Northrop Grumman Corporation
EXECUTIVE DEFERRED COMPENSATION PLAN
The purpose of the Plan is to provide an arrangement whereby executives can elect to defer receipt of
compensation for which a deduction to the Corporation would otherwise be disallowed for federal income tax
purposes under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code").
(a) "Committee" is the Compensation and Management Development Committee (or its successor) of the Board
of Directors of Northrop Grumman Corporation.
(b) "Company" means Northrop Grumman Corporation and any of its subsidiaries or affiliates.
(c) "Compensation" means salary and other items of includible compensation paid to a Participant from the
Company for a calendar year.
(d) "Corporation" means Northrop Grumman Corporation.
(e) "Disability" means a permanent and total disability for which a Participant is currently receiving benefits from a
long- term disability plan sponsored by the Company.
(f) "Effective Date" means December 30, 1994, or such other date as specified by the Board of Directors.
(g) "Eligible Employee" means an employee who meets the conditions for eligibility under Section 3 of this Plan.
(h) "Participant" means an Eligible Employee who makes an election to defer Compensation under this Plan.
(i) "Plan" means the Executive Deferred Compensation Plan of the Northrop Grumman Corporation as set forth
herein and as from time to time amended.
(j) "Plan Year" means the calendar year.
(k) "Retirement" means retirement pursuant to one or more of the qualified pension or profit-sharing plans
maintained by the Company.
(l) "Section 162(m) limit" means the limit on deductibility of salary and other compensation imposed by Section
162(m) of the Code, and any subsequent or superseding provisions of the Code.
(m) "Termination" means a complete separation from service by the Participant from the Company.
(a) An employee of the Company who is eli