SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from Commission file number
to 1-3229
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1055798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1840 Century Park East
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 553-6262
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
Securities Registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
As of February 12, 1996, 49,559, 670 shares of Common Stock were
outstanding, and the aggregate market value of the Common Stock (based upon
the closing price of the stock on the New York Stock Exchange) of the
Registrant held by nonaffiliates was approximately $3,270 million.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 1995 Annual Meeting of Stockholders.
Part III
NORTHROP GRUMMAN CORPORATION
PART I
Item 1. Business
Northrop Corporation was incorporated in Delaware in 1985. Effective
May 18, 1994, Northrop Corporation was renamed Northrop Grumman
Corporation. Northrop Grumman is an advanced technology company operating
in the aerospace industry. The company designs, develops and manufactures
aircraft, aircraft subassemblies and electronic systems for military and
commercial use and designs and develops, operates and supports computer
systems for scientific and management information.
Additional information required by this Item is contained in Part II
Item 7 of this Annual Report on Form 10-K.
NORTHROP GRUMMAN CORPORATION
Item 2. Properties
The major locations, general status of the company's interest in the
property and identity of the industry segments which use the property
described, are indicated in the following table.
Location Property Interest
Arlington, Virginia (1) (5) (a) Leased
Benton, Pennsylvania (2) (b) Leased
*Bethpage, New York (1) (2) (3) (5) (a) (b) (c) (d) Owned, Leased
Bohemia, New York (3) (a) Owned, Leased
Bridgeport, West Virginia (2) (a) (b) Owned, Leased
Calverton, New York (2) (a) (b) (c) (d) (e) Owned
Chandler, Arizona (1) (a) (b) Owned
Compton, California (1) (b) (c) Owned, Leased
El Segundo, California (1) (4) (a) (b) (c) (d) Owned, Leased
Fairborn, Ohio (3) (a) (c) Leased
Fort Tejon, California (1) (d) Owned, Leased
Gardena, California (1) (c) Owned
Glen Arm, Maryland (2) (b) Owned
Grand Prairie, Texas (1) (a) (b) (c) (d) Owned, Leased
Great River, New York (2) (a) (b) Owned
Hawthorne, California (1) (2) (4) (5) (a) (b) (c) (d) Owned, Leased
*Hicksville, New York (2) (a) (d) (e) Owned
Hondo, Texas (3) (e) Leased
Houston, Texas (3) (a) Leased
Irvine, California (2) (d) Leased
Kent, Washington (1) (c) Leased
Lake Charles, Louisiana (1) (a) (b) (c) Leased
Lawton, Oklahoma (3) (a) (c) Owned, Leased
Lexington, South Carolina (1) (a) (c) Owned, Leased
Los Angeles, California (1) (2) (5) (a) Leased
Mayfield, Pennsylvania (1) (b) Owned
Melbourne, Florida (2) (a) (b) (c) (e) Owned, Leased
Milledgeville, Georgia (1) (b) (c) (e) Owned, Leased
Mojave, California (1) (e) Owned, Leased
Montebello, California (1) (c) Leased
Montgomery, Pennsylvania (1) (b) Owned
NORTHROP GRUMMAN CORPORATION
New Town, North Dakota (2) (b) (c) Owned, Leased
Newbury Park, California (5) (a) (b) (c) (d) Owned
Norwood, Massachusetts (5) (b) (c) (e) Owned, Leased
Palatine, Illinois (2) (c) Leased
Palmdale, California (1) (a) (b) (c) (d) (e) Owned, Leased
Perry, Georgia (1) (4) (a) (b ) (c) Owned
Pico Rivera, California (1) (a) (b) (c) (d) Owned, Leased
Portsmouth, Rhode Island (1) (b) (e) Owned, Leased
Rolling Meadows, Illinois (2) (a) Owned, Leased
Sherman, Texas (1) (b) Owned
St. Augustine, Florida (1) (a) (b) (c) (e) Owned, Leased
Stuart, Florida (1) (b) (c) Leased
Sturgis, Michigan (1) (a) (b) (c) Owned, Leased
Torrance, California (1) (b) (c) Owned, Leased
Tulare, California (1) (b) Owned
Warner Robins, Georgia (2) (3) (a) Owned, Leased
Warren, Michigan (1) (b) Leased
__________
* Certain portions of the properties at each of these locations are leased
or subleased to others. The company believes that in the aggregate the
property covered by such leases or subleased to others is not material
compared to the property actually utilized by the company in its
business.
NORTHROP GRUMMAN CORPORATION
Following each described property are numbers indicating the industry
segments utilizing the property:
(1) Military and Commercial Aircraft
(2) Electronics and Systems Integration
(3) Data Systems and Other Services
(4) Missiles and Unmanned Vehicle Systems
(5) General Corporate Asset
Following each described property are letters indicating the types of
facilities located at each location:
(a) office
(b) manufacturing
(c) warehouse
(d) research and testing
(e) other
Government-owned facilities used or administered by the company
consist of 10.2 million square feet at various locations across the United
States.
The company believes its properties are well-maintained and in good
operating condition. Under present business conditions and the company's
volume of business, productive capacity is currently in excess of
requirements.
NORTHROP GRUMMAN CORPORATION
Item 3. Legal Proceedings
False Claims Act Litigation
On June 9, 1987, a Complaint, entitled U.S. ex rel, David Peterson and
Jeff Kroll v. Northrop Corporation, was filed in the U.S. District Court
for the Central District of California alleging violations by the Company
of the False Claims Act in connection with the operation of petty cash
funds, inspection, testing, and pricing for the MX Peacekeeper Missile
program. On September 1, 1989, the government intervened and reduced the
scope of the lawsuit by filing an amended complaint. The amended complaint
does not completely specify the total amount being sought but, rather,
seeks damages in excess of $1.2 million. On May 7, 1990, the Court ruled
that the original plaintiffs may proceed with portions of the lawsuit that
the government declined to include in the amended complaint. In 1994, the
court granted summary judgment for the Company on the government's fraud
allegations related to petty cash, integrated test stations, extended work
week and experimental change orders. Trial on the remaining allegations is
scheduled for March 1996.
In addition, the Company is a party to a number of civil actions
brought by private parties alleging violation of the False Claims Act in
which the government has declined to intervene. These actions, which have
been previously reported, relate to the MX Peacekeeper Missile, the Air
Launched Cruise Missile and the Advanced Technology Bomber (B-2) programs.
In a number of these actions, plaintiffs also allege employment related
claims including claims of wrongful termination. Damages sought include
claims for compensatory and punitive damages. A number of these civil
actions were initially reported when it was unclear what position, if any,
the government would take in the litigation. In light of the government's
decision not to intervene or otherwise pursue the litigation, as well as
the amounts involved, the cases will not be individually reported.
Further, the Company learns from time to time that it has been named as a
defendant in lawsuits which are filed under seal pursuant to the False
Claims Act. Since these matters remain under seal, the Company does not
possess sufficient information to accurately report on the particular
allegations.
