AUTOLIV INC, S-8, 1997-05-01

AUTOLIV INC
S-8, 1997-05-01
MOTOR VEHICLE PARTS & ACCESSORIES

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As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AUTOLIV, INC.
(Exact name of registrant as specified in its charter)

Delaware 51-0378542
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
World Trade Center
Klarabergsviadukten 70
S-107 24 Stockholm, Sweden Not applicable
(Address of principal executive office) (Zip Code)
Autoliv ASP Employee Investment Plan
(Full title of the plan)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Scott V. Simpson, Sr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Canada Square, Canary Wharf
London E14 5DS, England
(44) (171) 519-7000
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed
Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered(1) Per Share (2)(3) Price (2)(3) Fee(2)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,250,000 $21.69 $27,112,500 $8,215.91
value $1 per share
=========================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of
1933 (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plans described herein.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with paragraphs (c) and (h) of Rule 457 under
the Securities Act, based on the sum of (a) $1.99, the estimated
value of the portion of a share of Autoliv, Inc. attributable to
the book value as of December 31, 1996 of the assets of the
Automotive Safety Products business of Morton International,
Inc. ("Morton"), based upon the assumption that such assets will
comprise 46.5% of the book value of Autoliv, Inc. subsequent to
the Merger described herein; (b) $.20, the estimated value of
the portion of a share of Autoliv, Inc. attributable to the
market value of the American Depositary Shares ("ADSs") of
Autoliv AB, based on the average of the high and low quotation
per share of the ADSs of Autoliv AB on the PORTAL system on
April 24, 1997, and based on the assumption that the former
holders of Autoliv AB Common Stock and ADSs will initially hold
approximatey 53.5% of the outstanding Autoliv, Inc. Common
Stock, and (c) $19.50, the estimated value of the portion of a
share of Autoliv, Inc. attributable to the market value of the
shares of common stock, par value 10 Swedish kronor per share,
of Autoliv AB ("Autoliv AB Common Stock"), based on the average
of the high and low sale price per share of Autoliv AB Common
Stock on the Stockholm Stock Exchange on April 24, 1997 (based
on the exchange rate of $1.00 = SEK 7.67 on April 24, 1997), and
based on the assumption that the former holders of Autoliv AB
Common Stock and ADSs will initially hold approximatey 53.5% of
the outstanding Autoliv, Inc. Common Stock.
(3) The proposed maximum aggregate offering price is equal to the
proposed maximum aggregate offering price per share multiplied
by the number of shares being registered hereunder.

INTRODUCTORY STATEMENT

Autoliv, Inc. hereby files this Registration Statement on
Form S-8 relating to the Autoliv ASP Employee Investment Plan. In
connection with the Combination Agreement, dated as of November 25,
1996, among Autoliv, Inc., Autoliv AB, a corporation organized under the
laws of the Kingdom of Sweden, ASP Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of Autoliv, Inc., and Morton
International, Inc., an Indiana corporation ("Morton"), ASP Merger Sub
Inc. will be merged with and into Morton and Morton will become a
wholly-owned subsidiary of Autoliv, Inc., (the "Merger"). Prior to the
Merger, Morton will contribute to New Morton International, Inc., a
corporation formed by Morton under the laws of the State of Indiana
("New Morton"), all of the businesses, assets and liabilities owned by
Morton and its subsidiaries, other than its automotive safety products
business. Shortly following the contribution, Morton will distribute to
its shareholders on a share-for-share basis, all of the shares of New
Morton.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

Not required to be filed with this Registration
Statement.

Item 2. Registrant Information and Employee Plan Annual Information

Not required to be filed with this Registration
Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents which have been heretofore filed
with the Securities and Exchange Commission (the "Commission") by the
registrant, Autoliv, Inc., a Delaware corporation (the "Registrant"),
are incorporated by reference in this Registration Statement:

(a) The Registrant's Registration Statement on Form S-4
(File No. 333-23813) filed with the Commission on March 24, 1997
and as it may be amended from time to time (the "Registrant's
Registration Statement on Form S-4");

(b) The Registrant's Registration Statement on Form 8-A
(File Number 001-12933) filed with the Commission on April 25,
1997 (the "Form 8-A") and the Form 8-K filed by the Registrant
on April 28, 1997; and

(c) The description of the Registrant's common stock, par
value $1 per share (the "Common Stock"), contained in the Form
8-A, including any amendments or reports filed with the
Commission for purposes of updating such description.

All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.

Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Restated Certificate of Incorporation of the
Registrant provides the Registrant with the authority to indemnify its
directors, officers, employees and agents to the full extent allowed by
Delaware law.

The Registrant maintains, at its expense, an insurance
policy which provides directors and officers of the Registrant, subject
to certain exclusions and deductions as are customary in such insurance
policies, against certain liabilities which may be incurred in those
capacities.

See Item 9 for the Registrant's undertaking with respect
to indemnification.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

3.1 Restated Certificate of Incorporation of the Registrant
3.2 Restated By-Laws of the Registrant
4.1 Autoliv ASP Employee Investment Plan
4.2 Form of Certificate of the Registrant's Common Stock
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young AB
23.3 Consent of Befec-Price Waterhouse and SYC SA
23.4 Consent of Serge Yablonsky
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
23.6 Consent of Befec-Price Waterhouse and Serge Yablonsky
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1 hereto).

The Registrant hereby undertakes to submit the Autoliv
ASP Employee Investment Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify such Plan.

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;

ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement;

iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered hereby which remain unsold at the termination
of the offering.

(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Stockholm,
Kingdom of Sweden, on May 1, 1997.

AUTOLIV, INC.
(Registrant)

By: /S/ GUNNAR BARK
Gunnar Bark
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date

/S/ PER-OLOF ARONSON Director May 1, 1997
Per-Olof Aronson

/S/ GUNNAR BARK Chairman, Chief Executive Officer May 1, 1997
Gunnar Bark (Principal Executive Officer)

/S/ WILHELM KULL Chief Financial Officer (Principal May 1, 1997
Wilhelm Kull Financial Officer and Principal
Accounting Officer)

/S/ FRED J. MUSONE Director, Chief Operating Officer May 1, 1997
Fred J. Musone

/S/ GEORGE A. SCHAEFER Director May 1, 1997
George A. Schaefer

/S/ S. JAY STEWART Director May 1, 1997
S. Jay Stewart

/S/ ROGER W. STONE Director May 1, 1997
Roger W. Stone

/S/ PER WELIN Director May 1, 1997
Per Welin

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the person who administers the Autoliv ASP Employee Investment Plan has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Stockholm,
Kingdom of Sweden, on May 1, 1997.

AUTOLIV ASP EMPLOYEE INVESTMENT PLAN
(Plan)

By: /S/ CLAES HUMBLA
Claes Humbla
Administrator of Autoliv ASP Employee
Investment Plan

EXHIBIT INDEX

Exhibits

3.1 Restated Certificate of Incorporation of the Registrant
3.2 Restated By-Laws of the Registrant
4.1 Autoliv ASP Employee Investment Plan
4.2 Form of Certificate of the Registrant's Common Stock
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the Securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young AB
23.3 Consent of Befec-Price Waterhouse and SYC SA
23.4 Consent of Serge Yablonsky
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
23.6 Consent of Befec-Price Waterhouse and Serge Yablonsky
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in
the opinion filed as Exhibit 5.1 hereto).

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

AUTOLIV, INC.

AUTOLIV, INC., a Delaware corporation, the original
Certificate of Incorporation of which was filed with the Secretary of
State of the State of Delaware on October 1, 1996 and a Certificate of
Amendment of which was filed with the Secretary of State of the State of
Delaware on November 20, 1996, HEREBY CERTIFIES that this Restated
Certificate of Incorporation, restating, integrating and amending its
Certificate of Incorporation, was duly adopted in accordance with
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.

FIRST: The name of the Corporation is Autoliv, Inc.
(hereinafter the "Corporation").

SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at
that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under
the General Corporation Law of the State of Delaware (the "GCL").

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 350,000,000 of which
25,000,000 shares shall be Preferred Stock, of the par value of $1.00
per share, and 325,000,000 shares shall be Common Stock, of the par
value of $1.00 per share. The authorized shares of Preferred Stock and
Common Stock will, except as otherwise required by applicable law or the
rules of any stock exchange on which the corporation's stock is traded,
be available for issuance without any further action by the
stockholders.

A. Preferred Stock. The board of directors of the
Corporation (the "Board of Directors") is expressly authorized to
provide for the issue of all or any shares of the Preferred Stock, in
one or more series, and to fix for each such series such voting powers,
full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series (a "Preferred Stock
Designation") and as may be permitted by the GCL, including terms and
rights relating to (a) whether dividends, if any, will be cumulative or
non-cumulative and the dividend rate of the series, (b) the dates at
which dividends, if any, will be payable, (c) the redemption rights and
price or prices, if any, for shares of the series, (d) the terms and
amount of any sinking fund provided for the purchase or redemption of
shares of the series, (e) the amounts payable on shares of the series in
the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the affairs of the Corporation, (f) whether the shares of
the series will be convertible into shares of any other class or series,
or any other security, of the Corporation or any other corporation, and,
if so, the specification of such other class or series or such other
security, the conversion price or prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares shall be
convertible and all other terms and conditions upon which such
conversion may be made, (g) restrictions on the issuance of shares of
the same series or of any other class or series and (h) the voting
rights, if any, of the holders of such series. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors (the "Voting Stock"), voting
together as a single class, without a separate vote of the holders of
the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation or by
the GCL.

B. Common Stock. Except as otherwise required by law or
as otherwise provided in any Preferred Stock Designation, the holders of
Common Stock shall be entitled to receive, out of any funds legally
available for the purpose, such dividends as may be declared from time
to time by the Board of Directors. When and as dividends are declared on
the Common Stock, whether payable in cash, property or securities of the
Corporation, each holder of Common Stock will be entitled to participate
in such dividends ratably on a per share basis. In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, or upon the distribution of its assets, after
the payment in full or the setting apart for payment of such
preferential amounts, if any, to which the holders of Preferred Stock at
the time outstanding shall be entitled, the remaining assets of the
Corporation available for payment and distribution to stockholders
shall, subject to any participating or similar rights of any series of
Preferred Stock at the time outstanding, be distributed ratably among
the holders of Common Stock at the time outstanding. Shares of Common
Stock shall have no preference, conversion, exchange, preemptive or
other similar rights. Except as otherwise required by the GCL, on all
matters to be voted on by the Corporation's stockholders, the Common
Stock will be entitled to one vote per share. Except as otherwise
required by law or the terms of any series of Preferred Stock, the
Common Stock will vote together with the Preferred Stock on all matters
submitted to a vote of stockholders.

FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of
the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

(2) a. Number, election and terms of directors. Subject
to the rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the number
of directors which the Corporation would have if there were no vacancies
(the "Whole Board"). The directors, other than those who may be elected
by the holders of any series of Preferred Stock under specified
circumstances, shall be divided, with respect to the time for which
they severally hold office, into three classes, with the term of office
of the first class to expire at the 1998 annual meeting of stockholders,
the term of office of the second class to expire at the 1999 annual
meeting of stockholders and the term of office of the third class to
expire at the 2000 annual meeting of stockholders, with each director to
hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the
1998 annual meeting, (i) directors elected to succeed those directors
whose terms then expire shall be elected by plurality vote for a term of
office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified, and (ii) if
authorized by a resolution of the Board of Directors, directors may be
elected to fill any vacancy on the Board of Directors, regardless of how
such vacancy was created.

b. Stockholder nomination of director candidates and
introduction of business. Advance notice of stockholder nominations for
the election of directors and of business to be brought by stockholders
before any meeting of the stockholders of the Corporation shall be given
in the manner provided in the By-Laws of the Corporation.

c. Newly created directorships and vacancies. Subject to
the rights of the holders of any series of Preferred Stock, and unless
the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies of the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the entire
Board of Directors shall shorten the term of any incumbent director.

d. Removal. Subject to the rights of the holders of any
class or series of Preferred Stock, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause
and only by the affirmative vote of the holders of at least 80 percent
of the voting power of all the then-outstanding shares of the Voting
Stock, voting together as a single class.

(3) In addition to the powers and authority hereinbefore
or by statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject, nevertheless, to
the provisions of the GCL and this Certificate of Incorporation.

SIXTH: Any action required or permitted to be taken by
the stockholders of the Corporation may only be effected at an annual or
special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by any such holders. Special meetings
of stockholders of the Corporation may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole
Board.

SEVENTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director for any act or
omission, except to the extent such exemption from liability or
limitation thereof is not permitted under the GCL. If the GCL is
hereafter amended to permit further elimination or limitation of the
personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent
permitted by the GCL as so amended. Any repeal or modification of this
Article SEVENTH by the stockholders of the Corporation or otherwise
shall not apply to or have any adverse effect on any right or protection
of a director of the Corporation existing hereunder for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal.

EIGHTH: (1) The Corporation shall, to the fullest extent
permitted by Section 145 of the GCL, as the same exists or may hereafter
be amended (but, in the case of any such amendment, to the fullest
extent permitted by law, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action
by or in the right of the Corporation) against any expenses (including
attorneys' fees), judgments, fines and amounts paid or to be paid in
settlement, excise taxes or penalties arising under the Employee
Retirement Income Security Act of 1974, as amended, actually and
reasonably incurred by such person in connection with such action, suit
or proceeding (and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and administrators) by
reason of the fact that he, or a person of whom he is a legal
representative, is or was an officer, director, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise if such person
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful; provided, however, that except as
provided in subsection (7) of this Article EIGHTH, the Corporation
shall indemnify any such person seeking indemnification in connection
with a proceeding or part thereof initiated by such a person only if
such proceeding (or part thereof) was authorized by the Board of
Directors. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceedings,
had reasonable cause to believe that his conduct was unlawful. The
rights to indemnification pursuant to this Article EIGHTH (including
advancement of expenses) shall be a contract right.

(2) Any indemnification under subsection (1) of this
Article EIGHTH (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable standard
of conduct set forth in subsection (1) of this Article EIGHTH. Such
determination shall be made (i) by a majority vote of the directors who
are not parties to such action, suit or proceeding even though less than
a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii)
by the stockholders.

(3) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (to the extent required by the
GCL) by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article EIGHTH.
Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the
Board of Directors deems appropriate.

(4) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
Article EIGHTH shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding
such office.

(5) The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against and incurred by such
person in any such capacity or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify
such person against such liability under this Article EIGHTH.

(6) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article EIGHTH shall continue as to a
person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executor and administrators of such a person. The
indemnification and advancement of expenses provided by, or grants pursuant
to, this Article EIGHTH shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an employee or agent
(other than an officer or director), and shall inure to the benefit of the
heirs, executors and administrators of such a person.

(7) If a claim for indemnification pursuant to this
Article EIGHTH is not paid in full by the Corporation within 30 days
after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been rendered to the
Corporation) that the claimant has not met the applicable standard of
conduct set forth in the GCL for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. The Corporation shall be precluded from
asserting in any judicial proceeding commenced pursuant to this
paragraph that the procedures and presumptions of this Article EIGHTH
are not valid, binding and enforceable and shall stipulate in such
proceeding that the Corporation is bound by all the provisions of this
Article. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
such person has met the applicable standard of conduct set forth in the
GCL, nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met such applicable standard of conduct.

NINTH: In addition to any other considerations which the
Board of Directors may lawfully take into account, in determining
whether to take or to refrain from taking corporate action on any
matter, including making or declining to make any recommendation to the
shareholders of the Corporation, the Board of Directors may in its
discretion consider the long-term as well as short-term best interests
of the Corporation (including the possibility that these interests may
be best served by the continued independence of the Corporation), taking
into account, and weighing as the directors deem appropriate, the
effects of such action on employees, suppliers and customers of the
Corporation and its subsidiaries and the effect upon communities in
which offices or other facilities of the Corporation are located, and
any other factors the directors consider pertinent.

TENTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors
is expressly authorized and empowered in the manner provided in the
By-Laws of the Corporation, to make, alter, amend and repeal the By-Laws
of the Corporation in any respect not inconsistent with the laws of the
State of Delaware or with this Restated Certificate of Incorporation of
the Corporation.

ELEVENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, in the manner now or hereafter prescribed
by the GCL, and all rights conferred upon stockholders herein are
granted subject to this reservation; provided, however, that (i) no
amendment, alteration, change or repeal in any respect of any provision
of Article FIFTH, Article SIXTH, Article TENTH, or this Article ELEVENTH
hereof may be made by the stockholders of the Corporation, and no
provision inconsistent therewith may be so adopted, without the
affirmative vote of 80 percent of the voting power of all the then
outstanding shares of the Voting Stock, voting together as a single
class.

IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed in its name and attested by its duly authorized
officers this 1st day of May, 1996.

AUTOLIV, INC.

/S/ JORGEN SVENSSON
By: Jorgen Svensson
Title: Secretary

Exhibit 3.2

RESTATED BY-LAWS

Autoliv, Inc.

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New
Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of
Delaware as the board of directors of the Corporation (the "Board of
Directors") may from time to time determine. The books and records of
the Corporation may be kept outside the State of Delaware at such place
or places as may from time to time be designated by the Board of
Directors.

ARTICLE II

STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the
stockholders for the election of directors or for any other purpose
shall be held at such time and place, either within or without the State
of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2. Annual Meetings. The annual meetings of
stockholders shall be held on such date, and at such times as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which meetings the stockholders shall elect by
a plurality vote directors to the Board of Directors, and transact such
other business as may properly be brought before the meeting. Written
notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such
meeting not later than the close of business on the 10th day, and not
earlier than the close of business on the 60th day, before the date of
the meeting.

Section 3. Special Meetings. Special meetings of
stockholders may be called only by the Board of Directors pursuant to a
resolution adopted by a majority of the number of directors which the
Corporation would have if there were no vacancies (the "Whole Board").
Written notice of a special meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is
called shall be given to each stockholder entitled to vote at such
meeting not later than the close of business on the 10th day, and not
earlier than the close of business on the 60th day, before the date of
the meeting. At any special meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting by or at the direction of the Board of Directors and as stated
in the written notice of meeting.

Section 4. Quorum. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the
capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except
that when specified business is to be voted on by a class or series of
stock voting as a class, the holders of a majority of the shares of such
class or series shall constitute a quorum of such class or series for
the transaction of such business. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented
by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
If the adjournment is for more than 30 days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder entitled to vote at
the meeting. The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not
there is such a quorum. The stockholders present at a duly called
meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.

Section 5. Notice of Stockholder Business. At an annual
meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice must be delivered to or mailed and received by the
Secretary of the Corporation not later than the close of business on the
60th day, nor earlier than the close of business on the 90th day, prior
to the first anniversary of the previous year's annual meeting;
provided, however, that if the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, not
earlier than the close of business on the 90th day prior to such meeting
and not later than the close of business on the later of (i) the 60th
day prior to such meeting or (ii) the fifth day after public
announcement of the date of such meeting is first made by the
Corporation. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and record address of the
stockholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is submitted, (c) the class and number of
shares of the Corporation which are beneficially owned by the
stockholder and the beneficial owner, if any, on whose behalf the
proposal is submitted, and (d) any material interest of the stockholder
in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Article II, Section 5.
The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before
the meeting and in accordance with the provisions of this Article II,
Section 5, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of
this By-Law, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder with respect
to the matters set forth in this By-Law. Nothing in this By-Law shall be
deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.

Section 6. Notice of Stockholder Nominees. Only persons
who are nominated in accordance with the procedures set forth in this
Article II, Section 6 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors may be
made at a meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting by or at the direction
of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this
Article II, Section 6. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and
received by the Secretary of the Corporation not earlier than the close
of business on the 90th day before such meeting and not later than the
close of business on the later of (a) the 60th day prior to such meeting
or (b) the 10th day after public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including without limitation such person's written consent
to being named in the proxy statement as a nominee and to serving as a
Director if elected); and (b) as to the stockholder giving the notice
and any other beneficial owner on whose behalf the nomination is made
(i) the name and record address of the stockholder and (ii) the class
and number of shares of the Corporation which are beneficially owned by
such stockholder. Notwithstanding anything to the contrary in this
Section 6, in the event that the number of directors to be elected to
the Board of Directors of the Corporation is increased and there is no
public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at
least 70 days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first
made by the Corporation. For purposes of this By-Law, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the
procedures set forth in this Article II, Section 6. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-Law.

Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, all matters other than
the election of directors brought before any meeting of stockholders
shall be decided by the vote of the holders of a majority of the stock
represented and entitled to vote thereat. Except as otherwise set forth
in any Preferred Stock Designation (as defined in Article FOURTH of the
Certificate of Incorporation), each stockholder represented at a meeting
of stockholders shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder.
Such votes may be cast in person or by proxy executed in writing (or in
such manner prescribed by the GCL) but no proxy shall be voted on or
after one year from its date. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such
meeting shall be cast by written ballot.

Section 8. Consent of Stockholders in Lieu of Meeting.
Any action required or permitted to be taken by the stockholders of the
Corporation may only be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected by any consent
in writing by any such holders.

Section 9. Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.

