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Northrop Grumman Systems Corp – ‘10-K’ for 12/31/95 – EX-10

As of:  Thursday, 2/22/96   ·   For:  12/31/95   ·   Accession #:  72945-96-4   ·   File #:  1-03229

Previous ‘10-K’:  ‘10-K’ on 3/21/95 for 12/31/94   ·   Next:  ‘10-K’ on 2/25/97 for 12/31/96   ·   Latest:  ‘10-K/A’ on 3/8/01 for 12/31/00

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  As Of                Filer                Filing    For·On·As Docs:Size

 2/22/96  Northrop Grumman Systems Corp     10-K       12/31/95   14:579K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         53±   241K 
 2: EX-10       Material Contract                                     24±    70K 
 3: EX-10       Material Contract                                     82±   282K 
 4: EX-10       Material Contract                                     16±    55K 
 5: EX-10       Material Contract                                     40±   129K 
 6: EX-10       Material Contract                                      1      5K 
 7: EX-10       Material Contract                                     37±   128K 
 8: EX-10       Material Contract                                     19±    73K 
 9: EX-10       Material Contract                                     16±    39K 
10: EX-10       Material Contract                                      6±    24K 
11: EX-10       Material Contract                                      6±    22K 
12: EX-21       Subsidiaries of the Registrant                         1      6K 
13: EX-24       Power of Attorney                                      2±    12K 
14: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 


EX-10   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Employer
"Elimination Period


Exhibit 10(k) Form G.2130-S DOCPRINT: PORT MET a:I651p.doc!090002 document format!080022 tab setting!090004 fixed 1 !090005 fixed Employer: Northrop Corporation 090008Group Policy No.: 91360-G 090010Date of Issue: July 1, 1995 &090018 Type of Coverage: Long Term Disability 090012 In return for the payment of the premiums when they fall due 090014 fixed Metropolitan Life Insurance Company (Herein Called Metropolitan) 090016 fixed will pay the insurance and other benefits which are described in the Exhibits, subject to the terms and provisions of this Policy. The Schedule of Exhibits sets forth each Exhibit which is to be attached to and made a part of this Policy and to whom each such Exhibit applies. !090020 fixed 3 Christine N. Markussen T. Athanassiades Vice-President and Secretary President and Chief Operating Officer 090021 Premiums Are To Be Paid On A Monthly Basis 090024 fixed The Dividend, If Any, Is To Be Determined Each Year. !090050 Leading Adjustment, Page Numbering "i", Margins, Tab Setting TABLE OF CONTENTS Page Section 1. DEFINITIONS 1 Section 2. ELIGIBILITY AND EFFECTIVE DATES OF INSURANCE 1 Section 3. CONTRIBUTIONS 1 Section 4. CESSATION OF INSURANCE 1 Section 5. SCHEDULE OF INSURANCE 1 Section 6. PREMIUM RATES 2 INITIAL RATES 2 COMPUTATION OF PREMIUM 2 PREMIUM ADJUSTMENTS 2 CHANGES IN RATES 2 Section 7. PREMIUM DUE DATES 2 Section 8. PAYMENT OF PREMIUMS 2 Section 9. GRACE PERIOD 3 Section 10. CERTIFICATES 3 Section 11. ASSIGNMENT 3 Section 12. RECORDS TO BE MAINTAINED 3 Section 13. INFORMATION TO BE FURNISHED 4 Section 14. ENTIRE CONTRACT 4 Section 15. INCONTESTABILITY; STATEMENTS 4 Section 16. MISSTATEMENT OF AGE 4 Section 17. CHANGES IN THE POLICY 5 Section 18. PARTICIPATION 5 Section 19. DIVIDENDS 5 Section 20. DISCONTINUANCE OF THE POLICY 5 Section 21. ADDITIONAL PROVISIONS 6 SCHEDULE OF PREMIUMS 7 SCHEDULE OF EXHIBITS 8 2. DEFINITIONS 090118The term "Employee" means any person defined as such in an Exhibit listed in the Schedule of Exhibits. 090122The term "Personal Insurance" means insurance on account of an Employee. 090126The term "Personal Insurance Eligibility Date" means the date an Employee is eligible for Personal Insurance. 090130The term "Premium Due Date" means the first day of each month after the Date of Issue. 090132The term "Policy Period" means a period beginning with any July 1st and ending with the next June 30th. 090136 The term "Non-Contributory Insurance" means insurance for which the Employee does not have to pay the cost. !090139 3. ELIGIBILITY AND EFFECTIVE DATES OF INSURANCE 090140The provisions regarding eligibility and effective dates of insurance with respect to any Employee are set forth in the Exhibit which applies to such Employee. !090143 fixed Section 3. CONTRIBUTIONS 090148The Employer does not require Employees to contribute to the cost of the Non-Contributory insurance. !090160 fixed Section 3. CESSATION OF INSURANCE An Employee's insurance will cease as set forth in the Exhibit which applies to the Employee. The insurance on all Employees will cease on the date this Policy is discontinued. !090164 4. SCHEDULE OF INSURANCE 090166The amounts of insurance which are in force on account of an Employee will be as set forth in the Exhibit which applies to such Employee. !090182 fixed Section 4. PREMIUM RATES INITIAL RATES The initial premium rates are set forth in the Schedule of Premiums. COMPUTATION OF PREMIUM The premium is the sum of the premiums for the total amounts of all of the types of insurance then in force, subject to premium adjustments, if any. Such premium is determined on the basis of the premium rates which are then in effect. In the computation of the premium which is due on any Premium Due Date, Metropolitan may use any equitable method which is agreeable to both the Employer and Metropolitan. PREMIUM ADJUSTMENTS A premium adjustment which involves a credit to the Employer will be limited to the period of twelve months before the date of the receipt by Metropolitan of evidence that such an adjustment should be made. CHANGES IN RATES 090200Metropolitan may change any or all of the premium rates if there is a change in the terms of this Policy. Metropolitan may also change any or all of the premium rates on any Premium Due Date, provided Metropolitan has given the Employer written notice of such change thirty-one days prior to the date such change is to become effective. !090244 fixed Section 4. PREMIUM DUE DATES The initial premium is due on the Date of Issue. All other premiums will be due on each Premium Due Date. 090248The premium payment must be paid on a monthly basis unless the Employer requests in writing a change in the mode of premium payments to an annual, semi-annual or quarterly basis. Any change in the mode of premium payments must be approved by Metropolitan. !090250 fixed Section 4. PAYMENT OF PREMIUMS All premiums which fall due, with the adjustments, if any, will be payable by the Employer on or before their respective due dates. All such premiums are to be paid at the Home Office of Metropolitan (or at such office as Metropolitan may designate for that purpose) or to an authorized representative of Metropolitan. The payment of a premium will not maintain the insurance in force beyond the day before the date the next premium is due, except as set forth in Section 9. !090254 5. GRACE PERIOD 090256A grace period of thirty-one days will be granted by Metropolitan for the payment of any premium which falls due after the Date of Issue. During the grace period this Policy will continue to be in force. 