exv10w21






EXHIBIT 10.21




HUNTINGTON INGALLS INDUSTRIES




OFFICERS RETIREMENT ACCOUNT CONTRIBUTION PLAN








 









 








TABLE OF CONTENTS




	 	 	 	 	 

	INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	1.1 Definitions 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	4	 
	2.1 In General
	 	 	4	 
	2.2 Disputes as to Employment Status
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III CREDITS TO ACCOUNTS
	 	 	4	 
	3.1 Accounts
	 	 	4	 
	3.2 Company Contribution Credits
	 	 	4	 
	3.3 Earnings Credits
	 	 	5	 
	3.4 Valuation of Accounts
	 	 	5	 
	3.5 Use of a Trust
	 	 	5	 
	3.6 Investment Return Not Guaranteed
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV VESTING AND FORFEITURES
	 	 	6	 
	4.1 In General
	 	 	6	 
	4.2 Exceptions
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	6	 
	5.1 Normal Distribution Rules
	 	 	6	 
	5.2 Effect of Taxation
	 	 	6	 
	5.3 Permitted Delays
	 	 	7	 
	5.4 Payments Not Received At Death
	 	 	7	 
	5.5 Inability to Locate Participant
	 	 	7	 
	5.6 Committee Rules
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI ADMINISTRATION
	 	 	7	 
	6.1 Committees
	 	 	7	 
	6.2 Committee Action
	 	 	8	 
	6.3 Powers and Duties of the Administrative Committee
	 	 	8	 
	6.4 Powers and Duties of the Investment Committee
	 	 	9	 
	6.5 Construction and Interpretation
	 	 	9	 
	6.6 Information
	 	 	9	 
	6.7 Committee Compensation, Expenses and Indemnity
	 	 	9	 
	6.8 Claims
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	10	 
	7.1 Unsecured General Creditor
	 	 	10	 
	7.2 Restriction Against Assignment
	 	 	10	 
	7.3 Restriction Against Double Payment
	 	 	11	 
	7.4 Withholding
	 	 	11	 






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	7.5 Amendment, Modification, Suspension or Termination
	 	 	11	 
	7.6 Governing Law
	 	 	12	 
	7.7 Receipt and Release
	 	 	12	 
	7.8 Payments on Behalf of Persons Under Incapacity
	 	 	12	 
	7.9 Limitation of Rights and Employment Relationship
	 	 	12	 
	7.10 Headings
	 	 	12	 
	 
	 	 	 	 
	APPENDIX A NORTHROP GRUMMAN SPIN-OFF
	 	 	A-1	 






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INTRODUCTION




          The Huntington Ingalls Industries Officers Retirement Account Contribution Plan (the “Plan”)
is hereby adopted effective as of the “Distribution Date” defined in the Separation and
Distribution Agreement among Northrop Grumman Corporation, Huntington Ingalls Industries, Inc. and
New P, Inc. (the “Distribution Date”) and conditioned upon such Distribution Date occurring. This
Plan is intended (1) to comply with section 409A of the Internal Revenue Code, as amended (the
“Code”) and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees” within the meaning of sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974. Notwithstanding any
other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner
consistent with these intentions.



          See Appendix A for special rules related to the spin-off of the Company from Northrop Grumman
Corporation.



ARTICLE I




DEFINITIONS




	 	1.1	 	Definitions





          Whenever the following words and phrases are used in this Plan, with the first letter
capitalized, they shall have the meanings specified below.



          “Account” shall mean the recordkeeping account set up for each Participant to keep
track of amounts to his or her credit.



          “Administrative Committee” means the committee in charge of Plan administration, as
described in Article VI.



          “Affiliated Companies” shall mean the Company and any entity affiliated with the
Company under Code sections 414(b) or (c).



          “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a
trustee, personal representative or other fiduciary, last designated in writing by a Participant in
accordance with procedures established by the Administrative Committee to receive the benefits
specified hereunder in the event of the Participant’s death.



          (a) No Beneficiary designation shall become effective until it is filed with the
Administrative Committee.



          (b) Any designation shall be revocable at any time through a written instrument filed by
the Participant with the Administrative Committee with or without the consent of the previous
Beneficiary.