Section 10. Postponement. Any previously scheduled
meeting of stockholders, whether annual or special, may be postponed,
and (unless the Certificate of Incorporation provides otherwise) any
special meeting of the stockholders may be cancelled, by resolution of
the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. Subject to
the rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, the number of directors shall
be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the Whole Board. To
the extent practicable, one-half of the directors shall be citizens of
the United States and one-half of the directors shall be nationals of
Sweden or member states of the European Union. The directors, other than
those who may be elected by the holders of any series of Preferred Stock
under specified circumstances, shall be divided, with respect to the
time for which they severally hold office, into three classes, with the
term of office of the first class to expire at the 1998 annual meeting
of stockholders, the term of office of the second class to expire at the
1999 annual meeting of stockholders and the term of office of the third
class to expire at the 2000 annual meeting of stockholders, with each
director to hold office until his or her successor shall have been duly
elected and qualified. At each annual meeting of stockholders,
commencing with the 1998 annual meeting, (i) directors elected to
succeed those directors whose terms then expire shall be elected by
plurality vote for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director
to hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created. Any
director may resign at any time upon written notice to the Corporation.
Directors need not be stockholders.

Section 2. Chairman of the Board of Directors. The
Chairman of the Board of Directors shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board
of Directors may hold such responsibilities with respect to the
governance of the Corporation as from time to time may be assigned by
the Board of Directors. The Chairman of the Board shall be elected from
among the directors.

Section 3. Vacancies. Subject to the rights of the
holders of any class or series of Preferred Stock, and unless the Board
of Directors otherwise determines, vacancies resulting from death,
resignation, retirement, disqualification, removal from office or other
cause, and newly created directorships resulting from any increase in
the authorized number of directors may be filled only by the affirmative
vote of a majority of the remaining directors, though less than a quorum
of the Board of Directors, and directors so chosen shall hold office for
a term expiring at the annual meeting of stockholders at which the term
of office of the class to which they have been elected expires and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Whole
Board shall shorten the term of any incumbent director.

Section 4. Removal. Subject to the rights of the holders
of any class or series of Preferred Stock, any director, or the entire
Board of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least 80
percent of the voting power of all of the then-outstanding shares of
capital stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a single
class.

Section 5. Duties and Powers. The business of the
Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these By-Laws directed or required to
be exercised or done by the stockholders.

Section 6. Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State
of Delaware. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from time to time
be determined by the Board of Directors. Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, or a majority of the Board
of Directors. Notice thereof stating the place, date and hour of the
special meeting shall be given to each director, either (i) by mail,
addressed to each director at their residence or usual place of business
and received at least five days before the date on which such meeting is
to be held, (ii) personally or by telephone and not later than three
days before the date on which such meeting is to be held, or (iii) by
telecopy, at least three days before the date on which such meeting is
to be held. A meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the
meeting in accordance with Article VI, Section 2 of these By-Laws.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified
in the notice of such meeting, except for amendments to these By-Laws,
as provided under Article IX, Section 1 of these By-Laws.

Section 7. Quorum. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these
By-Laws, at all meetings of the Board of Directors, a majority of the
Whole Board shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If
a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present.

Section 8. Actions of Board. Unless otherwise provided by
the Certificate of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all the members
of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

Section 9. Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate of Incorporation or these
By-Laws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors or such committee by means of a conference by telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Article III, Section 9 shall constitute
presence in person at such meeting.

Section 10. Committees. The Board of Directors may, by
resolution adopted by a majority of the Whole Board, designate one or
more committees, each such committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one
or more directors as alternate members of any such committee, who may
replace any absent or disqualified member at any meeting of any such
committee. In the absence or disqualification of a member of any such
committee, and in the absence of a designation by the Board of Directors
of an alternate member to replace the absent or disqualified member, the
member or members of such committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act
at the committee meeting in the place of any absent or disqualified
member. Such committees to the extent allowed by law and provided in
the resolution establishing such committees, shall have and may exercise
all the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.
A majority of any such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall
otherwise provide. Notice of such meetings shall be given to each member
of the committee in the manner provided in Article III, Section 6. The
Board of Directors shall have the power at any time to fill vacancies
in, to change the membership of or to dissolve any such committee.
Nothing herein shall be deemed to prevent the Board of Directors from
appointing one or more other committees consisting in whole or in part
of persons who are not directors of the Corporation; provided, however,
that no such committee shall or may exercise any authority of the Board
of Directors.

Section 11. Records. The Board of Directors shall cause
to be kept a record containing the minutes of the proceedings of the
meetings of the Board of Directors and of the stockholders, appropriate
stock books and registers and such books of records and accounts as may
be necessary for the proper conduct of the business of the Corporation.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall
be chosen by the Board of Directors and shall be a Chief Executive
Officer, a Chief Operating Officer, a Chief Financial Officer, a
Secretary and such other officers (including, without limitation, a
President and a Treasurer) as the Board of Directors may from time to
time deem proper. The Board of Directors, in its discretion, may also
choose one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. All officers elected by the Board of
Directors shall each have such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of this
Article IV. Such officers shall also have such powers and duties as from
time to time may be conferred by the Board of Directors or by any
committee thereof. The Board of Directors or any committee thereof, may
from time to time elect, or the Chief Executive Officer or the President
may appoint, such other officers (including one or more Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers and Assistant
Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and
agents shall have such duties and shall hold their offices for such
terms as shall be provided in these By-Laws or as may be prescribed by
the Board of Directors or such committee or by the Chief Executive
Officer or the President, as the case may be. Any number of offices may
be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these By-Laws. The officers of the
Corporation need not be stockholders of the Corporation nor need such
officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first
meeting held after each annual meeting of stockholders shall elect the
officers of the Corporation who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and all officers
of the Corporation shall hold office until their successors are chosen
and qualified, or until their earlier resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any officer or
agent appointed by the Chief Executive Officer or the President may be
removed by the Chief Executive Officer or the President whenever, in
their judgment, the best interests of the Corporation would be served
thereby. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors. Any vacancy for any reason in an
office appointed by the Chief Executive Officer or the President may be
filled by the Chief Executive Officer or the President.

Section 3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the Chief
Executive Officer, the President, or any Vice President and any such
officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which
the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the Corporation
might have exercised and possessed if present. The Board of Directors
may, by resolution, from time to time confer like powers upon any other
person or persons.

Section 4. Chief Executive Officer. The Chief Executive
Officer of the Corporation shall, subject to the control of the Board of
Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors
are carried into effect. In the absence or disability of the Chairman of
the Board of Directors, the Chief Executive Officer shall preside at all
meetings of the stockholders and the Board of Directors. The Chief
Executive Officer shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these
By-Laws or by the Board of Directors of the Corporation.

Section 5. Chief Operating Officer. The Chief Operating
Officer of the Corporation shall have such responsibilities as may be
assigned to him by the Chief Executive Officer of the Corporation.

Section 6. President. The President (if any) shall
possess the same power as the Chief Executive Officer to sign all
contracts, certificates and other instruments of the Corporation to the
extent authorized by the Board of Directors or the Chief Executive
Officer. During the absence or disability of the Chief Executive
Officer, the President shall exercise all the powers and discharge all
the duties of the Chief Executive Officer to the extent authorized to do
so by the Board of Directors or the Chief Executive Officer. The
President shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him by these
By-Laws, the Board of Directors or the Chief Executive Officer.

Section 7. Vice Presidents. At the request of the
President or the Chief Executive Officer or in their absence or in the
event of their inability or refusal to act, the Vice President (if any)
or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall, to the extent authorized to
do so by the President or the Chief Excecutive Officer, perform the
duties of the President or the Chief Executive Officer, as the case may
be, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President or the Chief Executive Officer,
as the case may be. Each Vice President shall perform such other duties
and have such other powers as the Board of Directors from time to time
may prescribe. If there be no Vice President, the Board of Directors
shall designate the officer of the Corporation who, in the absence of
the President or the Chief Executive Officer or in the event of the
inability or refusal of the President or the Chief Executive Officer to
act, shall perform the duties of the President or the Chief Executive
Officer, as the case may be, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President or
the Chief Executive Officer, as the case may be.

Section 8. Chief Financial Officer. The Chief Financial
Officer shall act in an executive financial capacity. He shall assist
the Chief Executive Officer and the President (if any) in the general
supervision of the Corporation's financial policies and affairs.

Section 9. Secretary. The Secretary or, in the event the
Board of Directors has not appointed a Secretary, the Officer of the
Corporation to whom the Board of Directors shall have assigned the
duties described in this Section 8, shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chief Executive Officer or the President,
under whose supervision he shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stock-
holders and special meetings of the Board of Directors, and if there be
no Assistant Secretary, then either the Board of Directors, the Chief
Executive Officer or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there
be one, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of
the Secretary or by the signature of any such Assistant Secretary. The
Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept
or filed are properly kept or filed, as the case may be.

Section 10. Treasurer. The Treasurer (if any) shall have
the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer, the
President and the Board of Directors, at its regular meetings, or when
the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the Corporation.

Section 11. Assistant Vice Presidents. Except as may be
otherwise provided in these By-Laws, Assistant Vice Presidents, if there
be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the Chief
Executive Officer, the President, or any Vice President.

Section 12. Assistant Secretaries. Except as may be
otherwise provided in these By-Laws, Assistant Secretaries, if there be
any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chief Executive
Officer, the President, any Vice President, if there be one, or the
Secretary, if there be one, and in the absence of the Secretary or in
the event of his disability or refusal to act, shall perform the duties
of the Secretary, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Secretary.

Section 13. Assistant Treasurers. Assistant Treasurers,
if there be any, shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors, the
Chief Executive Officer, the President, any Vice President, if there be
one, or the Treasurer, if there be one, and in the absence of the
Treasurer or in the event of his disability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer.
If required by the Board of Directors, an Assistant Treasurer shall give
the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

Section 14. Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such
powers as from time to time may be assigned to them by the Board of
Directors. The Board of Directors may delegate to any other officer of
the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws,
including, without limitation, through a "book-entry" system if so
prescribed by the Board. Transfers of stock shall be made on the books
of the Corporation only by the person named in the certificate or by his
attorney lawfully constituted in writing, which shall be cancelled
before a new certificate shall be issued, with such proof of the
authenticity of the signature as the Corporation or its agents may
require.

Section 2. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which
shall not be more than 60 days nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

Section 3. Beneficial Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

Section 4. Shares Without Certificates. The Board of
Directors may authorize the issuance of any shares of any of its classes
or series without certificates. The authorization does not affect shares
already represented by certificates until the certificates are
surrendered to the Corporation. Within a reasonable time after the
issuance or transfer of shares without certificates, the Corporation
shall send the stockholder a written statement that includes (1) all of
the information required by applicable law on share certificates and (2)
any transfer restrictions applicable to the shares.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required
by law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, such notice may
be given by mail, addressed to such director, member of a committee or
stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the
United States mail. Written notice may also be given personally or by
telecopy, however, in the case of notice by telecopy, such notice shall
be deemed given at the time when it is transmitted to the proper number,
confirmation received.

Section 2. Waivers of Notice. Whenever any notice is
required by law, the Certificate of Incorporation or these By-Laws, to
be given to any director, member of a committee or stockholder, a waiver
thereof in writing, signed, by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting, and may be paid in cash, in property, or in
shares of the capital stock. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any proper purpose,
and the Board of Directors may modify or abolish any such reserve. The
Corporation shall make such arrangements as are necessary or appropriate
to ensure that all dividends payable to holders of Swedish Depositary
Receipts of the Corporation (the "Swedish Holders") are paid in Swedish
kronor.

Section 2. Disbursements. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time
to time designate.

Section 3. Fiscal Year. The fiscal year of the
Corporation shall end on December 31st of each year.

Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section 5. Swedish Depositary Receipts and Swedish
Holders of Common Stock. The Corporation shall use reasonable efforts to
maintain the listing and index membership of its Swedish Depositary
Receipts in Sweden on the Stockholm Stock Exchange to the extent
permitted by applicable rules and regulations. The foregoing
notwithstanding, the Corporation may resolve to list the shares of its
common stock directly on the Stockholm Stock Exchange. The Corporation
shall use reasonable efforts to establish arrangements such that the
Swedish Holders will have, to the extent permitted by applicable rules
and regulations, the opportunity to exercise such rights with respect to
the Corporation as would be exercisable by such Swedish Holders if they
held shares of common stock of the Corporation directly.

Section 6. Stockholder Communications. All communications
to stockholders shall be made available in both the English and Swedish
languages, including, without limitation, financial statements and the
annual and any semi-annual or quarterly reports of the Corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Indemnification of Directors, Officers,
Employees and Agents. The Corporation shall provide indemnification as
set forth in Article EIGHTH of the Certificate of Incorporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted
by the stockholders or by the Board of Directors, provided, however,
that notice of such proposed alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be. All such
amendments must be approved by either the affirmative vote of the
holders of a majority of the outstanding capital stock of the
Corporation entitled to vote thereon and voting together as a single
class, or by a majority of the Whole Board then in office.

EXHIBIT 4.1

AUTOLIV ASP, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Amended and Restated Effective as of May 1, 1997)

TABLE OF CONTENTS
Page

ARTICLE I
THE PLAN

1.1 The Plan...................................................... 1
1.2 Applicability of the Plan..................................... 3
1.3 Purpose....................................................... 4

ARTICLE II
DEFINITIONS AND CONSTRUCTION

2.1 Definitions................................................... 4
2.2 Gender and Number............................................. 13
2.3 Applicable Law................................................ 13
2.4 Severability.................................................. 13
2.5 Headings...................................................... 13

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1 Eligible Employees and Active Participa-
tion.......................................................... 13
3.2 Eligibility Service........................................... 14
3.3 Duration...................................................... 16
3.4 Adoption of Plan by Affiliated Companies...................... 16

ARTICLE IV
CONTRIBUTIONS, INVESTMENTS, AND FORFEITURES

4.1 Matched Contributions and Matched Con-
tributions Accounts........................................... 16
4.2 Unmatched Contributions and Unmatched
Contributions Accounts........................................ 17
4.3 Rollover Contributions and Account............................ 19
4.4 Change or Suspension of Contributions......................... 19
4.5 Employer Contributions and Account............................ 19
4.6 Forfeiture of Employer Contribution Account................... 19
4.7 Investments................................................... 20
4.8 Section 402 Limit on Before-Tax Contributions................. 23
4.9 Section 401(k) Limit on Before-Tax Contributions.............. 24
4.10 Section 401(m) Limit on After-Tax and
Matching Contributions........................................ 27
4.11 Limitation on Annual Additions................................ 30
4.12 Plan Accounting and Allocation of In-
vestment Earnings and Losses.................................. 34
4.13 Plan Expenses................................................. 34
4.14 Nonassignability.............................................. 34
4.15 Missing Persons............................................... 34
4.16 Withholding Taxes............................................. 35

ARTICLE V
VESTING IN ACCOUNTS

5.1 Nonforfeitable Interest in
Participant's Account......................................... 35
5.2 Vesting Service............................................... 36

ARTICLE VI
DISTRIBUTIONS, WITHDRAWALS, AND LOANS

6.1 Distributions at Retirement,
Disability, or Age 70 1/2..................................... 38
6.2 Distribution upon Death....................................... 42
6.3 Distribution upon Separation other than
by Death, Retirement, or Disability........................... 44
6.4 In-Service Withdrawals from After-Tax
Contributions Accounts........................................ 45
6.5 In-Service Withdrawals of Before-Tax
Contributions................................................. 47
6.6 Due Date for Payments......................................... 49
6.7 Minimum Distribution Amount................................... 50
6.8 Loans......................................................... 51
6.9 Direct Rollovers; Withholding................................. 55

ARTICLE VII
ADMINISTRATION

7.1 Committee and Plan Administrator.............................. 57
7.2 Compensation and Expenses..................................... 57
7.3 Manner of Action.............................................. 57
7.4 Chairman, Secretary, and Employment of
Specialists................................................... 57
7.5 Records....................................................... 58
7.6 Administration................................................ 58
7.7 Application for Benefits...................................... 58
7.8 Denial of Claims.............................................. 59
7.9 No Enlargement of Employee Rights............................. 60
7.10 Expenses of Administration.................................... 60
7.11 Incapacity.................................................... 60
7.12 Indemnity for Liability....................................... 60

ARTICLE VIII
FINANCING

8.1 Financing..................................................... 61
8.2 Contributions................................................. 61
8.3 Nonreversion.................................................. 61
8.4 Transfer of Assets............................................ 62

ARTICLE IX
AMENDMENT AND TERMINATION

9.1 Amendments to Conform with Law................................ 62
9.2 Other Amendments and Termination.............................. 62
9.3 Form of Amendment............................................. 62
9.4 Limitations on Amendments..................................... 63
9.5 Merger, Consolidation, or Transfer............................ 63

APPENDIX A
TOP-HEAVY PROVISIONS

A1.1 Application of Top-Heavy Provisions........................... 65
A1.2 Definitions................................................... 66
A1.3 Minimum Contribution.......................................... 69
A1.4 Limit on Annual Additions: Combined
Plan Limit.................................................... 69

APPENDIX B
SPECIAL VESTING RULES

B1.1 Southwest Chemical Services Incorporated...................... 71
B2.1 Alpha Catalog Chemicals....................................... 71

APPENDIX C
BEE CHEMICAL COMPANY

C1.1 Employer...................................................... 72
C1.2 Bee Chemical Profit Sharing Plan.............................. 72
C1.3 Bee Chemical Savings & Investment Plan........................ 73
C1.4 Vesting Service............................................... 73
C1.5 Life Annuity Options.......................................... 74
C1.6 Preretirement Spouse's Annuity................................ 77

APPENDIX D
POLYMER AND POLYPENCO

D1.1 Purpose....................................................... 78
D1.2 Use of Terms.................................................. 78
D1.3 Appendix D Participants....................................... 78
D1.4 Transfer of Accounts from Chesebrough
Savings Plan.................................................. 78
D1.5 Transfer of Voluntary Contribution Ac-
counts from the Polymer Retirement Plan
and the Polypenco, Inc. (Va.)
Retirement Plan............................................... 79
D1.6 Vested Benefits............................................... 79
D1.7 Eligibility................................................... 79
D1.8 Service....................................................... 79

APPENDIX E
CVD INCORPORATED

E1.1 Acquisition and Transfer of Assets............................ 80
E1.2 Employer...................................................... 80
E2.1 Transfer of Assets to Accounts................................ 80
E2.2 Investments................................................... 80
E3.1 Vesting....................................................... 80

APPENDIX F
GLC TRUCKING COMPANY

F1.1 GLC Trucking Company.......................................... 81
F2.1 Service Credits and Earnings.................................. 81

APPENDIX G
NORTH AMERICAN SALT COMPANY

G1.1 North American Salt Company................................... 82
G2.1 In-Service Withdrawal Rights and Loans........................ 82
G3.1 Annuity Forms of Payment...................................... 82

APPENDIX H
AKZO COATINGS, INC.

H1.1 AKZO Coatings................................................. 88
H2.1 Vesting Service............................................... 88

AUTOLIV ASP, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Amended and Restated Effective as of May 1, 1997)

ARTICLE I

THE PLAN

1.1 The Plan. Morton-Norwich Products, Inc. established a
capital accumulation plan for the benefit of its eligible employees,
effective as of July 1, 1982, which plan was known as the "Employee
Savings and Investment Plan" ("Predecessor Plan"). Effective as of
September 25, 1982, the Predecessor Plan was renamed the Morton Thiokol,
Inc. Employee Savings and Investment Plan to reflect the change in the
name of the Company to Morton Thiokol, Inc. and was amended to exclude
persons employed by the Thiokol Corporation on September 24, 1982 and
those Thiokol Corporation employees who joined the corporate staff after
September 24, 1982 and prior to January 1, 1984. Effective January 1,
1984, the Predecessor Plan was amended and restated to permit the
participation of such previously excluded Thiokol employees who meet the
eligibility conditions of the Plan, to permit eligible employees to take
advantage of the provisions of Code section 401(k), to conform the Plan
to the requirements of the Tax Equity and Fiscal Responsibility Act of
1982, to provide a new fixed return fund in lieu of the "short-term
investment fund" (as described in the prior statement of the Plan), to
increase the maximum percentage of contributions as to which the
employers would make matching contributions, and to permit participants
to transfer amounts from one investment fund to another.

Amounts credited to the basic contributions account under
the Predecessor Plan as it read on December 31, 1983 were transferred to
the matched after-tax contributions account and amounts credited to the
supplemental contributions account were transferred to the unmatched
after-tax contributions account. Amounts invested in the "short-term
investment fund" as of December 31, 1983 were transferred to the fixed
return fund.

On or after January 1, 1984, all participant accounts in
the Thiokol Corporation Voluntary Investment Plan ("VIP") as of December
31, 1983, other than accounts of participants covered under
collective-bargaining agreements, became part of the Predecessor Plan
and were credited to unmatched after-tax contributions accounts. VIP
participant account balances invested in the "guaranteed long-term
account" and the "guaranteed short-term account" (as described in the
VIP) were transferred to the fixed return fund under the Predecessor
Plan, and VIP participant account balances invested in the variable
account were transferred to the diversified equity fund under the
Predecessor Plan. All transferred amounts are subject to the conditions
and terms of the Predecessor Plan.

Effective January 1, 1984, stock of Cincinnati Milacron,
Inc. was transferred to the Predecessor Plan as part of the transfer of
assets held under the VIP. Such stock was, and continues to be held in a
separate Fund, known as the Cincinnati Stock Fund. No additional
contributions to such Fund are permissible and the amounts credited to
the Fund were neither eligible for transfer to other funds nor could
they be withdrawn prior to a Participant's termination of employment.
Cash dividends payable with respect to the stock were invested in the
fixed return fund.

