exv10wiwi






Exhibit 10(i)(i)




APPENDIX A

TO THE NORTHROP GRUMMAN SUPPLEMENTAL PLAN 2




Northrop Supplemental Retirement Income Program For Senior Executives



(Amended and Restated Effective as of January 1, 2009)


Appendix A to the Northrop Grumman Supplemental Plan 2 (the “Appendix”) is hereby amended and
restated effective as of January 1, 2009. This restatement amends the January 1, 2005 restatement
and includes changes that apply to Grandfathered Amounts.





	A.01	 	 Purpose. The purpose of this Program is to provide minimum pension
and death benefits to senior executives participating in the Pension
Plans who have only had a short period of service with the Company
prior to retirement.
	 
	A.02	 	 Eligibility. Officers of the Company may become Participants under
this Program only if they are designated as such by the Board of
Directors.






	 	(a)	 	Effective as of April 1, 2003, Kent Kresa ceased being an active Participant
under this Program and entered pay-status.
	 
	 	(b)	 	Effective as of January 1, 2002, the Board of Directors has determined that Dr.
Ronald D. Sugar (the “Executive”) will be eligible to participate in this Program.
	 
	 	(c)	 	There are no other Participants in this Program as of July 1, 2003.






	A.03	 	 Retirement Benefit. A Participant is eligible for the benefit under
Section A.04 upon voluntary or involuntary Termination of Employment
with the Company (other than by death) at or after age 55 with 10 or
more years of Vesting Service.
	 
	A.04	 	 Amount of Retirement Benefit. The amount of the retirement benefit
under this Appendix is the amount in (a), reduced by (b), where:






	 	(a)	 	is the greater of






	 	(1)	 	the amount of the Participant’s retirement income under the
Pension Plans on a straight life annuity basis, computed:






	 	(A)	 	without regard to the limitations on benefits
and the cap on counted compensation imposed by Code sections 415 and
401(a)(17), and
	 
	 	(B)	 	using Eligible Pay as defined in subsection (c)
below, or




 









 












	 	(2)	 	the amount of a straight life annuity with annual payments
equal to the participant’s Final Average Salary (as defined below) in effect on
the date of his or her Termination of Employment multiplied by the appropriate
percentage shown in the following schedule:





	 	 	 
	 	 	Percentage of Final Average Salary at
	Age at Termination Date*	 	Termination Date**
	55
	 	30%
	56
	 	34%
	57
	 	38%
	58
	 	42%
	59
	 	46%
	60
	 	50%
	61
	 	52%
	62
	 	54%
	63
	 	56%
	64
	 	58%
	65 and over
	 	60%







	 	(b)	 	is the sum of (1) and (2) below, where:






	 	(1)	 	is the amount of the Participant’s retirement income payable to
the Participant, including all early retirement subsidies, supplements, and
other such benefits, under the following plans and programs:






	 	(A)	 	the Qualified Plans, including any predecessor
plans, taking into account the limitations on benefits and the cap on
counted compensation imposed by Code sections 415 and 401(a)(17);
	 
	 	(B)	 	the CPC Supplemental Executive Retirement
Program set forth in Appendix F;
	 
	 	(C)	 	the Northrop Grumman ERISA Supplemental Plan;
	 
	 	(D)	 	the ERISA Supplemental Program 2 set forth in
Appendix B; and
	 
	 	(E)	 	any defined benefit retirement plans, programs,
and arrangements (whether qualified or nonqualified) maintained by TRW
Inc. or Litton Industries, Inc., their predecessors, or any affiliates
of







 




			
	*	 	Calculated to years and completed months on the
Termination Date.
	 
	**	 	The applicable percentage shall be straight line
interpolation depending on the Participant’s age on his termination date. The
percentage thus determined shall be rounded to the nearest hundredth. For
example, if a Participant terminates when he is 55 years and 8 months old, the
applicable percentage is 30.00% + 2.67% = 32.67%.




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	 	 	 	either in which the Executive participated prior to the commencement
of his employment with the Company; and






	 	(2)	 	is an annual benefit of $124,788 which represents a portion of
the retirement benefits previously received by the Executive from certain plans
previously maintained by Litton Industries, Inc.






	 	(c)	 	Final Average Salary.






	 	(1)	 	Final Average Salary for any Plan Year is the Participant’s
average Eligible Pay for the highest three of the last ten consecutive Plan
Years. For this purpose, years will be deemed to be consecutive even though a
break in service year(s) intervenes. 


Notwithstanding the foregoing, for Participants whose employment ceases
after 2005, all Plan Years after 1996 (not just the last ten) shall be
considered in determining the highest three years of Eligible Pay. All
benefits resulting from this change in determining the highest three years
of Eligible Pay shall be subject to Code section 409A.
	 
