Trust Under Income Security Plan - Alliant Techsystems Inc. and U.S. Bank NA

                                   TRUST UNDER
                            ALLIANT TECHSYSTEMS INC.
                              INCOME SECURITY PLAN

THIS AGREEMENT, made this fourth day of May, 1998, by and between ALLIANT
TECHSYSTEMS INC., a Delaware corporation ('Company') and U.S. BANK NATIONAL
ASSOCIATION ('Trustee').

                                   WITNESSETH:

WHEREAS, Company has adopted the Alliant Techsystems Inc. Income Security Plan
('Plan'); and

WHEREAS, Company has incurred or expects to incur liability under the terms of
such Plan with respect to the individuals participating in such Plan ('Plan
participants' or 'participants'); and

WHEREAS, Company wishes to establish a trust (hereinafter called 'Trust') and to
contribute to the Trust assets that shall be held therein, until paid to Plan
participants and their beneficiaries in such manner and at such times as
specified in the Plan; and

WHEREAS, it is the intention of Company to make contributions to the Trust to
provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

Section 1.        Establishment of Trust


         (a)      Company shall from time to time make deposits in cash or cash
                  equivalents with Trustee in trust, which shall become the
                  principal of the Trust to be held, administered and disposed
                  of by Trustee as provided in this Trust Agreement. The Trust
                  shall be established and maintained as a revocable 'grantor
                  trust' within the meaning of Section 671 and following of the
                  Internal Revenue Code of 1986, as amended.


         (b)      The principal of the Trust, and any earnings thereon, shall be
                  held separate and apart from other funds of Company and shall
                  be used exclusively for the uses and purposes of Plan
                  participants and beneficiaries.


         (c)      Company, in its sole discretion, may at any time, or from time
                  to time, make additional deposits of cash or cash equivalents
                  in trust with Trustee to augment the principal to be held,
                  administered and disposed of by Trustee as provided in 

 
                  this Trust Agreement. Neither Trustee nor any Plan participant
                  or beneficiary shall have any right to compel such additional
                  deposits.


Section 2.        Payments to Plan Participants and Their Beneficiaries and Tax
                  Determinations


         (a)      Company shall deliver to Trustee a schedule (the 'Payment
                  Schedule') that indicates the amounts payable in respect of
                  each Plan participant (and his or her beneficiaries), that (i)
                  provides a formula or other instructions acceptable to Trustee
                  for determining the amounts so payable, (ii) the form in which
                  such amount is to be paid (as provided for or available under
                  the Plan), and (iii) the time of commencement for payment of
                  such amounts. Company may revise any such Payment Schedule to
                  reflect adjustments to payments required or permitted under
                  the terms of the Plan. Trustee shall make payments to the Plan
                  participants and their beneficiaries in accordance with such
                  Payment Schedule or revised Payment Schedule. The Trustee
                  shall make provision for the reporting and withholding of any
                  federal, state or local taxes that may be required to be
                  withheld with respect to the payment of benefits pursuant to
                  the terms of the Plan and shall pay amounts withheld to the
                  appropriate taxing authorities or determine that such amounts
                  have been reported, withheld and paid by Company. In addition,
                  to the extent that Company contributions to the Trust result
                  in the imposition of federal, state or local taxes to be paid
                  by a participant, Trustee shall determine such tax amounts for
                  each participant and inform Company of such determination. It
                  is Company's intention, pursuant to the terms of the Plan,
                  that no amount shall be vested with respect to a participant
                  until there has been a Change of Control as defined herein,
                  and the participant has sustained a Qualifying Termination, as
                  defined in the Plan.


         (b)      The entitlement of a Plan participant or his or her
                  beneficiaries to benefits under the Plan shall be determined
                  by Company or such party as it shall designate under the Plan,
                  and any claim for such benefits shall be considered and
                  reviewed under the procedures set out in the Plan.


Section 3.        Trustee Investment Authority


         (a)      Trustee shall have the power and authority provided under
                  Chapter 501B of the Minnesota Statutes, as amended, or its
                  successor provisions, to invest and reinvest, without
                  distinction between principal and income, the assets of the
                  Trust. In no event, however, may Trustee invest in securities
                  (including stock or rights to acquire stock) or obligations
                  issued by Company, other than a DE MINIMIS amount held in
                  common investment vehicles (including mutual funds for which
                  Trustee or any affiliate of Trustee serves as investment
                  advisor, custodian or other service provider) in which Trustee
                  invests. All rights associated with assets of the Trust shall
                  be exercised by Trustee or the other person designated by
                  Trustee, and shall in no event be exercisable by or rest with
                  Plan participants.