Walsh, et al. v. Northrop Grumman Corporation
In November 1994, a class action complaint was filed against Northrop
Grumman Corporation, Grumman Corporation, Renso Caporali, Howard J. Dunn,
Jr., Robert Denien and Robert E. Foster in the U.S. District Court for the
Eastern District of New York, Case No. CV 94-5105 (Platt C.J.). A first
amended complaint was filed on November 29, 1994 alleging that Grumman
Corporation's March 8 and April 4, 1994 Form 14D-9 filings with the
Securities and Exchange Commission incorporated a statement concerning the
Grumman Severance Plan which violated Sections 10(b) and 14(e) of the
Securities and Exchange Act of 1934 (the "Act") and Rule 10b-5 of the Rules
and Regulations under the Act. The complaint also contains a cause of
action for equitable estoppel based upon the same statement and plaintiffs'
alleged reliance thereon. The complaint also alleges that the trustees of
Grumman's Investment Plan violated their fiduciary obligations by voting
the Plan's shares in favor of the merger without consulting the class
members. The complaint seeks an order enjoining the defendants from
amending or discontinuing the Severance Plan for a period of thirty (30)
months from the date of the merger and an order mandating that defendants
permit class members who have accepted voluntary termination with severance
pay to rescind their elections. On December 8, 1994 the court denied
plaintiffs' application for a preliminary injunction but declined to
dismiss the action. On April 7, 1995 the court granted plaintiffs' motion
to amend their complaint to add a claim for damages based on post-acquisition
changes to Grumman benefit plans. In July 1995, the court certified a class
of plaintiffs consisting of all employees who, at the time of the tender offer,
were Grumman employees, owned Grumman stock either directly or beneficially
through the Employee Investment Plan, and were injured as a result of
defendants conduct. Absent dispositive motions, this matter will proceed
to trial in late 1996 or early 1997. The defendants intend to vigorously
defend this litigation and the Company does not expect this matter to have
a material adverse effect on its financial condition.
U.S. Government Investigation
The Company, as a government contractor, is from time to time subject
to U.S. Government investigations relating to its operations. Government
contractors that are found to have violated the False Claims Act, or are
indicted or convicted for violations of other Federal laws, or are
considered not to be responsible contractors may be suspended or debarred
from, government contracting for some period of time. Such convictions
could also result in fines. Given the Company's dependence on government
contracting, suspension or debarment could have a material adverse effect
on the Company.
On May 3, 1995 federal agents executed search warrants at the Military
Aircraft Division facilities in Hawthorne and El Segundo, California.
Since that time, the Company has learned that the United States Attorney
for the Central District of California is conducting a Grand Jury
investigation of the F/A-18 and Targets Programs at the Military Aircraft
Division. Although the Government has declined to inform the Company of
the details of the investigation, it has confirmed that there are no issues
regarding flight safety.
NORTHROP GRUMMAN CORPORATION
Executive Officers of the Registrant
<TABLE>
The following individuals were the elected officers of the company as
of February 1996:
<CAPTION>
Business Experience
Name Age Office Held Since Last Five Years
<S> <C> <C> <C> <C>
Kent Kresa 57 Chairman, President & CEO 1990 President and Chief Executive Officer.
Herbert W. Anderson 56 Corporate Vice President 1995 Vice President and Deputy
and General Manager, General Manager, Data
Data Systems & Services Systems and Services Division
Division; Prior to 1994,
Vice President and Center General Manager
of Northrop Information Services
Center; Prior to 1991, Vice President
Information Resource Management, B-2
Program
Ralph D. Crosby, Jr. 48 Corporate Vice President 1996 Corporate Vice President
and Deputy General Manager, and General Manager,
Military Aircraft Systems B-2 Division; Prior to
Division 1994, Vice President
Business and Advanced
Systems Development at
B-2 Division; Prior to
1992, Vice President
Business Development and
Administration; Prior to
1991, Vice President
and Manager of Northrop
Washington Office.
Marvin Elkin 59 Corporate Vice President 1994 Corporate Vice President
and Chief Human Resources Administration and
and Administrative Officer Services; prior to 1991
Vice President, Materiel
and Services
Nelson F. Gibbs 58 Corporate Vice President 1992 Vice President
and Controller and Controller; Prior
to 1991, Partner, Deloitte
& Touche LLP
John E. Harrison 60 Corporate Vice President 1994 Senior Vice President
and General Manager, and General Manager,
Electronics and Systems Electronics Programs,
Integration Division Aerospace and Electronics
Group, Grumman Corporation;
Prior to 1992, President,
Electronics Division,
Grumman Corporation
Robert W. Helm 44 Corporate Vice 1994 Vice President,
President, Government Legislative Affairs
Relations
James C. Johnson 43 Corporate Vice 1995 Senior Corporate Counsel;
President and Secretary Prior to 1992, Senior Counsel
Charles L. Jones, Jr. 54 Corporate Vice 1992 Vice
President, Quality President, Quality
Operations Operations; Prior to 1991
Vice President and Manager
Operations, Electronics
Division
Richard R. Molleur 63 Corporate Vice President 1991 Senior Vice President and
and General Counsel General Counsel; Prior to
1991, Partner, Winston & Strawn
Albert F. Myers 50 Corporate Vice President 1994 Vice President, Business
and Treasurer Strategy; Prior to 1992,
Vice President, Test
Operations at B-2 Division
James G. Roche 56 Corporate Vice President 1993 Corporate Vice President
and Chief Advanced Advanced Development and
Development, Planning, Planning Officer; Prior to
and Public Affairs Officer 1992 Vice President,
Advanced Development and
Planning; Prior to 1991,
Vice President and Special
Assistant to the Chairman,
President and CEO
Wallace G. Solberg 64 Corporate Vice President 1996 Corporate Vice President
and General Manager, and General Manager,
Military Aircraft Systems Military Aircraft Division;
Division Prior to 1994, Corporate
Vice President and General
Manager-Aircraft Division;
Prior to 1991, Vice
President and General
Manager, Electronics
Systems Division
Richard B. Waugh, Jr. 52 Corporate Vice President 1993 Vice President, Taxes,
and Chief Financial Officer Risk Management and
Business Analysis
Gordon L. Williams 63 Corporate Vice President 1994 President & CEO, Vought
and General Manager, Aircraft Company; Prior to
Commercial Aircraft Division 1992, President, Aircraft
Division, LTV Aerospace &
Defense
</TABLE>
NORTHROP GRUMMAN CORPORATION
Item 4. Submission of Matters to a Vote of Security Holders
No information is required in response to this Item.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The information required by this Item is contained in Part II, Item 8
of this Annual Report on
Form 10-K.
Item 6. Selected Financial Data
The information required by this Item is contained in Part II, Item 7
of this Annual Report on
Form 10-K.
NORTHROP GRUMMAN CORPORATION
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business Conditions
Northrop Grumman's industry segments - military and commercial aircraft,
electronics and systems integration, data systems and other services, and
missiles and unmanned vehicle systems (MUVS) - are each a factor in the
broadly defined aerospace industry. While Northrop Grumman is subject to
the usual vagaries of the marketplace, it is also affected by the unique
characteristics of the aerospace industry and by certain elements peculiar
to its own business mix.