090264If the Employer fails to pay the premium within the grace period, Metropolitan will discontinue this Policy on the last day of the grace period. However, if notice in writing is given by the Employer to Metropolitan prior to the end of the grace period that this Policy is to be discontinued before the end of the grace period, this Policy shall be discontinued on the later of (a) the date of receipt of such notice by Metropolitan or (b) the date specified in the notice for such discontinuance. In any case, the Employer will be liable to Metropolitan for the payment of the pro-rata premium which accrues for the period the Policy is in force. !090270 fixed Section 5. CERTIFICATES Metropolitan will furnish certificates to the Employer for delivery to each Employee who is insured. The certificate will state the insurance protection to which the Employee is entitled and to whom the benefits will be paid. The certificate will set forth the provisions of this Policy which mainly affect the Employee. The word "certificate" includes riders and supplements to the certificate, if any. !090274 conditional end of page 6. ASSIGNMENT 090278An Employee's certificate may not be assigned. The Employee's insurance and benefits may not be assigned prior to a loss. !090292 fixed Section 6. RECORDS TO BE MAINTAINED Records which relate to the insurance under this Policy will be maintained. Such records will include the following: a. The names and ages of all Employees who are insured. b. The amounts of insurance in force on each Employee. c. The effective date of each Employee's insurance. d. The effective date of any change in an amount of an Employee's insurance. Such records will be maintained by Metropolitan; the records may, with the consent of Metropolitan, be maintained by the Employer. !090300 fixed Section 6. INFORMATION TO BE FURNISHED The Employer and the Employees will furnish to Metropolitan all of the information which Metropolitan may reasonably require with regard to the matters which relate to the insurance. The Employer will allow Metropolitan to inspect all documents, books and records of the Employer which relate to the insurance or to the premiums. !090310 fixed Section 6. ENTIRE CONTRACT This Policy and the application of the Employer constitute the entire contract between the parties. A copy of the application is attached to this Policy. Section 7. INCONTESTABILITY; STATEMENTS 090316Any statement made by the Employer or by an Employee will be deemed a representation and not a warranty. No such statement will avoid the insurance or reduce the benefits under this Policy or be used in defense to a claim under this Policy unless it is contained in a written application. No such statement of the Employer will be used at all after the Policy has been in force for two years from its Date of Issue. No such statement made by an Employee which relates to insurability will be used in contesting the validity of the insurance with respect to which such statement was made or to reduce the benefits unless the conditions listed in items (a) and (b) below have been met. a . The statement must be contained in a written application which has been signed by the Employee. b . A copy of the application has been furnished to the Employee or to the Employee's beneficiary. No such statement of the Employee will be used at all after such insurance has been in force prior to the contest for a period of two years during the lifetime of the person to whom the statement applies. !090326 fixed Section 6. MISSTATEMENT OF AGE In the case of the misstatement of the age of an Employee, an adjustment of the premium will be made, if appropriate. 090330If an amount of insurance is based on the age of the Employee, such amount will be adjusted to the amount to which such Employee would have been entitled at the Employee's correct age. The adjustment of the premium will be based on the adjusted amount of the Employee's insurance. !090332 fixed Section 6. CHANGES IN THE POLICY No change in this Policy will be valid unless it is approved by an authorized officer of Metropolitan. Each such change must be evidenced by an amendment signed by both the Employer and by Metropolitan or by an endorsement signed by Metropolitan. No agent may make a change in this Policy or waive any of its provisions. !090338 fixed Section 6. PARTICIPATION This Policy is a participating contract. Section 7. DIVIDENDS Each year Metropolitan will determine the dividend, if any, to which this Policy may be entitled. Such determination will be within the sole discretion of Metropolitan's Board of Directors. 090345However, in view of the manner in which Metropolitan has determined premium rates, Metropolitan does not anticipate that this Policy will be entitled to any dividend. 090348All such dividends may be paid in cash to the Employer. Upon the request of the Employer, in writing, a dividend will be applied to the payment of the premiums. The Employer may apply a dividend to reduce the Employer's cost of this Policy. 090354In any case, if the Employees' total contributions to the cost of the insurance are in excess of the net cost of the insurance, the Employer must distribute or apply the amount of such excess for the sole benefit of the Employees. !090356 7. DISCONTINUANCE OF THE POLICY 090364Metropolitan will have the right to discontinue this Policy if less than 100% of the eligible Employees are insured for Non-Contributory Insurance. 090370E Metropolitan will also have such right if less than 10 Employees are insured. Such right may be exercised by Metropolitan only on the last day of the first Policy Period or on the day before any Premium Due Date which occurs after the last day of the first Policy Period. Notice, in writing, that this Policy is to be discontinued must be given to the Employer by Metropolitan. The notice must be given at least thirty-one days prior to the date this Policy is to be discontinued. !090382 8. ADDITIONAL PROVISIONS 090384This Policy is not in lieu of and does not affect any requirement for coverage by workers' compensation insurance. 