Effective on and after August 1, 1985, Participants were
allowed to liquidate all or a portion of the Cincinnati Stock Fund
allocated to their Account and transfer the proceeds to another Fund
pursuant to the provisions of the Plan. In addition, the Stock Fund was
deemed to be part of the unmatched after-tax contributions account for
the purpose of making in-service withdrawals. Dividends payable with
respect to the Fund continued to be invested in the fixed return fund,
subject to the transfer and withdrawal rules applicable to the unmatched
after-tax contributions account.

Effective January 1, 1987, the Predecessor Plan was again
restated and amended to incorporate all amendments adopted after the
last restatement and to reflect the provisions of the Tax Reform Act of
1986 and subsequent legislation and regulations adopted through July 20,
1989.

Effective July 1, 1989, Morton Thiokol, Inc. was renamed
Thiokol Corporation and a portion of its business was transferred to a
new corporation, Morton International, Inc. A share of Thiokol
Corporation common stock and Morton International, Inc. common stock
were exchanged for each share of Morton Thiokol, Inc. stock. The
Predecessor Plan was renamed the Thiokol Corporation Employee Savings
and Investment Plan and it was restated to reflect the transfer of
accounts and assets to a new plan, the MORTON INTERNATIONAL, INC.
EMPLOYEE SAVINGS AND INVESTMENT PLAN ("Plan") with respect to those
participants who became employees of Morton International, Inc. and
those former employees whose last period of employment with Morton
Thiokol, Inc. was with a business of the type conducted by Morton
International, Inc. In addition, stock of the Thiokol Corporation
acquired by the Company Stock Fund was transferred to a new fund under
the new plan called the Thiokol Stock Fund.

Effective as of June 30, 1991, the Plan was amended by
Amendment 1 to provide for liquidation of the Thiokol Stock Fund.
Effective July 1, 1989, the Plan was again amended by Amendment 2 to
provide for participation by Employees of foreign Affiliates where an
agreement pursuant to Code section 3121(l) is in effect.

In 1994 the Plan was amended and restated generally
effective as of July 1, 1992 to reflect recent IRS regulations issued
pursuant to the Tax Reform Act of 1986, to reflect the enactment of the
Unemployment Compensation Amendments of 1992 and the Omnibus Budget
Reconciliation Act of 1993, to reflect the transfer of assets from the
North American Salt Company Retirement, Savings and Investment Plan for
Salaried Employees, to reflect a recognition of vesting service for
certain Employees previously employed by AKZO Coatings, Inc., and to
make other changes to the document.

Effective May 1, 1997, Morton International, Inc. became
a wholly owned subsidiary of Autoliv, Inc. and was renamed Autoliv ASP,
Inc., and the Plan was amended and restated to reflect such transaction.

1.2 Applicability of the Plan. The provisions of this
Plan are applicable to persons who are employed by the Company or an
Affiliate on or after July 1, 1989. The benefits with respect to persons
who terminated, retired, or died before that date shall be determined
under the Predecessor Plan and its prior restatements, except as
provided elsewhere in this Plan or as provided by statute or regulation.

1.3 Purpose. The purpose of the Plan is to encourage
Employees to accumulate capital on a regular and long-term basis to
supplement retirement income and to acquire an equity interest in the
Company. The Plan and Trust are intended to qualify as a plan and trust
which meet the requirements of sections 401(a), 401(k), and 501(a) of
the Internal Revenue Code of 1986 and the provisions of the Employee
Retirement Income Security Act of 1974. The Plan is intended to be a
profit sharing plan within the meaning of Code section 401(a).

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions. Whenever used in the Plan, the following
terms shall have the respective meanings set forth below unless
otherwise expressly provided.

(a) "Account" means a Participant's Matched, Unmatched,
Before-Tax, After-Tax, Rollover, and Company Contributions Accounts
described in Article IV below, collectively or individually as the
context indicates.

(b) "Active Participant" means an Eligible Employee who
has satisfied the conditions of section 3.1(b) and attained the entry
date, except as provided in section 3.3.

(c) "Affiliate" means any corporation which is a member
of the same controlled group of corporations (within the meaning of Code
section 414(b)) as an Employer and any trade or business (whether or not
incorporated) which is under common control with an Employer within
the meaning of section 414(c) of the Code.

(d) "After-Tax Contributions" means the Matched After-Tax
Contributions and the Unmatched After-Tax Contributions.

(e) "Before-Tax Contributions" means the Matched
Before-Tax Contributions and the Unmatched Before-Tax Contributions.

(f) "Beneficiary" means the person specified under
section 6.2(b).

(g) "Board of Directors" means the Board of Directors of
the Company.

(h) "Break in Service" means a period of time from the
date of an Employee's termination from employment with his Employer and
all Affiliates to the date that he returns to such employment and first
performs an Hour of Service.

(i) "Code" means the Internal Revenue Code of 1986, as
amended.

(j) "Committee" means the committee described in
section 7.1.

(k) "Company" means Autoliv ASP, Inc.

(l) "Company Stock Fund" means the fund described in
section 4.7(a)(3) below.

(m) "Compensation."

(1) In General. Except as otherwise provided,
"Compensation" means amounts actually paid during the Plan Year
which are the Participant's wages, salary, fees for personal
services actually rendered in the course of employment with the
Employer or an Affiliate, including amounts described in
Treasury regulation 1.415-2(d)(1) but excluding contributions to
a plan of deferred compensation to the extent they are not
includible in the Participant's gross income for the taxable
year in which contributed, and other amounts which receive
special tax benefits such as premiums for group-term life
insurance (to the extent not includible in gross income).

(2) Contributions. For the purposes of the definition of
Pay, Compensation shall mean an Employee's regular base
compensation from his Employer, excluding overtime pay, bonuses,
and other special compensation.

(3) Elective Contributions. Amounts paid pursuant to a
Pay Reduction Agreement or a similar agreement pursuant to Code
section 125 shall be included in Compensation for the purposes
of paragraph (2), for the definition of "Highly Compensated
Employee," and for Appendix A (relating to the top-heavy
provisions), but shall be excluded for the purposes of section
4.11(a)(2) (relating to the 25 percent limit on annual
additions). For the purpose of applying the discrimination tests
of sections 4.9 and 4.10, such amounts shall be included at the
election of the Company.

(4) Special Rules.

(A) Compensation to be taken into account for a Plan
Year shall be limited to $200,000 for Plan Years beginning
after 1988 and $150,000 for Plan Years beginning after
1993. The foregoing amount shall be adjusted for changes
in the cost of living to the level prescribed by the
Internal Revenue Service for the calendar year in which
the Plan Year begins.

(B) In determining the Compensation of a Participant
for the purposes of subparagraph (A), the rules of Code
section 414(q)(6) (relating to the treatment of employees
from the same family) shall apply, except that in applying
such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of
the Participant who have not attained age 19 before the
close of the Plan Year.

If the limitation of subparagraph (A) is exceeded
as the result of the application of this subparagraph,
then such limitation shall be prorated among the affected
Employees in proportion to their Compensation (determined
without regard to such limitation).

(C) The Company may elect an alternative method of
determining Compensation pursuant to regulations issued by
the Internal Revenue Service.

(n) "Disability" means a total physical or mental
inability to perform work, resulting from injury or disease, which is
expected to be permanent, as determined by the Committee.

(o) "Disabled Participant" means a Participant who
terminates his employment prior to attaining the Normal or other
Retirement Date on account of a Disability.

(p) "Eligible Employee" means an Employee who meets the
eligibility conditions of section 3.1(a).

(q) "Employee" means (1) a common-law employee of an
Employer or an Affiliate or (2) a Leased Employee of an Employer or an
Affiliate to the extent required by Code section 414(n).

(r) "Employer" means the Company and an Affiliate which
is participating in the Plan pursuant to section 3.4.

(s) "Employer Contributions" and "Employer
Contributions Account" means the contributions and the account described
in section 4.5 below.

(t) "Equity Index Fund" means the fund described in
section 4.7(a)(2) below.

(u) "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

(v) "Five-Percent Owner" means a "5-percent owner"
within the meaning of Code section 416(i)(1)(B).

(w) "Fixed Return Fund" means the fund described in
section 4.7(a)(1).

(x) "Fund" means the Fixed Return Fund, the Equity Index
Fund, the Company Stock Fund, the Thiokol Stock Fund and the New Morton
International, Inc. Stock Fund, collectively or individually as the
context indicates.

(y) "Highly Compensated Employee" means, with respect to
a current Plan Year ("Determination Year"), an Employee who --

(1) at any time during the
preceding Plan Year --

(A) was a Five-Percent Owner,

(B) received Compensation from the
Employer and Affiliates in excess of $75,000 (as
adjusted pursuant to Treasury regulations),

(C) received Compensation from the
Employer and Affiliates in excess of $50,000 (as
adjusted pursuant to Treasury regulations) and was in
the top-paid 20 percent of Employees for such Plan
Year,

(D) was an officer and received
Compensation greater than 50 percent of the amount in
effect under Code section 415(b)(1)(A), or

(2) at any time during the current
Plan Year --

(A) is a Five-Percent Owner, or

(B) is (i) in the group of the 100
Employees paid the greatest Compensation during the
current Plan Year and (ii) described in paragraph
(1)(B), (C), or (D) for the current Plan Year.

For the purpose of this subsection,
Compensation shall mean compensation as defined in
section 4.11(d) except that elective contributions
pursuant to Code sections 125 and 401(k) shall be
taken into account.

For the purpose of paragraph (1)(D), no
more than 50 Employees (or, if lesser, the greater of
three Employees or 10 percent of the Employees of the
Employer and Affiliates) shall be treated as officers.

The group of top-paid Employees under
paragraph (1)(C) and the number of officers to be
taken into account under paragraph (1)(D) shall be
determined without regard to the Employees described
in Code section 414(q)(8).

Employees who are nonresident aliens and
who receive no earned income (within the meaning of
Code section 911(d)(2)) from the Employer which
constitutes income from sources within the United
States shall not be treated as Employees for the
purpose of this subsection.

If any individual is a member of the
family (as defined in Code section 414(q)(6)) of a
five-percent owner or a Highly Compensated Employee in
the group consisting of ten Highly Compensated
Employees paid the greatest Compensation during the
Plan Year, then such individual shall not be
considered a separate Employee and any Compensation
paid to such individual (and any applicable
contribution or benefit on behalf of such individual)
shall be treated as if it were paid to (or on behalf
of) the five-percent owner or Highly Compensated
Employee.

Pursuant to Treasury regulations, the
Company may elect to determine the Highly Compensated
Employees in a Determination Year by disregarding
paragraphs (1) and (2) and by applying subparagraphs
(A) through (D) of paragraph (1) to the current
Determination Year. Such election shall be applicable
to all plans maintained by the Company and its
Affiliates under Code section 401(a).

A former Employee shall be treated as a
Highly Compensated Employee if he was a Highly
Compensated Employee when he separated from service or
he was a Highly Compensated Employee at any time after
attaining age 55.

(z) "Hour of Service" means an hour for which an Employee
is paid, or entitled to payment, for the performance of employment
duties with an Employer or an Affiliate. An Hour of Service shall be
credited pursuant to Department of Labor regulation 29 C.F.R.
2530.200b-2(b) and (c).

(aa) "Inactive Participant" means a Participant who is
not making After-Tax Contributions and does not have a Pay Reduction
Agreement in force.

(ab) "Leased Employee" means a person who is not a
common-law employee of an Employer or an Affiliate but who provides
services to an Employer or an Affiliate and--

(1) such services are provided pursuant to an agreement
(written or oral) between the Employer or Affiliate and any
other person ("leasing organization"),

(2) such person has performed such services for the
Employer or Affiliate on a substantially full-time basis for a
period of at least one year, and

(3) such services are of a type historically performed
in the business field of the Employer or Affiliate by Employees.

A person shall not be deemed a Leased Employee if such person is
covered by a plan maintained by a leasing organization if, with
respect to such person, such plan is a money purchase plan with
a nonintegrated employer contribution rate of at least 10
percent, and provides for immediate participation and for full
and immediate vesting. The preceding sentence shall not be
applicable if Leased Employees constitute more than 20 percent
of the Employer's nonhighly compensated work force (as defined
in Code section 414(n)(5)).

(ac) "Matched After-Tax Contributions" and "Matched
After-Tax Contributions Account" means the contributions and account
described in section 4.1(b).

(ad) "Matched Before-Tax Contributions" and "Matched
Before-Tax Contributions Account" means the contributions and account
described in section 4.1(a).

(ae) "Matched Contributions" means the Matched After-Tax
Contributions and Matched Before-Tax Contributions.

(af) "New Morton International, Inc. Stock Fund" means
the fund described in section 4.7(a)(5).

(ag) "Non-Highly Compensated Employee" means an Employee
who is not a Highly Compensated Employee.

(ah) "Normal Retirement Age" means an Employee's
sixty-fifth birthday.

(ai) "Participant" means a person with an amount credited
to his Account.

(aj) "Pay" means an Employee's regular base Compensation
as defined under section 2.1(m)(2).

(ak) "Pay Reduction Agreement" means a written agreement
between a Participant and his Employer under which the Employer reduces
the Participant's Pay with respect to services rendered after the
execution of the agreement and the Employer agrees to contribute the
amount of the reduction to the Plan on behalf of the Participant as a
Before-Tax Contribution.

(al) "Plan" means the Autoliv ASP, Inc. Employee Savings
and Investment Plan.

(am) "Plan Year" means the calendar year.

(an) "Predecessor Company" means Morton Thiokol, Inc.

(ao) "Predecessor Plan" means the Morton Thiokol, Inc.
Employee Savings and Investment Plan.

(ap) "Required Beginning Date" means the date described
in section 6.1(c).

(aq) "Retired Participant" means a Participant who
terminates employment with his Employer and all its Affiliates on or
after attaining the Normal or other Retirement Age for reasons other
than death.

(ar) "Retirement Age" means the later of age 55 or the
date on which a Participant first becomes eligible for retirement
benefits under his Employer's qualified pension plan in which he is a
participant.

(as) "Rollover Contributions" and "Rollover
Contributions Account" means the contributions and the account described
in section 4.3 below.

(at) "Thiokol Stock Fund" means the fund described in
section 4.7(a)(4).

(au) "Trust Agreement" means the agreement establishing
a trust, which forms part of the Plan, to receive, hold, invest, and
dispose of the Trust Fund.

(av) "Trustee" means the corporation, or person acting as
trustee under the Trust Agreement.

(aw) "Trust Fund" means the assets held under the Trust
Agreement forming a part of the Plan.

(ax) "Unmatched After-Tax Contributions" and "Unmatched
After-Tax Contributions Account" means the contributions and account
described in section 4.2(b).

(ay) "Unmatched Before-Tax Contributions" and "Unmatched
Before-Tax Contributions Account" means the contributions and account
described in section 4.2(a).

(az) "Unmatched Contributions" means the Unmatched
Before-Tax Contributions and the Unmatched After-Tax Contributions
Account.

(ba) "Valuation Date" means the last business day of each
calendar month.

(bb) "Vesting Service" means the service credited under
section 5.2 below.

2.2 Gender and Number. Except when otherwise indicated by
the context, any masculine terminology shall also include the feminine,
and the definition of any term in the singular shall also include the
plural.

2.3 Applicable Law. To the extent not preempted by the
laws of the United States, the laws of the State of Illinois shall be
the controlling law in all matters relating to the Plan.

2.4 Severability. If a provision of this Plan shall be
held illegal or invalid, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included in
this Plan.

2.5 Headings. The headings of this Plan are inserted for
convenience or reference only and are not to be considered in the
construction or the interpretation of the Plan.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 Eligible Employees and Active Participation.

(a) Eligible Employees. A person shall become an eligible
Employee on the first day he becomes an Employee of an Employer, except
that an Employee shall not be an Eligible Employee if he is--

(1) covered under a collective bargaining agreement,
unless the agreement provides for participation in this Plan,

(2) a resident of Puerto Rico,

(3) employed outside the United States and a participant
in a pension plan under which the Employer or an affiliate pays
benefits or makes contributions on his behalf (other than a
qualified pension plan under Code section 401(a)),

(4) employed on a seasonal or temporary basis, or

(5) a Leased Employee.

A seasonal or temporary Employee shall not be excluded on
account of paragraph (4) if he is credited with one-year of Eligibility
Service (as defined in section 3.2).

(b) Entry Date. An Eligible Employee who has submitted a
completed application form with a Pay Reduction Agreement shall become
an Active Participant as soon as administratively feasible following the
receipt of such form and Agreement by the Company, but not later than 30
days following such receipt.

3.2 Eligibility Service.

(a) Definition. A seasonal or temporary Employee shall be
credited with one year of Eligibility Service on the last day of an
eligibility computation period in which he is credited with at least
1,000 Hours of Service. An eligibility computation period shall be (1)
the one-year period commencing on the date the Employee is credited with
his first Hour of Service with the Employer or an Affiliate, (2) the
Plan Year which includes the first anniversary of that date, and (3)
subsequent Plan Years.

(b) Cancellation of Eligibility Service. An Employee's
Eligibility Service shall be canceled if he incurs a "one-year break in
service." For the purpose of this subsection (b), a one-year break in
service shall occur if an Employee is credited with less than 501 hours
of service in a Plan Year. If an Employee who has incurred a one-year
break in service returns to employment with an Employer or an Affiliate,
he shall be recredited with his prior Eligibility Service effective as
of the first Hour of Service following reemployment unless (1) at the
time he terminated employment he did not have a vested interest in any
portion of his Employer Contributions Account and (2) the number of
his one-year breaks in service equals or exceeds the greater of five or
the number of his years of credited Eligibility Service at the
termination of employment.

(1) an hour for which an Employee is paid, or entitled to
payment, by the Employer or an Affiliate for the performance of
duties during the applicable computation period for which his
Hours of Service are being determined under the Plan;

(2) an hour for which he is directly or indirectly paid,
or entitled to payment, by the Employer or an Affiliate, on
account of a period of time during which no duties are performed
due to vacation, holiday, illness, disability, layoff, jury
duty, military duty, or leave of absence. Not more than 501
hours shall be credited under this paragraph (2) on account of
any single continuous period during which he performs no duties.
An Hour of Service shall not be credited on account of a payment
made under a plan maintained solely for the purpose of complying
with workers' compensation, unemployment compensation, or
disability insurance laws, or on account of a payment which
solely reimburses an Employee for medically-related expenses;

(3) an hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
Employer or an Affiliate, with no duplication of credit for
hours; and

(4) solely for the purpose of determining whether a
one-year break in service has occurred within the meaning of
section 3.2(b), the number of normally scheduled hours during a
period of authorized absence from work on account of pregnancy,
the birth of a child of the Employee, the placement of a child
with the Employee in connection with the adoption of such child,
or for the purpose of caring for such child for the period
immediately following such birth or placement; provided that the
total number of Hours credited under this paragraph (4) by
reason of any such pregnancy or placement shall not exceed 501.

With respect to Hours of Service credited under paragraph
(4), such Hours shall be credited only with respect to the Plan Year in
which the absence from work begins if the Employee would be prevented
from incurring a one-year break in service in such Plan Year, or in any
other case, in the immediately following Plan Year.

Hours of Service shall be credited to the appropriate
computation period as determined under Department of Labor regulation
2530.200(b)-2(c) and shall be computed according to regulation
2530.200(b)-2(b). The Committee may use any relevant personnel records
to determine Hours of Service and its determination shall be final and
conclusive.

(d) Predecessor Plan. All Eligibility Service credited
pursuant to the Predecessor Plan shall be recognized under this Plan and
shall be subject to the conditions of this Plan.

3.3 Duration. A Participant shall cease to be an Active
Participant when he is no longer an Eligible Employee or if he neither
makes After-Tax Contributions nor has a Pay Reduction Agreement in
force.

3.4 Adoption of Plan by Affiliated Companies. The Board
of Directors of the Company shall have the right to certify to the
Trustee that an Affiliate shall participate under the terms of this Plan
as an Employer. An Employer is deemed to have designated the Company as
its agent with respect to the Plan. An Employee of an Affiliate shall
not be eligible to become an Active Participant pursuant to section 3.1
prior to the date the Affiliate becomes an Employer. If the Company and
a foreign Affiliate have entered into an agreement under Code section
3121(l), persons who are citizens or residents of the United States and
who are Employees of such foreign Affiliate can participate in the Plan.

ARTICLE IV

CONTRIBUTIONS, INVESTMENTS, AND FORFEITURES

4.1 Matched Contributions and Matched Contributions
Accounts.

(a) Matched Before-Tax Contributions. Subject to the
limitations of this Article, an Active Participant may elect pursuant to
a Pay Reduction Agreement to reduce his Pay by an amount equal to one
(1) percent of his Pay or any greater whole percentage of his Pay not in
excess of an amount equal to six (6) percent of his Pay reduced by the
amount he elects to contribute under subsection (b). The Employer shall
contribute to the Plan on behalf of the Participant an amount equal to
the amount of the reduction in Pay. The contribution shall be made as
soon as administratively practicable but not later than 90 days after
the date such amounts would otherwise have been payable to the
Participant in cash in the absence of the Pay Reduction Agreement. The
contribution shall be credited to the Participant's Matched Before-Tax
Contributions Account during the calendar month in which his Pay is
reduced. Such Account shall also reflect its allocable share of
investment earnings, gains, and losses (realized and unrealized)
pursuant to section 4.12, and plan expenses chargeable under section
4.13.