In the second quarter of 1994 the company purchased the outstanding
common stock of Grumman Corporation (Grumman) for $2.1 billion. Northrop
Corporation was renamed Northrop Grumman Corporation effective May 18,
1994. In August 1994 the company purchased the remaining 51 percent
interest in Vought Aircraft Company (Vought) for $130 million. The company
had purchased a 49 percent interest in Vought in 1992. As a result of
these acquisitions the company reorganized, effective January 1, 1995, into
five operating divisions - B-2 Division, Military Aircraft Division,
Commercial Aircraft Division(CAD), Electronics and Systems Integration
Division(ESID) and the Data Systems and Services Division(DSSD). To
further strengthen and streamline operations, the B-2 and Military Aircraft
Divisions were combined, effective January 1, 1996. The combined division
has been designated the Military Aircraft Systems Division (MASD).
Northrop Grumman is one of the major companies that compete for the
relatively small number of large, long-term programs that characterize both
the defense and commercial segments of the aerospace business. It is common
in the aerospace industry for work on major programs to be shared between a
number of companies. A company competing to be a prime contractor can turn
out to be a subcontractor. It is not uncommon to compete with customers,
and to simultaneously be both a supplier to and customer of a given
competitor. Boeing, Lockheed Martin and McDonnell Douglas are the largest
companies in the aerospace industry at this time. Northrop Grumman also
competes against many other companies for a number of large and smaller
programs, notably in the electronics and systems integration areas.
Competition is intense, yet the nature of major aerospace programs,
conducted under binding contracts, allows companies that perform well to
benefit from a level of program continuity unknown in many industries.
Thus, intense competition and long operating cycles are both characteristic
of the industry's - and Northrop Grumman's - business.
The B-2 bomber, for which the company is the prime contractor, is
Northrop Grumman's largest program. The MASD headquartered in El Segundo,
California is responsible for final assembly of the B-2's airframe and
systems integration (in Palmdale, California), and the manufacture of the
fuselage and parts of the B-2's navigation and electronic warfare/situation
awareness system. Major subcontractors include Boeing, which makes the aft
center section, outboard wing sections, landing gear and fuel system, and
GM Hughes, which produces the radar systems. The Air Force currently plans
to operate two B-2 bomber squadrons of eight aircraft each with an
additional four aircraft available to fill in for those in depot for
periodic maintenance.
NORTHROP GRUMMAN CORPORATION
The MASD is also the principal subcontractor on the McDonnell Douglas
F/A-18 program. The F/A-18 is a fighter/ground-attack aircraft that can
carry either one or two crew members. It is principally deployed by the
U.S. Navy on aircraft carriers, but several other nations have purchased
the aircraft and use it as a land-based combat aircraft. The company
builds approximately 40 percent of the aircraft including the center and
aft fuselage sections and vertical tails. Of the versions of the F/A-18
currently in production, the C is a single-seat combat aircraft that was
first delivered to the Navy in 1987 and the D is a two-seat version
principally used for training. The F/A-18E/F is an enhanced version
currently under development for the U.S. Navy as its next generation multi-
mission aircraft.
MASD also produces aerial targets, principally the BQM-74/Chukar. The
BQM-74 series has been in production since the 1960s. It is used by the
Navy for air defense training, gunnery practice and weapon system
evaluation. The company builds the airframe and the electronics that are
used to guide the drone with the drone's engine being produced by Williams
International.
The CAD manufactures portions of the Boeing 747, 757, 767 and 777
jetliners, the Gulfstream IV and V business jets, and the McDonnell Douglas
C-17. Northrop Grumman has been a principal airframe subcontractor for the
Boeing 747 jetliner since the program began in 1966. The company produces
the fuselage and aft body section for the 747 as well as cargo and
passenger doors, the vertical and horizontal body stabilizers, floor beams
and smaller structural components. The majority of the Boeing jetliner
work is performed at CAD's primary production sites in Hawthorne,
California; Grand Prairie, Texas; and Stuart, Florida. CAD manufactures
engine nacelles for the Gulfstream IV and other business jets and recently
initiated production of the wings for Gulfstream's newest business jet, the
Gulfstream V. CAD also produces the empennage, engine nacelles and control
surfaces for the McDonnell Douglas C-17 program, the U.S. Air Force's most
advanced airlifter, at various locations. The work performed on the C-17,
Gulfstream IV and V, 757, 767, 777 and some of the components of the 747
were added as a result of the Grumman and Vought acquisitions.
The Northrop Grumman designed and built all-weather E-2C Hawkeye
Airborne Early Warning Command and Control aircraft has been in active
service with the U.S. Navy since 1973 and is also employed by the air
forces of five other nations. The E-2C is produced by the company's ESID.
ECM denotes electronic countermeasures equipment manufactured by the
ESID. The largest program in this business area is the AN/ALQ-135, which
is an internally mounted radar jammer deployed on F-15 fighter aircraft as
part of that aircraft's Tactical Electronic Warfare System. The AN/ALQ-162
Shadowbox is a jammer built specifically to counter continuous wave radars.
The AN/ALQ-162 has been installed on the AV-8B and certain foreign F/A-18
aircraft. It is also being deployed on U.S. Army helicopters and special
mission aircraft and it has been sold to the air forces of three other
nations.
ESID also produces the E-8 Joint Surveillance Target Attack Radar
System (Joint STARS). Joint STARS detects, locates, classifies, tracks and
targets potentially hostile ground movement in all weather. It is designed
to operate around the clock, in constant communication through secure data
links with air force command posts, army mobile ground stations or centers
of military analysis far from the point of conflict. The Joint STARS
platform is a remanufactured Boeing 707-300 airframe. The 707 is
remanufactured at Northrop Grumman's Lake Charles, Louisiana site. Final
installation of electronics and testing are performed at the ESID
integration and test facility in Melbourne, Florida.
NORTHROP GRUMMAN CORPORATION
The ESID, as the prime contractor to the U.S. Army, is developing a
"brilliant" anti-armor submunition, designated as BAT, with production
scheduled to commence in 1998. BAT is a three foot long, 44 pound, wide-
area-attack submunition that will be used to disable and destroy armored
vehicles and trucks. BATs are meant to be carried and dispensed by a
larger missile. BATs are designed to be ejected over an armored vehicle
column or attacking formation. Each BAT has an infrared sensor that can
home in on the heat generated by a vehicle's engine, and an acoustic sensor
that can home in on the noise created by the tank or truck's engine.
Northrop Grumman's DSSD designs, develops, operates and supports
computer systems for scientific and management information. Services
provided include systems integration, systems service, information
conversion and training for federal, state and local governments and
private industry. DSSD also provides military base support functions and
aircraft maintenance at a number of U.S. Government facilities.
Tables of contract acquisitions, sales and funded order backlog by
major program, follow and complement industry segment data. B-2, F/A-18,
Boeing Jetliners (the 747, 757, 767 and 777) and C-17 are currently the
major programs of the military and commercial aircraft industry segment. E-
2C Hawkeye, ECM, E-8 Joint STARS and BAT are included in the electronics
and systems integration industry segment. The Tri-Service Standoff Attack
Missile (TSSAM), the segment's principal program in 1994 and prior years,
and aerial targets are included in the company's MUVS industry segment.