	 	(2)	 	Eligible Pay will be determined under the rules of Appendix F.






	A.05	 	 Post-55 Preretirement Surviving Spouse Benefit. If a Participant dies:






	 	(a)	 	after age 55;
	 
	 	(b)	 	while credited with 10 or more years of Vesting Service;
	 
	 	(c)	 	prior to Termination of Employment; and
	 
	 	(d)	 	his or her spouse is entitled to a survivor annuity under the Pension Plans,
	 
	 	then the Participant’s spouse will be entitled to the benefit under Section A.06.






	A.06	 	 Amount of Post-55 Spouse’s Benefit. The Participant’s surviving spouse benefit under
this Section shall be equal in value to the sum of (a) and (b), with such sum then reduced by
(c) where:






	 	(a)	 	is the amount of retirement income that the Participant would have received
under the 100% Joint and Survivor Option under the Qualified Plan in which he or she
was participating had the Participant retired on the date of death,
	 
	 	(b)	 	is the amount of the benefit under this Program, after the offset of the
benefits included in Section A.04(b), the Participant would have received if he or she
had retired on the date of his or her death with this 100% Joint and Survivor Option in
effect, and





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	 	(c)	 	is the amount of the annuity benefit payable to the surviving spouse under the
Qualified Plans (even if the annuity is commuted to a lump sum).






	A.07	 	 Payment of Post-55 Spouse’s Benefit. The spouse’s benefit described in Section A.06
will be payable commencing the first day of the month next following the Participant’s date of
death and shall terminate on the date of death of the surviving spouse.





          The distribution rules of this Section only apply to Grandfathered Amounts. See Appendix 1
and Appendix 2 for distribution rules that apply to other Plan benefits.




	A.08	 	 Pre-55 Preretirement Surviving Spouse Benefit. If a Participant dies:






	 	(a)	 	before age 55;
	 
	 	(b)	 	while credited with 10 or more years of Vesting Service; and
	 
	 	(c)	 	prior to Termination of Employment, 

then the Participant’s spouse will be entitled to the benefit under Section A.09.






	A.09	 	 Amount of Pre-55 Spouse’s Benefit. The Participant’s surviving spouse benefit under
this Section shall be equal in value to the benefit standing to the credit of the Participant
under the Pension Plans as of the date of his or her death, actuarially reduced in accordance
with the factors in the following table:





	 	 	 
	 	 	Factor to be Applied to the Earned
	Age of Participant at Date of Death*	 	Benefit**
	55
	 	.431
	54
	 	.399
	53
	 	.370
	52
	 	.343
	51
	 	.319
	50
	 	.297
	49
	 	.276
	48
	 	.257
	47
	 	.240
	46
	 	.223
	45
	 	.208







	 	 	Any extension of the above table below age 45 shall be based on the following assumptions
(i) Mortality — 1971 Towers, Perrin, Forster & Crosby Forecast Mortality Table, and (ii)
Interest — 6% compounded annually.







 




			
	*	 	Calculated to years and completed months on date of
death.
	 
	**	 	The applicable factor shall be determined by
straight line interpolation depending on Participant’s age at date of death.




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	A.10	 	 Payment of Pre-55 Spouse’s Benefit. The spouse’s benefit described in Section A.09
will be payable commencing the first day of the month next following the Participant’s date of
death and will terminate on the date of death of the surviving spouse.





          The distribution rules of this Section only apply to Grandfathered Amounts. See Appendix 1
and Appendix 2 for distribution rules that apply to other Plan benefits.




	A.11	 	 Effective Date. This Program first became effective on July 18, 1973
and will be effective as to each Participant on the date the Board of
Directors takes the action designating him or her as a Participant
under this Program.
	 
	A.12	 	 Vesting Service.






	 	(a)	 	In General. Vesting Service is generally determined under the Qualified Plans.
	 
	 	(b)	 	Special Rule for the Executive. The Executive is deemed to have earned 5 years
of Vesting Service as of January 1, 2002. For service performed after December 31,
2001, the Executive’s Vesting Service is determined under the Qualified Plans.





* * *




                    IN WITNESS WHEREOF, this Amendment and Restatement is hereby executed by a duly
authorized officer on this 17th day of December, 2009.




	 	 	 	 	 	 	 
	 	 	NORTHROP GRUMMAN CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Debora L. Catsavas
	 	 
	 

	 	 	 	 	 	 
	 	 	Debora L. Catsavas	 	 
	 	 	Vice President,
Compensation, Benefits & International	 	 







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