AMPAC FINE CHEMICALS LLC PENSION PLAN FOR BARGAINING UNIT EMPLOYEES

EXHIBIT 10.2

AMPAC FINE CHEMICALS LLC PENSION PLAN

Amended and Restated
October 1, 2007

AMPAC FINE CHEMICALS LLC PENSION PLAN
FOR BARGAINING UNIT EMPLOYEES

TABLE OF CONTENTS

 iv

AMPAC FINE CHEMICALS LLC PENSION PLAN
FOR BARGAINING UNIT EMPLOYEES

ARTICLE I

GENERAL MATTERS AND PURPOSE

      1.1 General . This document sets forth the provisions of the Ampac Fine Chemicals LLC Pension Plan for Bargaining Unit Employees (“Plan”) as in effect from and after October 1, 2007. This document reflects provisions of the Plan applicable to hourly-paid employees at Ampac Fine Chemicals LLC.

     This Plan was established on December 1, 2005 and received a transfer of assets and liabilities from the GenCorp Consolidated Pension Plan (Program “C”) with respect to certain participants therein who become bargaining employees of Ampac Fine Chemicals LLC on December 1, 2005. The Plan subsequently received a transfer of assets and liabilities from Program C with respect to a Participant who was on a leave of absence on December 1, 2005 and was not included in the original transfer of assets.

     The Plan has now been amended and restated effective October 1, 2007 (the “Effective Date of this Restatement”) to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and to incorporate changes described in Internal Revenue Notice 2007-94 (the “2007 Cumulative List”).

      1.2 Purpose of Plan. The purpose of the Plan is to provide retirement benefits for certain Employees of the Member Companies, as defined herein.

ARTICLE II

EFFECTIVE DATE

     The effective date of the Ampac Fine Chemicals LLC Pension Plan for Bargaining Employees is October 1, 2007, except as otherwise specifically provided herein.

ARTICLE III

DEFINITIONS

     The following words and phrases as used in this instrument shall have the meaning stated in this Article III unless it shall appear from the context that they have a plainly different meaning:

      3.1 Actuarial Equivalent . “Actuarial Equivalent” means an amount which, at the date of determination, is actuarially equivalent to any benefit required to be calculated hereunder, computed using the interest rate and the mortality table specified below:

     (a) (1) For distributions prior to October 1, 2007, except as provided in subsection (b), the interest rate shall be 8 1/2% and the mortality table shall be the Group Annuity Table for 1983, set back by two years for a Participant and four years for a spouse or other joint participant.

          (2) For distributions on and after October 1, 2008, except as provided in subsection (b), the interest rate shall be six percent (6%) and the mortality table shall be the RP-2000 Mortality Table Projected to 2007 with Scale AA (50% Male).

          (3) For distributions during the period beginning October 1, 2007 and ending September 30, 2008, except as provided in subsection (b), the interest rate and mortality table shall be as described in (a)(1) or (a)(2), whichever provides the greater benefit.

In no event shall the application of Section (a)(2) cause a benefit to be less than a benefit in the same form, but calculated by applying the factors described in Section 3.1(a) as in effect on September 30, 2008 to the Participant’s Accrued Benefit as of that date.

     (b) For determinations of actuarial equivalents of benefits in the form of lump sum payments, the actuarial factors shall be determined using whichever of the factors described below results in the largest value: (i) the factors specified in subsection (a); (ii) the mortality table specified in subsection (a) and the interest rate published by the Pension Benefit Guaranty Corporation (as of the first day of the Plan Year in which such determination is made) for the purpose of determining the present value of benefits for terminating single-employer plans; or (iii) the applicable mortality table and the applicable interest rate, as defined below:

     (A) The term “applicable mortality table” shall mean the table prescribed by the Secretary of the Treasury under Code Section 417(e)(3). As of December 1, 2005, the applicable mortality table is the table prescribed in Rev. Rul. 2001-62.

     (B) The term “applicable interest rate” shall mean the annual rate of interest on 30-year Treasury securities as specified by the Commissioner of Internal Revenue for the month preceding the Plan Year in which falls the Annuity Starting Date for the distribution.

      3.2 Aerojet Plan. “Aerojet Plan” shall mean the Aerojet-General Corporation Consolidated Pension Plan.

      3.3 AFC Plan. “AFC Plan” shall mean the “Aerojet Fine Chemicals LLC Consolidated Pension Plan.”

      3.4 Affiliated Company . “Affiliated Company” shall mean (a) any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code), which group also includes the Company, (b) any trade or business

which is under common control with the Company (within the meaning of Section 414(c) of the Internal Revenue Code), and (c) any member of an affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) which includes the Company.

      3.5 Annuity Starting Date . “Annuity Starting Date” shall mean the first day of the first period for which an amount is payable as an annuity, or in the case of a benefit not payable as an annuity, the first day on which all events have occurred which entitle the Participant to such benefit.