The "all other" category includes the data systems and other services as
well as the balance of the company's numerous other contracts, classified
and unclassified.
Individual companies prosper in the competitive aerospace/defense
environment according to their ability to develop and market innovative
products. They must also have the ability to provide the people,
facilities, equipment and financial capacity needed to deliver those
products with maximum efficiency. It is necessary to maintain, as the
company has, sources for raw materials, fabricated parts, electronic
components and major subassemblies. In this manufacturing and systems
integration environment, effective oversight of subcontractors and
suppliers is as vital to success as managing internal operations. Northrop
Grumman's operating policies are designed to enhance these capabilities.
The company also believes that it maintains good relations with its
employees, a relatively small number of whom are covered by collective
bargaining agreements.
U.S. Government programs in which Northrop Grumman either
participates, or strives to participate, must compete with other programs
for consideration during our nation's budget formulation and appropriation
processes. As a consequence of the end of the Cold War and pressure to
reduce the federal budget deficit, the U.S. defense budget is not expected
to increase substantially in the near term. Budget decisions made in this
environment will have long-term consequences for the size and structure of
Northrop Grumman and the entire defense industry. An important factor in
determining Northrop Grumman's ability to successfully compete for future
contracts will be its cost structure vis-a-vis other bidders.
NORTHROP GRUMMAN CORPORATION
Although the ultimate size of future defense budgets remains
uncertain, the defense needs of the nation are expected to provide
substantial research and development (R&D) and other business for the
company to pursue well into the future.
Northrop Grumman has historically concentrated its efforts in such
high technology areas as stealth, airborne surveillance, battle management,
precision weapons and systems integration. Even though a high priority has
been assigned by the Department of Defense to the company's major programs,
there remains the possibility that one or more of them may be reduced,
stretched or terminated.
In the commercial aircraft market, many airlines have recently
deferred deliveries and purchases of new aircraft. This has caused The
Boeing Company to reduce scheduled production of various jetliners,
including the 747. As a result, Northrop Grumman's subcontract workload
for the 747, the company's largest commercial program, was stretched out
beginning in late 1993, with deliveries declining 43 percent in 1994, with
a further 23 percent decline in 1995. Business conditions in the
commercial aircraft industry appear to be on the upswing. The three major
producers of jetliners recorded more than twice the number of new aircraft
orders in 1995 than in 1994. This positive trend is expected to continue
in 1996, potentially signifying a new commercial airplane buying cycle.
Northrop Grumman, with its involvement on various Boeing jetliners, remains
optimistic about the long-term prospects for its commercial structures
business.
Northrop Grumman pursues new business opportunities when justified by
acceptable financial returns and technological risks. The company examines
opportunities to acquire or invest in new businesses and technologies to
strengthen its traditional business areas. Northrop Grumman continues to
capitalize on its technologies and skills by entering into joint ventures,
partnerships or associations with other companies.
NORTHROP GRUMMAN CORPORATION
<TABLE>
Results Of Operations By Industry Segment And Major Customer
<CAPTION>
Year ended December 31,$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Revenue:
Military and Commercial Aircraft
United States Government $ 3,371 $ 3,896 $ 3,570 $ 3,864 $ 3,728
Other customers 826 687 543 560 553
Intersegment sales 187 52 1 1 1
4,384 4,635 4,114 4,425 4,282
Electronics and Systems Integration
United States Government 1,831 1,135 582 677 738
Other customers 228 306 15 9 18
Intersegment sales 103 106 114 120 118
2,162 1,547 711 806 874
Data Systems and OtherServices
United States Government 363 309 79 88 95
Other customers 52 30
Intersegment sales 11 22
426 361 79 88 95
Missiles and Unmanned Vehicle Systems
United States Government 138 332 250 329 541
Other customers 9 16 24 23 21
147 348 274 352 562
Intersegment eliminations (301) (180) (115) (121) (119)
Total revenue $ 6,818 $ 6,711 $ 5,063 $ 5,550 $ 5,694
Operating Profit(Loss)
Military and Commercial Aircraft $ 437 $ 463 $ 387 $ 357 $ 384
Electronics and Systems Integration 179 122 56 63 54
Data Systems and Other Services 15 14 4 3 4
Missiles and Unmanned Vehicle Systems 1 (18) (185) (135) 33
Total operating profit 632 581 262 288 475
Adjustments to reconcile
operating profit to operating margin:
Other(income)deductions included above (6) (3) (2) 10
State and local income taxes (37) (28) (18) (12) (30)
General corporate expenses (109) (113) (96) (105) (107)
Retiree benefit cost included
in contract costs 114 80 9 7 22
Retiree benefit income(cost) (64) (33) 39 42 (24)
Special termination benefits (282)
Operating margin $ 536 $ 199 $ 193 $ 218 $ 346
</TABLE>
NORTHROP GRUMMAN CORPORATION
<TABLE>
Year ended December 31, $ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Contract Acquisitions
Military and Commercial Aircraft $ 1,906 $ 8,122 $ 3,764 $ 3,072 $ 6,297
Electronics and Systems Integration 2,408 3,121 616 568 722
Data Systems and Other Services 419 526 75 89 83
Missiles and Unmanned Vehicle Systems (141) 196 352 435 450
Total acquisitions $ 4,592 $11,965 $ 4,807 $ 4,164 $ 7,552
Funded Order Backlog
Military and Commercial Aircraft $ 6,898 $ 9,189 $ 5,650 $ 5,999 $ 7,351
Electronics and Systems Integration 2,728 2,379 699 680 798
Data Systems and Other Services 234 230 43 47 46
Missiles and Unmanned Vehicle Systems 87 375 527 449 366
Total backlog $ 9,947 $12,173 $ 6,919 $ 7,175 $ 8,561
Identifiable Assets
Military and Commercial Aircraft $ 2,369 $ 2,974 $ 1,793 $ 1,849 $ 1,913
Electronics and Systems Integration 1,948 1,754 325 360 445
Data Systems and Other Services 497 485 104 115 109
Missiles and Unmanned Vehicle Systems 90 190 175 272 280
Operating assets 4,904 5,403 2,397 2,596 2,747
General corporate 551 644 542 566 381
Total assets $ 5,455 $ 6,047 $ 2,939 $ 3,162 $ 3,128
Capital Expenditures
Military and Commercial Aircraft $ 80 $ 75 $ 71 $ 46 $ 57
Electronics and Systems Integration 36 33 30 34 22
Data Systems and Other Services 11 14 25 34 31
Missiles and Unmanned Vehicle Systems 3 11 8 7 7
General corporate 3 1 1 2 1
Total expenditures $ 133 $ 134 $ 135 $ 123 $ 118
Depreciation and Amortization
Military and Commercial Aircraft $ 165 $ 155 $ 142 $ 85 $ 96
Electronics and Systems Integration 84 76 40 39 42
Data Systems and Other Services 27 27 24 25 21
Missiles and Unmanned Vehicle Systems 6 11 7 10 10
General Corporate 1 1 1 2
Total depreciation and amortization $ 283 $ 269 $ 214 $ 160 $ 171
</TABLE>
NORTHROP GRUMMAN CORPORATION
Northrop Grumman, as well as many other companies in the defense
industry, suffered the effects of the Department of Defense's practice in
the 1980s of structuring new, high-risk research and development contracts,
such as TSSAM, as fixed-price or capped cost-reimbursement type contracts.