 
         (b)      Assets of the Trust may be invested and reinvested by Trustee
                  in any real or personal property as an ordinary prudent
                  investor of intelligence and integrity would purchase in an
                  exercise of reasonable care, judgment and diligence,
                  including, but merely by way of illustration:


                  (1)      bonds, mortgages, notes, debentures, equipment trust
                           certificates, interest in investment trusts, shares
                           of stock, whether common or preferred, shares of
                           regulated investment companies (i.e., mutual funds,
                           including mutual funds for which Trustee or any
                           affiliate of Trustee serves as investment advisor,
                           custodian or other service provider as disclosed in
                           the current mutual fund prospectus to be provided to
                           Company), leasehold interest, real estate, money
                           market securities, such insurance company group
                           annuity or other insurance contracts as Company may
                           specify, and any other property which it may deem
                           suitable;


                  (2)      commingling funds of the Trust with those of other
                           funds with respect to which Trustee is acting in a
                           fiduciary capacity and to retaining any such
                           investment coming into its possession as Trustee:


                  (3)      commingling funds of the Trust with any common trust
                           funds maintained by Trustee or any affiliate thereof;


                  (4)      depositing any portion of the trust fund in bank
                           accounts, certificates of deposit, time deposit open
                           accounts and other similar investments which bear a
                           reasonable rate of interest, in the banking
                           department of any bank or trust company, including
                           the banking department of Trustee or of any affiliate
                           thereof;


                  (5)      retaining in cash or other investments which are
                           unproductive of income so much of the Trust fund as
                           it may deem advisable (e.g., Trust assets pending
                           investment or disbursement) which may include
                           retention of trust assets in noninterest-bearing
                           accounts in the banking department of Trustee or any
                           affiliate thereof;


                  (6)      retaining the entire or a substantial part of the
                           principal in any shares or other interest in assets
                           used to initially fund the Trust or to sell all or
                           any part of the interest. Trustee is authorized to
                           retain this interest without liability for failure to
                           sell the interest even though the retention may
                           result in lack of diversification or the interest is
                           not the character or quality of investment permitted
                           by law for Trustee.


Section 4         Disposition of Income

                  During the term of this Trust, all income received by the
                  Trust, net of expenses and taxes, shall be accumulated and
                  reinvested.

 
Section 5         Accounting by Trustee

                  Trustee shall keep accurate and detailed records of all
                  investments, receipts, disbursements, and all other
                  transactions required to be made, including such specific
                  records as shall be agreed upon in writing between Company and
                  Trustee. Within 60 days following the close of each calendar
                  year and within 45 days after the removal or resignation of
                  Trustee, Trustee shall deliver to Company a written account of
                  its administration of the Trust during such year or during the
                  period from the close of the last preceding year to the date
                  of such removal or resignation, setting forth all investments,
                  receipts, disbursements and other transactions effected by it,
                  including a description of all securities and investments
                  purchased and sold with the cost or net proceeds of such
                  purchases or sales (accrued interest paid or receivable being
                  shown separately), and showing all cash, securities and other
                  property held in the Trust at the end of such year or as of
                  the date of such removal or resignation, as the case may be.


Section 6.        Responsibility of Trustee


                  (a)      Trustee shall act with the care, skill, prudence and
                           diligence under the circumstances then prevailing
                           that a prudent person acting in like capacity and
                           familiar with such matters would use in the conduct
                           of an enterprise of a like character and with like
                           aims, provided however, that Trustee shall incur no
                           liability to any person for any action taken pursuant
                           to a direction, request or approval given by Company
                           which is contemplated by, and in conformity with, the
                           terms of the Plan or this Trust and is given in
                           writing by Company. In the event of a dispute between
                           Company and a party, Trustee may apply to a court of
                           competent jurisdiction to resolve the dispute.


                  (b)      If Trustee undertakes or defends any litigation
                           arising in connection with the Trust, Company agrees
                           to indemnity Trustee against Trustee's costs,
                           expenses and liabilities (including, without
                           limitation, attorney's fees and expenses) relating
                           thereto and to be primarily liable for such payments.
                           If Company does not pay such costs, expenses and
                           liabilities in a reasonably timely manner, Trustee
                           may obtain payment form the Trust.


                  (c)      Trustee may consult with legal counsel (who may also
                           be counsel for Company generally) with respect to any
                           of its duties or obligations hereunder.


                  (d)      Trustee may hire agents, accountants, actuaries,
                           investment advisors, financial consultants or other
                           professionals to assist it in performing any of its
                           duties or obligations hereunder.


                  (e)      Trustee shall have, without exclusion, all powers
                           conferred on Trustees by applicable law, unless
                           expressly provided otherwise herein, provided,
                           however, that if an insurance policy is held as an
                           asset of the Trust, Trustee shall have no power to
                           name a beneficiary of the policy other than the
                           Trust, to assign the 

 
                           policy (as distinct from conversion of the policy to
                           a different form) other than to a successor Trustee,
                           or to loan to any person the proceeds of any
                           borrowing against such policy.