(b) Matched After-Tax Contributions. Subject to the
limitations of this Article, an Active Participant may elect to
contribute to the Plan through payroll deductions an amount equal to one
(1) percent of his Pay or a greater whole percentage not in excess of
six (6) percent of his Pay.

The contribution shall be made as soon as
administratively practicable, but not later than 90 days after the date
such amount would otherwise have been payable to the Participant in cash
in the absence of the payroll deduction. The amount of the contribution
under this subsection shall be credited to the Participant's Matched
After-Tax Contributions Account during the calendar month in which a
deduction is made. Such Account shall also reflect its allocable share
of investment earnings, gains, and losses (realized and unrealized)
pursuant to section 4.12, Plan expenses chargeable under section 4.13,
and contributions initially made pursuant to subsection (a) but
recharacterized to assure compliance with section 4.8 or 4.9.

4.2 Unmatched Contributions and Unmatched Contributions
Accounts.

(a) Unmatched Before-Tax Contributions. Subject to the
limitations of this Article, if the sum of an Active Participant's
Matched Before-Tax Contributions and Matched After-Tax Contributions
equals six (6) percent of his Pay, he may elect to reduce his Pay (in
addition to any reduction under section 4.1(a)) pursuant to a Pay
Reduction Agreement by an amount equal to one (1) percent of his Pay or
a greater whole percentage not to exceed an amount equal to eight (8)
percent of his Pay reduced by the amount of his Unmatched After-Tax
Contributions under subsection (b). The Employer shall contribute to the
Plan on behalf of the Participant an amount equal to the amount of his
reduction in Pay. The contribution shall be made as soon as
administratively practicable but not later than 90 days after the date
such amounts would otherwise have been payable to the Participant in
cash in the absence of the Pay Reduction Agreement. The contribution
shall be credited to the Participant's Unmatched Before-Tax
Contributions Account during the calendar month in which his Pay is
reduced. Such Account shall also reflect its allocable share of
investment earnings, gains, and losses (realized and unrealized)
pursuant to section 4.12, and plan expenses chargeable under section
4.13.

(b) Unmatched After-Tax Contributions. Subject to the
limitations of this Article, if the sum of an Active Participant's
Matched Before-Tax and Matched After-Tax Contributions equals six (6)
percent of his Pay, he may elect to contribute to the Plan through
payroll deductions (in addition to any contributions under section
4.1(b)) an amount equal to one (1) percent of his Pay or a greater whole
percentage not in excess of eight (8) percent of his Pay reduced by the
amount of his Unmatched Before-Tax Contribution under subsection (a).
The contribution shall be made as soon as administratively
practicable, but not later than 90 days after the date such amount would
otherwise have been payable to the Participant in cash in the absence of
the payroll deduction. The amount of such contributions shall be
credited to the Participant's Unmatched After-Tax Contributions Account
during the calendar month in which a deduction is made. Such Account
shall also reflect its allocable share of investment earnings, gains,
and losses (realized and unrealized) pursuant to section 4.12, Plan
expenses chargeable under section 4.13, and contributions initially
made pursuant to subsection (a) but recharacterized to assure compliance
with section 4.8 or 4.9.

4.3 Rollover Contributions and Account. The Plan is
authorized to accept a Participant's rollover contributions (as defined
in Code sections 402, 403, and 408) which a qualified plan is permitted
to receive. Such a contribution shall be credited to the Participant's
Rollover Contribution Account as of the first day of the calendar month
which follows the month in which the contribution is received. Such
Account shall also reflect its allocable share of investment earnings,
gains, and losses (realized and unrealized) pursuant to section 4.12,
and plan expenses chargeable under section 4.13.

4.4 Change or Suspension of Contributions. An Active
Participant may change or suspend contributions or change his Pay
Reduction Agreement by filing with the Company a form prescribed by the
Company. Such change or suspension shall be effective as soon as
administratively feasible. No more than one change may be made in any
three-month period. If contributions and Pay reduction are suspended,
they may not be resumed for three months following the effective date of
the suspension.

4.5 Employer Contributions and Account. Subject to the
limitations of this Article, the Employer shall contribute an amount on
behalf of each Active Participant equal to one-half of the Matched
Contributions made by, or on behalf of, the Participant.

Employer Contributions shall be credited to the
Participant's Employer Contribution Account as of the first day of the
calendar month in which the Matched Contributions, with respect to which
the Employer Contribution relates, are credited to the Participant's
Account. The Employer Contribution Account shall reflect its allocable
share of investment earnings, gains, and losses (realized and
unrealized) pursuant to section 4.12, and Plan expenses chargeable under
section 4.13 below.

4.6 Forfeiture of Employer Contribution Account.

(a) Upon a Distribution or One-Year Break. A Participant
shall forfeit the portion of his Employer Contributions Account which is
not nonforfeitable pursuant to section 5.1(b) if--

(1) he receives a lump sum distribution of the entire
amount of the nonforfeitable portion of his Account pursuant to
section 6.3, or

(2) he incurs a one-year Break in Service.

(b) Restoration of Forfeitable Amount. The amount of the
forfeiture described in (a) above shall be restored (1) if the
Participant is reemployed by an Employer or an Affiliate and performs an
Hour of Service before incurring a Break in Service of five consecutive
years and (2) in addition, if the Participant received a distribution
from the Employer Contribution Account, he repays the full amount of
such distribution before incurring a Break in Service of five
consecutive years and before the fifth anniversary of the date of his
reemployment. Repaid distributions and restored forfeitures shall be
credited to the Employer Contribution Account as of the first day of the
calendar month in which repayment is received. The source for restoring
forfeitures shall be current forfeitures and earnings of the Trust Fund,
and if insufficient, an additional Employer contribution. Repaid
distributions and restored forfeitures shall be invested in the Funds
designated by the Participant.

(c) Five-Year Break in Service. If a Participant incurs a
Break in Service of five consecutive years, he shall permanently forfeit
the portion of his Employer Contribution Account that had not become
nonfor-feitable pursuant to section 5.1(b) below.

(d) Treatment of Forfeitures. Forfeitures shall be
treated as though they are Employer Contributions under section 4.5 and
shall reduce the amount of the Employer Contributions under section 4.5
above that would otherwise be required.

4.7 Investments.

(a) Funds. At the direction of the Company, the Trustee
shall make the following funds available for the investment of Plan
assets:

(1) Fixed Return Fund. A portfolio consisting of one or
more investment contracts issued by one or more domestically
licensed insurers under which the insurer invests funds at a
contractually determined minimum rate of interest. Pending
investment in the contract or distribution, a portion of the
Fund may be held in cash or short-term securities.

(2) Equity Index Fund. A fund invested primarily in
common stocks and securities convertible into common stocks, and
in other similar types of equity investments which closely
mirror the Standard and Poor's 500 Composite Stock Price Index.

(3) Company Stock Fund. A fund, which prior to May 1,
1997 was invested in common stock of Morton International, Inc.
and subsequent to such date is invested in common stock of
Autoliv, Inc. and, pending such investment, in cash or short-
term securities.

(4) Thiokol Stock Fund. A fund invested exclusively in
common stock of Thiokol Corporation acquired by the Company
Stock Fund in exchange for the common stock of Morton Thiokol,
Inc. and acquired with dividends distributed with respect to
such stock of Thiokol Corporation. This Fund shall be liquidated
by June 30, 1991 and shall cease to exist by that date. All
voting rights of Participants with respect to the Fund shall be
discontinued as of September 1, 1990.

(5) New Morton International, Inc. Stock Fund. A fund
invested exclusively in common stock of Morton International,
Inc. (formerly known as New Morton International, Inc.) acquired
by the Company Stock Fund in connection with the spinoff by
Morton International, Inc. to its shareholders of the common
stock of New Morton International, Inc. (which then changed its
name to Morton International, Inc.). This Fund shall be
liquidated by November 30, 1997 and shall cease to exist by
that date.

(b) Elections. A Participant may elect that his Matched,
Unmatched, and Rollover Contributions be invested 100 percent in the
Fixed Return Fund, the Equity Index Fund, or the Company Stock Fund, or
any multiple of 10 percent in any combination of such Funds totaling 100
percent. No contribution shall be invested in the Thiokol Stock Fund.
Each type of contribution shall be invested in the same proportions,
except that with respect to Rollover Contributions, a Participant may
make a separate election with different proportions. An investment
election form must be filed by each Participant at the time he becomes a
Participant in the Plan. In the absence of an election, 100 percent of
his contributions shall be invested in the Fixed Return Fund. Employer
Contributions shall be invested in the same Funds and in the same
proportions as the Participant's Contributions. A Participant may change
his investment election at any time but not more than once in any
three-month period. All changes shall be effective as of the first day
of the calendar month in which the request for the change is completely
processed by the Company.

(c) Transfers Between Funds. A Participant may elect at
any time to transfer amounts from one Fund to another, but no more than
one such transfer shall be permitted in a six-month period. The amount
to be transferred shall be specified as a multiple of 10 percent. The
specified percentage shall be applicable to each of the Participant's
Accounts which are invested in the specified Fund. A transfer shall be
effective as of the last day of the calendar month in which the request
is completely processed by the Company. A transfer to the Fixed Return
Fund shall also be made if a Participant elects to defer distribution of
his benefit pursuant to section 6.3 (relating to Participants
terminating before Retirement Age).

Notwithstanding the preceding, no amounts shall be
transferred to the Thiokol Stock Fund. A special election to transfer
amounts from the Thiokol Stock Fund to another Fund shall be allowed as
of July 1, 1989. Effective June 30, 1991, all assets remaining in the
Thiokol Stock Fund shall be liquidated and shall be transferred to the
Fixed Return Fund, unless the Participant has previously designated
another Fund to receive the proceeds of the liquidated assets. Such
designation may be made without regard to restrictions on the frequency
of transfers that would otherwise apply.

(d) Voting Rights. Each Participant shall be entitled to
direct (by a properly executed proxy) the manner in which any Company
voting stock allocated to his Account shall be voted. Proxies shall be
returned by Participants to an independent trustee and the trustee shall
not disclose to the Company the voting instructions of individual
Participants. In the absence of a Participant's timely instruction,
stock shall be voted by the Trustee at the Company's direction, subject
to the Trustee's right to override such direction.

4.8 Section 402 Limit on Before-Tax Contributions.

(a) In General. Notwithstanding sections 4.1(a) and
4.2(a), the Before-Tax Contributions with respect to a Participant shall
not exceed $7,000 (or such other amount specified by the Internal
Revenue Service pursuant to Code section 402(g)(5)) in any calendar
year. This limit shall be applied by aggregating elective deferrals (as
defined in Code section 402(g)) under all plans and arrangements
maintained by the Employer and its Affiliates.

(b) Correction of Excess. Before-Tax Contributions made
to the Plan in excess of the limitation of subsection (a) (adjusted for
gains and losses as provided by regulations) shall be paid to the
Participant not later than April 15 of the taxable year which follows
the taxable year in which the excess amount arises. The amount to be
distributed shall be reduced by any amounts previously distributed to
the Participant under section 4.9 during the Plan Year which begins with
or within such taxable year. Employer Contributions with respect to
amounts which are repaid to a Participant shall be reallocated and
used as an Employer Contribution in the year in which the excess is paid
to the Participant. Before-Tax Contributions which are repaid to a
Participant under this section shall not be treated as Annual Additions
for the purpose of section 4.11. Before-Tax Contributions which are
repaid to a Participant under this section shall be taken into account
for the purpose of section 4.9 (relating to the section 401(k)
limitation) if they are repaid to a Highly Compensated Employee.

4.9 Section 401(k) Limit on Before-Tax Contributions.

(a) In General. Notwithstanding sections 4.1(a) and
4.2(a) and subject to section 4.10(f), Before-Tax Contributions for any
Plan Year shall be limited to the extent necessary so that the Actual
Deferral Percentage (as defined in subsection (b)) for the group of
Highly Compensated Employees who are Eligible Employees is not more than
the greater of--

(1) the product of 1.25 and the Actual Deferral
Percentage for the Non-Highly Compensated Employees who are
Eligible Employees, or

(2) the lesser of--

(A) the product of two and the Actual Deferral
Percentage for the Non-Highly Compensated Employees who
are Eligible Employees, or

(B) the Actual Deferral Percentage for the
Non-Highly Compensated Employees who are Eligible
Employees plus two percentage points.

If the limitation of this subsection is exceeded or is
expected to be exceeded, the excess (or anticipated excess) may be
eliminated pursuant to subsection (c), (d), or (e).

(b) Actual Deferral Percentage. The Actual Deferral
Percentage for a specified group of Employees for a Plan Year shall be
the average of the ratios (calculated separately for each Employee in
such group) of--

(1) the amount of the Before-Tax Contributions and
contributions pursuant to subsection (e) actually paid over to
the Trust on behalf of each such Employee for such Plan Year, to

(2) the Employee's Compensation for such Plan Year.

Such ratios and the Actual Deferral Percentage shall be
calculated to the nearest one-hundredth of one (1) percent of
an Eligible Employee's Compensation.

If a Highly Compensated Employee is a participant in two
or more plans maintained by an Employer or Affiliate and
containing a cash or deferred arrangement within the meaning of
Code section 401(k), for purposes of determining the deferral
percentage with respect to such Employee, all cash or deferred
arrangements shall be treated as one cash or deferred
arrangement.

In the case of an Eligible Employee who is a Highly
Compensated Employee and is a Five-Percent Owner or a Highly
Compensated Employee in the group consisting of the ten Highly
Compensated Employees paid the greatest Compensation during the
Plan Year, a combined deferral percentage shall be calculated
with respect to such Eligible Employee and another Eligible
Employee who is a member of the same family (as defined in Code
section 414(q)(6)). The Before-Tax Contributions and
Compensation of family members of Non-Highly Compensated
Employees shall be disregarded for the purpose of determining
the Actual Deferral Percentage of the group of Eligible Employ-
ees who are Non-Highly Compensated Employees.

(c) Reductions During Plan Year. If the Committee
determines prior to the end of a Plan Year that the limitation of
subsection (a) might not be satisfied, the Committee may reduce the
future Before-Tax Contributions of the Highly Compensated Participants
(and therefore the amount of the Pay reductions) in accordance with the
following rules:

(1) Reductions shall first be made in all future
Unmatched Before-Tax Contributions before any reductions are
made in future Matched Before-Tax Contributions.

(2) Reductions shall be made in such manner that no
Highly Compensated Participant's future Unmatched Before-Tax
Contributions (or, if necessary, future Matched Before-Tax
Contributions) expressed as a percentage of Compensation will
exceed such Contributions of any other Highly Compensated
Participant whose Before-Tax Contributions are reduced under
this section.

(3) If a Participant's future Matched Before-Tax
Contributions are reduced, a corresponding reduction shall be
made to the future Employer Contributions that would have
matched such reduced Contributions.

(d) Reductions After End of Plan Year. If the Committee
determines after the end of a Plan Year that the limitation of
subsection (a) has not been satisfied, the Committee may make reductions
in the Before-Tax Contributions of the Highly Compensated Participants
in accordance with the following rules:

(1) Reductions shall first be made in all Unmatched
Before-Tax Contributions before any reduction is made to any
Matched Before-Tax Contribution.

(2) Reductions shall be made in order of the ratios
(described in subsection (b)) of the Highly Compensated
Participants beginning with the highest of such ratios.

(3) Reductions (adjusted for gains and losses pursuant to
Treasury regulations) shall be paid to Participants not later
than 2 1/2 months following the close of the Plan Year with
respect to which the limitation of subsection (a) is exceeded.
The amount to be distributed shall be reduced by amounts
previously distributed under section 4.8.

In the case of family members whose deferral percentage
is calculated on a combined basis under subsection (b), the excess shall
be allocated among the family members in proportion to the Before-Tax
Contributions of each such family member.

Employer Contributions that match related excess
Before-Tax Contributions shall be forfeited and used as an Employer
Contribution in the Plan Year in which Before-Tax Contributions are
repaid under this section.

(e) Additional Contribution. If the Committee determines
that the limitation of subsection (a) has been or may be exceeded, to
the extent permitted by regulations of the Internal Revenue Service, the
Employer may make an additional contribution on behalf of Non-Highly
Compensated Employees in order to satisfy the limitation of subsection
(a). Such contribution shall be fully and immediately nonforfeitable and
shall be subject to the withdrawal rules of section 6.5 (other than sub-
section (c)).

4.10 Section 401(m) Limit on After-Tax and Matching
Contributions.

(a) In General. Notwithstanding sections 4.1(b), 4.2(b),
and 4.5 and subject to subsection (f), After-Tax Contributions and
Employer Contributions for any Plan Year shall be limited to the extent
necessary so that the Actual Contribution Percentage (as defined in
subsection (b)) for the group of Highly Compensated Employees who are
Eligible Employees is not more than the greater of--

(1) the product of 1.25 and the Actual Contribution
Percentage for the Non-Highly Compensated Employees who are
Eligible Employees, or

(2) the lesser of--

(A) the product of two and the Actual
Contribution Percentage for the Non-Highly Compensated
Employees who are Eligible Employees, or

(B) the Actual Contribution Percentage for the
Non-Highly Compensated Employees who are Eligible
Employees plus two percentage points.

If this Plan is combined with another plan for the
purposes of Code section 410(b), both plans shall be combined
for the purposes of this subsection.

If the limitation of this subsection is exceeded or is
expected to be exceeded, the excess (or the anticipated excess)
may be eliminated pursuant to subsection (c), (d), or (e).

(b) Actual Contribution Percentage. The Actual
Contribution Percentage for a specified group of Employees for a Plan
Year shall be the average of the ratios (calculated separately for each
Employee in such group) of--

(1) the sum of the After-Tax Contributions, Employer
Contributions, and Contributions pursuant to subsection (e) paid
on behalf of each such Employee for such Plan Year, to

(2) the Employee's Compensation for such Plan Year.

Such ratios and the Actual Contribution Percentage for
each group shall be calculated to the nearest one-hundredth of
one (1) percent of an Eligible Employee's Compensation.

To the extent permitted by Treasury regulations, the
Committee may elect to take into account Before-Tax
Contributions in calculating the Actual Contribution Percentage.

If a Highly Compensated Employee is a participant in two
or more plans containing a cash or deferred arrangement within
the meaning of Code section 401(k), for purposes of determining
the deferral percentage with respect to such Employee, all cash
or deferred arrangements shall be treated as one cash or
deferred arrangement.

In the case of an Eligible Employee who is a Highly
Compensated Employee and is a Five-Percent Owner or a Highly
Compensated Employee in the group consisting of the ten Highly
Compensated Employees paid the greatest Compensation during the
Plan Year, a combined contribution percentage shall be
calculated with respect to such Eligible Employee and another
Eligible Employee who is a member of the same family (as defined
in Code section 414(q)(6)). The After-Tax Contributions,
Employer Matching Contributions, amounts treated as Employer
Matching Contributions, and Compensation of family members shall
be disregarded for the purpose of determining the Actual
Contribution Percentage of the group of Eligible Employees who
are Non-Highly Compensated Employees.

(c) Reduction of Contributions During Plan Year. Subject
to Treasury regulations, if the Committee determines prior to the end of
a Plan Year that the limitation of subsection (a) might not be
satisfied, the Committee may reduce the future After-Tax Contributions
and Employer Contributions of the Highly Compensated Participants in
accordance with rules similar to those described in section 4.9(c).

(d) Reduction of Contributions After End of Plan Year. If
the Committee determines after the end of a Plan Year that the
limitation of subsection (a) has not been satisfied, it shall make
reductions in the contributions with respect to the Highly Compensated
Participants pursuant to rules similar to those described in section
4.9(d), subject to the provisions of Treasury regulations.

In the case of family members whose contribution
percentage is calculated on a combined basis under subsection (b), the
excess shall be allocated among the family members in proportion to the
aggregate After-Tax Contributions and Employer Matching Contributions of
each such family member.

(e) Additional Contribution. If the Committee determines
that the limitation of subsection (a) has been or may be exceeded, to
the extent permitted by regulations of the Internal Revenue Service, the
Employer may make an additional contribution on behalf of Non-Highly
Compensated Employees to satisfy the limitation of subsection (a). Such
contribution shall be fully and immediately nonforfeitable and shall be
subject to the withdrawal rules of section 6.5 (other than subsection
(c)).

(f) Multiple Use of Alternative Limitation.

(1) In General. If the Actual Deferral Percentage for the
group of Highly Compensated Employees exceeds the amount in
section 4.9(a)(1) and the Actual Contribution Percentage for
such group exceeds the amount in subsection (a)(1) then, the sum
of--

(A) the Actual Deferral Percentage for the
group of Highly Compensated Employees who are Eligible
Employees, and

(B) the Actual Contribution Percentage for the
group of Highly Compensated Employees who are Eligible
Employees

shall not exceed the Aggregate Limitation described in paragraph (2).

(2) Aggregate Limitation. The Aggregate Limitation shall
be the limit prescribed by the Internal Revenue Service pursuant
to Code section 401(m)(9) to prevent the multiple use of the
limitation of section 4.9(a)(2) and the limitation of subsection
(a)(2) of this section.