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               No designation of a Beneficiary other than the Participant’s spouse shall be valid unless
consented to in writing by such spouse. If there is no such designation or if there is no surviving
designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there
is no surviving spouse to receive any benefits payable in accordance with the preceding sentence,
the duly appointed and currently acting personal representative of the Participant’s estate (which
shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In
any case where there is no such personal representative of the Participant’s estate duly appointed
and acting in that capacity within 90 days after the Participant’s death (or such extended period
as the Administrative Committee determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after the Participant’s death), then
Beneficiary shall mean the person or persons who can verify by affidavit or court order to the
satisfaction of the Administrative Committee that they are legally entitled to receive the benefits
specified hereunder. Any payment made pursuant to such determination shall constitute a full
release and discharge of the Plan, the Administrative Committee and the Company. A Participant will
automatically revoke a designation of a spouse as primary beneficiary upon the dissolution of their
marriage.



          (c) In the event any amount is payable under the Plan to a minor, payment shall not be
made to the minor, but instead be paid (1) to that person’s living parent(s) to act as custodian,
(2) if that person’s parents are then divorced, and one parent is the sole custodial parent, to
such custodial parent, or (3) if no parent of that person is then living, to a custodian selected
by the Administrative Committee to hold the funds for the minor under the Uniform Transfers or
Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is
living and the Administrative Committee decides not to select another custodian to hold the funds
for the minor, then payment shall be made to the duly appointed and currently acting guardian of
the estate for the minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable, payment shall be
deposited with the court having jurisdiction over the estate of the minor. Any payment made
pursuant to such determination shall constitute a full release and discharge of the Plan, the
Administrative Committee and the Company.



          (d) Payment by the Affiliated Companies pursuant to any unrevoked Beneficiary designation,
or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall
terminate any and all liability of the Affiliated Companies.



          “Board” shall mean the Board of Directors of the Company.



          “Code” shall mean the Internal Revenue Code of 1986, as amended.



          “Committees” shall mean the Committees appointed as provided in Article VI.



          “Company” shall mean Huntington Ingalls Industries, Inc. and any successor.



          “Company Contributions” shall mean credits to a Participant’s Account, as described in
Section 3.2.



          “Compensation” shall be “compensation” as defined by Section 5.01 of the HIISP.



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          “Eligible Employee” shall mean any Employee who meets the following conditions:



          (a) he or she is an elected or appointed officer of an Affiliated Company other than
Vinnell Corporation, Component Technologies or Premier America Credit Union;



          (b) he or she is not eligible to accrue benefits under a Company-sponsored qualified
defined benefit pension plan;



          (c) he or she is not eligible to actively accrue benefits under Appendix F (“CPC SERP”),
Appendix G (“OSERP”), or Appendix I (“OSERP II”) of the Huntington Ingalls Industries Supplemental
Plan 2; and



          (d) he or she is not otherwise designated as being ineligible to participate in the Plan.



          “Employee” shall mean any common law employee of the Affiliated Companies who is
classified as an employee by the Affiliated Companies.



          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.



          “HIISP” means the Huntington Ingalls Industries Savings Plan.



          “Investment Committee” means the committee in charge of investment aspects of the
Plan, as described in Article VI.



          “Key Employee” means an employee treated as a “specified employee” under Code section
409A(a)(2)(B)(i) of the Company or the Affiliated Companies (i.e., a key employee (as defined in
Code section 416(i) without regard to paragraph (5) thereof)) if the Company’s or an Affiliated
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.



          “Participant” shall mean any Eligible Employee who participates in this Plan in
accordance with Article II.



          “Plan” shall be the Huntington Ingalls Industries Officers Retirement Account
Contribution Plan.



          “Separation from Service” means a “separation from service” within the meaning of Code
section 409A.



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ARTICLE II




PARTICIPATION





	 	2.1	 	In General





          (a) An Employee shall automatically become a Participant and eligible for Company
Contributions as of the date the Employee becomes an Eligible Employee.



          (b) An individual will cease to be a Participant when he or she no longer has a positive
balance in his or her Account.




	 	2.2	 	Disputes as to Employment Status





          (a) Because there may be disputes about an individual’s proper status as an Employee or
non-Employee, this Section describes how such disputes are to be handled with respect to Plan
participation.



          (b) The Affiliated Companies will make the initial determination of an individual’s
employment status.



               (1) If an individual is not treated by the Affiliated Companies as a common law employee,
then the Plan will not consider the individual to be an “Eligible Employee” and he or she will not
be entitled to participate in the Plan.