090404E MISSTATEMENT OR CLERICAL ERROR If relevant facts about an Employee were not accurate: a . a fair adjustment of premium will be made; and b . the true facts will decide whether and in what amount insurance is valid under this Policy. A clerical error will not void insurance which should be in force. Nor will it continue insurance which should have ended. When an error is found, Metropolitan will make a fair adjustment in the premium. APPLICABLE TO EMPLOYEES COVERED UNDER A PRIOR PLAN WHICH THIS PLAN REPLACES It is agreed that as to an Employee insured on the day prior to the Date of Issue of this Policy under the Employer's prior Group Insurance Plan for any insurance coverage that for the purpose of determining effective dates of such insurance under this Policy the Employee will be deemed to be actively at work on the Date of Issue of this Policy. !090415 SCHEDULE OF PREMIUMS The initial monthly premium rates for the insurance specified below are as follows: 090437E Long Term Disability Benefits: - Total Insured Payroll. Plan IIA - $124.13 per Employee per month Plan IIB - $99.30 per Employee per month Plan IIC - $45.66 per Employee per month 090440E Total Insured Payroll means the sum of each Employee's Basic Monthly Earnings up to a maximum of: Plan IIA $16,667 per Employee Plan IIB $13,333 per Employee Plan IIC $10,000 per Employee !090455 SCHEDULE OF EXHIBITS 090459E Exhibit No. Form Applicable To 1 G.23000 Series with any All numerical and alphabetical Presidents, suffix as shown in the Group Vice Exhibit President, Senior Chief & Chairman of the Board (Key 2 G.23000 Series with any Officers/Execu numerical and alphabetical tive Class I) suffix as shown in the Exhibit All Corporate Officers (Executive 3 G.23000 Series with any Classes 2 & 3) numerical and alphabetical suffix as shown in the Exhibit All Executives earning more than $96,000 annually !090462 NOTICES TO THE HOLDER OF THIS POLICY VOTING PRIVILEGE. An election of Directors is held in New York, New York, on the second Tuesday of April in each year. If this Policy has been in force for at least one year and while it remains in force, the holder of this Policy will have a right to vote. For the details as to how to vote, apply to the Secretary at the Home Office. NOMINATIONS. The New York Insurance Law requires the Board of Directors to nominate candidates described as the "Administration Ticket". Other nominations may be made by groups of policyholders. All such nominations must be made not less than five months prior to the election. METROPOLITAN LIFE INSURANCE COMPANY HOME OFFICE One Madison Avenue New York, New York 10010 090476E Countersigned _______________________________________ Date By _________________________________________________ Licensed Agent Employer: Northrop Corporation Long Term Disability 91360-G !000001 end of document DOCPRINT: LAND MET QMS 1725 Print System!080008 a1pb format!080018 tab setting!080010E E YOUR EMPLOYEE BENEFIT PLAN NORTHROP CORPORATION Plan IIA !080005 hardpage !000002 Northrop Corporation 1800 Century Park East Los Angeles, California 90067 TO OUR EMPLOYEES: All of us appreciate the protection and security insurance provides. This certificate describes the benefits that are available to you. We urge you to read it carefully. Benefits are provided through a group policy issued to Northrop Corporation by Metropolitan Life Insurance Company. Northrop Corporation !003326 fixed !002150 fixed Certifies that, under and subject to the terms and conditions of the Group Policy issued to the Employer, coverage is provided for each Employee as defined herein. The date when an Employee is eligible for coverage is set forth in the form with the title Eligibility for Benefits. The date when an Employee's Personal Benefits become effective is set forth in the form with the title Effective Dates of Personal Benefits. !012096 fixed The amounts of coverage are determined by the form with the title Schedule of Benefits. !000102 METROPOLITAN LIFE INSURANCE COMPANY, !003328 conditional end of page, advance up T. Athanassiades President and Chief Operating Officer 002180 Employer: Northrop Corporation Group Policy No.: 91360-G !002190 fixed Form G.23000-Cert.-1 !080016 TABLE OF CONTENTS Section Page SCHEDULE OF BENEFITS (Also see SCHEDULE SUPPLEMENT) 1 SCHEDULE SUPPLEMENT 3 DEFINITIONS OF CERTAIN TERMS USED HEREIN 4 ELIGIBILITY FOR BENEFITS 5 EFFECTIVE DATES OF PERSONAL BENEFITS 6 LONG TERM DISABILITY BENEFITS 6 CLAIM PROCEDURE FOR LONG TERM DISABILITY BENEFITS 15 WHEN BENEFITS END 16 CONDITIONS UNDER WHICH YOUR ACTIVE WORK IS DEEMED TO CONTINUE 17 NOTICES 18 EARLY INTERVENTION PROGRAM FOR LONG TERM DISABILITY BENEFITS 19 ERISA INFORMATION 22 !080005 hardpage !002254 page numbering 1!002255 SCHEDULE OF BENEFITS (Also see SCHEDULE SUPPLEMENT) !080020 tab setting 002262 BENEFITS (EMPLOYEE ONLY) 060000E LONG TERM DISABILITY Elimination Period 6 months !060004 Monthly Benefit: 060008The Monthly Benefit is the least of: 1 .The Maximum Monthly Benefit shown below minus Other Income Benefits; or 2 .60% of Basic Monthly Earnings minus Other Income Benefits. Maximum Monthly Benefit $10,000 3 .60% of Basic Monthly Earnings minus Other Income Benefits. 060018Other Income Benefits are described in Section C of LONG TERM DISABILITY BENEFITS. 060019 When you work while Disabled, you will receive the sum of the following amounts: 9. Your Monthly Benefit; 10. The amount of your earnings for working while Disabled; 11. The amount of Child Care Expense Benefit for which you are eligible. 060023 However, after the first 24 months of Monthly Benefit payments if you are performing any gainful work or service while Disabled, the Monthly Benefit will be reduced by 50% of any compensation earned. Any evidence needed to verify your earnings must be given to us when requested. 060025E During any period of Disability, the total of Monthly Benefit plus income earned while Disabled plus Child Care Expense Benefit cannot exceed 100% of your Indexed Basic Monthly Earnings. 060027E REHABILITATION INCENTIVE While Disabled, when you participate in a rehabilitation program approved by us, your Monthly Benefit percentage is increased by 5%. 060029E CHILD CARE EXPENSE BENEFIT Up to $250.00 incurred per month for each eligible child during the first 24 months of Monthly Benefit payments. !060026 Maximum Benefit Duration: !060028E E The Maximum Benefit Duration shall be the Benefit Duration limit as shown in the table below. Age on Date Maximum Benefit Disability Starts Duration Under age 60 Until the 1st of the month after your 65th birthday Age 60 but under age 65 54 months Age 65 but under age 70 30 months Age 70 but under age 75 18 months Age 75 or older 12 months 060038Increases and Decreases in Amount of Monthly Benefit The amount of your Monthly Benefit may change as a result of a change in your earnings or class. The new Monthly Benefit amount: 1 .will take effect on the date of the change; and 2 .will apply only to Disabilities commencing thereafter. 