(3) Correction of Excess. If the Aggregate Limitation in
paragraph (2) is exceeded, the Actual Contribution Percentages
of the Highly Compensated Participants shall be reduced by
distributing or otherwise eliminating After-Tax Contributions or
Employer Contributions (as determined by the Company subject to
Treasury regulations) until the excess is eliminated. Such
distributions (adjusted for gains and losses pursuant to
Treasury regulations) shall be paid to Participants not later
than 2 1/2 months after the close of the Plan Year with respect
to which the Aggregate Limitation is exceeded.

4.11 Limitation on Annual Additions.

(a) General Limitation. Notwithstanding sections 4.1,
4.2, and 4.5 above, the Annual Addition (as defined in subsection (c)
below) for a Participant shall not exceed the lesser of--

(1) $30,000 adjusted for increases in the cost of living
specified by the Department of the Treasury, effective January 1
of each calendar year and applicable with respect to the
Limitation Year ending with or within such calendar year; or

(2) 25 percent of the Participant's Compensation (as
defined in subsection (d)).

(b) Coverage Under a Defined Benefit Plan.

(1) General. If a Participant is, or was, covered under a
qualified defined benefit plan maintained by any Employer or
Affiliate (as defined in subsection (d)), the sum of the
Participant's Defined Benefit Fraction and Defined Contribution
Fraction may not exceed 1.0 in any Limitation Year (as defined
in subsection (d)).

(2) The Defined Benefit Fraction is a fraction, the
numerator of which is the sum of the Participant's Projected
Annual Benefits under all qualified defined benefit plans
(whether or not terminated) maintained by any Employer or
Affiliate, and the denominator of which is the lesser of--

(A) 1.25 times the dollar limitation of Code
section 415(b)(1)(A) in effect for the Limitation Year,
or

(B) 1.4 times the Participant's average
Compensation for the three consecutive Plan Years that
produces the highest average.

Projected Annual Benefit means the annual benefit to which the
Participant would be entitled under the terms of the defined
benefit plan, if the Participant continued employment until
normal retirement age (or current age, if later) and the
Participant's Compensation for the Limitation Year and all other
relevant factors used to determine such benefit remained
constant until normal retirement age (or current age, if later).

(3) The Defined Contribution Fraction is a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's account under all qualified defined contribution
plans (whether or not terminated) maintained by any Employer or
Affiliate for the current and all prior Limitation Years, and
the denominator of which is the sum of the lesser of the
following amounts determined for such year and for each prior
year of service with any Employer or Affiliate--

(A) 1.25 times the dollar limitation in
effect under Code section 415(c)(1)(A) for such year, or

(B) 1.4 times the amount which may be taken
into account under Code section 415(c)(1)(B).

In calculating the Defined Contribution Fraction, the Committee
may, at its discretion, make the election described in Code
section 415(e)(6).

(c) Annual Addition means the sum of the following
amounts for a Limitation Year with respect to each Participant: the
Employer Contributions, Before-Tax Contributions, forfeitures, excess
amounts treated as Employer Contributions pursuant to subsection (e),
and the Participant's After-Tax Contributions, and similar amounts under
other qualified defined contribution plans maintained by any Employer or
Affiliate.

Amounts allocated to a post-retirement medical account
described in Code section 415(l)(2) or 419A(d)(2) shall be treated as an
annual addition when applying the limitation of subsection (a)(1).

Contributions do not fail to be Annual Additions because
they are excess amounts under section 4.8, 4.9, or 4.10. However, excess
amounts that are distributed under section 4.8 are not Annual Additions.

Rollover contributions, repaid distributions, and
restored forfeitures pursuant to section 4.6(b), and loan payments shall
not be treated as Annual Additions.

(d) Additional Definitions. For the purpose of this
section, Affiliate shall have the meaning prescribed in section 2.1
above, except that the phrase "more than 50 percent" shall be
substituted for the phrase "at least 80 percent" each place it appears
in Code section 1563(a)(1). "Limitation Year" means the Plan Year.

(e) Excess Amounts. If, for any Plan Year, it is
necessary to limit the allocation of an amount to a Participant's
Account to comply with subsection (a), the Plan--

(1) first, shall refund to the Participant, to the extent
necessary and as soon as is administratively feasible, the
amount of the Unmatched After-Tax Contributions and any earnings
thereon;

(2) second, shall pay to the Participant, to the extent
necessary and as soon as administratively feasible, the
Unmatched Before-Tax Contributions, if any, made on behalf of
the Participant and any earnings thereon;

(3) third, shall pay to the Participant, to the extent
necessary and as soon as administratively feasible, the amount
of the Matched After-Tax Contributions made on his behalf and
earnings thereon. The Employer Contributions made with respect
to such Matched After-Tax Contributions and earnings thereon
shall be held in a suspense account and used in the next
Limitation Year as an Employer Contribution; and

(4) fourth, shall pay to the Participant, to the extent
necessary and as soon as administratively feasible, the amount
of the Matched Before-Tax Contributions made on his behalf and
any earnings thereon. The Employer Contributions made with
respect to such Matched Before-Tax Contributions and any
earnings thereon shall be held to a suspense account and used in
the next Limitation Year as an Employer Contribution.

If the limitations of subsection (b) are exceeded, the accrued benefit
of the Participant under the defined benefit plan shall be reduced to
the extent necessary to satisfy the requirements of subsection (b).

4.12 Plan Accounting and Allocation of Investment
Earnings and Losses. Accounts and Funds shall be valued as of each
Valuation Date and accounting shall be performed on the basis of
generally accepted accounting principles. Earnings, gains, and losses
(realized or unrealized) for each Fund shall be allocated to the portion
("subaccount") of a Participant's Account maintained with respect to
that Fund, in the same ratio that the value of his subaccount bears to
the sum of the values of all Participants' subaccounts maintained with
respect to that Fund.

Pursuant to rules and regulations of the Internal Revenue
Service, the Committee may adopt a rule designating all or certain
Accounts as constituting a separate contract for the purposes of Code
section 72.

4.13 Plan Expenses. Brokerage fees, transfer taxes, and
other expenses incident to the purchase or sale of securities and other
investments by the Trustee shall be deemed to be part of the cost of
such securities and investments, or deducted in computing the proceeds
of a sale, as the case may be. Any other taxes on or in respect of the
Funds shall be paid out of Fund Assets. All other expenses of
administering and managing the Plan and the Trust shall be paid by the
Company.

4.14 Nonassignability. Except as provided in a qualified
domestic relations order as defined in Code section 414(p) or as
otherwise permitted by Code section 401(a)(13), no Account or benefit
under this Plan shall be anticipated, assigned (either at law or in
equity), alienated or subject to attachment, garnishment, levy,
execution, or other legal or equitable process (whether voluntary or
involuntary).

The Committee shall establish a procedure to determine
the qualified status of a domestic relations order and to administer
distributions under a qualified order.

4.15 Missing Persons. If the Company is unable to locate
a proper payee within one year after an Account becomes payable, the
Company may treat the balance credited to the Account as a forfeiture;
however, if a claim for benefits is subsequently presented by a person
entitled to a payment, the forfeited amount shall be recredited to the
Account upon verification of the claim, except for those amounts that
have been paid pursuant to an escheat or other applicable law.
Forfeitures restored under this subsection shall be paid from current
forfeitures, and if insufficient, from an additional Employer
Contribution (without regard to the existence of Employer profits).

4.16 Withholding Taxes. The Employer or Trustee may
withhold from a Participant's compensation or any payment under this
Plan any taxes required to be withheld with respect to contributions or
benefits under this Plan and such sum as the Employer or Trustee may
reasonably estimate as necessary to cover any taxes for which they may
be liable and which may be assessed with respect to contributions or
benefits under this Plan.

ARTICLE V

VESTING IN ACCOUNTS

5.1 Nonforfeitable Interest in Participant's Account.

(a) Rollover, Before-and After-Tax Accounts. A
Participant shall have a nonforfeitable interest in the total value of
his Before-and After-Tax Contribution Accounts and Rollover
Contribution Account at all times.

(b) Employer Contribution Account.

(1) General. Subject to paragraph (2) below, a
Participant shall have a nonforfeitable interest in a portion of
the value of his Employer Contribution Account based on his
credited Vesting Service (as defined in section 5.2 below) as
follows:

Nonforfeitable
Vesting Service Percentage

Less than one year 0%

At least one year but
less than two years 33%

At least two years but
less than three years 66%

Three or more years 100%

(2) Additional Vesting. Notwithstanding subsection
(b)(1) above, a Participant shall have a nonforfeitable interest
in the entire value of his Employer Contribution Account if--

(A) he is an Employee at any time on or after
attaining the Normal or other Retirement Age;

(B) he dies while an Employee;

(D) all Employer Contributions by all Employers
are completely discontinued while he is an Employee; or

(E) the Plan is terminated or partially
terminated (within the meaning of section 1.411(d)-2 of
the Treasury regulations) while he is an Employee.

5.2 Vesting Service.

(a) General. Except as otherwise provided in this
section 5.2, an Employee shall receive credit for Vesting Service which
shall equal the period from the first day he performs an Hour of Service
for the Employer or an Affiliate to the date of his termination of
employment. All such periods shall be aggregated unless a credited
period is canceled pursuant to subsection (d) below. The Employee shall
receive a full one-month credit for the month in which he becomes an
Employee and for the month employment is terminated. In aggregating
fractions of a month, 30 days shall be considered to be a period of one
month, and in aggregating fractions of a year, 12 months shall equal a
period of one year.

(b) Service Spanning. If an Employee terminates
employment with the Employer and all Affiliates, but returns to such
employment and performs an Hour of Service prior to incurring a one-year
Break in Service, the period from the termination to the date of such
Hour of Service shall be credited as Vesting Service. Notwithstanding
the preceding sentence, if the termination of employment occurs during a
period of absence from active employment, the Participant shall not
receive credit under the preceding sentence unless he returns to
employment and performs an Hour of Service before the first anniversary
of the first day of such absence.

A person who (1) was an employee of Morton Thiokol, Inc.
on June 30, 1989, (2) was subsequently employed by the Thiokol
Corporation, and (3) is hired by the Company or an Affiliate as part of
the restructuring in 1989 of Morton Thiokol, Inc. (as determined by the
Committee), shall be credited with Vesting Service for the period of
employment with the Thiokol Corporation.

(1) a period of service with a corporation, trade, or
business prior to the date it became an Employer or an
Affiliate; or

(2) a period of service during which he was eligible to
make contributions to this Plan or to reduce his Pay pursuant to
a Pay Reduction Agreement but declined (directly or indirectly
through the collective-bargaining process) to either contribute
or reduce his Pay.

Subsection (c)(2) shall not be applicable to a period of
service if it follows a period during which the Employee made
Matched After-Tax Contributions or reduced his Pay under a Pay
Reduction Agreement.

(d) Cancellation and Restoration of Vesting Service.
Credited Vesting Service shall be canceled if an Employee incurs a
one-year Break in Service. Canceled Vesting Service shall be restored
upon the performance of an Hour of Service following reemployment with
the Employer or Affiliates. The preceding sentence shall be applicable
for the purpose of determining a Participant's nonforfeitable interest
in amounts that may be credited to his Employer Contribution Account
after the date of reemployment, but shall not entitle the Participant to
a reinstatement of amounts previously forfeited.

(e) Predecessor Plan. All Vesting Service credited
under the Predecessor Plan shall be recognized under this Plan and shall
be subject to the conditions of this Plan.

ARTICLE VI

DISTRIBUTIONS, WITHDRAWALS, AND LOANS

6.1 Distributions at Retirement, Disability, or Age 70 1/2.

(a) In General. Except as otherwise provided in this
section, a Participant who terminates employment with all Employers and
Affiliates on or after attaining his Normal or other Retirement Age, or
terminates such employment on account of a Disability, shall receive the
value credited to his Account in a lump sum amount or in installment
payments as provided in subsection (d).

For the purposes of this Plan, a transfer of the
employment relationship on account of a sale or other disposition of an
Employer or an Affiliate or a division thereof or on account of a
corporate restructuring shall not be considered to be a termination of
employment, except where expressly stated in this Plan.

(b) Commencement of Benefit Payments.

(1) In General. Subject to paragraphs (2) and (3), in
the case of a Participant to whom subsection (a) applies,
benefit payments may begin as soon as administratively
practicable following termination of employment or, at the
election of the Participant, the start of payments may be
deferred to a date not later than the Required Beginning Date.

(2) Small Amounts. If the value of a Participant's
Account is $3,500 or less, it shall be paid as soon as
administratively practicable following his termination of
employment whether or not he consents to the distribution.

(3) Consent to Distribution Before Required Beginning
Date. If the value of a Participant's Account exceeds $3,500, no
distribution shall be made to the Participant before he reaches
the Required Beginning Date unless he consents in writing to the
distribution.

Distribution before the Required Beginning Date may not
be made unless the Participant is furnished a written
explanation of his right to defer the start of benefit payments.
The explanation shall be mailed, personally delivered, or
otherwise communicated pursuant to Treasury regulations so that
it reaches the attention of the Participant between 30 and 90
days before the date the benefit is to become payable. If a
Participant does not consent to a distribution, it shall be
deemed to be an irrevocable election to receive a cash lump sum
distribution on the Required Beginning Date.

(c) Required Beginning Date. Notwithstanding anything in
the Plan to the contrary, a Participant must commence receiving benefit
payment not later than his Required Beginning Date whether or not he has
terminated.

(1) In General. In the case of a Participant who attains
age 70 after June 30, 1987, the Required Beginning Date shall be
April 1 of the calendar year following the calendar year in
which he attains age 70 1/2.

(2) Transitional Rules. Notwithstanding paragraph (1)--

(A) in the case of a Participant who attains
age 70 before July 1, 1987 and is not a Five-Percent
Owner, the Required Beginning Date shall be April 1 of
the calendar year following the later of--

(i) the calendar year in which the Participant
attains age 70 1/2, or

(ii) the calendar year in which the Participant
terminates employment, and

(B) in the case of a Participant who attains
age 70 before July 1, 1987 and is a Five-Percent Owner,
the Required Beginning Date shall be April 1 of the
calendar year following the later of--

(i) the calendar year in which the Participant
attains age 70 1/2, or

(ii) the earlier of--

(I) the calendar year in which the Participant
becomes a Five-Percent Owner, or

(II) the calendar year in which the Participant
terminates employment.

(d) Method of Payment. Amounts payable under this section
shall be paid in one of the following methods as elected by the
Participant except that the lump sum distribution shall be the only
method of distribution if the value of a Participant's Account is $3,500
or less.

(1) Lump Sum Distribution. A lump sum amount equal to the
value credited to the Participant's Account as of the Valuation
Date for the month in which the Participant terminates
employment or in the case of a deferred distribution, the
Valuation Date for the month which precedes the month elected
for distribution of benefits. The value credited to the Company
Stock Fund shall be distributed in (A) cash or (B) by the
distribution of the number of whole shares of Company stock and
uninvested cash allocated to the Account as of the Valuation
Date, as the Participant may elect, but not a combination of (A)
and (B). Cash shall be distributed in lieu of fractional shares
of stock. The distribution shall be charged against the Account
after all other accounting items have been processed for the
month in which the termination occurs.

(2) Installment Payout. A series of monthly cash payments
over a period from 2 to 120 months as the Participant elects,
payable as of the last day of the calendar month, subject to the
restrictions of this subsection.

(A) Restrictions on Payout Period. The distribution
period elected by a Participant may not exceed the combined life
expectancies of the Participant and his Beneficiary (as
determined under Treasury regulation 1.72-9).

(B) Amount of Each Installment Payment.

(i) The amount of the first installment payment shall be
equal to the product of (I) the value of the Participant's
Account as of the Valuation Date for the month in which
employment is terminated, or in the case of a deferred
distribution, the Valuation Date for the month preceding the
month elected by the Participant for the commencement of benefit
payments and (II) a fraction with a numerator equal to one and a
denominator equal to the total number of monthly installments to
be paid.

(ii) The amount of each subsequent installment payment
shall be equal to the product of (I) the value of the
Participant's Account as of the last Valuation Date immediately
preceding the date as of which the installment is payable and
(II) a fraction with a numerator equal to one and a denominator
equal to the number of installment payments remaining (including
the current payment).

Installment payments shall be charged against a
Participant's Account after the processing of all other
accounting items for the month of the termination of employment
or the month preceding the date of distribution, as the case may
be.

(C) Minimum Payment. Installment payments shall be
adjusted (if necessary) so that the minimum distribution rules
of section 6.7 are satisfied. If the amount of a monthly
installment payment is $20 or less at any time, the Company
shall instruct the Trustee to pay the entire value of the
Participant's Account in a cash lump sum amount.

(D) Reemployment. If a Participant who is receiving
installment payments returns to employment with the Employer or
an Affiliate, the installment payments shall cease and such
payments shall resume when the Participant again terminates. The
Participant may change the method of distribution upon such
termination.

6.2 Distribution upon Death.

(a) If a Participant dies before distributions from his
Account have started, his Beneficiary shall receive a lump sum
distribution of the entire value credited to his Account as of the
Valuation Date for the month in which the death occurs. The value
credited to the Company Stock Fund may be distributed in (1) cash, or
(2) whole shares of Company stock and uninvested cash, as the
Beneficiary elects, but not a combination of (1) and (2). If a
Participant dies after installment distributions have commenced, the
Beneficiary shall receive a cash lump sum distribution of the remaining
value of the Participant's Account. The date of payment shall be subject
to section 6.6 below. The distribution shall be charged against the
Account after the processing of all other accounting items for the month
in which the death occurs.

(b) Beneficiary.

(1) General. Subject to paragraph (2), "Beneficiary"
means the person or persons (who may be named contingently or
successively), including a trust or an estate, designated by a
Participant, to whom his Account is to be paid in the event of
his death. Each designation will revoke all prior designations
by the same Participant. A designation shall be made on a form
prescribed by the Committee, and will be effective only when
filed in writing with the Committee. If no Beneficiary is
designated or a designation is revoked in whole or in part, or
if a designated Beneficiary does not survive, the Account
balance shall be payable to the Participant's estate, or at the
discretion of the Committee, to the first class of the following
classes of automatic Beneficiaries then surviving and in equal
shares if there are then more than one in each class: the
Participant's--

(A) surviving spouse;

(B) surviving children;

(D) surviving brothers and sisters.

(2) Married Participants. Notwithstanding paragraph
(1), in the case of a married Participant, the Beneficiary shall
be the Participant's spouse unless--

(A) the Participant has designated another person as
the Beneficiary,

(B) the spouse has consented to the designation of the
specific nonspouse Beneficiary, including any class of
Beneficiaries or any contingent Beneficiaries,

(D) the spouse's consent is in writing, and

(E) the consent is witnessed by a notary public.

The spouse's consent shall not be required if the spouse
cannot be located or if the Participant furnishes the Company a
court order decreeing that the Participant and the spouse are
legally separated or that the spouse has abandoned the
Participant. The preceding sentence shall not apply to the
extent provided in a qualified domestic relations order under
Code section 414(p).

6.3 Distribution upon Separation other than by Death,
Retirement, or Disability. A Participant who terminates employment with
all Employers and Affiliates prior to death, attaining a Retirement Age,
and suffering any Disability, shall receive a cash lump sum distribution
of the entire value of the nonforfeitable portion (as described in
section 5.1) of his Account if--

(a) the value of the nonforfeitable portion of the
Participant's Account is $3,500 or less, or

(b) the value of the nonforfeitable portion of the
Participant's Account is greater than $3,500 and the Participant elects
to receive a lump sum distribution of his entire Account balance.

The amount of the distribution in subsections (a) and (b)
shall be equal to the value of the nonforfeitable portion of the
Participant's Account as of the Valuation Date for the month in which
the termination of Employment occurs.

No distribution shall be made pursuant to subsection (b)
prior to the Participant's sixty-fifth birthday unless he consents in
writing to the distribution. A consent to the distribution shall not be
valid unless the Participant is furnished with a written explanation of
his right to defer the commencement of benefit payments. The explanation
shall be mailed, personally delivered, or otherwise communicated
pursuant to Treasury regulations so that it reaches the attention of the
Participant between 30 and 90 days before the date the benefit is to be
payable. If a Participant does not consent to a distribution, it shall
be deemed to be an irrevocable election to receive a cash lump sum
distribution in the month in which he attains age 65 with the value of
the distribution determined as of the Valuation Date for the preceding
month.

A distribution shall be charged against a Participant's
Account after the processing of all other accounting items for the month
in which the termination occurs or, in the case of a deferred
distribution, the month preceding the month in which the Participant
attains age 65.

If a Participant defers distribution of his Account,
amounts credited to the Equity Index Fund, the Company Stock Fund, or
the Thiokol Stock Fund shall be liquidated and the cash proceeds shall
be transferred to the Fixed Income Fund.

6.4 In-Service Withdrawals from After-Tax Contributions
Accounts.

(a) Frequency. A Participant may request a withdrawal of
amounts from his After-Tax Contributions Accounts at any time by filing
a written request with the Company on a form prescribed by the Company.
No withdrawals may be made from the Employer Contributions Account or
Rollover Contributions Account while a Participant is an Employee.

(b) Minimum Amount. The minimum amount of any withdrawal
shall be an amount equal to the lesser of $500 or the sum of the value
of the After-Tax Contributions Accounts as of the Valuation Date for the
calendar month in which the withdrawal form is received by the Company.
All withdrawals shall be made in cash.