               (2) This will be so even if the individual is told he or she is entitled to participate in
the Plan and given a summary of the plan or other actions are taken indicating that he or she may
participate.



          (c) Disputes may arise as to an individual’s employment status. As part of the resolution
of the dispute, an individual’s status may be changed by the Affiliated Companies from non-Employee
to Employee. Such Employees are not Eligible Employees and will not be entitled to participate in
the Plan.



ARTICLE III




CREDITS TO ACCOUNTS




	 	3.1	 	Accounts





          The Administrative Committee shall establish and maintain a recordkeeping Account for each
Participant under the Plan.




	 	3.2	 	Company Contribution Credits





          If a Participant qualifies as an Eligible Employee during a payroll period, the Participant’s
Account shall be credited with a Company Contribution as soon as practicable after



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the end of the payroll period. The Company Contribution for a payroll period shall equal 4% of
the Participant’s Compensation for the payroll period.





	 	3.3	 	Earnings Credits





          A Participant’s Account will be periodically credited with earnings, gains and losses as if
the Account was invested in the same investment options as the Participant’s RAC Subaccount in the
Huntington Ingalls Industries Savings Excess Plan. If a Participant does not have such a RAC
Subaccount, his Account will be credited with earnings, gains and losses as if the Account was
invested in the qualified default investment alternative (“QDIA”) that applies to the Participant
under the HIISP.




	 	3.4	 	Valuation of Accounts





          (a) The valuation of Participants’ Accounts will reflect earnings, losses, expenses and
distributions, and will be made in accordance with the rules and procedures of the Administrative
Committee.



          (b) The Administrative Committee may set regular valuation dates and times and also use
special valuation dates and times and procedures from time to time under unusual circumstances and
to protect the financial integrity of the Plan.



          (c) The Administrative Committee may use averaging methods to determine values and accrue
estimated expenses.



          (d) The Administrative Committee may change its valuation rules and procedures from time
to time and without prior notice to Participants.




	 	3.5	 	Use of a Trust





          The Company may set up a trust to hold any assets or insurance policies that it may use in
meeting its obligations under the Plan. Any trust set up will be a rabbi trust and any assets
placed in the trust shall continue for all purposes to be part of the general assets of the Company
and shall be available to its general creditors in the event of the Company’s bankruptcy or
insolvency.




	 	3.6	 	Investment Return Not Guaranteed





          Investment performance under the Plan is not guaranteed at any level. Participants may lose
all or a portion of the Company Contributions credited to their Accounts due to poor investment
performance.



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ARTICLE IV




VESTING AND FORFEITURES




	 	4.1	 	In General





          A Participant shall become vested in his Account balance upon completing three years of
service. For this purpose, years of service shall be calculated in the same manner as for purposes
of determining vesting in Retirement Account Contributions under the HIISP (including the treatment
of a break in service).




	 	4.2	 	Exceptions





          The following exceptions apply to the vesting rule:



          (a) Forfeitures on account of a lost payee. See Section 5.5.



          (b) Forfeitures under an escheat law.



          (c) Recapture of amounts improperly credited to a Participant’s Account or improperly paid
to or with respect to a Participant.



          (d) Expenses charged to a Participant’s Account.



          (e) Investment losses.



ARTICLE V




DISTRIBUTIONS




	 	5.1	 	Normal Distribution Rules





          The vested balance in a Participant’s Account shall be distributed in a lump sum upon a
Participant’s Separation from Service. Notwithstanding the foregoing, distribution will not be made
to a Key Employee upon a Separation from Service until the date which is six months after the date
of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key
Employee).




	 	5.2	 	Effect of Taxation





          If Plan benefits are includible in the income of a Participant under Code section 409A prior
to actual receipt of the benefits, the Administrative Committee shall immediately distribute the
benefits found to be so includible to the Participant.



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	 	5.3	 	Permitted Delays





          Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed
upon the Administrative Committee’s reasonable anticipation of one or more of the following events:



          (a) The Company’s deduction with respect to such payment would be eliminated by
application of Code section 162(m); or



          (b) The making of the payment would violate Federal securities laws or other applicable
law;



          (c) provided, that any payment delayed pursuant to this Section 5.3 shall be paid in
accordance with Code section 409A.




	 	5.4	 	Payments Not Received At Death





          In the event of the death of a Participant before receiving a payment, payment will be made to
his or her estate if death occurs on or after the date of a check that has been issued by the
Company. Otherwise, payment of the amount will be made to the Participant’s Beneficiary.