060046There is an exception if you are not Actively at Work on the above date. In this case, the new Monthly Benefit amount will take effect on the date of return to Active Work. !080018 tab setting!021185 fixed Form G.23000-B !019930 SCHEDULE SUPPLEMENT B. Statements Made by You Which Relate to Insurability Any statement made by you will be deemed a representation and not a warranty. No such statement made by you which relates to insurability will be used: 1. in contesting the validity of the benefits with respect to which such statement was made; or 2. to reduce the benefits; unless the conditions listed in items (a) and (b) below have been met. a . The statement must be contained in a written application which has been signed by you. b . A copy of the application has been furnished to you. No such statement made by you will be used at all after such benefits have been in force prior to the contest for a period of two years during the lifetime of the person to whom the statement applies. C. Time Limit on Certain Defenses After This Plan has been in force 2 years from the date of its issue, no statement of this Employer shall be used to void This Plan. D. Assignment This certificate may not be assigned by you. Your benefits may not be assigned prior to a loss. !020115 E. Refund to Us for Overpayment of Benefits 900410 If at any time we determine that the total amount paid on a claim is more than the total amount due, including any overpayment resulting from retroactive awards received from sources listed in Other Income Benefits, we have the right to recover the excess amount from the person to whom such payment was made. However, we, at our option, may recover the excess amount by reducing or offsetting against any future benefits payable to such person. !020745 F. Additional Provisions 001430 3. The benefits under This Plan do not at any time provide paid-up insurance, or loan or cash values. 2. No agent has the authority: a . to accept or to waive the required notice or proof of a claim; nor b . to extend the time within which a notice or a proof must be given. !021190 fixed Form G.23000-B1 !000111 DEFINITIONS OF CERTAIN TERMS USED HEREIN 001400 "Doctor" means a person who is legally licensed to practice medicine. A licensed practitioner will be considered a Doctor if: 3. There is a law which applies to This Plan and that law requires that any service performed by such a practitioner must be considered for benefits on the same basis as if the service were performed by a Doctor; and 4. The service performed by the practitioner is within the scope of his or her license. 019675E "Employee" means a person classified as a President, Group Vice President, Senior Chief & Chairman of the Board (Key Officers/Executive Class I) who is employed and paid for services by the Employer on a Full-time basis. "Full-time" means an Employee is regularly scheduled to work at least 20 hours per week for the Employer. 900396"Employer" means the individual, firm, or other organization in whose name the Group Policy is issued. Subsidiaries and/or affiliates of the Employer are not covered under This Plan unless they are specified or approved in writing by us. 019845"Personal Benefits" mean the benefits which are provided on account of an Employee under This Plan. 019000"This Plan" means the Group Policy which is issued by us to provide Personal Benefits. !000113 "We", "us" and "our" mean Metropolitan. !019002 "You" and "your" mean the Employee who is covered for Personal Benefits. !019740 fixed Form G.23000-A !002510 ELIGIBILITY FOR BENEFITS !003044 Personal Benefits Eligibility Date !003607E E Your Personal Benefits Eligibility Date is July 1, 1995, or the first day of the calendar month after the date you complete 30 days of continuous service as an Employee of the Employer, whichever is later. !002945 fixed Form G.23000-C !002950 EFFECTIVE DATES OF PERSONAL BENEFITS 003043Your Personal Benefits will become effective on your Personal Benefits Eligibility Date provided you are then actively at work as an Employee. If you are not then actively at work as an Employee, your Personal Benefits will become effective on the date of your return to active work as an Employee. !009350 fixed Form G.23000-D1 !060048 LONG TERM DISABILITY BENEFITS G. Definitions "Actively at Work" or "Active Work" means that you are performing all of the material duties of your job with the Employer where these duties are normally carried out. If you were Actively at Work on your last scheduled working day, you will be deemed Actively at Work: 1. on a scheduled non-working day; 2. provided you are not disabled. 060052E "Basic Monthly Earnings" means your monthly rate of pay from the Employer, including lead person differentials, shift differentials, cost of living adjustments and for cafeteria covered employees the value of meals provided by the participating company. Basic Monthly Earnings do not include bonuses, incentive compensation, overtime, relocation allowances, payment for extra hazardous work, per diems, extended work week allowances, cost of living allowances for service abroad, or other bonuses, premiums, differentials or adjustment not specifically included in the definition of Basic Monthly Earnings. 060058 "Disability" or "Disabled" means that, due to an Injury or Sickness, you require the regular care and attendance of a Doctor and: 3. you are unable to perform each of the material duties of your regular job; and 060057E 2. after the first 18 months of benefit payments, you must also be unable to perform each of the material duties of any gainful work or service for which you are reasonably qualified taking into consideration your training, education, experience and past earnings; or 060059E 3. you, while unable to perform all of the material duties of your regular job on a full-time basis, are: a . performing at least one of the material duties of your regular job or any other gainful work or service on a part-time or full-time basis; and b . earning currently at least 20% less per month than your Indexed Basic Monthly Earnings due to that same Injury or Sickness. NOTE: Flight personnel cannot prove Total Disability solely on the basis of failure to pass the periodic physical examinations required by the Federal Aviation Administration (FAA). 