(c) Withdrawal from the Funds. If the Participant's
After-Tax Contributions Accounts are invested in more than one Fund, he
shall instruct the Company to either draw on the funds in a specified
order ("hierarchy" withdrawal) or to draw on each Fund in an amount
equal to the product of the total amount of the withdrawal request and a
fraction with a numerator equal to the total value of his After-Tax
Contributions Accounts invested in a particular Fund and a denominator
equal to the total value of his After-Tax Accounts ("pro rata"
withdrawal). The value of the Accounts and the Funds for the purpose of
this subsection (c) shall be determined as of the Valuation Date for the
calendar month in which the withdrawal form is received by the Company.
A withdrawal shall be paid as soon as reasonably practicable after the
close of the month in which the withdrawal form is received, subject to
section 6.6 below.

(d) Effect on After-Tax Contributions Accounts. Amounts
withdrawn pursuant to this section 6.4 shall be charged against the
Unmatched After-Tax Contributions Account first and, if necessary,
against the Matched After-Tax Contributions Account. The withdrawal
shall be charged against the Account after the processing of all other
accounting items for the month in which the withdrawal form is received.

(e) Penalty for Withdrawal of Recent Matched After-Tax
Contributions.

(1) Employer Contributions shall not be made on behalf of
a Participant for a period of six calendar months following the
month in which a withdrawal made by such Participant leaves a
total balance in his Matched After-Tax Contributions Account
that is less than the aggregate of his Matched After-Tax
Contributions made for the calendar month in which the
withdrawal request is submitted and for the preceding 23
calendar months.

(2) If a Participant who has made a withdrawal that
results in the suspension of Employer Contributions pursuant to
the foregoing paragraph or section 6.5(b) makes another
withdrawal under paragraph (1) before Employer Contributions
have resumed, the period during which Employer Contributions are
suspended shall continue for an additional six months past the
date on which they would have otherwise resumed.

6.5 In-Service Withdrawals of Before-Tax Contributions.

(a) General. No Participant shall receive a
distribution from his Before-Tax Contributions Accounts prior to
termination of his employment from the Employer and all Affiliates,
except to the extent specifically provided in this section.

(b) Withdrawals After the Attainment of Age 59 1/2. A
Participant who has attained age 59 1/2 may request a withdrawal from
his Before-Tax Contributions Accounts at any time by filing a written
request with the Company on a form prescribed by the Company. Such a
withdrawal shall be treated as though it were a withdrawal under section
6.4 and shall be subject to the same restrictions and limitations.
Employer Contributions shall not be made on behalf of a Participant for
a period of six calendar months following the month in which a
withdrawal made by the Participant leaves a total balance in his Matched
Before-Tax Contribution Account that is less than the aggregate of his
Matched Before-Tax Contributions made for the calendar month in which
the withdrawal request is submitted and for the preceding 23 calendar
months.

(1) In General. A Participant may receive an in-service
distribution of amounts credited to his Before-Tax Contributions
Account if the withdrawal is on account of a financial need
constituting a hardship (as described in paragraph (2)) and the
withdrawal is necessary to satisfy the need (as determined under
paragraph (3)).

In no event shall a hardship distribution from the
Before-Tax Contributions Account exceed the total Before-Tax
Contributions made on behalf of the Participant (reduced by
prior distributions) plus earnings credited to the Before-Tax
Contributions Account as of December 31, 1988, or, if less, the
value of the Before-Tax Contributions Account.

Withdrawals from the Funds may be made on a hierarchy or
pro rata basis as described in section 6.4(c).

(2) Financial Hardship. A financial hardship shall be
deemed to exist as a result of the following financial
obligations:

(A) medical expenses described in Code section 213(d)
incurred by the Participant, the Participant's spouse, or any
dependents of the Participant (as defined in Code section 152),

(B) the purchase (excluding mortgage payments) of a
principal residence for the Participant,

(C) payment of tuition for the next 12 months of
post-secondary education for the Participant, his or her spouse,
children, or dependents, or

(D) the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of
the Participant's principal residence.

The amount requested for withdrawal pursuant to
subparagraph (A) shall be at least $1,000 and the withdrawal
shall be made only with respect to expenses incurred in the
six-month period prior to the date of the request.

(3) Necessity for Distribution. A distribution shall be
deemed necessary to satisfy a financial need described in
paragraph (2) if the Participant represents to the Company that
the need cannot be relieved--

(A) through reimbursement or compensation by insurance or
otherwise,

(B) by reasonable liquidation of the Participant's assets
to the extent that such liquidation would not itself cause an
immediate and heavy financial need,

(D) by other distributions or nontaxable loans from plans
or by borrowing from commercial sources on reasonable commercial
terms.

A Participant's resources shall be deemed to include
those assets of his spouse and minor children that are
reasonably available to the Participant.

6.6 Due Date for Payments.

(a) General. Subject to subsection (b) below, payments to
a Participant or Beneficiary shall be made as soon as practicable
following the completion of the valuation process for the Valuation Date
which determines the amount of the payment.

(b) Limitation. Subject to subsection (c), payment of
benefits to a Participant shall start not later than the earlier of--

(1) the Required Beginning Date, or

(2) the sixtieth day after the close of the Plan Year in
which the latest of the following events occur:

(A) the attainment by the Participant of the Normal
Retirement Age;

(B) the tenth anniversary of the date on which the
Participant commenced active participation in the Plan; or

(c) Deferral to Ascertain Benefit or Locate Participant.
If payment cannot be made on a date it is required to be made because
the Company, after making reasonable efforts, cannot locate a
Participant or Beneficiary or the amount of the payment cannot be ascer-
tained, a payment retroactive to the required date shall be made no
later than 60 days after the earliest date on which the amount of the
payment can be ascertained and the date on which the Participant or
Beneficiary has been located.

6.7 Minimum Distribution Amount.

(a) In General. A Participant who has elected installment
payments pursuant to section 6.1 and attains age 70 1/2 after June 30,
1987 shall receive a distribution for each calendar year commencing with
the year in which he attains age 70 1/2 which shall not be less than the
Minimum Distribution Amount described in subsection (b). The Minimum
Distribution Amount with respect to the calendar year in which the
Participant attains age 70 1/2 ("first distribution year") must be paid
not later than April 1 of the calendar year which follows the first
distribution year.

The Minimum Distribution Amount with respect to a
calendar year which follows the first distribution year must be paid not
later than December 31 of such calendar year.

In the case of a Participant who attained age 70 before
July 1, 1987, the first distribution year shall be the calendar year
described in subparagraph (A)(i) or (ii) of section 6.1(c) or
subparagraph (B)(i) or (ii) of such section, whichever is applicable.

(b) Minimum Distribution Amount. The Minimum Distribution
Amount for the first distribution year shall be determined by dividing
the Participant's account balance as of the end of the preceding
calendar year (as adjusted pursuant to Treasury regulations prescribed
under Code section 401(a)(9)) by the applicable life expectancy of the
Participant or the joint and last survivor life expectancy factor of the
Participant and his Beneficiary prescribed by the Treasury regulations.
In subsequent years, the account balance as of the end of the preceding
calendar year (as adjusted) shall be used and the life expectancy factor
shall be the life expectancy factor with respect to the first
distribution year reduced by the numbers of years that have elapsed
since such year. If the Beneficiary is not the Participant's spouse, the
Account balance shall be divided by the lesser of the applicable life
expectancy factor or the factor prescribed under Treasury regulation
1.401(a)(9)-2 (relating to the incidental death benefit rule).

6.8 Loans.

(a) Committee Authority. The Committee shall adopt such
rules as it may deem necessary or appropriate to implement the
provisions of this section.

(b) Eligibility. Subject to subsection (d), a Participant
who is actively employed by an Employer or Affiliate shall be eligible
to request a loan for any reason pursuant to this section.
Notwithstanding the foregoing, if a married Participant has elected a
life annuity form of payment or such form of payment is automatically in
force with respect to the Participant, he shall not be eligible for a
loan unless his spouse has given written consent to the loan. To the
extent required by regulations, effective October 1, 1989, a Participant
who is a former Employee shall be eligible to request a loan.

(c) Funding of a Loan; Eligible Accounts and Loan
Accounts. Upon the approval of a loan request, the Committee shall
liquidate all or a portion of the Participant's investments held in the
following Accounts ("Eligible Accounts") in the order listed until the
amount of the loan has been reached:

(1) the Rollover Contributions Account,

(2) the Matched Before-Tax Contributions Account,

(3) the Unmatched Before-Tax Contributions Account,

(4) the Matched After-Tax Contributions Account, and

(5) the Unmatched After-Tax Contributions Account.

If any Account to be liquidated is invested in more
than one Fund, the amount of a particular Fund which is to be liquidated
shall be the product of the total amount to be liquidated under the
Account and a fraction with a numerator equal to the amount of the
Account invested in the Fund and a denominator equal to the total
balance credited to the Account.

The proceeds of the liquidation of the investments held
under an Eligible Account shall be credited to a Loan Account which
shall be a subaccount of the Eligible Account. For the purpose of the
allocation of gains, losses, and earnings of the Trust Fund, a Loan
Account shall be deemed to be invested only in a loan to the Participant
and shall be increased by interest at the rate described in subsection
(g) and decreased by the portion of each payment allocable to the Loan
Account under subsection (h). No in-service distribution shall be made
from an Eligible Account in an amount which would exceed the difference
between the total balance credited to the Account and the amount of the
Loan Account under that Eligible Account.

Upon the receipt of the promissory note described below,
a loan shall be made from the Loan Account to the Participant.

(d) Frequency of Loans. If the Committee approves a
Participant's loan application, it may not make another loan to the
Participant until the first anniversary of the date that the prior loan
was fully discharged. If the Employer or an Affiliate maintains another
qualified plan under which a Participant in this Plan has received a
loan, such loan shall be treated as though it had been made under this
Plan for the purposes of this subsection.

(e) Loan Amount.

(1) In General. The minimum loan amount shall be $1,000
with additional amounts to be made in increments of $500, but
the total amount shall not exceed the amount prescribed by
paragraph (2).

(2) Maximum Loan Amount. The amount of a loan shall not
exceed the lesser of--

(A) 75 percent of the total balance credited to all of
the Participant's Eligible Accounts,

(B) $50,000, or

For the purpose of subparagraph (C), the balance of a
Participant's nonforfeitable Account shall be determined as of
the most recent Valuation Date within the 12-month period prior
to the loan date, adjusted solely for distributions and
contributions made after such Valuation Date but before the date
of the loan.

(f) Term of a Loan. The term of a loan shall be elected
by the Participant (in full one-year periods), but shall not extend
beyond the fifth anniversary of the date of the loan, or the tenth
anniversary in the case of a loan to be used to acquire a dwelling unit
which, within a reasonable time after the loan is made, will be used as
the principal residence of the Participant.

(g) Interest. A loan shall bear a reasonable rate of
interest as determined by the Committee. Such rate shall be determined
by taking into account the interest rates being charged at the time the
loan is granted on loans of a comparable nature. The interest rate shall
be fixed for the entire term of the loan.

Notwithstanding the foregoing, no loan shall be made if
the interest rate established pursuant to this subsection exceeds the
maximum rate of interest permitted by applicable state usury laws which
are not preempted by ERISA.

(h) Payments. Repayment of the loan principal and payment
of the interest thereon shall be made by approximately equal payments
that will permit the loan to be fully amortized over the term selected
by the Participant pursuant to subsection (f)(1).

Subject to Treasury regulations and Committee rules, the
preceding sentence shall not be applicable with respect to a period when
a Participant is on a leave of absence without pay for up to one year.

In the case of an Employee, required payments shall be
made by payroll deductions in each payroll period. If a Participant's
pay is insufficient to make payments in full, the amount of the
deficiency shall be paid by personal check. In the case of a Participant
who is a former Employee, required payments shall be made by check.

A prepayment of the entire remaining balance of the loan
and accrued interest may be made by personal check at any time without
penalty.

The portion of each payment which is attributable to
repayment of the principal of a loan shall be applied toward the
reduction of a Participant's Loan Account under each Eligible Account in
the order which is converse to that described in subsection (c) and
shall be invested in accordance with the Participant's current
investment direction pursuant to section 4.7(b).

(i) Promissory Note. A loan shall be evidenced by a
promissory note in such form and containing such terms as the Committee
shall direct, subject to the provisions of this section. The portion of
a loan which is secured by a Participant's Before-Tax Contributions may
be deemed to be a separate loan for which the Committee may require a
separate promissory note.

(j) Security and Default. A Participant's obligation to
repay a loan and interest thereon shall be secured by his Eligible
Accounts. If a Participant fails to make a required payment and the
Committee determines that the loan is in default, the unpaid balance of
the loan and accrued interest shall be deducted from the Loan Accounts
and, if necessary, from the remaining portion of each Eligible Account
in the converse order of that described in subsection (c) until the
total amount of the unpaid balance and accrued interest has been
reached. The promissory note shall then be canceled. The amount deducted
from the Eligible Accounts shall be treated as a distribution to the
Participant.

Notwithstanding the foregoing, no amount shall be
deducted from the Before-Tax Contributions Account until an event which
would otherwise entitle the Participant to a distribution from that
Account.

(k) Truth in Lending. Appropriate disclosure shall be
made pursuant to federal and state truth in lending acts to the extent
applicable.

6.9 Direct Rollovers; Withholding.

(a) Direct Rollovers.

(1) In General. In the case of a distribution (or a
withdrawal) made after December 31, 1992 that would be an
eligible rollover distribution within the meaning of Code
section 402 if made to the Participant or Beneficiary
("distributee"), the distributee may elect (subject to spousal
consent requirements if applicable) to the extent required by
law and regulation and in the manner prescribed by the
Committee, to have such distribution paid directly to an
eligible retirement plan (as defined in Code section
401(a)(31)). The amount of such direct rollover shall be limited
to the amount of the eligible rollover distribution which would
otherwise be includible in the distributee's gross income in the
absence of a direct transfer and without regard to the rollover
rules of Code sections 402 and 403. No election may be made by a
distributee pursuant to this section unless the distributee has
received the notice prescribed by paragraph (2).

(2) Notice. The Committee shall furnish to a distributee
a written notice at the time prescribed in paragraph (3) which
describes--

(A) the rules under which the distributee may elect to
have an eligible rollover distribution paid in a direct
rollover to an eligible retirement plan;

(B) the rules that require withholding of tax on the
eligible rollover distribution if it is not paid in a direct
rollover;

(C) the rules under which the distributee will not be
subject to tax if the distribution is contributed to an eligible
retirement plan within 60 days of the distribution; and

(D) if applicable, special rules regarding the taxation
of the distribution as specified in Code sections 402(d) and (e)
(relating to income averaging and other tax rules).

(3) Notification Period. The notice required by paragraph
(2) shall be furnished to the distributee not more than 90 days
and not less than 30 days before the date benefits become
payable. The Plan shall make no payment for 30 days following
the date the Participant has been furnished with the notice
unless the distribution is subject to section 6.1(b)(2) or
6.3(a) (cash out of small benefits) and the Participant, after
receipt of the notice, has affirmatively elected to make or not
to make a direct rollover, but in no event shall the Plan make a
distribution before the date benefits are otherwise payable
under the rules of the Committee.

(b) Withholding. In the case of an eligible rollover
distribution which is not directly transferred to an eligible retirement
plan pursuant to subsection (a), the Plan shall reduce the amount of the
distribution by the amount of the tax required to be withheld by law and
regulations.

ARTICLE VII

ADMINISTRATION

7.1 Committee and Plan Administrator. The Company shall
be the Plan Administrator, as that term is used in ERISA. The
Compensation Committee of the Board of Directors shall appoint a Plan
Administration Committee consisting of three or more members for
indefinite terms which shall be responsible for carrying out the
Company's duties as the administrator and (except for duties
specifically vested in the Trustee) for the administration of the
provisions of the Plan. The Committee shall be the "named fiduciary"
under the Plan as that term is used in ERISA for plan administration.
The Committee may appoint or designate other fiduciaries hereunder and
may allocate fiduciary responsibilities among fiduciaries, including
members of the Committee.

7.2 Compensation and Expenses. A member of the Committee
shall serve without compensation for services as such if he is an
Employee of the Employer or Affiliate. He may receive reimbursement by
the Company of expenses properly and actually incurred. All expenses
incurred by the Committee, or a member thereof, in carrying out the
duties of the Committee, shall be paid by the Company.

7.3 Manner of Action. A majority of the members of the
Committee at the time in office shall constitute a quorum for the
transaction of business. All resolutions adopted, and other actions
taken by the Committee at any meeting shall be by vote of a majority of
those present at any such meeting and constituting a quorum. Upon
concurrence in writing of a majority of the members at the time in
office, action of the Committee may be taken without a meeting.

7.4 Chairman, Secretary, and Employment of Specialists.
The members of the Committee shall elect one of their number as Chairman
and shall elect a Secretary who may, but need not, be a member of the
Committee. They may authorize one or more of their number or any agent
to execute or deliver any instrument or instruments in their behalf, and
may employ at the Company's or Trust's expense such counsel, auditors,
and other specialists and such clerical and other services as they may
require in carrying out the provisions of the Plan.

7.5 Records. All resolutions, proceedings, acts, and
determinations of the Committee shall be recorded by the Secretary or
under his supervision, and all such records, together with such
documents and instruments as may be necessary for the administration of
the Plan, shall be preserved in the custody of the Secretary.

7.6 Administration. The Committee shall be responsible
for the administration of the Plan, including instructing the Trustee
concerning all payments which should be made out of the Trust Fund
pursuant to the provisions of the Plan. The Committee shall have all
such powers as may be necessary to carry out the provisions hereof and
may, from time to time, establish rules for the administration of the
Plan and the transaction of the Plan's business. In making any such
determination or rule, the Committee shall pursue uniform policies which
shall not improperly discriminate in favor of or against any
Participant. The Plan shall be operated for the exclusive benefit of
Participants and Beneficiaries. The Committee shall have the exclusive
right to make any finding of fact necessary or appropriate for any
purpose under the Plan including, but not limited to, the deter-
mination of the eligibility for and the amount of any benefit payable
under the Plan. The Committee shall have the exclusive right to
interpret the terms and provisions of the Plan and to determine any and
all questions arising under the Plan or in connection with its
administration, including, without limitation, the right to remedy or
resolve possible ambiguities, inconsistencies, or omissions, by general
rule or particular decision. The Committee shall make, or cause to be
made, all reports or other filings necessary to meet the reporting and
disclosure requirements which are the responsibility of "plan
administrators" under ERISA. To the extent permitted by law, all
findings of fact, determinations, interpretations, and decisions of the
Committee shall be conclusive and binding upon all persons having or
claiming to have any interest or right under the Plan.

7.7 Application for Benefits. Each person eligible for a
benefit under the Plan shall apply for such benefit by signing an
application form to be furnished by the Committee. Each such person
shall also furnish the Committee with such documents, evidence, data, or
information in support of such application as it considers necessary or
desirable.

7.8 Denial of Claims. If any claim for benefits under the
Plan is wholly or partially denied, the claimant shall be given notice
in writing of such denial within 90 days after receipt of the claim,
setting forth the following information:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on
which the denial is based;

(c) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary;

(d) an explanation that a full and fair review by the
Committee of the decision denying the claim may be requested by the
claimant or his authorized representative by filing with the
Committee, within 65 days after such notice has been received, a written
request for such review; and

(e) if such request is so filed, the claimant or his
authorized representative may review pertinent documents and submit
issues and comments in writing within the same 65-day period specified
in subsection (d) above.

If special circumstances require an extension of time
beyond the 90-day period, the claimant shall be so advised in writing
within the initial 90-day period. In no event shall such extension
exceed an additional 90 days.

The decision of the Committee shall be made promptly, and
not later than 60 days after the Committee's receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for
review. The claimant shall be given a copy of the decision promptly. The
decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the
claimant, and specific references to the pertinent Plan provisions on
which the decision is based.

7.9 No Enlargement of Employee Rights. Nothing contained
in the Plan shall be deemed to give any Employee the right to be
retained in the service of the Employer or an Affiliate or to interfere
with the right of the Employer or Affiliate to discharge any Employee at
any time.

7.10 Expenses of Administration. The compensation of the
Trustee, any reasonable and proper attorneys' or management fee incurred
in the administration of the Trust Fund or other reasonable and proper
Plan expenses shall be paid pursuant to section 4.13.

7.11 Incapacity. If, in the opinion of the Committee, any
Participant (or Beneficiary) becomes unable to handle properly any
property distributable under the Plan, the Committee may make any
arrangement for distribution on such Participant's behalf that it
determines will be beneficial to such Participant, including (without
limitation) distribution to such Participant's guardian, conservator,
spouse, or dependent, and such distribution so made shall be a complete
discharge of the liabilities of the Plan with respect to the
Participant.

7.12 Indemnity for Liability. To the maximum extent
allowed by law and to the extent not otherwise indemnified, the Company
shall indemnify the members (and former members) of the Committee, and
any other current or former officer, director, or employee of the
Company, against any and all claims, losses, damages, expenses,
including counsel fees, incurred by such persons and any liability,
including any amounts paid in settlement with the Company's approval,
arising from such person's action or failure to act.