      3.6 Beneficiary . “Beneficiary” shall mean the person (other than a Joint Annuitant) designated by a Participant pursuant to a Qualified Election, to receive any benefits payable in the event of the death of the Participant, his Spouse, and his designated Joint Annuitant, as the case may be.

     Wherever provision is made hereunder for the payment of any death benefit to the Beneficiary of a Participant and there shall be no properly designated Beneficiary surviving such Participant, such benefit shall be paid to the Participant’s Spouse, if any, or if there is no spouse, to the executor or administrator of the estate of such Participant, or, if no executor or administrator has been duly designated and qualified, then such benefit shall be paid to the survivors of the Participant in the following order of priority:

          (a) Children;

          (b) Parents;

          (c) Brothers and sisters;

          (d) Heirs at law.

      3.7 Board of Directors . “Board of Directors” shall mean the Board of Directors of American Pacific Corporation.

      3.8 Break in Service . “Break in Service” or “Break” shall mean a Plan Year during which a Participant completes fewer than five hundred (500) Hours of Service. Solely for purposes of determining whether a Participant has sustained a Break in Service, an Employee’s Hours of Service shall also include the following (to the extent not included in the definition of Hours of Service in this Article III):

     (a) Any period of layoff, provided that the Employee is recalled and returns to the employ of a Member Company or Affiliated Company within the period of time provided under a Labor Agreement applicable to him or under the practice of the company if no Labor Agreement is applicable to him;

     (b) Any period of absence (other than an absence described in subsection (c) below) pursuant to a Leave of Absence (not in excess of one year), provided that the Employee returns to the employ of a Member Company or an Affiliated Company immediately upon expiration of such Leave of Absence, and

     (c) Any period of absence, by reason of the pregnancy of the Employee, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or for purposes of caring for such child for a period beginning immediately following the birth or placement of such child.

     The number of additional Hours of Service deemed completed pursuant to subsections (a) and (b) above, shall be in accordance with the Employee’s customary schedule of employment. The number of additional Hours of Service deemed completed pursuant to subsection (c) above, shall be in accordance with the Employee’s customary schedule of employment, provided, however that no more than five hundred and one (501) Hours of Service shall be deemed to have

been completed with respect to absences with respect to a single pregnancy, birth or placement described in subsection (c). Hours deemed completed pursuant to subsection (c) shall be credited to the Plan Year in which the absence from work begins if the Employee would be prevented from incurring a Break in Service in such Plan Year solely because of such additional Hours, and in any other case, in the immediately following Plan Year. The Pension Plan Committee may require, as a condition of recognizing any Hours pursuant to subsection (c), that the Employee provide such information as the Pension Plan Committee reasonably requests to establish the reason for the absence and the number of days for which there was such an absence.

      3.9 Company . “Company” shall mean Ampac Fine Chemicals LLC.

      3.10 Credited Service . “Credited Service” shall mean the number of years of Credited Service of a Participant determined in accordance with this Section, which shall be considered in determining a Participant’s benefits under this Plan. A Participant shall be deemed to accrue a full year of Credited Service in each Plan Year in which he completes at least one thousand eight hundred (1,800) Hours of Service. In addition, in any Plan Year in which the Participant completes less than one thousand eight hundred (1,800) Hours of Service, a Participant shall be deemed to complete one-twelfth (1/12th) of a year of Credited Service for each one hundred fifty (150) Hours of Service completed during such Plan Year. With respect to employees who became Participants on December 1, 2005 (or as of December 1, 2005 due to a subsequent transfer of assets described in Section 1.1), as the result of the transfer of assets and liabilities to this Plan from Program C, “Credited Service” shall also include “Credited Service” as of November 30, 2005 as that term was defined in Program C as in effect on that date and as set forth in Schedule D. For purposes of determining a Participant’s Credited Service the following rules shall apply:

     (a) Except as provided above with respect to credited service recognized under Program C prior to December 1, 2005, Hours of Service shall not be taken into account which are accrued by a Participant for service other than as an Employee, as defined in this instrument;

     (b) Hours of Service shall not be taken into account which are accrued by any person during any period of time during which he is covered under any other pension or retirement plan to which a Member Company contributes, except a federal or state, social security or similar welfare program;

     (c) Hours of Service shall not be taken into account which are accrued by a Participant while on Leave of Absence or during lay-off, provided, however, that the period of a Leave of Absence to conduct local Union activities approved by the Company shall be part of such Employee’s Credited Service;

     (d) In the case of any Participant who has a Break in Service and who, immediately preceding such Break does not have a vested right to Benefits under this Plan, the Credited Service of such Participant accrued under this Plan prior to such Break shall not be taken into account if the number of consecutive Breaks in Service exceeds the greater of (i) five (5) or (ii) the aggregate number of years of Cumulative Service (including Cumulative Service deemed to be earned by reason of service for a Member Company or an Affiliated Company pursuant to Article XIII) prior to such Break. Such aggregate number of years of Cumulative Service prior to such Break shall not include any years of Cumulative Service not required to be taken into account under this subsection (d) by reason of any prior Break in Service;

     (e) In the case of any Participant who has a Break in Service and who, immediately preceding such Break does not have a vested right to Benefits under this Plan, the Credited Service of such Participant prior to such Break shall not be taken into account until the end of a twelve (12) consecutive month period commencing after such Break in which the Participant completes at least one thousand (1,000) Hours of Service.