060072E "Elimination Period" means the number of consecutive days of Disability before Long Term Disability Benefits become payable under This Plan. Your Elimination Period: 6. is set forth in the SCHEDULE OF BENEFITS; and 7. begins on the first day of Disability. Limited interruption of the Elimination Period is allowed for up to 14 days provided you have been disabled for at least one month. However, any days of Active Work during this time will not count toward satisfying the Elimination Period. Further, this limited interruption of the Elimination Period will not apply if, while you are Actively at Work, you become eligible for any other group long term disability insurance. !060078 "Indexed Basic Monthly Earnings" means Basic Monthly Earnings in effect on the date Disability began, increased by 7%. 060079 The first increase will take place on the first of the month immediately following 12 months of continuous Disability. Subsequent increases will be compounded each year and take place on the anniversary of the first increase, provided you have been continuously receiving Disability Benefits under This Plan. 060080 "Injury" means accidental bodily injury resulting independently of all other causes. The Injury must occur and Disability must begin while you are covered under This Plan. 060084 "Mental Illness" means a mental, emotional or nervous condition of any kind. 060092 "Recurrent Disability" means a Disability which is related or due to the same cause or causes as a prior Disability for which a Monthly Benefit was paid under This Plan. 060096 "Retirement Plan" means a plan which provides retirement benefits to employees and which is not funded wholly by employee contributions. The term shall not include a profit sharing plan, a thrift plan, an individual retirement account (IRA), a tax-sheltered annuity (TSA), a stock ownership plan, a non-qualified plan of deferred compensation, or a 401(k) plan. When used with the term Retirement Plan, "Disability Benefit" means money which: 8. is payable under a Retirement Plan, due to disability as defined in that plan; and 9. does not reduce the amount of money which would have been paid as retirement benefits at the normal retirement age under the plan if the disability had not occurred. (If the payment does cause such a reduction, it will be deemed a Retirement Benefit as defined below.) When used with the term Retirement Plan, "Retirement Benefit" means money which: 10. is payable under a Retirement Plan either in a lump sum or in the form of periodic payments; 11. does not represent contributions made by you; and NOTE: Payments which represent your contributions are deemed to be received over your expected remaining life regardless of when such payments are actually received. 060099 3. is payable upon: a . voluntarily elected early retirement; or b . normal retirement. 060100 "Sickness" means illness, disease or pregnancy. H. Benefits 1. Disability Benefit When we receive proof that you are Disabled, we will pay a Monthly Benefit in accordance with the SCHEDULE OF BENEFITS. 060113 However, the amount of the Monthly Benefit when added to any compensation you may earn while Disabled, cannot exceed your Indexed Basic Monthly Earnings. When this happens, your Monthly Benefit will be reduced by the amount in excess of your Indexed Basic Monthly Earnings. 060115 The Monthly Benefit will be paid to you after completion of the Elimination Period, shown in the SCHEDULE OF BENEFITS, provided you remain Disabled and proof of continued Disability is submitted, at your expense, to us upon request. 060119 The Monthly Benefit will stop on the earliest of: a . the date that you cease to be Disabled; b . the date of your death; c . completion of the Maximum Benefit Duration shown in the SCHEDULE OF BENEFITS. 060130 2. Waiver of Payments Benefit Payments normally required for you toward the cost of LONG TERM DISABILITY BENEFITS are waived during any period of Disability for which a Monthly Benefit is payable. 060111 3. Child Care Expense Benefit While Disabled, when you participate in rehabilitative employment approved by us, you will be reimbursed for Child Care Expense, as described in the Schedule of Benefits, for each eligible child, which is incurred during the first 24 months of Monthly Benefit payments. An eligible child is your dependent child under age 13 who lives with you and is: a . your child or your spouse's child; b . your legally adopted child; or c . a child for whom you are legal guardian. Child Care Expense is the amount charged by a licensed child care provider who is not a member of your immediate family or living in your residence. I. Reduction of Benefits The Monthly Benefit, as reduced by Other Income Benefits shown in the Table of Other Income Benefits, will be subject to the following: 1. Minimum Benefit Amount The amount of the Monthly Benefit payable to you will not be less than the Minimum Monthly Benefit shown in the SCHEDULE OF BENEFITS. !060135 2. Cost of Living Freeze !060137 The Monthly Benefit will not be further reduced due to cost of living increases: 060139 i. that are payable under Other Income Benefits; and b . that occur after the initial reduction for these Other Income Benefits has been determined. 060140 3. Lump Sum Payments If Other Income Benefits are paid in a lump sum, the sum shall be spread on a monthly basis over the period of time stated in the calculation of such sum. If no period of time is stated, the sum will be spread on a monthly basis over your life expectancy, using appropriate actuarial tables. 4. Estimating Social Security Benefits a . We reserve the right to reduce your Monthly Benefit by estimating Social Security benefits. b . However, for the first 3 months of Monthly Benefit Payments, we will not reduce the Monthly Benefit by estimated Social Security benefits. And if, prior to the end of this 3 month period: i . we receive proof that you have applied for Social Security benefits; and ii . you have signed the Agreement Concerning Long Term Disability Benefits, explained below; then continued Monthly Benefits during the first 24 months of Monthly Benefit payments will not be reduced by an estimate of Social Security benefits. c . The Agreement Concerning Long Term Disability Benefits: i . confirms that you will repay all overpayments; and ii . authorizes us to obtain the information on awards directly from the Social Security Administration. d . If you have not received approval or final denial of your claim from the Social Security Administration by the end of this 24 month period, we will begin reducing your Monthly Benefit by an estimate of Social Security benefits. For purposes of this section, final denial of your claim means that you have received a "Notice of Denial of Benefits" from an Administrative Law Judge. e . In any case, when you do receive approval or final denial of your claim from the Social Security Administration: i . your Monthly Benefit will be adjusted; and ii . you must promptly refund to us an amount equal to all overpayments. If you do not promptly make such refund to us, we may, at our option, reduce or offset against any future benefits payable to you. !060142 conditional end of page 5. Table of Other Income Benefits 060145 "Other Income Benefits" are those benefits below which apply to you and to your spouse, child or children as indicated. 