	 	5.5	 	Inability to Locate Participant





          In the event that the Administrative Committee is unable to locate a Participant or
Beneficiary within two years following the required payment date, the amount allocated to the
Participant’s Account shall be forfeited.




	 	5.6	 	Committee Rules





          All distributions are subject to the rules and procedures of the Administrative Committee. The
Administrative Committee may also require the use of particular forms. The Administrative Committee
may change its rules, procedures and forms from time to time and without prior notice to
Participants.



ARTICLE VI




ADMINISTRATION




	 	6.1	 	Committees





          (a) The Administrative Committee shall be appointed by the Company.



          (b) An Investment Committee (referred to together with the Administrative Committee as,
the “Committees”), comprised of one or more persons, shall be appointed by and serve at the
pleasure of the Board (or its delegate). The number of members comprising the Investment Committee
shall be determined by the Board, which may from time to time vary the number of members. A member
of the Investment Committee may resign by delivering a written



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notice of resignation to the Board. The Board may remove any member by delivering a certified
copy of its resolution of removal to such member. Vacancies in the membership of the Investment
Committee shall be filled promptly by the Board.





	 	6.2	 	Committee Action





          Each Committee shall act at meetings by affirmative vote of a majority of the members of that
Committee. Any determination of action of a Committee may be made or taken by a majority of a
quorum present at any meeting thereof, or without a meeting, by resolution or written memorandum
signed by a majority of the members of the Committee then in office. A member of a Committee shall
not vote or act upon any matter which relates solely to himself or herself as a Participant. The
Chairman or any other member or members of each Committee designated by the Chairman may execute
any certificate or other written direction on behalf of the Committee of which he or she is a
member.



          The Company shall appoint a Chairman from among the members of the Administrative Committee
and a Secretary who may or may not be a member of the Administrative Committee. The Administrative
Committee shall conduct its business according to the provisions of this Article and the rules
contained in the current edition of Robert’s Rules of Order or such other rules of order the
Administrative Committee may deem appropriate. The Administrative Committee shall hold meetings
from time to time in any convenient location.




	 	6.3	 	Powers and Duties of the Administrative Committee





          The Administrative Committee shall enforce the Plan in accordance with its terms, shall be
charged with the general administration of the Plan, and shall have all powers necessary to
accomplish its purposes, including, but not by way of limitation, the following:



          (a) To construe and interpret the terms and provisions of this Plan and make all factual
determinations;



          (b) To compute and certify to the amount and kind of benefits payable to Participants and
their Beneficiaries;



          (c) To maintain all records that may be necessary for the administration of the Plan;



          (d) To provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries or governmental agencies as shall be required
by law;



          (e) To make and publish such rules for the regulation of the Plan and procedures for the
administration of the Plan as are not inconsistent with the terms hereof;



          (f) To appoint a Plan administrator or any other agent, and to delegate to them such
powers and duties in connection with the administration of the Plan as the Administrative Committee
may from time to time prescribe (including the power to subdelegate);



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          (g) To exercise powers granted the Administrative Committee under other Sections of the
Plan; and



          (h) To take all actions necessary for the administration of the Plan, including
determining whether to hold or discontinue insurance policies purchased in connection with the
Plan.




	 	6.4	 	Powers and Duties of the Investment Committee





          The Investment Committee shall have all powers necessary to accomplish its purposes,
including, but not by way of limitation, the following:



          (a) To oversee any rabbi trust; and



          (b) To appoint agents, and to delegate to them such powers and duties in connection with
its duties as the Investment Committee may from time to time prescribe (including the power to
subdelegate).




	 	6.5	 	Construction and Interpretation





          The Administrative Committee shall have full discretion to construe and interpret the terms
and provisions of this Plan, to make factual determinations and to remedy possible inconsistencies
and omissions. The Administrative Committee’s interpretations, constructions and remedies shall be
final and binding on all parties, including but not limited to the Affiliated Companies and any
Participant or Beneficiary. The Administrative Committee shall administer such terms and provisions
in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.




	 	6.6	 	Information





          To enable the Committees to perform their functions, the Affiliated Companies adopting the
Plan shall supply full and timely information to the Committees on all matters relating to the
compensation of all Participants, their death or other events that cause termination of their
participation in this Plan, and such other pertinent facts as the Committees may require.