     (f) A Participant who was employed by Aerojet Fine Chemicals LLC on June 1, 2000 shall have included in his Credited Service, for the purpose of determining his Pension Benefit, all service which is counted as Credited Service under the Aerojet Plan or the Non-Contributory Pension Plan of GenCorp Inc.

A Participant shall in no event be deemed to accrue more than one (1) full year of Credited Service with respect to any Plan Year.

      3.11 Cumulative Service . “Cumulative Service” shall mean the number of years of Cumulative Service of an Employee determined in accordance with this Section and Article XIII, which shall be considered in determining an Employee’s vesting in benefits under this Plan. An Employee shall be deemed to accrue a full year of Cumulative Service in each Plan Year in which he completes at least one thousand (1,000) Hours of Service. In addition, in any Plan Year in which the Employee completes less than one thousand (1000) Hours of Service, an Employee shall be deemed to complete one-twelfth (1/12) of a year of Cumulative Service for each one hundred fifty (150) Hours of Service completed during such Plan Year. With respect to employees who became Participants on December 1, 2005 as the result of the transfer of assets and liabilities to this Plan from Program C (or as of December 1, 2005 due to a subsequent transfer of assets described in Section 1.1), “Cumulative Service” shall also include “Cumulative

Service” as of November 30, 2005 as that term was defined in Program C as in effect on that date and as set forth in Schedule D.

     For purposes of determining an Employee’s Cumulative Service, the following rules apply:

     (a) In the case of any Employee who has a Break in Service and who, immediately preceding such Break does not have a vested right to benefits under this Plan, the Cumulative Service of such Employee prior to such Break shall not be taken into account if the number of consecutive Breaks in Service exceeds the greater of (i) five (5) or (ii) the aggregate number of years of Cumulative Service (including Cumulative Service deemed to be earned by reason of service for a Member Company or an Affiliated Company pursuant to Article XIII) prior to such Break. Such aggregate number of years of Cumulative Service prior to such Break shall be deemed not to include any years of Cumulative Service not required to be taken into account under this subsection (a) by reason of any prior Break in Service.

     (b) In the case of any Employee who has a Break in Service and who, immediately preceding such Break does not have a vested right to benefits under this Plan, the Cumulative Service of such Employee prior to such Break shall not be taken into account until the end of a twelve (12) consecutive month period commencing after such Break in which the Employee completes at least one thousand (1,000) Hours of Service.

     An Employee shall in no event be deemed to accrue more than one (1) full year of Cumulative Service with respect to any Plan Year.

     Solely for purposes of determining a Participant’s vested benefits pursuant to Section 9.1, the Participant’s Cumulative Service shall include any period during which the Participant was performing services for a Member Company pursuant to an arrangement between the Member Company and a leasing organization, whether or not the Participant was a Leased Employee during such period.

     Employment with any Affiliated Company or any other entity required to be aggregated with the Company pursuant Code Section 414(o), will be treated as employment with the Company solely for purposes of determining a Participant’s Cumulative Service for vesting purposes under this Plan; provided, however, that unless otherwise specifically provided under the Plan, any individual receiving credited Hours of Service under this provision shall not be eligible to participate in the Plan or eligible to accrue benefits under the Plan unless the individual is an Employee of a Member Company.

      3.12 Early Retirement Date . “Early Retirement Date” shall mean the Early Retirement Date determined in accordance with Section 6.2.

      3.13 Employee . “Employee” shall mean any person employed on an hourly basis by a Member Company and may, with the approval of the Pension Plan Committee, include any Employee who is loaned to another organization or entity for a period of time; provided in each case that the Member Company is required by applicable law to deduct federal income tax and social security tax amounts. However, unless otherwise designated by the Board of Directors, “Employee” does not include a person who becomes employed by a Member Company through the:

     (a) Legal dissolution and winding up of an Affiliated Company which was not a Member Company; or

     (b) Merger into a Member Company of any other corporation or Affiliated Company which is not a Member Company; or

     (c) Transfer of all or part of the assets to a Member Company by another company together with a group of the transferor’s employees.