060144 The Other Income Benefits are: 060172 a. The amount you receive or for which you are eligible under: (a) any Workers' or Workmen's Compensation law; (b) occupational disease law; and (c) any other act or law of like intent. b . The amount of disability income benefits you receive or for which you are eligible under any Compulsory Benefit act or law. 060146 c. The amount of any disability income benefit for which you are eligible under: (a) any other group insurance plan of the Employer; and (b) any governmental retirement system as a result of your job with the Employer. 060150 d. The amount of benefits you receive under the Employer's Retirement Plan as follows: (a) any disability benefit; (b) any retirement benefits. e . The amount of disability or retirement benefits under the United States Social Security Act or any other governmental disability or retirement program as follows: (a) disability or unreduced retirement benefits for which you, your spouse, child or children are eligible; or (b) reduced retirement benefits received by you, your spouse, child or children. 060123E The above amounts, except for retirement benefits, are benefits resulting from the same disability for which a Monthly Benefit is payable under This Plan. J. Recurrent Disability 1. If, after a period of Disability for which a Monthly Benefit has been paid under This Plan, you: a . resume your regular job on a full-time basis; and b . perform all the material duties for less than four consecutive weeks; any Recurrent Disability will be a part of the same period of Disability. Our liability for the entire period will be subject to the terms of This Plan for the prior Disability. 2. If, after a period of Disability for which a Monthly Benefit has been paid under This Plan, you: a . resume your regular job on a full-time basis; and b . perform all the material duties for four consecutive weeks or more; any Recurrent Disability will be treated as a new period of Disability. You must complete a new Elimination Period before Monthly Benefits are payable. 060155 3. If you become eligible for coverage under any other group long term disability policy, this Recurrent Disability provision will not apply. K. Exclusions/Limitations General Exclusions This Plan does not cover any Disability which results from or is caused or contributed to by: 1. war, insurrection, or rebellion; 060153 2. active participation in a riot; !060157 conditional end of page 3. intentionally self-inflicted injuries or attempted suicide; 4. the commission of a felony. 060158E Mental Illness Limitation While you are Disabled due to a Mental Illness and confined in a hospital or institution, the Monthly Benefit will be payable up to the Maximum Benefit Duration shown in the SCHEDULE OF BENEFITS. While you are Disabled due to a Mental Illness and not confined in a hospital or institution, the Monthly Benefit will be payable up to the lesser of: 5. 24 months; or 6. the Maximum Benefit Duration shown in the SCHEDULE OF BENEFITS. In no event will the Monthly Benefit be payable for longer than the Maximum Benefit Duration during a period of continuous Disability due to a Mental Illness if you are not confined in a hospital or institution. If you are confined in a hospital or institution at the end of the 24 month period for which payments have been made, your benefit payment will not stop. Your Benefits will continue to be payable until the earliest of: a.The date that confinement ends, if it has continued for less than 14 days; b.Up to 90 days after confinement ends, if it has continued for 14 or more days. You might be confined again during these 90 days. If you are confined for less than 14 days, benefits will be payable through the end of that confinement. If you are confined for 14 or more days, benefits will continue to be payable through that confinement and for the 90 days after it. c.The Maximum Benefit Duration shown in the SCHEDULE OF BENEFITS. No benefits are payable for any time that you are not Disabled. L. Continuity of Coverage Upon Transfer of Insurance Carriers In order to prevent loss of your coverage because of a transfer of insurance carriers, This Plan will provide coverage for you as follows: Failure To Be Actively At Work Due To Injury Or Sickness This Plan will cover you, if you: a . were covered under the prior carrier's plan at the time of transfer; and b . are not Actively at Work due to Injury or Sickness; provided the required payment toward the cost of LONG TERM DISABILITY BENEFITS is made to us for you. The benefit payable will be that which would have been paid by the prior carrier had coverage remained in force, less any benefit for which the prior carrier is liable. !060169 fixed Form G.23000-6B !008696 CLAIM PROCEDURE FOR LONG TERM DISABILITY BENEFITS !002706 fixed A.When Notice of Claim Must be Given 002707 Written notice of a claim must be given to us during the Elimination Period. !008700 fixed A.Claim Forms When we receive written notice of a claim, we may furnish printed forms for filing proof of the claim. If we do not furnish printed forms within 15 days after you give us notice, you must furnish your own form of proof in writing. Proof must describe the event, the nature and the extent of the cause for which a claim is made; it must be satisfactory to us. !008701 fixed A.When Proof of Claim Must Be Given !001582 fixed Written proof of a claim must be given to us not later than 90 days following the end of the Elimination Period. !003630 fixed A.Late Notice or Proof If notice or proof is not given on time, the delay will not cause a claim to be denied or reduced as long as the notice or proof is given as soon as possible. !008710 fixed A.Time Limits on Starting Lawsuits No lawsuit may be started to obtain benefits until 60 days after proof is given. 