Although Northrop Grumman has stopped accepting these types of contracts,
it has experienced financial losses on TSSAM and other similar programs
acquired under them in the past. The company received a termination for
convenience notice on the TSSAM program in February 1995. In the event of
termination for convenience, contractors are normally protected by
provisions covering reimbursement for all costs incurred subsequent to
termination. The company does not expect that the TSSAM termination will
have a material financial effect on the company's financial position.
Prime contracts with various agencies of the U.S. Government and
subcontracts with other prime contractors are subject to a profusion of
procurement regulations, with noncompliance found by any one agency
possibly resulting in fines, penalties, debarment or suspension from
receiving additional contracts with all agencies. Given the company's
dependence on U. S. Government business, suspension or debarment could have
a material adverse affect on the company's future. Moreover, these
contracts may be terminated at the Government's convenience as was done
with the TSSAM program. While Northrop Grumman conducts most of its
business with the U.S. Government, principally the Department of Defense,
commercial sales still represent a significant portion of total revenue.
Federal, state and local laws relating to the protection of the
environment affect the company's manufacturing operations. The company has
provided for the estimated cost to complete remediation where it is
probable that the company will incur such costs in the future, including
those for which it has been named a Potentially Responsible Party (PRP) by
the Environmental Protection Agency or similarly designated by other
environmental agencies. The company has been designated a PRP under
federal Superfund laws at 11 hazardous waste sites and under state
Superfund laws at seven sites. It is difficult to estimate the timing and
ultimate amount of environmental cleanup costs to be incurred in the future
due to the uncertainties, regarding the extent of the required cleanup and
the status of the law, regulations and their interpretations. Nonetheless,
to assess the potential impact on the company's financial statements,
management estimates the total reasonably possible remediation costs that
could be incurred by the company. Such estimates take into consideration
the professional judgment of the company's environmental engineers and,
when necessary, consultation with outside environmental specialists. In
most instances, only a range of reasonably possible costs can be estimated.
However, in the determination of accruals the most probable amount is used
when determinable and the minimum is used when no single amount is more
probable. The company records accruals for environmental cleanup costs in
the accounting period in which the company's responsibility is established
and the costs can be reasonably estimated. Management estimates that at
December 31, 1995, the reasonable range of future costs for environmental
remediation, including Superfund sites, is $39 million to $63 million, of
which $41 million has been accrued. The amount accrued has not been offset
by potential recoveries from insurance carriers or other PRPs. Should
other PRPs not pay their allocable share of remediation costs the company
may have to incur costs in addition to those already estimated and accrued.
The company is making the necessary investments to comply with
environmental laws; the amounts, while not insignificant, are not
considered material to the company's financial position or results of its
operations.
NORTHROP GRUMMAN CORPORATION
Measures of Volume
Contract acquisitions tend to fluctuate and are determined by the size and
timing of new and add-on orders. The effects of multi-year orders and/or
funding can be seen in the highs and lows shown in the following table.
The funded order backlog of Grumman and Vought on the date the companies
were acquired are reflected as acquisitions in 1994. The 757, 767, 777
(included in Boeing Jetliners category), E-2, E-8 Joint STARS, and C-17
programs were acquired as part of Grumman and Vought.
B-2 acquisitions in 1995 include incremental funding for ongoing
development work, spares and other customer support for the 20 operational
aircraft program. In 1994 $2.4 billion of funding to complete the last
five B-2 production aircraft was received as well as incremental funding
for ongoing development work, spares and other customer support. The
company still stands to gain future new post-production business, such as
airframe depot maintenance, repair of components, operational software
changes and product improvement modifications. The debate over the future
of the B-2, which is built in the nation's only active bomber producing
facility, is now taking place. Without future production orders the
nation's multi-billion dollar investment in this capability will be
disassembled and become retrievable only at a large additional cost.
Contract Acquisitions
$ in millions 1995 1994 1993 1992 1991
B-2 $ 475 $ 3,646 $ 2,632 $ 2,235 $ 4,794
E-8 Joint STARS 608 1,151
Boeing Jetliners 464 1,177 242 76 870
E-2 475 1,136
F/A-18C/D 650 211 89 576 564
F/A-18E/F 238 249 743 131 10
ECM 590 323 445 361 431
C-17 208 434
BAT 87 88 90 147 82
TSSAM (153) 157 248 349 369
All other 950 3,393 318 289 432
$ 4,592 $11,965 $ 4,807 $ 4,164 $ 7,552
Orders for 128 F/A-18C/D shipsets were finalized in 1995.
Acquisitions in 1994 and 1993 included long-lead funding received from the
McDonnell Douglas Corporation for new F/A-18C/D shipsets.
Advance funding for the next phase of the 747 jetliner programs was
received from the Boeing Company in 1995. In 1993, additional contract
value was received for, among other things, extending the delivery schedule
of the current phase of the 747 into 1996.
ECM acquisitions for 1995 included an award of $279 million from the
United Kingdom Ministry of Defence to develop and produce directed infrared
countermeasures systems.
NORTHROP GRUMMAN CORPORATION
The balance of Grumman and Vought funded order backlog at the dates of
acquisition, for those programs not listed in the table, is included in the
"all other" category and accounts for the major increase in 1994 over 1993.
Year-to-year sales vary less than contract acquisitions and reflect
performance under new and ongoing contracts. The 1994 results of
operations include Grumman and Vought since the acquisitions in April and
August 1994, respectively. Comparative results for 1993 and prior do not
include Grumman and Vought data.
Sales for 1995 were the highest in the company's history and were 2
percent higher than in 1994. Without the Grumman and Vought acquisitions,
sales for 1994 would have declined 10 percent from the 1993 level.
Net Sales
$ in millions 1995 1994 1993 1992 1991
B-2 $1,914 $2,392 $2,881 $3,212 $3,100
E-8 Joint STARS 613 345
Boeing Jetliners 569 483 531 549 540
E-2 566 409
F/A-18C/D 418 309 362 492 562
F/A-18E/F 404 508 279 118 10
ECM 351 357 372 378 415
C-17 244 121
BAT 90 88 100 135 71
TSSAM 81 276 179 265 390
All other 1,568 1,423 359 401 606
$6,818 $6,711 $5,063 $5,550 $5,694
The decreasing trend in the B-2 revenues from both EMD and
production work continued in 1995. The level of EMD effort, included in
amounts reported as contract R&D, constituted 30 percent of the total B-2
revenue, up from 26 percent in 1994 and 28 percent in 1993. Current
planning data indicate that the level of overall B-2 revenue will decline
roughly 20 percent per year for the remainder of the decade.