Section 7.        Compensation and Expenses of Trustee


                  Company shall pay all administrative expenses and Trustee's
                  fees and expenses. If not so paid, the fees and expenses shall
                  be paid from the Trust.


Section 8.        Resignation and Removal of Trustee


                  (a)      Trustee may resign at any time by written notice to
                           Company, which shall be effective 30 days after
                           receipt of such notice unless Company and Trustee
                           agree otherwise.


                  (b)      Trustee may be removed by Company on 30-days notice
                           or upon shorter notice accepted by Trustee.


                  (c)      If Trustee resigns or is removed following a Change
                           of Control, as defined herein, Company shall apply to
                           a court of competent jurisdiction for the appointment
                           of a successor Trustee or for instructions.


                  (d)      Upon resignation or removal of Trustee and
                           appointment of a successor Trustee, all assets shall
                           subsequently be transferred to a successor Trustee.
                           The transfer shall be completed within 45 days after
                           receipt of notice of resignation, removal or
                           transfer, unless Company extends the time limit.


                  (e)      If Trustee resigns or is removed, a successor shall
                           be appointed, in accordance with Section 9 hereof, by
                           the effective date of resignation or removal under
                           paragraph (a) or (b) of this section. If no such
                           appointment has been made, Trustee may apply to a
                           court of competent jurisdiction for appointment of a
                           successor or for instructions. All expenses of
                           Trustee in connection with the proceeding shall be
                           allowed as administrative expenses of the Trust.


Section 9.        Appointment of Successor


                  (a)      If Trustee resigns or is removed in accordance with
                           Section 8(a) or (b) hereof, Company may appoint any
                           third party, such as a bank trust department or other
                           party that may be granted corporate trustee powers
                           under state law, as a successor to replace Trustee,
                           who shall have all of the rights and powers of the
                           former Trustee, including ownership rights in the
                           Trust assets. The former Trustee shall execute any
                           instrument necessary or reasonably requested by
                           Company or the successor Trustee to evidence the
                           transfer.


                  (b)      If Trustee resigns or is removed pursuant to the
                           provisions of Section 8(c) hereof and if, pursuant to
                           court direction, the Trustee is granted discretion to
                           select a successor Trustee, Trustee may appoint any
                           third party such as a bank

 
                           trust department or other party that may be granted
                           corporate trustee powers under state or Federal law.
                           The appointment of a successor Trustee shall be
                           effective when accepted in writing by the new
                           Trustee. The new Trustee shall have all the rights
                           and powers of the former Trustee, including ownership
                           rights in Trust assets. The former Trustee shall
                           execute any instrument necessary or reasonably
                           requested by the successor Trustee to evidence the
                           transfer.

Section 10.       Amendment or Termination


                  (a)      This Trust Agreement may be amended by a written
                           instrument executed by Trustee and Company.
                           Notwithstanding the foregoing, no such amendment
                           shall conflict with the terms of the Plan.


                  (b)      The Trust shall not terminate until the date on which
                           Plan participants and their beneficiaries are no
                           longer entitled to benefits pursuant to the terms of
                           the Plan. Upon termination of the Trust, any assets
                           remaining in the Trust shall be returned to the
                           Company.


                  (c)      Upon written approval of at least 80% of the
                           participants (or beneficiaries in the case of
                           participants who have died) entitled or potentially
                           entitled to benefits pursuant to the terms of the
                           Plan, Company may terminate this Trust prior to the
                           time all benefit payments under the Plan have been
                           made. All assets in the Trust at termination shall be
                           returned to Company.


                  (d)      Notwithstanding any other provision of the Plan or
                           the Trust, the Company shall be entitled to withdraw
                           from the Trust and have returned to it any amount in
                           excess of 120% of the amount that is the maximum
                           liability for the payment of benefits under the Plan
                           (as determined annually), provided that the amount
                           remaining in the Trust shall never be reduced to an
                           amount less than 25% of the amount of the Company
                           contribution for the first year of the Trust, and 50%
                           of the contribution in any subsequent year.

Section 11.       Miscellaneous


                  (a)      Any provision of this Trust Agreement prohibited by
                           law shall be ineffective to the extent of any such
                           prohibition, without invalidating the remaining
                           provisions hereof.


                  (b)      Benefits payable to Plan participants and their
                           beneficiaries under this Trust Agreement may not be
                           anticipated, assigned (either at law or in equity),
                           alienated, pledged, encumbered or subjected to
                           attachment, garnishment, levy, execution or other
                           legal or equitable process.