      3.14 Hour of Service . “Hour of Service” shall mean (a) each hour for which an Employee is directly or indirectly paid, or entitled to payment, by a Member Company for the performance of duties as an Employee, (b) each hour for which an Employee is paid or entitled to payment by the Member Company on account of a period during which no duties are performed, and (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Member Company. Overtime work shall be credited as straight time. The determination of an Employee’s “Hours of Service” shall be governed by the following rules:

     (1) Hours of Service to be recognized during any period of time during which no duties are performed by the Employee shall be determined and credited pursuant to Department of Labor Regulations Sections 2530.200b-2(b) and (c), 29 C.F.R. §§ 2530.200b-2(b) and (c), with the following special provisions:

     (i) An Employee shall be deemed to complete eight (8) Hours of Service for each paid holiday not worked;

     (ii) An Employee shall be deemed to complete forty (40) Hours of Service for each week of paid vacation or week of paid sick leave not worked;

     (iii) An Employee shall be deemed to complete forty (40) Hours of Service for each week of military service with respect to which he is entitled to

credit for such Hours of Service under applicable federal law (but only for such purposes as credit is required to be given under such law);

     (iv) An Employee shall be deemed to complete forty (40) Hours of Service for each week absent from work due to illness or accident and for which he is entitled to Workers’ Compensation benefits, subject to a maximum of six (6) months for each such accident or illness.

     (v) No more than five hundred and one (501) Hours of Service shall be credited to an Employee on account of any single continuous period during which the Employee performs no duties.

     (2) No Employee shall be deemed to earn Hours of Service solely by reason of receiving payments pursuant to a plan maintained for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws, nor shall an Employee be deemed to earn Hours of Service by reason of the receipt of payments which reimburse such Employee for medical or medically related expenses incurred by the Employee.

     (3) With respect to any period of service, an Employee shall not receive credit for Hours of Service pursuant to more than one provision of this definition.

      3.15 Investment Manager . “Investment Manager” shall mean any person who the Pension Plan Committee designates pursuant to Section 16.8 and is either a registered investment advisor, bank or insurance company as described in ERISA Section 3(38).

      3.16 Joint Annuitant . “Joint Annuitant” shall mean the person designated by a Participant, pursuant to the options provided by Section 10.2, to receive an annuity for life upon the death of the Participant after his retirement.

      3.17 Labor Agreement . “Labor Agreement” shall mean an agreement between the Company and a recognized collective bargaining agent.

      3.18 Leave of Absence . “Leave of Absence” shall mean a period of absence from regular employment which is approved by a Member Company. The employment of an Employee whose approved Leave of Absence is terminated without his returning to regular employment with the Company shall be terminated effective at the commencement of such approved Leave of Absence.

      3.19 Leased Employee . Effective December 1, 2005, “Leased Employee” means any person (other than an Employee of a Member Company) who has performed services for a Member Company (or for a Member Company and related persons as determined under Code Section 414(n)(6) which services (i) are performed under an agreement between a Member Company and a leasing organization on a substantially full-time basis for a period of at least one (1) year, and (ii) are performed under the direction or control of the Member Company.

     Any Leased Employee will not be treated as an Employee of a Member Company for purposes of eligibility to participate in the Plan or for purposes of accrual of benefits under the Plan. However, a Leased Employee will be treated as an Employee of a Member Company for purposes of Code Sections 401(a), 410, 411, 415, and 416; provided, however, that a Leased Employee will not be treated as employed by the Member Company if (i) the Leased Employee is covered by a money purchase pension plan maintained by the leasing organization that provides (A) a nonintegrated employer contribution of at least 10% of compensation, as defined in Code Section 415(c)(3), including amounts contributed pursuant to a salary reduction agreement that are excludible from the employee’s gross income under Code Sections 125, 402(e)(3), 401(h)(1)(B) or 403(b); (B) immediate participation; and (C) full and immediate

vesting, and (ii) Leased Employees do not constitute more than twenty percent (20%) of the leasing organization’s nonhighly compensated employees, as that term is defined under Code Section 414(q).

      3.20 Member Company . “Member Company” shall mean the Company, any Affiliated Company, or any division or unit of the Company or of an Affiliated Company which may be included in this Plan by designation of the Board of Directors, and in the case of an Affiliated Company, by adoption of this Plan by such Affiliated Company.

      3.21 Normal Retirement Date . “Normal Retirement Date” shall mean the Normal Retirement Date determined in accordance with Section 6.1.

      3.22 Participant . “Participant” shall mean a person who has become eligible to participate in this Plan in accordance with the provisions of Article IV, and who has not yet been paid in full any benefits to which he is entitled under the terms of this Plan.

      3.23 Pension Plan Committee . “Pension Plan Committee” shall mean the Committee described in Section 16.1.

      3.24 Plan . “Plan” shall mean the Ampac Fine Chemicals LLC Pension Plan for Bargaining Unit Employees.

      3.25 Plan Administrator . “Plan Administrator” shall mean the Sponsor or such other entity or person the Board of Directors may designate.

      3.26 Plan Year . “Plan Year” shall mean the fiscal year of the Plan. The Plan Year shall be the twelve (12) month period commencing each October 1 and ending the following September 30. The first Plan year will be the period beginning December 1, 2005 and ending on September 30, 2006.