Sales increased in 1995 for the C/D version of the F/A-18 program
with an increase of deliveries to 56, as compared to 42 shipsets delivered
in 1994 and the 52 delivered in 1993. In 1996 and 1997, the company
currently plans to deliver 68 and 36 F/A-18C/D shipsets respectively. A
total of seven shipsets were delivered under the F/A-18E/F EMD contract in
1995. F/A-18E/F revenue is expected to drop below $300 million in 1996
with the final three shipsets for the EMD phase of the program scheduled
for delivery. The Low Rate Initial Production phase of the F/A-18E/F
program is expected to begin in 1996.
Deliveries of 747 center fuselages were 24 in 1995, 31 in 1994 and 54
in 1993. Twenty-eight fuselages are expected to be delivered in 1996.
The electronics and systems integration segment revenues increased 40
percent in 1995 as a result of higher revenues on the E-2 Hawkeye and E-8
Joint STARS programs. The increase in 1994 was due to the acquisition of
Grumman which more than offset the decrease from lower BAT development
revenue and lower ECM sales. Reduced electronics segment revenues in 1993
stemmed from lower BAT development revenue, lower MX Peacekeeper sales and
lower sales in the sensor product area.
NORTHROP GRUMMAN CORPORATION
The year-end funded order backlog is the sum of the previous year-end
backlog plus the year's contract acquisitions minus the year's sales.
Backlog is converted into the following years' sales as costs are incurred
or deliveries are made. It is expected that approximately 50 percent of
the 1995 year-end backlog will be converted into sales in 1996.
Funded Order Backlog
$ in millions 1995 1994 1993 1992 1991
B-2 $ 3,736 $ 5,175 $ 3,921 $ 4,170 $ 5,147
E-8 Joint STARS 801 806
Boeing Jetliners 1,312 1,417 723 1,012 1,485
E-2 637 727
F/A-18C/D 577 345 443 716 632
F/A-18E/F 54 220 477 13
ECM 747 506 540 467 484
C-17 277 313
BAT 17 20 20 30 18
TSSAM 14 248 367 298 214
All other 1,775 2,396 428 469 581
$ 9,947 $12,173 $ 6,919 $ 7,175 $ 8,561
Total U.S. Government orders, including those made on behalf of
foreign governments (FMS), comprised 77 percent of the backlog at the end
of 1995 compared with 80 percent at the end of 1994 and 89 percent at the
end of 1993. Total foreign customer orders, including FMS, accounted for
10 percent of the backlog at the end of 1995 compared with nine percent in
1994 and three percent in 1993. Domestic commercial business in backlog at
the end of 1995 was 16 percent, 14 percent at the end of 1994 and 11
percent at the end of 1993.
Measures of Performance
The company's operating profit for 1995 was a record high and has improved
in its electronics and systems integration segment for the last two years.
These improvements stem from both increased revenue and improved operating
margin rates in that segment. Company-wide efforts to reduce costs,
install tighter business controls, improve cash management, dispose of
excess assets and more effectively utilize productive assets, are all goals
aimed at contributing to the future success of Northrop Grumman. This
financial report demonstrates the degree to which the accomplishment of
these goals is being achieved.
Operating profit in the military and commercial aircraft segment
decreased in 1995 primarily as a result of lower overall sales volume and
$31 million in expenditures for company sponsored research and development
for commercial aerostructures. The rate and amount of operating margin on
the F/A-18E/F increased in 1995 due to an increase in the rate of operating
margin being recorded on the EMD contract, which was made during the third
quarter. This resulted from the continuing evaluation of the overall
operating margin to be earned on this phase of the program. The increase
on the F/A-18E/F more than offset reduced operating margin earned, on
higher sales volume, for the F/A-18C/D.
NORTHROP GRUMMAN CORPORATION
The military and commercial aircraft industry segment operating profit
increased to its highest level ever in 1994, exceeding the previous high
reached in 1993, as margin rates improved on the B-2 and F/A-18 programs.
The rate and amount of operating margin recorded on the F/A-18E/F increased
in 1994 due to an approximately one and one half percent increase in the
rate of operating margin being recorded on the EMD contract. The F/A-18
program operating margin improved in 1994 and 1993 despite reduced F/A-
18C/D shipset deliveries in each of these years versus the previous year.
The rate and amount of operating margin recorded on the B-2 production
contract increased in 1995 as a result of negotiated contract adjustments
and a revised estimate of the overall operating margin expected to be
earned. This increase was offset by lower operating margin recorded on
decreased revenue on the other phases of the B-2 program.
B-2 operating margin improved in 1994 as the amount of margin recorded
on the delivery of four aircraft more than offset reduced operating margin
from lower production and EMD sales. Following the award of the last
increment of production funding for the B-2, the company began recording
future operating margin increases on all production aircraft as these units
are delivered and accepted by the customer. At the time each unit is
delivered an assessment is made of the status of the production contract so
as to estimate the amount of any probable additional margin available
beyond that previously recognized. That unit's proportionate share of any
such unrecognized remaining balance will then be recorded. In this fashion
it is believed that margin improvements will be recognized on a more
demonstrable basis. The current 15 production units are scheduled for
their initial delivery over a five year period, which began in December
1993. All but two units (four equivalent units for this purpose) will be
returned for scheduled retrofitting with final deliveries beginning in 1997
and ending in 2000. It is anticipated that the total of 30 equivalent
units will be delivered at a rate of from three to five per year.
Fewer deliveries and cost increases related to a stretch-out of the
current production contract for the Boeing 747 jetliner resulted in a lower
rate and amount of operating margin in 1995. The current phase of the
program is now expected to be completed in the fall of 1996. A reduction
in the rate of operating margin due to increased costs allocated, as a
result of establishing a separate commercial aircraft operating element and
fewer deliveries than in 1993, caused decreased operating profit on the 747
program in 1994.
Operating profit in the electronics and systems integration segment
reached a record level in 1995. This was a result of an increased rate of
operating margin and higher sales volume on the E-2 Hawkeye and increased
sales volume on the E-8 Joint STARS program. The electronics and systems
integration segment operating profit increased in 1994 due primarily to the
addition of the E-2 Hawkeye, E-8 Joint STARS and various other military
electronics programs associated with the Grumman acquisition and an
increased rate of margin recorded in the company's electronic
countermeasures business, which more than offset the $8 million in
provisions recorded by the ESID-Norwood operation for unrecoverable costs
incurred.
The 13 percent sales decline in the electronics and systems
integration segment for 1993 from the level achieved in 1992 was
accompanied by an 11 percent decline in operating profit. Lower margins in
the sensor product area and on the BAT program more than offset the
increase in ECM operating margin.
A loss provision of $20 million was made during 1994 on the TSSAM
development contract and followed a similar provision of $201 million in
1993. The recording of the expected loss from the performance of this
long-term fixed-price R&D contract caused major losses in the MUVS segment
during three of the last five years. Production delays caused increased
amounts of sustaining labor to be absorbed by the development phase of the
program in which the company has invested over $600 million. The ultimate
loss on this contract will depend on
the resolution of pending claims against the U.S. Government. The company
is unable to predict whether it will realize some or all of its claims
against the U.S. Government from the TSSAM contract. The company does not
expect the termination of the program to have a material adverse financial
impact on the company.