ARTICLE VIII

FINANCING

8.1 Financing. The Company shall maintain a Trust Fund as
a part of the Plan in order to implement and carry out the provisions of
the Plan and to finance the benefits under the Plan, by entering into
one or more Trust Agreements. Any Trust Agreement is designated as, and
shall constitute, a part of this Plan, and all rights which may accrue
to any person under this Plan shall be subject to all the terms and
provisions of such Trust Agreement. The Company may modify any Trust
Agreement from time to time to accomplish the purpose of the Plan and
may replace any Trustee and appoint a successor Trustee or Trustees. The
Company may appoint one or more investment managers (which may be any
person or organization within the meaning of ERISA section 3(38)) to
direct the Trustee with respect to investments. Each investment manager
shall acknowledge that he is a fiduciary under the Plan in writing
delivered to the Company and the Trustee. The assets of the Trust Fund
shall not be used for or diverted to purposes other than the exclusive
benefit of Participants and Beneficiaries.

8.2 Contributions. An Employer shall make such
contributions to the Trust Fund as are required by the provisions of the
Plan, subject to the right of the Company to terminate the Plan or the
Employer to withdraw from the Plan. Forfeitures arising under the Plan
for any reason shall be used as soon as possible to reduce the
Employer's contributions under the Plan.

8.3 Nonreversion. An Employer shall have no right, title,
or interest in the contributions made to the Trust Fund under the Plan
and no part of the Trust Fund shall revert to an Employer, except that--

(a) If a contribution is made to the Trust Fund by an
Employer by a mistake of fact, then such contribution may be returned to
the Employer within one year after the payment of the contribution.

(b) If any part or all of a contribution is disallowed as
a deduction under Code section 404, then to the extent a contribution is
disallowed as a deduction, it may be returned to the Employer within one
year after the disallowance.

8.4 Transfer of Assets. If a Participant in this Plan
becomes a participant in another qualified defined contribution plan
maintained by the Company or Affiliate, assets allocated to the
Participant's Account under this Plan shall be transferred, at the
direction of the Company, to his account under such other qualified
plan. The Plan shall have no further obligation to the Participant.

ARTICLE IX

AMENDMENT AND TERMINATION

9.1 Amendments to Conform with Law. The Company reserves
the right to make by amendment such changes in, additions to, and
substitutions for the provisions of this Plan, to take effect
retroactively or otherwise, as is deemed necessary or advisable for the
purpose of conforming the Plan to Code section 401 or to any other
present or future federal law relating to trusts and plans of this or
similar nature, and to the administrative regulations promulgated
pursuant to the Code and such laws.

9.2 Other Amendments and Termination. The Company also
reserves the right to amend this Plan at any time, and from time to
time, in any manner which it deems desirable including, but not by way
of limitation, to change or modify contributions under the Plan, and to
change any provision relating to the distribution or payment, or both,
of any account balances. The Company further reserves the right to
terminate this Plan at any time. No distribution shall be made on
account of the termination of the Plan except as permitted by Code
section 401(k)(10) and specific provisions of the Plan.

9.3 Form of Amendment. Any such amendment shall be made
by an instrument in writing, signed by a duly authorized officer or
officers of the Company certifying that said amendment has been
authorized by the Board of Directors of the Company.

9.4 Limitations on Amendments. The provisions of this
Article are subject to the following restrictions:

(a) No such amendment shall operate either directly or
indirectly to give an Employer any interest whatsoever in any fund or
property held by the Trustee under the terms of this Plan, or to permit
corpus or income of the Trust to be used for or diverted to purposes
other than the exclusive benefit of persons who are Participants or
Beneficiaries.

(b) Except as permitted by Treasury regulations or to the
extent necessary to conform to the laws and regulations described in
section 9.1, no such amendment shall operate either directly or
indirectly to deprive any Participant of the value of his nonforfeitable
interest, the value of the Account as of the date of the amendment, or
eliminate an optional form of benefit with respect to the Account value
immediately prior to the amendment.

9.5 Merger, Consolidation, or Transfer. No merger or
consolidation of the Plan with, or any transfer of assets or liabilities
of the Plan to or from, any other plan shall occur unless each
Participant in the Plan would be entitled to receive a benefit
immediately after the merger, consolidation, or transfer (if the Plan
then terminated) which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).

* * * * * * * * * *

IN WITNESS WHEREOF, MORTON INTERNATIONAL, INC. has caused
this instrument to be executed by its duly authorized officers on this
day of , 19__, effective as of the 1st day of July 1992.

MORTON INTERNATIONAL, INC.

ATTEST:
By

(CORPORATE SEAL)

APPENDIX A

TOP-HEAVY PROVISIONS

A1.1 Application of Top-Heavy Provisions.

(a) Single Plan Determination. Except as provided in
subsection (b)(2), if as of a Determination Date, the sum of the amount
of the Section 416 Accounts of Key Employees and the Beneficiaries of
deceased Key Employees exceeds 60 percent of the amount of the Section
416 Accounts of all Participants and their Beneficiaries other than
former Key Employees and their Beneficiaries, the Plan is top-heavy and
the provisions of this Appendix shall become applicable.

If any individual has not performed services for an
Employer or an Affiliate at any time during the five-year period ending
on the Determination Date, the Section 416 Account of such individual or
his Beneficiary shall be excluded from all computations under this
Appendix. However, if such an individual returns to employment with an
Employer or Affiliate, his Section 416 Account shall be included in
calculations under this section. The Section 416 Account of an
individual who was a Key Employee but is not a Key Employee for the Plan
Year containing the Determination Date and the preceding four Plan Years
or the Section 416 Account of the Beneficiary of such an individual
shall be excluded from all computations under this Appendix.

(b) Aggregation Group Determination.

(1) If as of a Determination Date this Plan is part of an
Aggregation Group which is top-heavy, the provisions of this
Appendix shall become applicable. Top-heaviness for the purpose
of this subsection shall be determined with respect to the
Aggregation Group in the same manner as described in subsection
(a) except that if the Aggregation Group includes a defined
benefit plan, the Section 416 Account shall include the present
value of the accrued benefit of a participant or a beneficiary
under such plan.

(2) If this Plan is top-heavy under subsection (a), but
the Aggregation Group is not top-heavy, this Appendix shall not
be applicable.

(c) Committee. The Committee shall have responsibility to
make all calculations to determine whether this Plan is top-heavy.

A1.2 Definitions.

(a) "Aggregation Group" means this Plan and all other
plans (including a frozen plan) maintained by any Employer and its
Affiliates which cover a Key Employee or his Beneficiary and any other
plan which enables a plan covering a Key Employee or his Beneficiary to
meet the requirements of Code sections 401(a)(4) or 410. A terminated
plan shall be included in an Aggregation Group if it was maintained by
an Employer or an Affiliate within the last five years ending on the
Determination Date for the Plan Year in question and would, but for the
fact it was terminated, meet the conditions of the preceding sentence.
In addition, at the election of the Committee, the Aggregation Group may
be expanded to include any other qualified plan maintained by any
Employer or Affiliate if such expanded Aggregation Group meets the
requirements of Code sections 401(a)(4) and 410.

(b) "Determination Date" means the last day of the Plan
Year immediately preceding the Plan Year for which top-heaviness is to
be determined.

(c) "Key Employee" means an Employee (or a former or
deceased Employee) who, for the Plan Year containing the Determination
Date or any of the four preceding Plan Years (including years before
1984), is--

(1) an officer of an Employer or an Affiliate having
annual compensation for a Plan Year greater than 50 percent of
the amount in effect under Code section 415(b)(1)(A) for the
calendar year in which the Plan Year ends; provided, however,
that no more than the lesser of--

(A) 50 Employees, or

(B) the greater of (i) three Employees or (ii) 10 percent
of the greater number of Employees of the Employer and
Affiliates for the Plan Year containing the Determination Date
and the preceding four Plan Years;

shall be treated as officers, and such officers shall be those
with the highest annual compensation in the five-year period;

(2) one of the ten Employees having an annual
compensation in excess of the amount in effect under Code
section 415(c)(1)(A) and owning (or considered as owning within
the meaning of Code section 318) both more than a 1/2 percent
interest in the Employer and the largest interests in the
Employer;

(3) a five (5) percent owner of an Employer;

(4) a one (1) percent owner of an Employer having an
annual compensation of more than $150,000.

For the purpose of this subsection (c), compensation
shall mean compensation as defined in Treasury regulation 1.415-2(d).
For the purpose of determining the number of officers to be taken into
account under subsection (c)(1), Employees described in Code section
414(q)(8) shall be excluded. For the purpose of subsection
(c)(1)(B)(ii), if 10 percent of the number of Employees is not an
integer, the number shall be increased to the nearest integer. For the
purpose of subsection (c)(2), if two Employees have the same interest in
the Employer, the Employee having the greater annual compensation from
the Employer shall be treated as having the greater interest. For the
purposes of subsections (c)(3) and (c)(4), ownership shall be
determined in accordance with Code section 416(i)(1)(B) and (C).

(d) "Section 416 Account" means the sum of--

(1) the amount credited to a Participant's or
Beneficiary's Account under this Plan as of the most recent
Valuation Date occurring within the 12-month period ending on
the Determination Date (or his account under another qualified
defined contribution plan which is part of an Aggregation Group)
including uncontributed amounts due as of such Valuation Date
but which are actually contributed on or before the
Determination Date;

(2) the present value of the accrued benefit credited as
of a Determination Date to a Participant or Beneficiary under a
qualified defined benefit plan which is part of an Aggregation
Group; and

(3) the amount of distributions to the Participant or
Beneficiary during the five-year period ending on the
Determination Date, including a distribution under a terminated
plan which, if it had not been terminated, would have been
required to be included in an Aggregation Group, a distribution
of Employee contributions, and a distribution made before the
effective date specified in Appendix section 1.1(d), but
excluding a distribution which is tax-free rollover contribution
(or similar transfer) that is not initiated by the Participant
or that is contributed to a plan which is maintained by an
Employer or an Affiliate;

reduced by--

(4) the amount of a rollover contribution (or similar
transfer) which is accepted by this Plan (or a plan forming part
of an Aggregation Group) after December 31, 1983 and which was
initiated by the Participant and derived from a plan not
maintained by the Employer or an Affiliate, and the earnings on
such rollover contribution.

The Account of a Participant who was a Key Employee and
who subsequently meets none of the conditions of section A1.2(c) for the
Plan Year containing the Determination Date and the preceding four Plan
Years or the Account of a Beneficiary of such a Participant is not a
Section 416 Account and shall be excluded from all computations under
this Appendix.

A1.3 Minimum Contribution.

(a) General. If this Plan is determined to be top-heavy
under the provisions of section A1.1 with respect to a Plan Year, in the
case of each Participant who is not a Key Employee and is an Employee on
the last day of the Plan Year, the sum of Employer contributions
(excluding contributions under a pay reduction agreement) and
forfeitures under all qualified defined contribution plans allocated to
the accounts of such Participants in the Aggregation Group shall not be
less than three (3) percent of such Participant's compensation (as
defined in Treasury regulation 1.415-2(d)). This section shall not be
applicable with respect to a Participant who is also covered under a
defined benefit plan maintained by an Employer or an Affiliate which
provides the benefit specified by Code section 416(c)(1).

(b) Exception. The contribution rate specified in
subsection (a) shall not exceed the percentage at which Employer
contributions (including pay reduction contributions) and forfeitures
are allocated under the plans of the Aggregation Group to the account of
the Key Employee for whom such percentage is the highest for the Plan
Year. For the purpose of this subsection, the percentage for each Key
Employee shall be determined by dividing the Employer contributions and
forfeitures for the Key Employee by the amount of his total compensation
for the year not in excess of $200,000 (as adjusted by the Secretary of
the Treasury under Code section 416(d)).

A1.4 Limit on Annual Additions: Combined Plan Limit.

(a) General. If this Plan is determined to be top-heavy
under section A1.1, section 4.9(b) of this Plan shall be applied by
substituting "1.0" for "1.25" in each place it appears. The transitional
rule of Code section 415(e)(6)(B)(i) shall be applied by substituting
"$41,500" for "$51,875."

(b) Exception. Subsection (a) shall not be applicable
if--

(1) section A1.3 is applied by substituting "4 percent"
for "3 percent," and

(2) this Plan would not be top-heavy if "90 percent" is
substituted for "60 percent" section A1.1.

(c) Transitional Rule. If, but for this subsection (c),
subsection (a) would begin to apply with respect to the Plan, the
application of subsection (a) shall be suspended with respect to a
Participant so long as there are--

(1) no Employer contributions, forfeitures, or
voluntary nondeductible contributions allocated to such
Participant, and

(2) no accruals under a qualified defined benefit plan
for such Participant.

APPENDIX B

SPECIAL VESTING RULES

B1.1 Southwest Chemical Services Incorporated. A
Participant in the Plan who was employed by the Southwest Chemical
Services Incorporated as of June 30, 1984 shall be fully vested in the
entire balance held to his Account as of such date.

B2.1 Alpha Catalog Chemicals. A Participant in the Plan
who was employed by the Alfa Catalog Chemicals operation of the Ventron
Division as of February 13, 1989 shall be fully vested in the entire
balance held to his Account as of such date.

APPENDIX C

BEE CHEMICAL COMPANY

C1.1 Employer. Effective July 1, 1985, the Bee Chemical
Company ("Bee") became an Employer under the Predecessor Plan.

C1.2 Bee Chemical Profit Sharing Plan.

(a) Merger. Effective July 1, 1985, the Bee Chemical
Company Profit Sharing Plan ("Profit Sharing Plan") was merged into the
Predecessor Plan. Account balances as of June 30, 1985 attributable to
employer contributions under the Profit Sharing Plan were transferred to
a separate account under the Employer Contributions Account known as the
"Bee Contributions Account." Account balances attributable to voluntary
contributions under the Profit Sharing Plan were transferred to the
Participant's Unmatched After-Tax Contributions Account. All such
Accounts were transferred to this Plan upon the spinoff of assets
effective July 1, 1989, with respect to persons employed by the Company.

(b) Vesting. All amounts credited to the Bee
Contributions Account shall be fully and immediately vested.

(1) Bee Contributions Account. The Bee Contributions
Account shall be invested in the Fixed Income Fund.

No transfer to another Fund shall be permitted.

(2) Voluntary Contributions. Amounts transferred to the
After-Tax Contributions Account which were invested in the
active and inactive guaranteed long-term fund and the guaranteed
short-term fund under the Profit Sharing Plan were invested in
the Fixed Return Fund and amounts invested in the active and
inactive variable fund were invested in the Diversified Equity
Fund of the Predecessor Plan. The foregoing amounts could be
transferred to other Funds pursuant to section 4.7(c) of the
Predecessor Plan.

(d) Distributions. All amounts credited to an Account of
a Participant under this Plan who was a participant in the Profit
Sharing Plan shall be subject to the distribution rules of sections C1.5
and C1.6. In addition, amounts credited to the Bee Contributions Account
shall be subject to the distribution rules pertaining to the Employer
Contributions Account and, accordingly, may not be withdrawn prior to
the termination of employment with the Employer and its Affiliates.
Amounts credited to the After-Tax Contributions Account shall be subject
to the in-service withdrawal rules under section 6.4 of the Plan.

C1.3 Bee Chemical Company Savings and Investment Plan.

(a) Merger. Effective July 1, 1985, the Bee Chemical
Company Savings and Investment Plan ("Savings Plan") was merged into the
Predecessor Plan. Account balances as of June 30, 1985 attributable to
salary reduction contributions under the Savings Plan were credited to
the Unmatched Before-Tax Contributions Account. Account balances
attributable to the direct employer contributions under the Savings Plan
were credited to a separate account under the Employer Contributions
Account to be known as the "Bee Contributions Account."

(b) Vesting. All amounts credited to the Bee
Contributions Account shall be fully and immediately vested.

(c) Investments. Transferred amounts which were invested
in the guaranteed rate fund and the money market fund under the Savings
Plan were invested in the Fixed Return Fund. Amounts which were invested
in the Windsor Fund and the Explorer Fund were invested in the
Diversified Equity Fund. The foregoing amounts could be transferred to
other Funds pursuant to section 4.7(c) of the Predecessor Plan.

(d) Distributions. Amounts transferred from the Savings
Plan shall be subject to the distribution rules pertaining to the
Accounts to which they are credited and to the provision of sections
C1.5 and C1.6.

(e) Loans. All loans outstanding on June 30, 1985 shall
remain subject to the provisions of Article IX of the Savings Plan.

C1.4 Vesting Service. Notwithstanding section 5.2(c)(2),
effective July 1, 1985, a person who was an employee of Bee prior to
such date was credited with Vesting Service equal to the vesting service
that was credited to him as of June 30, 1985 under the Bee Profit
Sharing Plan.

C1.5 Life Annuity Options.

(a) General. In addition to any form of payment that is
available under Article VI, a Participant in this Plan--

(1) who was a participant in the Profit Sharing Plan,

(2) who terminates employment with the Employer and all
Affiliates on or after attaining his Normal Retirement Age or
other Retirement Age, and

(3) whose Account is credited with more than $3,500,
shall be entitled to elect a Single Life Annuity or, if he is
married, a Joint and 50 Percent Spouse's Annuity, as described
in this section. A Participant who makes such an election may
not make any in-service withdrawals unless his spouse gives her
written consent pursuant to rules comparable to those stated in
subsection (c)(2).

(b) Single Life Annuity.

(1) General. A series of monthly cash payments payable
for the life of the Participant with no benefits payable after
the death of the Participant. The Single Life Annuity shall be
provided through an annuity contract (as described in subsection
(d)) purchased with the value of the Participant's Account
described in section 6.1(a) of the Plan. Payments under the
contract shall commence as soon as administratively practicable
after the date the contract is distributed to the Participant.

(2) Election and Spouse's Consent. No Participant may
elect a Single Life Annuity before the 90-day period ending on
the date benefit payments become payable under this section. In
the case of a married Participant, the election of the Single
Life Annuity shall be deemed to be a rejection of the Joint and
50 Percent Spouse's Annuity described in subsection (c) and
shall not be effective unless the requirements of paragraphs
(2), (3), and (4) of subsection (c) have been met.

(1) General. A series of monthly cash payments payable
for the life of the Participant and, upon the death of the
Participant, a monthly life annuity payable to the spouse equal
to 50 percent of the monthly amount that was payable to the
Participant with no benefits payable after the death of the
spouse. The Joint and 50 Percent Spouse's Annuity shall be
provided by an annuity contract (as described in subsection (d))
purchased with the value of the Participant's Account described
in section 6.1(a) of the Plan. Payments under the contract shall
commence as soon as administratively practicable after the date
the contract is distributed to the Participant.

(2) Election and Revocation.

(A) Method of Election and Period. An election to receive
the Joint and 50 Percent Spouse's Annuity shall be in writing
and may be revoked by written notice at any time during the
election period, and after a revocation, another election may be
made during the election period. The election period shall be
the 90-day period ending on the date benefits become payable
under this section to the Participant. No election for a Joint
and 50 Percent Spouse's Annuity may be filed prior to the
commencement of the 90-day period.

(B) Spousal Consent. No election to reject the Joint
and 50 Percent Spouse's Annuity shall be effective unless--

(i) the spouse of the Participant consents in writing to
such election, the spouse's consent acknowledges the effect of
such election (including the specific nonspouse Beneficiary, if
any) and it is witnessed by a notary public; or

(ii) it is established to the satisfaction of the
Committee that the consent required under clause (i) may not be
obtained because there is no spouse, because the spouse cannot
be located, or the Participant furnishes the Committee with a
court order decreeing that the Participant and the spouse are
legally separated or decreeing that the spouse has abandoned the
Participant (except as provided in a qualified domestic
relations order).

(3) Notice of Election. The Committee shall furnish to
a Participant a written notice which states in nontechnical
language--

(A) a general description of the Joint and 50 Percent
Spouse's Annuity;

(B) the circumstances under which it will be provided and
the availability of the election to reject the Joint and 50
Percent Spouse's Annuity and the right to revoke the election;

(C) a general explanation of the relative financial
effect on a Participant's benefit of the election and the
election of other optional forms of payment;

(D) the rights of the Participant's spouse under
paragraph (2)(B); and

(E) a Participant's right to request in writing a more
specific statement of the conditions and financial effect of the
Joint and 50 Percent Spouse's Annuity.

The statement required by paragraph (3)(E) shall describe the
specific financial effect of the election by the Participant in
terms of dollars per annuity payment. The statement shall be
delivered or mailed (first class, postage prepaid) to the
Participant within 30 days after the date of the Participant's
written request.

(4) Time of Notice. The notice shall be mailed,
personally delivered, or otherwise communicated pursuant to
Treasury regulations so that it reaches the Participant between
30 and 90 days before the date benefit payments are to start.

(d) Annuity Contracts. Any annuity contract purchased
by the Plan for distribution to a Participant or Beneficiary shall be
purchased from a domestically licensed insurance company. Such annuity
contract shall be nontransferable and shall contain all restrictions and
conditions required for annuity contracts distributed from employee
benefit plans qualified under Code section 401(a). Upon the distribution
of the contract to the Participant or Beneficiary, the Plan shall cease
to have any obligation with respect to such Participant or Beneficiary.

C1.6 Preretirement Spouse's Annuity. If a Married
Participant elects a Single Life Annuity or a Joint and 50 Percent
Spouse's Annuity and dies before the annuity starting date, the
Participant's entire Account value shall be applied to the purchase of
an annuity contract (as described in section D1.5(d)) for the life of
the spouse, unless the spouse elects to receive benefits in the form of
a lump sum distribution.