900358 No lawsuit may be started more than 3 years after the time proof must be given. !017865 M. Medical Examinations While a claim is pending, we, at our expense, have the right to have you examined by Doctors of our choice when and as often as we reasonably choose. !002735 N. Time Limit for Payment of a Claim 002763 If the written proof of a claim: a . has been made on time; and b . is satisfactory to us; we will pay the accrued benefits monthly at the end of the period for which they are due. !021201 fixed Form G.23000-H3 !017830 WHEN BENEFITS END O. All of your benefits will end on the last day of the calendar month in which your employment ends. Your employment ends when you cease active work as an Employee. However, for the purpose of benefits, the Employer may deem your employment to continue for certain absences. See CONDITIONS UNDER WHICH YOUR ACTIVE WORK IS DEEMED TO CONTINUE. P. If This Plan ends in whole or in part, your benefits which are affected will end. Q. Your Long Term Disability Benefits will end as set forth in the LONG TERM DISABILITY BENEFITS provisions. !020950 The end of any type of benefits on your account will not affect a claim which is incurred before those benefits ended, except as noted in both the definition of Elimination Period and the Recurrent Disability provision found in LONG TERM DISABILITY BENEFITS. !007320 fixed Form G.23000-F !017900 CONDITIONS UNDER WHICH YOUR ACTIVE WORK IS DEEMED TO CONTINUE 018715If you are not actively at work as an Employee because of a situation set forth below, the Employer may deem you to be in active work as an Employee only for the purpose of continuing your employment and only for the periods specified below in order that certain of your benefits under This Plan may be continued. !017910 fixed All such benefits will be subject to prior cessation as set forth in WHEN BENEFITS END. In any case, the benefits will end on: 1.the date the Employer notifies us that your benefits are not to be continued; or 2.the end of the last period for which the Employer has paid premiums to us for your benefits. 002871Your Sickness or Injury The period determined in accordance with the Employer's general practice for an Employee in your job class. !017970 E Your Leave of Absence !003113E E The Employer may continue your coverage for an approved leave of absence by paying the required premium payments, until the earliest of these events takes place: a.the date the Employer stops paying the required premium; b.the date the leave ends; c.the date the leave has continued one month beyond the end of the month in which the leave began. If the leave of absence is an approved FMLA leave, coverage will continue until the date the leave has continued 4 months beyond the end of the month in which the leave began. Layoff If you are temporarily laid off, coverage will terminate on the date your employment terminates. If you return to work within 6 months you will be reinstated as of the date you return to work. !021075 fixed Form G.23000-L !020915 NOTICES This certificate is of value to you. It should be kept in a safe place. !020925 fixed As soon as your benefits end, you should consult your Employer to find out what rights, if any, you may have to continue your protection. 900414The insurance evidenced by this certificate is not in lieu of and does not affect any requirement for coverage by workers' compensation insurance. 020927If you had coverage under a prior plan of benefits, please consult your Employer to determine if there are any additional provisions which affect your benefits under This Plan. !020930 Our Home Office is located at One Madison Avenue, New York, New York 10010. !021065 fixed Form G.23000-E !060170 EARLY INTERVENTION PROGRAM FOR LONG TERM DISABILITY BENEFITS 060173The Early Intervention Program is a disability management program that involves the early identification of a potential Long Term Disability Candidate who may benefit from rehabilitative disability management. Its purpose is to enable a Long Term Disability Management Coordinator to work with the disabled person to complete vocational analyses and to develop disability management schedules during the optimal time for initiating rehabilitation attempts. R. Definitions "Candidate" means an Employee who is determined by us to be a potential claimant for Long Term Disability Benefits and eligible for participation in the Early Intervention Program. "Long Term Disability Management Coordinator" (herein called Coordinator) means an individual who is employed by us to coordinate the Early Intervention Program. "Disability Management Benefits Schedule" (herein called Schedule) means the specific schedule of benefits for rehabilitation services developed by the Coordinator for each Candidate. "Early Intervention Program" (herein called Program) means the program established by us wherein we identify Employees, during their elimination period, who may benefit from a program of disability management with a rehabilitation goal. S. How the Program Works Early Warning Table Amputations Back Problems Burns (severe) Carpal Tunnel Head Injuries Syndrome Spinal Cord Chronic Fatigue Injuries Syndrome Neurological Cardiovascular Conditions Conditions Severe Muscle and Joint Traumatic Injuries or Injuries Diseases Vision or Obesity or Eating Hearing Loss Disorders Alcoholism or Osteomyelitis Substance Psychiatric Abuse Conditions 1.Notice A Coordinator must be notified in order for an Employee who has a disabling condition listed in the Early Warning Table to be considered as a potential Candidate for the Early Intervention Program. 060176 If the Employee is determined by the Coordinator to be a potential Candidate, the Employer must complete the Employer portion of the Notice Of Claim form and then obtain the Employee's signed authorization before submitting the Notice Of Claim form to us. 060177 2. Evaluation After receipt by us of the Notice Of Claim form, the Coordinator will: a . contact the Employee about the Early Intervention Program; b . obtain sufficient information to monitor the benefits for the Employee's current diagnosis and projected medical treatment, and also obtain vocational information; and c . determine whether the Employee is a Candidate for the Early Intervention Program. 2. Development The Coordinator will develop for each Candidate a proposed Disability Management Benefits Schedule that meets the guidelines of our Early Intervention Program. 3. Offer The proposed Disability Management Benefits Schedule will then be offered to the Candidate and the attending Doctor. The attending Doctor can recommend the Disability Management Benefits Schedule, and the Candidate can consent to obtaining the services contained in the Schedule. Under this Program, all treatment decisions are the responsibility of the Candidate and attending Doctor. MetLife does not engage in the practice of medicine and is not responsible for the quality of services provided and for which benefits are listed in the Disability Management Benefits Schedule. If the proposed Disability Management Benefits Schedule is recommended by the attending Doctor, and the services contained in the Schedule are consented to by the Candidate, we will pay for specific expenses for rehabilitation services, vocational services, and other approved medical services listed in the Schedule and for which benefits are not payable under any other plan that covers the Candidate (including, but not limited to the Candidate's medical plan, automobile liability coverage, no-fault auto insurance, Workers' Compensation, or other state or federally sponsored programs). 