NORTHROP GRUMMAN CORPORATION
Operating margin in 1995 included $23 million of pension income
compared with $36 million in 1994, and $71 million in 1993. Also
contributing to the change from net retiree benefit income in 1993 to a net
retiree benefit cost in 1994 and 1995 was the increase in the cost of
providing retiree health care and life insurance benefits - $87 million in
1995 versus $69 million in 1994 and $32 million in 1993. A major
contributor to the net retiree benefit cost was the addition of the Grumman
and Vought retiree plans in 1994. Operating margin in 1994 was reduced by
$282 million to record the effect of an early retirement incentive program.
The Financial Accounting Standards Board's (FASB) accounting standard
No. 106 - Employers' Accounting for Postretirement Benefits Other Than
Pensions - was adopted by the company in 1991. The liability representing
previously unrecognized costs of $145 million for all years prior to 1991
was recorded as of January 1, 1991, with an after-tax effect on earnings of
$88 million or $1.86 per share.
In 1994 the company recorded a $42 million pretax charge for the
planned disposal of excess real estate and other assets. This was a result
of the company's continuing efforts to reduce operating costs and dispose
of assets which have become excess due to changes in the company's business
strategy. This charge is reported in Other Deductions in the Consolidated
Statements of Income.
Interest expense increased $28 million in 1995, following a $71
million increase in 1994 after declining $9 million in 1993. The increases
in 1995 and 1994 came primarily from the issuance of debt to finance the
acquisition of Grumman. Total debt at December 31, 1995 stood at $1.4
billion compared to $1.9 billion at the end of 1994 and $160 million at the
end of 1993.
In 1991 the company adopted FASB standard No. 109 - Accounting for
Income Taxes - and recorded, as of January 1, 1991, a benefit of $21
million, or 43 cents per share. As described in the accounting policy
footnote to the financial statements, any future change in the tax rate
would result in the immediate recognition in current earnings of the
cumulative effect on deferred tax assets and liabilities.
The company's effective federal income tax rate was 38.4 percent in
1995, 46.2 percent in 1994 and 43.5 percent in 1993. The decrease in the
1995 rate was due to a reduction in the ratio of expenses not deductible
for income taxes to the tax provision at the statutory rate of 35 percent.
The change in the 1994 rate was caused by an increase in the amount of
expenses not deductible for income taxes, primarily the amortization of
goodwill. The rate for 1993 would have been 31.8 percent but for the
effects of the retroactive application of The Revenue Reconciliation Act of
1993. The one percentage point increase in the federal statutory income
tax rate, now 35 percent, required the redetermination of the December 31,
1992 deferred tax asset and liability balances. This redetermination added
$18 million to 1993's tax provision thereby reducing earnings per share by
38 cents. During 1989, final regulations were issued concerning the
research tax credit. The company had taken a conservative approach in
calculating its tax provisions since 1981 pursuant to uncertain proposed
regulations. An exhaustive study was undertaken throughout the company to
redetermine qualifying expenditures in compliance with the final
regulations so as to recalculate prior years' tax credits and amend its tax
returns as appropriate. The benefit resulting from the conclusion of that
study was the $90 million in additional research credits recognized in the
determination of the 1991 effective tax rate of 3.2 percent.
NORTHROP GRUMMAN CORPORATION
Measures of Liquidity and Capital Resources
The improvement of the company's financial condition and liquidity
continued in 1995. Over the last three years operating cash flows have
averaged over $500 million annually. The $744 million of cash flow from
operations in 1995 was an increase of $303 million over 1994 which was an
increase of $61 million over 1993 which in turn was a $96 million increase
over that of 1992.
The trend and relationship of sales volume with accounts receivable
and inventoried cost balances, before and after the benefit of progress
payments, is a useful measure in assessing liquidity. In 1993 the
company's net investment in these balances represented 27 percent of sales.
It rose to 33 percent at the end of 1994 with the acquisition of Grumman
and Vought before decreasing to 29 percent at year-end 1995.
The following table is a condensed summary of the detailed cash flow
information contained in the Consolidated Statements of Cash Flows.
Year ended December 31 1995 1994 1993 1992 1991
Cash came from
Customers 96% 71% 99% 98% 100%
Lenders 2% 29% 1% 2%
Buyers of assets/other 2%
100% 100% 100% 100% 100%
Cash went to
Employees and suppliers of services
and materials 83% 65% 89% 93% 88%
Sellers of assets 2% 18% 1%
Lenders 12% 15% 8% 3% 9%
Suppliers of facilities/other 2% 1% 2% 2% 2%
Shareholders 1% 1% 1% 1% 1%
100% 100% 100% 100% 100%
The increased cash received from lenders in 1994 resulted from the
acquisition of Grumman, which was financed mainly through new borrowings.
Other important indicators of short-term liquidity are the trend in working
capital, the current ratio, and the ratio of long-term debt to
shareholders' equity. This information is reported in the table captioned
Selected Financial Data.
In connection with the financing of the Grumman acquisition the
company, in April 1994, replaced the $400 million credit agreement with a
new $2.8 billion Credit Agreement. The new facility provided for $600
million, available on a revolving credit basis through March 1999 and a
$2.2 billion term loan payable through March 1999. The Credit Agreement
was amended in May 1994 to increase the revolving credit line to
$800 million and reduce the term loan to $2 billion. In October 1994, the
company issued $350 million of notes due in 2004 and $250 million of
debentures due in 2024 pursuant to a public offering. The net proceeds
from the offering, along with other available funds, were used to prepay
$900 million in addition to paying the $100 million September quarterly
installment due under the term loan facility. In December 1994, the
company amended the Credit Agreement to provide for the repayment of the
remaining $1 billion balance of the term loan in 14 quarterly installments
of $62.5 million plus interest beginning in September 1995, with a final
installment of $125 million due in March 1999. Cash flow from operations
during 1994 enabled the company to prepay the $160 million of notes payable
to institutional investors due in 1995 and acquire, in the open market,
$58 million of notes due in 1999, while paying a net premium of $5 million
for the early payments of these notes. The charge for the premium is
included in Other Deductions in the Consolidated Statements of Income. Cash
flow from operations in 1995 was sufficient to allow the company to make the
$125 million required term loan payment as well as $312 million in voluntary
payments for amounts which were due through March 1997.
During 1995 the company entered into an agreement with a financial
institution to sell designated pools of its commercial accounts receivable,
in amounts up to $75 million. The company acts as an agent for the
purchaser by performing record keeping and collections functions. At
December 31, 1995, $34 million of accounts receivable had been sold.
On January 3, 1996 the company entered into a definitive agreement to
acquire the defense and electronics systems business of Westinghouse
Electric Corporation for $3 billion in cash. The company has obtained bank
commitments totaling $4.8 billion to finance the transaction and replace
its current credit agreement. The sale, which is expected to close in
March 1996, is subject to normal governmental and regulatory reviews. Any
future near-term borrowing needs will be met through the use of short-term
credit lines and the company's revolving credit agreement.
To provide for long-term liquidity the company believes it can obtain
additional capital from such sources as: the public or private capital
markets, the further sale of assets, sale and leaseback of operating
assets, and leasing rather than purchasing new assets.