The spouse may elect to defer the payment of benefits
under this section to the date the Participant would have attained his
Normal Retirement Age if he had survived.

APPENDIX D

POLYMER AND POLYPENCO

D1.1 Purpose. The purpose of this Appendix D is to
provide for the protection and preservation of benefits and service for
Employees who were previously covered by The Polymer Corporation
Retirement Plan ("Polymer Retirement Plan") or the Polypenco, Inc. (Va.)
Retirement Plan ("Polypenco Retirement Plan"), or the
Chesebrough-Pond's, Inc. Savings Plan ("Chesebrough Savings Plan").

D1.2 Use of Terms. Except where the context of this
Appendix expressly indicates to the contrary, terms used and defined in
the Plan shall have the same meaning for purposes of this Appendix D.
The provisions of this Appendix D shall modify and supersede the
provisions of the Plan to the extent inconsistent therewith.

D1.3 Appendix D Participants. The term "Appendix D
Participant" means a Participant employed by either The Polymer
Corporation ("Polymer") or Polypenco, Inc. (Va.) ("Polypenco")
immediately prior to July 25, 1986 who was identified as a transferring
employee as of that date, and who became an Employee of the Predecessor
Company and a Participant in the Predecessor Plan after such date but
before January 6, 1987 in connection with the Predecessor Company
acquisition of certain assets of Polymer and Polypenco.

D1.4 Transfer of Accounts from Chesebrough Savings Plan.
Appendix D Participants' vested account balances, if any, in the
Chesebrough Savings Plan valued as of September 30, 1986 were
transferred to the Predecessor Plan on October 1, 1986. Until such date
as the Appendix D Participant designated otherwise in accordance with
the terms of the Plan, (a) an Appendix D Participant's account balances
which were invested in the Chesebrough Savings Plan fixed income fund
will be invested in the Plan's Fixed Return Fund, (b) an Appendix D
Participant's account balances which were invested in the Chesebrough
Savings Plan diversified equity fund were invested in the Predecessor
Plan's Diversified Equity Fund, and (c) an Appendix D Participant's
account balances which were invested in the Chesebrough Savings Plan
Chesebrough-Pond's stock fund will be invested in the Plan's Fixed
Return Fund.

D1.5 Transfer of Voluntary Contribution Accounts from the
Polymer Retirement Plan and the Polypenco, Inc. (Va.) Retirement Plan.
Until such date as the Appendix D Participant designated otherwise in
accordance with the terms of the Plan, an Appendix D Participant's
vested account balances in his or her voluntary contribution accounts,
if any, under The Polymer Retirement Plan or the Polypenco Retirement
Plan, which were transferred to the Predecessor Plan, were invested in
the Plan's Fixed Return Fund.

D1.6 Vested Benefits. A separate account was established
under the Plan on behalf of each Appendix D Participant which was
credited with an amount equal to the transferred amounts under sections
D1.4 and D1.5 which were allocable to such Appendix D Participant. An
Appendix D Participant was fully vested with respect to the assets
allocable to his separate account pursuant to this Appendix D.

D1.7 Eligibility. Notwithstanding the Eligibility Service
requirements of Article III of the Plan, each Appendix D Participant who
was a Participant in the Chesebrough Savings Plan, Polymer Retirement
Plan or Polypenco Retirement Plan immediately prior to July 25, 1986
became a Participant for all purposes of the Predecessor Plan on and
after July 25, 1986, until such Appendix D Participant's participation
ceases in accordance with the Plan.

D1.8 Service. For purposes of determining an Employee's
Vesting Service under the Plan, as of July 25, 1986, an Employee who was
employed by Polymer or Polypenco immediately prior to such date, and who
was employed by the Predecessor Company immediately thereafter shall be
credited with Vesting Service equal to his period of employment with
Polymer or Polypenco.

APPENDIX E

CVD INCORPORATED

E1.1 Acquisition and Transfer of Assets. On March 6,
1987, the Predecessor Company acquired CVD Incorporated ("CVD"). CVD
previously maintained the CVD Incorporated Profit Sharing Plan ("CVD
Plan"). Effective May 31, 1987, all employer profit sharing
contributions to the CVD Plan were discontinued, and effective June 30,
1987, all employee contributions and employer matching contributions
were discontinued. Effective June 30, 1987, account balances became
fully vested and all account balances held by the CVD Plan were
transferred to the Predecessor Plan.

E1.2 Employer. Effective July 1, 1987, CVD became an
Employer under the Predecessor Plan.

E2.1 Transfer of Assets to Accounts. Amounts credited to
the employer profit sharing account and the matching employer
contributions account under the CVD Plan shall be transferred to the
Predecessor Plan and credited to a separate subaccount under the
Employer Contributions Account. The subaccount shall be subject to the
distribution rules of that Employer Contributions Account. Amounts
credited to the employee contributions account under the CVD Plan were
transferred to the AfterTax Contributions Account.

E2.2 Investments. Amounts invested in the fixed income
fund or the money market fund of the CVD Plan were transferred to the
Fixed Return Fund of the Predecessor Plan. Amounts invested in the
equity fund of the CVD Plan were invested in the Diversified Equity Fund
of the Predecessor Plan. A Participant in the Plan could elect to
transfer such amounts to other Funds pursuant to section 4.7(c) of the
Plan.

E3.1 Vesting. All amounts transferred from the CVD Plan
were immediately and fully vested. For the purpose of determining
Vesting Service under the Predecessor Plan, in the case of a person who
was an Employee of CVD on March 6, 1987, employment service with CVD
prior to that date was taken into account under section 5.2 but without
regard to section 5.2(b)(2) of the Predecessor Plan.

APPENDIX F

GLC TRUCKING COMPANY

F1.1 GLC Trucking Company. On December 30, 1988, the
Predecessor Company acquired the GLC Trucking Company ("GLC") and it
became an Employer under the Predecessor Plan effective as of April 1,
1989.

F2.1 Service Credits and Earnings. No Eligibility or
Vesting Service was recognized under the Predecessor Plan with respect
to employment service before December 30, 1988. Eligibility and Vesting
Service was recognized after that date as provided in the Plan.

APPENDIX G

NORTH AMERICAN SALT COMPANY

G1.1 North American Salt Company. This Appendix shall be
applicable to a Participant who participated in the North American Salt
Company Retirement, Savings and Investment Plan for Salaried Employees
(NAMSCO Plan) and a portion of whose accounts under the NAMSCO Plan were
transferred to this Plan effective as of July 1, 1993 ("Transfer
Subaccount"). This Appendix shall be applicable only to such a
Participant and to the Transfer Subaccount (adjusted for earnings,
gains, and losses) of the Participant.

G2.1 In-Service Withdrawal Rights and Loans. After the
attainment of age 59 1/2 or on account of a hardship, a Participant
shall be permitted to make an in-service withdrawal from the deferral
contributions credited to the Transfer Subaccount. Earnings on the
deferral contributions shall also be subject to the preceding sentence
except in the case of a hardship withdrawal. A Participant may also
borrow from such deferral contributions and earnings thereon.
Withdrawals and loans under this section shall be subject to the written
consent of the spouse of the Participant under rules comparable to those
under section G3.1(a)(2) and such other administrative rules as the
Committee may adopt.

G3.1 Annuity Forms of Payment.

(a) Annuities.

(1) Normal Form. In the case of a Participant who
commences a distribution of benefits after termination of
employment or on account of attainment of age 70 1/2, his entire
Transfer Subaccount shall be used to purchase an annuity
contract providing for benefit payments in the form of--

(A) a Joint and 50 Percent Spouse's Annuity, in the case
of a Participant who is married on his Benefit Starting Date, or

(B) a Single Life Annuity, in the case of a Participant
who is not married on his Benefit Starting Date, unless the
Participant elects, pursuant to this section, another form of
payment specified in section 6.1(d) or a Single Life Annuity.

This section shall not be applicable if the value of the
Participant's Account (the Transfer Subaccount and all other
amounts credited to his Account) is $3,500 or less.

(2) Election to Reject the Normal Form. An election to
reject the normal form of benefit shall not be effective unless
the requirements of this paragraph have been satisfied.

(A) Method of Election and Period. An election to reject
the normal form of payment shall be in writing and may be
revoked by written notice at any time during the election
period, and after a revocation, another election may be made
during the election period. The election period shall begin on
the ninetieth day before the Benefit Starting Date (as defined
below) or if later, the date the notice described in
subparagraph (C) is furnished to the Participant. No election
shall be valid if made before the start of the election period.
The election period shall end on the Benefit Starting Date.

(B) Spousal Consent. No election to reject the Joint
and 50 Percent Spouse's Annuity shall be effective unless--

(C) Notice of Election. The Committee shall furnish to a
Participant a written notice which states in nontechnical
language--

(i) a general description of the Joint and 50 Percent
Spouse's Annuity;

(ii) the circumstances under which it will be provided
and the availability of the election to reject the Joint and 50
Percent Spouse's Annuity and the right to revoke the election;

(iii) a general explanation of the relative financial
effect on a Participant's benefit of the election and the
election of other optional forms of payment;

(iv) the rights of the Participant's spouse under
paragraph (2)(B); and

(v) a Participant's right to request in writing a more
specific statement of the conditions and financial effect of the
Joint and 50 Percent Spouse's Annuity.

The statement required by subparagraph (C)(v) shall describe the
specific financial effect of the election by the Participant in
terms of dollars per annuity payment. The statement shall be
delivered or mailed (first class, postage prepaid) to the
Participant within 30 days after the date of the Participant's
written request.

(D) Time of Notice. The notice shall be mailed,
personally delivered, or otherwise communicated pursuant to
Treasury regulations so that it reaches the Participant between
30 and 90 days before the Benefit Starting Date.

(b) Preretirement Spouse's Annuity.

(1) General. If a married Participant dies before his
Benefit Starting Date, the Transfer Subaccount shall be applied
to the purchase of a Single Life Annuity payable for the life of
his spouse, unless the Participant has rejected the
Preretirement Spouse's Annuity by designating a non-spouse
Beneficiary pursuant to paragraph (2) or the spouse elects a
lump sum distribution in lieu of the Single Life Annuity.

If the Participant dies before age 65, payments under the
annuity contract shall commence as of the date the Participant
would have attained age 65 if he had survived; provided,
however, that the spouse may elect to commence benefits at an
earlier date.

(2) Election to Reject the Preretirement Spouse's
Annuity. The Participant may reject the Preretirement Spouse's
Annuity by designating a nonspouse Beneficiary in writing and
may revoke such rejection by written notice at any time during
the election period. The election period shall begin when the
Employee becomes a Participant in the Plan and shall end on his
Benefit Starting Date. If an election to reject the
Preretirement Spouse's Annuity is made before the first day of
the Plan Year in which the Participant attains age 35, the
election shall become invalid on such day at which time a new
election may be made by the Participant.

No election to reject the Preretirement Spouse's Annuity
shall be effective unless the requirements of paragraph (3) have
been satisfied.

If the Preretirement Spouse's Annuity is rejected, death
benefits shall be distributed in a lump sum to the nonspousal
Beneficiary.

(3) Spouse's Consent. An election to reject the
Preretirement Spouse's Annuity shall not be effective unless--

(A) the spouse furnishes a written consent to the
election, witnessed by a notary public, which acknowledges the
effect of the election and, if applicable, the specific
nonspouse Beneficiary, contingent Beneficiary, or a class of
Beneficiaries, or

(B) it is established to the satisfaction of a Plan
representative that the consent of the spouse under subparagraph
(A) cannot be obtained because the spouse cannot be located or
if the Participant furnishes the Company a court order decreeing
that the Participant and the spouse are legally separated or
that the spouse has abandoned the Participant. The preceding
sentence shall not apply to the extent provided in a qualified
domestic relations order under Code section 414(p).

(4) Notice of Election. The Committee shall furnish a
Participant a written notice which contains a nontechnical
explanation of the Preretirement Spouse's Annuity including a
statement of the terms and conditions of the annuity, the
Participant's right to make, and the effect of, an election to
waive the annuity, and the rights of the spouse under paragraph
(3).

The notice shall be mailed, personally delivered, or
otherwise communicated pursuant to Treasury regulations so that
it reaches the attention of the Participant when he commences
participation in the Plan, when he terminates employment before
age 35 (if applicable), and within the period beginning with the
first day of the Plan Year in which the Participant attains age
32 and ending with the close of the Plan Year preceding the Plan
Year in which the Participant attains age 35 (if applicable).

(1) the first day of the first period for which an amount
is payable as an annuity, or

(2) in the case of a benefit not payable in the form of
an annuity, the first day on which all events have occurred
which entitle a Participant to such benefit,

whether or not a payment is actually made on such day.

(d) Joint and 50 Percent Spouse's Annuity. A Joint and
50 Percent Spouse's Annuity means a series of monthly cash payments
payable for the life of the Participant and, upon the death of the
Participant, a monthly life annuity payable to the spouse equal to 50
percent of the monthly amount that was payable to the Participant with
no benefits payable after the death of the spouse.

(e) Single Life Annuity. A Single Life Annuity means a
series of monthly cash payments payable for the life of the Participant,
or the spouse in the case of a Preretirement Spouse's Annuity, with no
benefits payable after the death of the Participant or the spouse. The
Single Life Annuity shall be provided through an annuity contract
purchased with the value of the Participant's Transfer Subaccount.

(f) Annuity Contracts. Any annuity contract purchased
by the Plan for distribution to a Participant or Beneficiary shall be
purchased from a domestically licensed insurance company. Such annuity
contract shall be nontransferable and shall contain all restrictions and
conditions required for annuity contracts distributed from employee
benefit plans qualified under Code section 401(a). Upon the distribution
of the contract to the Participant or Beneficiary, the Plan shall cease
to have any obligation with respect to such Participant or Beneficiary.

G4.1 Vesting Service. With respect to a Participant to
whom this Appendix is applicable, Vesting Service shall be credited as
of July 1, 1993 equal to the service credited for vesting purposes under
the NAMSCO Plan as of such date for such Participant.

APPENDIX H

AKZO COATINGS, INC.

H1.1 AKZO Coatings. Pursuant to an Asset Purchase
Agreement and an Employee Agreement with AKZO Coatings, Inc. (Seller)
dated as of December 18, 1992, the Company agreed to acquire certain
assets from the Seller, and with respect to certain former employees of
the Seller who have become employees of the Company, the Company agreed
to grant vesting service under the Plan with respect to their last
employment service with the Seller.

H2.1 Vesting Service. An Employee of the Company who is a
Transferred Employee within the meaning of the Employee Agreement dated
as of December 18, 1992 shall be credited with Vesting Service equal to
the Transferred Employee's last continuous period of employment with
the Seller prior to the closing date under the Asset Purchase Agreement
or, if later, the Transferred Employee's date of termination by the
Seller.

Exhibit 4.2

COMMON STOCK COMMON STOCK
[TA ] AUTOLIV, INC. [ ]
INCORPORATED UNDER THE CUSIP 052800 10 9
LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS

- -----------------------------------------------------------------------------
THIS IS TO CERTIFY That is
the owner of

- -----------------------------------------------------------------------------

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
$1 PER SHARE OF

Autoliv, Inc. (hereinafter called the "Corporation") transferable on the
books of the Corporation in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not
valid unless countersigned and registered by the Transfer Agent and
Registrar.

WITNESS the facsimile seal of the Corporation and the
facsimile signatures of the Corporation's duly authorized officers.

Dated:
AUTOLIV, INC.
CORPORATE
SEAL
1996
DELAWARE
/S/JORGEN SVENSSON /S/GUNNAR BARK
SECRETARY CHAIRMAN OF THE BOARD

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO
SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS MAY BE
MADE TO THE CORPORATION OR THE TRANSFER AGENT.

The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

<TABLE>

<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _________ Custodian __________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors

JT TEN - as joint tenants with right of
survivorship and not as tenants Act__________________
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, ______________________________ hereby sell, assign
and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------

- ------------------------------------

- -----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- ---------------------------------------------------

- ---------------------------------------------------- shares

of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ----------------------------------------------------------------- Attorney

to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

Dated ___________________________

__________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

_________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 5.1

May 1, 1997

Autoliv, Inc.
c/o Autoliv AB
Box 703 81
S-107 24 Stockholm
Sweden

Re: Registration Statement on Form S-8 of the
Autoliv ASP Employee Investment Plan

Ladies and Gentlemen:

We have acted as counsel to Autoliv, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "SEC") on the date
hereof, relating to the issuance of up to 1,250,000 shares (the
"Shares") of the common stock, par value $1.00 per share (the "Common
Stock"), of the Company pursuant to the Autoliv ASP Employee Investment
Plan (the "Plan") of the Company.

This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act of 1933, as amended (the "Act").

In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (a) the Registration Statement, (b) the Plan, (c) a
specimen certificate evidencing the Common Stock, (d) the Restated
Certificate of Incorporation of the Company as in effect on the date
hereof, (e) the Restated By-Laws of the Company as in effect on the date
hereof, (f) certain resolutions of the Board of Directors of the Company
relating to, among other things, the Plan and (g) such other documents
as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions ex-
pressed herein which we did not independently establish or verify, we
have relied upon certificates, statements or representations of officers
and other representatives of the Company, public officials and others.

Members of our firm are admitted to the Bar of the State
of New York, and we do not express any opinion as to the laws of any
other jurisdiction except the General Corporation Law of the State of
Delaware. The Shares may be offered from time to time on a delayed or
continuous basis and this opinion is limited to the laws specified above
as in effect on the date hereof.

Based upon the foregoing and assuming the certificates
representing the Shares will be manually signed by one of the authorized
officers of First Chicago Trust Company of New York, as transfer agent
and registrar (the "Transfer Agent and Registrar") and registered by the
Transfer Agent and Registrar, and conform to the specimen thereof
examined by us, we are of the opinion that (i) the Shares registered on
the Registration Statement have been duly authorized and, when issued
and delivered in accordance with the terms of the Plan and
consideration is paid therefor, will be validly issued, fully paid and
nonassessable and (ii) the interests in the Plan when issued in
accordance with the terms of the Plan, will be duly authorized and
validly issued.

We hereby consent to the filing of this opinion with the
SEC as Exhibit 5 to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules or
regulations of the SEC thereunder.

Very truly yours,

Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Autoliv ASP Employee
Investment Plan of our report dated November 4, 1996, with respect to
the combined financial statements of Automotive Safety Products, an
operating group of Morton International, Inc., as of June 30, 1996 and
1995 and for each of the three years in the period ended June 30, 1996,
included in the Registration Statement (Form S-4) of Autoliv, Inc. filed
with the Securities and Exchange Commission.

/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP

Chicago, Illinois
April 29, 1997

Exhibit 23.2

[LETTERHEAD OF ERNST & YOUNG AB]

Consent of Independent Auditors

We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv ASP
Employee Investment Plan (the "Form S-8") and to the use of our report
dated January 30, 1997, with respect to the consolidated financial
statements of Autoliv AB, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.

ERNST & YOUNG AB

/S/ TOBJORN HANSSON
Tobjorn Hansson
Authorized Public Accountant

Stockholm, Sweden
April 30, 1997

Exhibit 23.3

BEFEC-PRICE WATERHOUSE SYC
34, Place des Corolles 6 rue Le Sueur
Tour AIG - Cedex 105 75116 PARIS
92908 Paris La Defense 2

Consent of Independent Auditors

Board of Directors
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE

We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv ASP
Employee Investment Plan (the "Form S-8") and to the use of our report
dated January 27, 1997, with respect to the financial statements of
Franco Suedoise d'Investissements SA, as of December 31, 1996, included
in the Proxy Statement/Prospectus/Exchange Offer that is made a part of
the Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-
23813) which, in turn, has been incorporated by reference in the Form
S-8.

Paris, France
April 30, 1997

For BEFEC-PRICE WATERHOUSE For SYC SA
Statutory auditor Statutory auditor

/S/ J. VANTALON /S/ S. YABLONSKY
J. Vantalon S. Yablonsky

Exhibit 23.4

[LETTERHEAD OF SERGE YABLONSKY]

Consent of Independent Auditors

Board of Directors
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE

We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv ASP
Employee Investment Plan (the "Form S-8") and to the use of our report
dated January 27, 1997, with respect to the financial statements of
Livbag SA and Livbag SNC, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.

Paris, France
April 30, 1997

/S/ S. YABLONSKY
S. Yablonsky
Statutory auditor

Exhibit 23.5

[LETTERHEAD OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG]

Consent of Independent Auditors

We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv ASP
Employee Investment Plan (the "Form S-8") and to the use of our report
dated January 27, 1997, with respect to the financial statements of
Autoliv GmbH, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.

/S/ KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG
KPMG Deutsche Treuhand-Gesellschaft AG

Hamburg, Germany
April 30, 1997

Exhibit 23.6

BEFEC-PRICE WATERHOUSE Serge YABLONSKY
34, Place des Corrolles 6 rue Le Sueur
Tour AIG - Cedex 105 75116 PARIS
92908 Paris La Defense 2

Consent of Independent Auditors

Board of Directors
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE

We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv ASP
Employee Investment Plan (the "Form S-8") and to the use of our report
dated January 27, 1997, with respect to the financial statements of
Autoliv France SNC, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.

Paris, France
April 30, 1997

For BEFEC-PRICE WATERHOUSE For Serge YABLONSKY
Statutory auditor Statutory auditor

/S/ J. VANTALON /S/ S. YABLONSKY
J. Vantalon S. Yablonsky