Severance Plan for
Elected and Appointed Officers of
Northrop Grumman Corporation
As amended and restated effective January 1, 2008
1. Purpose of Plan. The purpose of the Plan is to provide severance benefits for eligible Elected and Appointed
Officers of Northrop Grumman Corporation who reside and work in the United States. The terms of this
amended and restated Plan are effective as of January 1, 2008.
2. Definitions. The terms defined in this section shall have the meaning given below:
(a) “Committee” means the Compensation and Management Development Committee of the Board of
Directors of the Company or any successor to the Committee.
(b) “Code” means the Internal Revenue Code of 1986, as amended.
(c) “Company” means Northrop Grumman Corporation.
(d) “CPC ” means the Corporate Policy Council
(e) “Disability” means any disability of an Officer recognized as a disability for purposes of the Company’s
long-term disability plan, or similar plan later adopted by the Company in place of such plan.
(f) “Key Employee” means an employee treated as a “specified employee” as of his Separation from
Service under Code section 409A(a)(2)(B)(i) of the Company or its affiliate (i.e., a key employee (as
defined in Code section 416(i) without regard to paragraph (5) thereof)) if the Company’s stock is
publicly traded on an established securities market or otherwise. The Company shall determine in
accordance with a uniform Company policy which Participants are Key Employees as of each
December 31 in accordance with IRS regulations or other guidance under Code section 409A, provided
that in determining the compensation of individuals for this purpose, the definition of compensation in
Treas. Reg. § 1.415(c)-2(d)(3) shall be used. Such determination shall be effective for the twelve
(12) month period commencing on April 1 of the following year.
(g) “Officer ” means an Elected or Appointed Officer of Northrop Grumm