	 	6.7	 	Committee Compensation, Expenses and Indemnity





          (a) The members of the Committees shall serve without compensation for their services
hereunder.



          (b) The Committees are authorized to employ such accounting, consultants or legal counsel
as they may deem advisable to assist in the performance of their duties hereunder.



          (c) To the extent permitted by ERISA and applicable state law, the Company shall indemnify
and hold harmless the Committees and each member thereof, the Board and any delegate of the
Committees who is an employee of the Affiliated Companies against any and all expenses, liabilities
and claims, including legal fees to defend against such liabilities and claims arising out of their
discharge in good faith of responsibilities under or incident to the Plan, other



9









 




than expenses and liabilities arising out of willful misconduct. This indemnity shall not
preclude such further indemnities as may be available under insurance purchased by the Company or
provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted
under ERISA and state law.





	 	6.8	 	Claims





          The Company’s standardized “Huntington Ingalls Industries Nonqualified Retirement Plans Claims
and Appeals Procedures” shall apply in handling claims and appeals under this Plan.



ARTICLE VII




MISCELLANEOUS




	 	7.1	 	Unsecured General Creditor





          Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, claims, or interest in any specific property or assets of the Affiliated
Companies. No assets of the Affiliated Companies shall be held in any way as collateral security
for the fulfilling of the obligations of the Affiliated Companies under this Plan. Any and all of
the Affiliated Companies’ assets shall be, and remain, the general unpledged, unrestricted assets
of the Affiliated Companies. The obligation under the Plan of the Affiliated Companies adopting the
Plan shall be merely that of an unfunded and unsecured promise of those Affiliated Companies to pay
money in the future, and the rights of the Participants and Beneficiaries shall be no greater than
those of unsecured general creditors. It is the intention of the Affiliated Companies that this
Plan be unfunded for purposes of the Code and for purposes of Title I of ERISA.




	 	7.2	 	Restriction Against Assignment





          (a) The Company shall pay all amounts payable hereunder only to the person or persons
designated by the Plan and not to any other person or corporation. No part of a Participant’s
Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution
by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any
such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or
assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary
or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan,
voluntarily or involuntarily, the Administrative Committee, in its discretion, may cancel such
distribution or payment (or any part thereof) to or for the benefit of such Participant,
Beneficiary or successor in interest in such manner as the Administrative Committee shall direct.



          (b) The actions considered exceptions to the vesting rule under Section 4.2 will not be
treated as violations of this Section.



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          (c) Notwithstanding the foregoing, all or a portion of a Participant’s vested Account
balance may be paid to another person as specified in a domestic relations order that the
Administrative Committee determines is qualified (a “Qualified Domestic Relations Order”). For
this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including
the approval of a settlement agreement) which is:



               (1) issued pursuant to a State’s domestic relations law;



               (2) relates to the provision of child support, alimony payments or marital property rights
to a spouse, former spouse, child or other dependent of the Participant;



               (3) creates or recognizes the right of a spouse, former spouse, child or other dependent
of the Participant to receive all or a portion of the Participant’s benefits under the Plan; and



               (4) meets such other requirements established by the Administrative Committee.



               The Administrative Committee shall determine whether any document received by it is a
Qualified Domestic Relations Order. In making this determination, the Administrative Committee may
consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA
section 206(d), and such other rules and procedures as it deems relevant.




	 	7.3	 	Restriction Against Double Payment





          If a court orders an assignment of benefits despite Section 7.2, the affected Participant’s
benefits will be reduced accordingly. The Administrative Committee may use any reasonable actuarial
assumptions to accomplish the offset under this Section.




	 	7.4	 	Withholding





          There shall be deducted from each payment made under the Plan or any other compensation
payable to the Participant (or Beneficiary) all taxes, which are required to be withheld by the
Affiliated Companies in respect to such payment or this Plan. The Affiliated Companies shall have
the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the
amount of said taxes.




	 	7.5	 	Amendment, Modification, Suspension or Termination





          The Company may, in its sole discretion, terminate, suspend or amend this Plan at any time or
from time to time, in whole or in part for any reason. Notwithstanding the foregoing, no amendment
or termination of the Plan shall reduce the amount of a Participant’s Account balance as of the
date of such amendment or termination. Upon termination of the Plan, distribution of balances in
Accounts shall be made to Participants and Beneficiaries in the manner and at the time described in
Article V, unless the Company determines in its sole discretion that all such amounts shall be
distributed upon termination in accordance with the requirements under Code section 409A.