4. Reevaluation While a Disability Management Benefits Schedule is in progress, the Coordinator will continue to monitor such Schedule. If it is deemed appropriate, the Coordinator, with the recommendation of the attending Doctor and consent of the Candidate for different services, will modify such Schedule. We retain the right to terminate the Candidate's participation in the Early Intervention Program upon notice to the Candidate and the attending Doctor. You are not required to participate in the Early Intervention Program in order to be eligible for Long Term Disability Benefits. !021245 ERISA INFORMATION 021250E NAME OF THE PLAN Northrop Corporation 021255E Leading AdjustmentNAME AND ADDRESS OF EMPLOYER WHO IS THE PLAN SPONSOR Northrop Corporation 1800 Century Park East Los Angeles, California 90067 (213) 553-6262 021330E EMPLOYER IDENTIFICATION NUMBER AND PLAN NUMBER 95-1055798 503 PLAN TYPE The Plan described in this Summary Plan Description is a "Welfare Benefit Plan" for purposes of ERISA. PLAN ADMINISTRATOR Northrop Corporation 1840 Century Park East Los Angeles, California 90067 The Plan Administrator has the authority to control and manage the operation and the administration of the Plan. 021340TYPE OF ADMINISTRATION The Plan is insured by Metropolitan Life Insurance Company. 900426AGENT FOR SERVICE OF LEGAL PROCESS For disputes arising under the Plan, service of legal process may be made upon the Plan administrator at the above address. For disputes arising under those portions of the Plan insured by Metropolitan Life Insurance Company, service of legal process may be made upon Metropolitan Life Insurance Company at one of its local offices, or upon the supervisory official of the Insurance Department in the state in which you reside. !900433 CONTRIBUTIONS 900439No contribution is required for Long Term Disability Benefits. !900452 PLAN YEAR 900454The Plan's fiscal records are kept on a policy year basis beginning each July 1st and ending on the following June 30th. 021351 CLAIMS INFORMATION Procedures for Presenting Claims for Benefits All claim forms needed to file for benefits under the group insurance program can be obtained from your employer who will also be ready to answer questions and to assist you or, if applicable, your beneficiary in filing claims. The instructions on the claim form should be followed carefully. This will expedite the processing of the claim. Be sure all questions are answered fully. 021240The completed claim form should be returned to your employer who will certify that you are insured under the Plan and will then forward the claim form to Metropolitan. 009385When the claim has been processed, you or, if applicable, your beneficiary will be notified of the benefits paid. If any benefits have been denied, you or, if applicable, your beneficiary will receive a written explanation. Routine Questions If there is any question about a claim payment, an explanation may be requested from the employer who is usually able to provide the necessary information. 009400 Requesting a Review of Claims Denied In Whole or In Part In the event a claim has been denied in whole or in part, you or, if applicable, your beneficiary can request a review of your claim by Metropolitan. This request for review should be sent to Group Insurance Claims Review at the address of Metropolitan's office which processed the claim within 60 days after you or, if applicable, your beneficiary received notice of denial of the claim. When requesting a review, please state the reason you or, if applicable, your beneficiary believe the claim was improperly denied and submit any data, questions or comments you or, if applicable, your beneficiary deems appropriate. Metropolitan will re-evaluate all the information and you or, if applicable, your beneficiary will be informed of the decision in a timely manner. Discretionary Authority of Plan Administrator and Other Plan Fiduciaries In carrying out their respective responsibilities under the Plan, the Plan administrator and other Plan fiduciaries shall have discretionary authority to interpret the terms of the Plan and to determine eligibility for and entitlement to Plan benefits in accordance with the terms of the Plan. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless it can be shown that the interpretation or determination was arbitrary and capricious. !021125 STATEMENT OF ERISA RIGHTS 021129The following statement is required by federal law and regulation. As a participant in This Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all participants shall be entitled to: Examine, without charge, at the Plan administrator's office and at other specified locations, all Plan documents, including insurance contracts and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions. Obtain all copies of all Plan documents and other Plan information upon written request to the Plan administrator. The administrator may make a reasonable charge for the copies. In addition, ERISA provides that if there are 100 or more participants in the Plan, all such participants shall be entitled to receive a summary of the Plan's financial report. In such event, the Plan administrator is required by law to furnish each participant with a copy of this summary annual report. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. If your claim for a welfare benefit is denied in whole or in part, you must receive a written explanation of the reason for denial. You have the right to have the Plan review and reconsider your claim. 021130Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees; for example, if it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor. FUTURE OF THE PLAN It is hoped that This Plan will be continued indefinitely, but Northrop Corporation reserves the right to change or terminate This Plan in the future. Any such action would be taken only after careful consideration. 900421 The Board of Directors of Northrop Corporation shall be empowered to amend or terminate This Plan or any benefit under This Plan at any time. !000001 end of document

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Filed on:2/22/96None on these Dates
For Period End:12/31/95
7/1/95
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