      3.27 Program C . “Program C” shall mean the GenCorp Consolidated Pension Plan (Program C).

      3.28 Qualified Election . “Qualified Election” shall mean a Participant’s election, designation or waiver made under this Plan in accordance with the requirements of this Section and in the manner and form as prescribed by the Pension Plan Committee.

     (a) To the extent required under Section 417 of the Internal Revenue Code, no election, designation or waiver shall be deemed to be a Qualified Election unless the Spouse, if any, of the Participant consents in writing to such election, designation or waiver and acknowledges the effect of such election, designation or waiver. The Spouse’s consent to an election, designation or a waiver must be witnessed by a notary public.

     (b) Notwithstanding this consent requirement, if the Participant warrants to the Pension Plan Committee that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located or for any other reason as the Pension Plan Committee determines to be consistent with the requirements of Section 417 of the Code, a related election, designation or waiver without spousal consent may be deemed a Qualified Election; provided, however, that the Pension Plan Committee may require the Participant in such case to produce such evidence of the Spouse’s unavailability or other circumstances as the Pension Plan Committee deems to be appropriate.

     (c) A Qualified Election under this provision will be valid only with respect to the Spouse who consented to the Qualified Election, or in the event of a Qualified Election in which the Spouse’s consent has not been obtained, with respect to a designated Spouse (e.g., that Spouse who cannot be located).

     (d) A revocation of a prior election, designation or waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits, but any subsequent election, designation or waiver shall again be subject to the foregoing rules. Subject to the foregoing (relating to a change by a Participant), the consent by a Spouse to an election, designation or waiver shall be irrevocable. The number of revocations and subsequent elections, designations or waivers shall not be limited during any applicable election period.

     (e) An election, designation or waiver which, by reason of a failure to obtain required spousal consent could not be given effect when made, may later be given effect if at the relevant date the Participant has no Spouse or is not then otherwise required to have spousal consent.

      3.29 Sponsor . “Sponsor” shall mean the American Pacific Corporation.

      3.30 Spouse . “Spouse” shall mean, as required by the context of specific provisions of this instrument, the person to whom the Participant is lawfully married on the date on which payment of benefits commences or for purposes of the spousal death benefit under Article XII, the person to whom such deceased Participant is married on the date of such Participant’s death.

      3.31 Trust Agreement . “Trust Agreement” shall mean the trust agreement effective as of December 1, 2005, by and between Ampac Fine Chemicals LLC and/or American Pacific Corporation and the trustee designated therein, or such other trust agreement or agreements that may be established from time to time hereunder and as the same may from time to time be amended and/or restated.

      3.32 Trust Fund . “Trust Fund” shall mean all cash and securities and all other assets of whatever nature deposited with or acquired by the Trustee or Trustees in the capacity of Trustee of this Plan and all accumulated income thereon.

      3.33 Trustee . “Trustee” shall mean the individual(s) and/or entity designated in the Trust Agreement or any successor named as provided in the Trust Agreement and which executes a Trust Agreement as Trustee, or any other Trustee or Trustees designated in any trust agreement or trust agreements which may be established to carry out the purposes of this Plan.

ARTICLE IV

PARTICIPATION

     Every Employee who was a participant in Program C on November 30, 2005 and who became an Employee on December 1, 2005 shall become a Participant in this Plan and become eligible to accrue benefits under this Plan on December 1, 2005.

     Every other Employee, as defined herein, shall become a Participant in this Plan on the date on which he becomes an Employee. No person shall be eligible to be a Participant in and accrue benefits under this Plan during any period of time during which he is covered under any other pension or retirement plan to which the Company contributes (including the Ampac Fine Chemicals Pension Plan for Salaried Employees), except a federal or state, social security or similar welfare program; nor shall any person be eligible to accrue benefits under this Plan during any period of time that such person is not an Employee, as defined in Article III.

ARTICLE V

CONTRIBUTIONS

     The Member Companies will from time to time contribute such amounts as are required under the provisions of the Employee Retirement Income Security Act of 1974, and at their option may contribute additional amounts as they deem desirable. No Participant shall make any contribution under the Plan. All Member Company contributions made hereunder shall be deposited with the Trustee and held as part of the Trust Fund.

ARTICLE VI

RETIREMENT

      6.1 Normal Retirement Date . The Normal Retirement Date of any Participant shall be the first day of the month coinciding with or next following his sixty-fifth (65th) birthday. Normal Retirement Age is age sixty-five (65).

      6.2 Early Retirement Date . Any Participant who is an Employee or in the active employment of an Affiliated Company, and who has attained age fifty-five (55) and completed at least ten (10) years of Cumulative Service may elect to retire on an Early Retirement Date. Such Early Retirement Date shall be the first day of any month selected by the Participant which occurs before his Normal Retirement Date and after his satisfaction of the age and service requirements set forth in the first sentence of this Section 6.2

      6.3 Late Retirement Date . A Participant who remains employed by the Company or an Affiliated Company beyond the date which would have been his Normal Retirement Date may retire as of the first day of any month thereafter, and the date of such subsequent retirement shall be his Late Retirement Date.

