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EXHIBIT 99.(e)(11)
AMENDMENT NO. 1 TO LITTON INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDMENT NO. 1, dated as of December 21, 2000 to the Litton Industries, Inc.
Supplemental Executive Retirement Plan, as amended and restated as of August 1,
2000 ("SERP").
WHEREAS, pursuant to Section 11.1 of the Supplemental Executive Retirement
Plan, Litton Industries, Inc. (the "Company"), has the right to amend the SERP
from time to time, subject to certain limitations;
WHEREAS, the Compensation and Selection Committee of the Board of Directors
has recommended approval of, and the Board of Directors has approved, amendments
to the SERP regarding benefits to be received by the participants following a
Change of Control (as defined therein);
NOW, THEREFORE, the Company amends the SERP as follows:
1. Section 2.4 of the SERP is hereby amended to add the following sentence
at the end of Section 2.4:
"Notwithstanding the provisions of this Section 2.4, from and after the
occurrence of a Change of Control, for those Participants who are parties to
a Change of Control Employment Agreement, the term "Average Compensation" is
defined as the greater of (i) or (ii) below:
(i) the highest Annual Compensation (or, in the event in which a
Participant has less than one calendar year of employment, the annualized
amount of the Participant's base pay plus incentive compensation under the
Litton Industries, Inc. Performance Award Plan (or a similar plan) paid to,
awarded to, or electively deferred by a Participant in any of the
Participant's last ten consecutive calendar years, including the calendar
year in which a Change of Control occurs or
(ii) the Participant's annualized base pay plus the maximum targeted
incentive compensation for the calendar year in which a Change of Control
occurs."
2. A new Section 2.29 is added to the SERP as follows:
"Section 2.29 "Change of Control Employment Agreement" shall mean a Change
of Control Employment Agreement between the Participant and the Company."
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IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to the
Litton Industries, Inc. Supplemental Executive Retirement Plan to be executed as
of the 21st day of December 2000.
LITTON INDUSTRIES, INC.
/s/ D. Michael Steuert
By: _________________________________
Name: D. Michael Steuert
Title: Senior Vice President and
Chief Financial Officer
/s/ Lynne M. O. Brickner
By: _________________________________
Name: Lynne M. O. Brickner
Title: Vice President and
Secretary