                  (c)      This Trust agreement shall be governed by and
                           construed in accordance with the laws of the State of
                           Minnesota.

 
                  (d)      For purposes of this Trust, a 'Change of Control'
                           shall mean


                           (1)      the acquisition by any 'person' or group of
                                    persons (a 'Person'), as such terms are used
                                    in Sections 13(d) and 14(d) of the
                                    Securities Exchange Act of 1934, as amended
                                    and the regulations thereunder (the
                                    'Exchange Act') (other than the Company or a
                                    Subsidiary or any Company employee benefit
                                    plan (including its trustee)) of 'beneficial
                                    ownership' (as defined in Rule 13d-3 under
                                    the Exchange Act), directly or indirectly,
                                    of securities of the Company representing,
                                    directly or indirectly, more than fifty
                                    percent (50%) of the total number of shares
                                    of the Company's then outstanding Voting
                                    Securities;


                           (2)      consummation of a reorganization, merger or
                                    consolidation of the Company, or the sale or
                                    other disposition of all or substantially
                                    all of the Company's assets (a 'Business
                                    Combination'), in each case, unless,
                                    following such Business Combination, the
                                    individuals and entities who were the
                                    beneficial owners of the total number of
                                    shares of the Company's outstanding Voting
                                    Securities immediately prior to both (x)
                                    such Business Combination, and (y) any
                                    Change Event occurring within twelve (12)
                                    months prior to such Business Combination,
                                    beneficially own, directly or indirectly,
                                    more than fifty percent (50%) of the total
                                    number of shares of the outstanding Voting
                                    Securities of the resulting corporation, or
                                    the acquiring corporation, as the case may
                                    be, immediately following such Business
                                    Combination (including, without limitation,
                                    the outstanding Voting Securities of any
                                    corporation, which as a result of such
                                    transaction owns the Company or all or
                                    substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) in substantially the same
                                    proportions as their ownership, immediately
                                    prior to such Business Combination, of the
                                    total number of shares of the Company's
                                    outstanding Voting Securities; or


                           (3)      any other circumstances (whether or not
                                    following a 'Change Event') which the Board
                                    determines to be a Change of Control for
                                    purposes of this Trust after giving due
                                    consideration to the nature of the
                                    circumstances then represented and the
                                    purposes of this Trust. Any determination
                                    made under this Subsection (d)(3) shall be
                                    irrevocable except by vote of a majority of
                                    the members of the Board who voted in favor
                                    of making such determination.


                                    For purposes of this Subsection (d), a
                                    'Change of Control' shall not result from
                                    any transaction precipitated by the
                                    Company's Insolvency, appointment of a
                                    conservator, or determination by a
                                    regulatory agency that the Company is
                                    insolvent.


                  (e)      'Change Event' shall mean:

 
                           (1)      the acquisition after the effective date of
                                    this Trust, by any Person (other than the
                                    Company or a Subsidiary, or any Company
                                    employee benefit plan (including its
                                    trustee)) of 'beneficial ownership' (as
                                    defined in Rule 13d-3 under the Exchange
                                    Act), directly or indirectly, of securities
                                    of the Company directly or indirectly
                                    representing fifteen percent (15%) or more
                                    of the total number of shares of the
                                    Company's then outstanding Voting Securities
                                    (excluding the sale or issuance of such
                                    securities directly by the Company, or where
                                    the acquisition of such securities is made
                                    by such Person from five (5) or fewer
                                    shareholders in a transaction or
                                    transactions approved in advance by the
                                    Board);


                           (2)      the public announcement by any Person of an
                                    intention to acquire the Company through a
                                    tender offer, exchange offer, or other
                                    unsolicited proposal; or


                           (3)      the individual who, as of the effective date
                                    of this Trust Agreement, are members of the
                                    Board (the 'Incumbent Board'), cease for any
                                    reason to constitute at least a majority of
                                    the Board; provided, however, that if the
                                    nomination for election of any new director
                                    was approved by a vote of a majority of the
                                    Incumbent Board, such new director shall,
                                    for the purposes of this definition, be
                                    considered a member of the Incumbent Board.


                  (f)      'Voting Securities' shall mean any share of the
                           capital stock or other securities of the Company that
                           are generally entitled to vote in elections for
                           directors.


Section 12.       Effective Date


                  The effective date of this Trust Agreement shall be March 2,
                  1998.


IN WITNESS WHEREOF, the parties have executed this Agreement as of this 4th day
of May 1998.


COMPANY:                                     TRUSTEE:

ALLIANT TECHSYSTEMS INC.                     U. S. BANK NATIONAL ASSOCIATION


By: /S/ Richard Schwartz                     By: /S/ M. R. Braun
    --------------------------------             ---------------------------
     Its: Chairman of the Board                   Its: Vice President
           President, and CEO