ARTICLE VII

DETERMINATION OF RETIREMENT INCOME

      7.1 Retirement at Normal Retirement Date . The retirement income payable on Normal Retirement Date shall be payable as provided in Article X. The monthly amount of retirement income commencing on Normal Retirement Date and payable as a single life annuity for the life of a Participant who retires on his Normal Retirement Date shall be equal to the “Benefit Factor” (as set forth in the Appendix attached to this Plan) multiplied by the number of years of Credited Service recognized under this Plan.

     The Pension Benefit to which any Participant, who was employed by Aerojet Fine Chemicals LLC on June 1, 2000, is entitled under this Plan shall be offset and reduced by the amount of Pension Benefit such Participant is entitled to receive under the Aerojet Plan, assuming that payment of such Pension Benefit under the Aerojet Plan commences at the same time the Participant commences to receive his Pension Benefit under this Plan. The Pension Benefit of the Participant for whom a subsequent transfer of assets was made as described in Section 1.1 will not be offset as he has no benefit under the Aerojet Plan.

     As of December 1, 2005, the Accrued Benefit of each Participant who became an Employee on that date in connection with the purchase of assets of Aerojet Fine Chemicals LLC (or as of December 1, 2005 due to a subsequent transfer of assets described in Section 1.1) is indicated on Schedule D of this Plan.

     For purposes of this Section 7.1, the following special rules shall apply:

     (a) The applicable Benefit Factor to be applied with respect to a period of participation at any employee unit of a Member Company shall be the Benefit Factor applicable to Participants terminating employment from such employee unit on the date

of the Participant’s termination of employment from the Company and all Affiliated Companies;

     (b) If a Participant’s retirement income is determined with respect to periods of participation at more than one employee unit of a Member Company, and, if on the effective date of such Participant’s termination of employment from the Company and all Affiliated Companies the Appendices attached to this instrument provide for special rules for the determination of retirement benefits (including but not limited to special benefit limitations or special factors to be used in computing adjustments for benefits commencing prior to age sixty-five (65)), such special rules shall apply, but only to the increment of retirement income determined for participation at the employee unit covered by such Appendix;

      7.2 Retirement at Early Retirement Date .

     (a) The retirement income payable on or after Early Retirement Date shall be payable as provided in Article X. A Participant who elects an Early Retirement Date may elect to have his retirement income commence either as of his Normal Retirement Date, or as of the first day of any month selected by him which is after his Early Retirement Date and prior to his Normal Retirement Date. The monthly amount of retirement income commencing on Normal Retirement Date and payable as a single life annuity for the life of a Participant electing an Early Retirement Date shall be determined as provided in Section 7.1 and 7.5, based, however, upon the Participant’s years of Credited Service as of his Early Retirement Date. If a Participant (other than a Participant described in subsection (b) below) elects to have his retirement income commence prior to his Normal Retirement Date, as provided above, the monthly amount of retirement income otherwise

payable shall be reduced by four-tenths of one percent (0.4%) for each month that the commencement of such person’s retirement income precedes the first day of the month coinciding or next following his sixty-second (62nd) birthday.

     (b) In the case of a person whose employment terminates prior to Early Retirement Date with a vested right to a retirement income and who elects to receive such retirement income commencing on the first day of any month coinciding with or following his fifty-fifth (55th) birthday as provided in Section 9.2, the monthly amount of such retirement income shall be a reduced percentage of the retirement income otherwise payable. Such reduced percentage shall be determined in accordance with Schedule A attached hereto and not in accordance with the percentage reduction set forth in the preceding Section 7.2(a ).

      7.3 Limitation on Benefits . In no event shall the annual benefit payable to any Participant hereunder exceed the limitation on benefits provided in Article XX.

      7.4 Retirement On Late Retirement Date . If a Participant retires on a date which is subsequent to his Normal Retirement Date, the benefits to which he may be entitled shall commence as of the first day of the month coinciding with or next following the date of his actual retirement as though such date were his Normal Retirement Date; provided, however, in the case of a Participant who is a Five Percent Owner, as defined in Section 22.2(b), benefits shall commence no later than the April 1 following the calendar year in which the Participant attains age seventy and one-half (70-1/2) even if he has not actually retired. Except as provided in Section 10.6(d), the amount of benefit payable shall not be actuarially or otherwise increased to reflect that benefits have commenced subsequent to Normal Retirement Date.

ARTICLE VIII

DISABILITY BENEFIT

      8.1 Eligibility . A Participant employed by a Member Company or an Affiliated Company, who ceases active work due to total and permanent disability, (1) with at least ten (10) years of Cumulative Service, and (2) who at the commencement of disability has not attained the age of sixty-five (65), and (3) who shall have remained totally and permanently disabled for a period of six (6) consecutive months shall be eligible for a disability benefit upon termination of employment and submission of proof as provided herein. In order to be valid, all claims for disability benefits must be made within one (1) year from the last day of active employment.