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	 	7.6	 	Governing Law





          To the extent not preempted by ERISA, this Plan shall be construed, governed and administered
in accordance with the laws of Delaware.




	 	7.7	 	Receipt and Release





          Any payment to a payee in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Plan, the Committees and the Affiliated
Companies. The Administrative Committee may require such payee, as a condition precedent to such
payment, to execute a receipt and release to such effect.




	 	7.8	 	Payments on Behalf of Persons Under Incapacity





          In the event that any amount becomes payable under the Plan to a person who, in the sole
judgment of the Administrative Committee, is considered by reason of physical or mental condition
to be unable to give a valid receipt therefore, the Administrative Committee may direct that such
payment be made to any person found by the Committee, in its sole judgment, to have assumed the
care of such person. Any payment made pursuant to such determination shall constitute a full
release and discharge of the Administrative Committee and the Company.




	 	7.9	 	Limitation of Rights and Employment Relationship





          Neither the establishment of the Plan, any trust nor any modification thereof, nor the
creating of any fund or account, nor the payment of any benefits shall be construed as giving to
any Participant, or Beneficiary or other person any legal or equitable right against the Affiliated
Companies or any trustee except as provided in the Plan and any trust agreement; and in no event
shall the terms of employment of any Employee or Participant be modified or in any way be affected
by the provisions of the Plan and any trust agreement.




	 	7.10	 	Headings





          Headings and subheadings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof.



* * *







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          IN WITNESS WHEREOF, this Plan is hereby executed by a duly authorized officer on this ______
day of ______, 2011.



	 	 	 	 	 
	 	HUNTINGTON INGALLS INDUSTRIES, INC.

 	 
	 	By:  	
 	 



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APPENDIX A




NORTHROP GRUMMAN SPIN-OFF




	1.	 	Background. The Company was a subsidiary of Northrop Grumman Corporation (“NGC”)
prior to the Distribution Date. On the Distribution Date, pursuant to an agreement between
the Company and NGC, the liabilities for certain participants’ benefits under the Northrop
Grumman Officers Retirement Account Contribution Plan (the “NGC Plan”) were transferred to the
Company and to this Plan. The Participants whose benefits were transferred to this Plan on
the Distribution Date are referred to below as “NGC Participants.” The rules in this Appendix
shall apply to NGC Participants and certain other Plan terms notwithstanding any Plan
provisions to the contrary.
	 
	2.	 	Plan Benefits. NGC Participants who qualified as eligible employees under the
NGC Plan on the Distribution Date shall be eligible employees under this Plan on such date.
All service and compensation that was taken into account for purposes of determining the
amount of a NGC Participant’s benefit or his vested right to a benefit under the NGC Plan as
of the Distribution Date shall be taken into account for the same purposes under this Plan.
	 
	3.	 	Distributions. The terms of this Plan shall govern the distribution of all
benefits payable to a NGC Participant or any other person with a right to receive such
benefits, including amounts accrued under the NGC Plan and then transferred to this Plan.
	 
	4.	 	Termination and Key Employees. For avoidance of doubt, no NGC Participant shall
be treated as incurring a separation from service, termination of employment, retirement, or
similar event for purposes of determining the right to a distribution (for amounts subject to
Code section 409A or otherwise), vesting, benefits, or any other purpose under the Plan as a
result of NGC’s distribution of Company shares to NGC’s shareholders. Also, the Company’s Key
Employees shall be determined in accordance with the special rules for spin-offs under Treas.
Reg. §1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such
regulation.
	 
	5.	 	Participant Elections. All elections made by NGC Participants under the NGC
Plan, including any beneficiary designations, shall apply to the same effect under this Plan
as if made under the terms of this Plan.
	 
	6.	 	References to Plan. All references in this Plan to the “Plan” as in effect before
the effective date of the Plan shall be read as references to the NGC Plan.
	 
	7.	 	Right to Benefits. With respect to any recordkeeping account established to
determine a benefit provided or due under the NGC Plan at any time, no benefit will be due
under the Plan except with respect to the portion of such recordkeeping account reflecting the
liability transferred from the NGC Plan to the Plan on the Distribution Date.
Additionally, on and after the Distribution Date, NGC and the NGC Plan, and any




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	 	 	successors thereto shall have no further obligation or liability to any NGC Participant with respect to
any benefit, amount, or right due under the NGC Plan.






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