      8.2 Total and Permanent Disability . A Participant shall be deemed to be totally and permanently disabled when, on the basis of proof satisfactory to the Pension Plan Committee, the Pension Plan Committee determines that as a result of any physical or mental condition he is wholly prevented from engaging in any regular occupation or employment for wage or profit (except such employment as is found by the Pension Plan Committee to be for purposes of rehabilitation) and the condition will, in the opinion of the physician or physicians, clinic or hospital who make the examination provided herein, be permanent, total and continuous for the remainder of his life. To the extent permitted by law, a Participant shall not be deemed disabled for the purposes of this Article, if, on the basis of proof satisfactory to it, the Pension Plan Committee determines that his disability arose from any intentionally self-inflicted injury or injury resulting from participation in any criminal undertaking or from service in the armed forces of any country, or consists of chronic alcoholism or addiction to narcotics (or injury or disease resulting there from).

      8.3 Medical Examinations . A Participant applying for a disability benefit hereunder shall be required to submit to a medical examination and shall be required to submit to such reexamination as the Pension Plan Committee shall deem necessary from time to time in order to make a determination concerning his mental or physical condition. An individual who shall be receiving disability benefits hereunder may be required to submit to a medical examination at any time, but not more often than once every six (6) months, to determine whether he is eligible for continuance of the disability benefit. If, on the basis of such reexamination, it is determined by the Pension Plan Committee that such individual prior to attaining age sixty-five (65) has sufficiently recovered to engage in any regular occupation or employment for wage or profit, or if it is determined by the Pension Plan Committee that such individual has engaged in any regular occupation or employment subsequent to his disability (except such employment as is found by the Pension Plan Committee to be for purposes of rehabilitation), payment of his disability benefit shall cease. In the event that such individual shall fail within thirty (30) days after notice to submit to medical examination, his disability benefit will be discontinued until he has submitted to such examination after which his continued eligibility may be determined as provided above. The medical examinations provided herein shall be made by a competent physician or physicians or clinic or hospital selected by the Pension Plan Committee, at no cost to the Participant.

      8.4 Disability Benefit . A monthly disability benefit to such a disabled Participant shall commence as of the first day of the month following the receipt by the Pension Plan Committee of satisfactory proof of such disability or the first day of the month following the completion of a period of six (6) months from the date on which the injury or disease was incurred, whichever is later; provided, however, that in those cases where timely submission of

such proof was prevented by unavoidable and extreme circumstances, the six (6) month period shall be used.

     An eligible Participant shall receive a monthly disability benefit payment computed in accordance with Sections 7.1 and 7.5 without actuarial reduction as if he has become eligible for a normal retirement benefit under this Plan on the date of his termination due to permanent and total disability. The disability benefit payable under this Article VIII shall be payable in accordance with the provisions of Article X.

     The disability benefit payable under this Article VIII shall continue (unless sooner discontinued or terminated as provided in Section 8.3 or by the disabled Participant’s death) until the month in which the disabled Participant attains age sixty-five (65). From and after attainment of age sixty-five (65) benefits shall be payable to a Participant under this Plan only in accordance with the provisions of Article IX (governing the benefits payable to a Participant whose employment terminates when he has a vested right to benefits) and in the case of such benefits the applicable form of benefit shall be as provided in Article X and the Benefit Factor(s) applicable to the Participant shall be the same Benefit Factor(s) applicable to calculation of the Participant’s disability benefit.

     A Participant whose termination of employment by reason of total and permanent disability occurs prior to his eligibility to retire on an Early Retirement Date may, at any time after attainment of age fifty-five (55) elect, in such manner as the Pension Plan Committee may prescribe (but only if he is then receiving a disability benefit), to have his benefits thereafter payable as retirement income in accordance with Article X, in lieu of receiving any further disability benefits under this Article VIII. In the event of such an election, such Participant’s retirement income shall be reduced to the extent provided in Section 7.2(a) if the payment of

such retirement income pursuant to Article X commences prior to age sixty-five (65). For purposes of determining the amount of reduction, if any, provided by Section 7.2(a), the date of commencement of retirement income shall be the date payments commence pursuant to Article X (without regard to the date benefits commenced under this Article VIII).

      8.5 Deduction from Disability Benefits . In determining the amount of the disability benefit a deduction shall be made from the amount provided by Section 8.4 equal to (1) any Workers’ Compensation benefits, (2) disability payments received from the United States or a foreign country by reason of service in the armed forces of the United States or such other country, and (3) any other disability benefits (other than social security disability benefits) from time to time payable if such benefits have been provided in whole or in part by premiums, taxes or other payments paid by or at the expense of the Company or an Affiliated Company. If the Workers’ Compensation benefit is paid on a lump sum basis, whether pursuant to an award or a settlement, the amount of such lump sum payment shall be deducted from the monthly disability benefits as determined by Section 8.4 until the entire amount of the lump sum payment will have been liquidated.

ARTICLE IX

VESTING AND VESTED TERMINATION

      9.1 Vesting . All benefits to which a Participant may be entitled under this Plan shall be vested in the Participant upon such Participant’s completion of five (5) years of Cumulative Service, or upon such Participant’s sixty-fifth (65th) birthday if he is then employed by the Company or an Affiliated Company, whichever event shall occur first. Vested benefits shall be nonforfeitable and a Participant shall be entitled to receive such benefits in accordance with the provisions of this Plan.

      9.2 Vested Termination of Employment . If for any reason other than death, or retirement in accordance with the provisions of this Plan, the employment of the Participant is terminated and at the time of such termination such Participant has a vested right to benefits hereunder, the Participant shall be entitled to receive a monthly retirement income (determined and payable in accordance with Section 9.3) commencing on Normal Retirement Date, or, if the Participant so elects on or after his attainment of age fifty-five (55), commencing as of the first day of any month selected by him which is after his fifty-fifth (55th) birthday and prior to his Normal Retirement Date.

      9.3 Form and Amount of Vested Termination Benefits . The retirement income hereunder shall be payable as provided in Article X. The monthly amount of retirement income commencing on Normal Retirement Date shall be determined in accordance with Sections 7.1 and 7.5, based, however, on the Participants years of Credited Service and the Benefit Factor(s) as of the date of his termination of employment. The monthly amount of retirement income commencing prior to Normal Retirement Date shall be a reduced percentage of the retirement income otherwise payable. Such reduced percentage shall be determined in accordance with Schedule A attached hereto and the percentage reduction specified in Section 7.2(a) shall not apply.

ARTICLE X

PAYMENT OF BENEFITS

      10.1 Normal Form of Payment . Unless a Participant elects an optional form of benefits as provided in this Article X, the retirement income to which a Participant may be entitled, commencing at his Normal Retirement Date (or on a date which is on or after his Early Retirement Date as provided in Section 7.2), shall be payable in equal monthly installments, as follows:

     (a) The retirement income payable to a Participant who has a Spouse on his Annuity Starting Date shall be a reduced benefit payable for the lifetime of the Participant, with fifty percent (50%) of the amount payable to the Participant continued thereafter to the Spouse of the Participant, for the lifetime of such Spouse. The reduced monthly amount payable to a Participant during his lifetime (as provided in this Section 10.1(a)), shall be a percentage of the amount otherwise payable in the form described in Section 10.1(b) below, and such percentage shall be determined in accordance with Schedule B, attached hereto. In no event, however, shall the value of the joint and survivor annuity payable under this Section 10.1(a) be less than the value of any optional form of payment payable under the Plan at the same time;

     (b) The retirement income payable to any Participant who does not have a Spouse on his Annuity Starting Date shall be a single life annuity, payable for the lifetime of the Participant, which is the amount provided in Article VII, VIII or IX, as appropriate.

      10.2 Optional Form of Payment. Subject to the provisions of Section 10.3, below, a Participant (including a former Employee with a vested interest as provided in Article IX) may make an election, at any time prior to the date with respect to which his retirement income

commences, to receive the retirement income otherwise payable to him in an optional form described in either Section 10.2(a), Section 10.2(b) or Section 10.2(c) below:

     (a) A single life annuity, as described in Section 10.1(b), payable to the Participant for his lifetime.

     (b) A joint and survivor annuity, with reduced monthly payments to the Participant for his lifetime, with the percentage of such monthly amount continued thereafter to the Participant’s designated Joint Annuitant, to be paid monthly for the lifetime of such Joint Annuitant, ending with the last payment made prior to the death of such Joint Annuitant. Subject to the provisions of Section 10.6, the applicable Joint Annuitant’s percentage shall be specified by the Participant at the time of electing the joint and survivor annuity described in this Section 10.2(b), and shall be either fifty percent (50%) or one hundred percent (100%). The reduced monthly amount payable to a Participant during his lifetime (as provided in this Section 10.2(b)), shall be a percentage of the amount otherwise payable in the form described in Section 10.1(b) above, and such percentage shall be determined in accordance with Schedule B (where fifty percent (50%) is payable to the Joint Annuitant) or Schedule C (where one hundred percent (100%) is payable to the Joint Annuitant).

     (c) A reduced pension, which shall be the Actuarial Equivalent of the amount otherwise payable in the form described in Section 11.1(b), payable during the Participant’s life, but for a term certain of 5, 10, 15 or 20 years (as the Participant shall so elect provided the period specified shall not exceed the maximum period permitted under Section 10.6, with the payment to his Beneficiary of any pension payments remaining to be paid after the Participant’s death, or if such Beneficiary shall have predeceased him,

with the commuted value of such remaining pension payments to be paid to his estate in one lump sum, and with the payment to the estate of the Beneficiary in one lump sum of the commuted value of any pension payments remaining