The cash improvement program underway throughout the company has
produced favorable results, with the expectation that further efforts will
result in minimizing, the need to incur additional borrowings during 1996.
Cash generated from operations is expected to be sufficient in 1996 to
service debt, finance capital expansion projects and continue paying
dividends to the shareholders.
Capital expenditure commitments at December 31, 1995, were
approximately $110 million including $2 million for environmental control
and compliance purposes.
The company will continue to provide the productive capacity to
perform its existing contracts, dispose of assets no longer needed to
fulfill operating requirements, prepare for future contracts and conduct
R&D in the pursuit of developing opportunities. While these expenditures
tend to limit short-term liquidity, they are made with the intention of
improving the long-term growth and profitability of the company.
New Accounting Standards
During 1995 the company adopted the new FASB No. 121 - Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of. The adoption thereof had no material effect on the company's financial
position or operating results.
In October 1995, the Financial Accounting Standards Board issued FASB
No. 123 - Accounting for Stock-Based Compensation. This standard changes
the manner in which compensation for employee stock options is measured and
reported. The company's management is presently evaluating the impact of
this standard on the company's financial statements to determine if it will
adopt this standard. The company must decide whether or not to adopt this
new standard by the end of the first quarter of 1996.
NORTHROP GRUMMAN CORPORATION
<TABLE>
Selected Financial Data
<CAPTION>
Year ended December 31,
$ in millions, except per share 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net sales to
United States Government $5,703 $5,672 $4,481 $4,958 $5,102
The Boeing Company 569 483 531 549 540
Other customers 546 556 51 43 52
Total net sales 6,818 6,711 5,063 5,550 5,694
Net income 252 35 96 121 201
Earnings per share 5.11 .72 1.99 2.56 4.26
Cash dividends per share 1.60 1.60 1.60 1.20 1.20
Net working capital 357 467 481 354 611
Current ratio 1.21 to 1 1.24 to 1 1.45 to 1 1.25 to 1 1.51 to 1
Total assets $5,455 $6,047 $2,939 $3,162 $3,128
Long-term debt 1,163 1,633 160 160 470
Total long-term obligations 2,234 2,757 468 426 688
Long-term debt as a percentage of
shareholders' equity 79.7% 126.6% 12.1% 12.8% 39.8%
Operating margin as a percentage of
Net sales 7.9 3.0 3.8 3.9 6.1
Average operating assets 10.4 5.2 7.7 8.2 12.4
Net income as a percentage of
Net sales 3.7 .5 1.9 2.2 3.5
Average assets 4.4 .8 3.1 3.8 6.5
Average shareholders' equity 18.3 2.7 7.5 9.9 18.1
Research and development expenses
Contract $1,175 $1,477 $1,603 $1,693 $1,601
Noncontract 164 121 97 93 102
Payroll and employee benefits 2,656 2,661 1,906 2,001 2,109
Number of employees at year-end 37,300 42,400 29,800 33,600 36,200
Number of shareholders at year-end 10,834 11,241 11,618 12,599 13,607
Depreciation $ 226 $ 227 $ 214 $ 160 $ 171
Amortization of
Goodwill 36 27
Other purchased intangibles 21 15
Maintenance and repairs 80 105 87 106 97
Rent expense 89 84 47 52 51
Floor area (millions of square feet)
Owned 20.1 21.3 12.9 12.6 12.2
Commercially leased 7.0 7.5 3.2 4.2 4.5
Leased from United States
Government 10.2 9.7 2.1 1.9 1.7
</TABLE>
NORTHROP GRUMMAN CORPORATION
Item 8. Financial Statements and Supplementary Data
<TABLE>
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<CAPTION>
December 31, $ in millions 1995 1994 1993 1992 1991
<C> <C> <C> <C> <C>
Assets:
Current assets
Cash and cash equivalents $ 18 $ 17 $ 100 $ 230 $ 203
Accounts receivable 1,197 1,202 820 791 860
Inventoried costs 771 1,043 569 670 693
Deferred income taxes 25 38 46 38 28
Prepaid expenses 61 47 25 31 23
Refundable federal income taxes 84
Total current assets 2,072 2,431 1,560 1,760 1,807
Property, plant and equipment at cost
Land and land improvements 192 203 118 117 117
Buildings 780 857 744 719 703
Machinery and other equipment 1,864 2,024 1,898 1,982 1,990
Leasehold improvements 64 62 29 59 65
2,900 3,146 2,789 2,877 2,875
Accumulated depreciation (1,724) (1,768) (1,773) (1,753) (1,698)
1,176 1,378 1,016 1,124 1,177
Other assets
Goodwill, net of amortization of $63 in 1995
and $27 in 1994 1,403 1,359
Other purchased intangibles, net of
amortization of $36 in 1995 and $15
in 1994 356 376
Prepaid pension cost, intangible
pension asset and benefit trust fund 99 222 278 190 98
Deferred income taxes 255 203 7 7 12
Investments in and advances to
affiliates and sundry assets 94 78 78 81 34
2,207 2,238 363 278 144
$ 5,455 $ 6,047 $ 2,939 $ 3,162 $ 3,128
</TABLE>
NORTHROP GRUMMAN CORPORATION
<TABLE>
<CAPTION>
December 31, $ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Liabilities and Shareholders' Equity:
Current liabilities
Notes payable to banks $ 65 $ 171 $ $ 100 $
Current portion of long-term debt 144 130 250 80
Trade accounts payable 360 396 324 363 407
Accrued employees' compensation 203 228 146 144 157
Advances on contracts 98 184 40 39 28
Income taxes payable 57 55 12 25
Deferred income taxes 471 413 426 389 353
Other current liabilities 317 387 131 121 146
Total current liabilities 1,715 1,964 1,079 1,406 1,196
Long-term debt 1,163 1,633 160 160 470
Accrued retiree benefits 1,048 1,070 308 266 218
Other long-term obligations 23 54
Deferred gain on sale/leaseback 16 20 23 26 29
Deferred income taxes 31 16 47 50 33
Shareholders' equity
Paid-in capital
Preferred stock, 10,000,000 shares authorized;
and none issued
Common stock, 200,000,000 shares authorized;
issued and outstanding
1995 - 49,462,615; 1994 - 49,241,642;
1993 - 48,913,403; 1992 - 47,398,303;
1991 - 47,090,248 272 265 256 207 199
Retained earnings 1,199 1,026 1,070 1,051 987
Unvested employee restricted award shares (1) (2) (2) (4)
Unfunded pension losses, net of taxes (12) (2) (2)
1,459 1,290 1,322 1,254 1,182
$ 5,455 $ 6,047 $ 2,939 $ 3,162 $ 3,128
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
NORTHROP GRUMMAN CORPORATION
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Year ended December 31,
$ in millions, except per share 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net sales $ 6,818 $ 6,711 $ 5,063 $ 5,550 $ 5,694
Cost of sales
Operating costs 5,319 5,477 4,385 4,877 4,817
Administrative and general expenses 963 753 485 455 531
Special termination benefits 282
Operating margin 536 199 193 218 346
Other income(deductions)
Interest income 1 6 2 4 11
Other, net 9 (31) 13 5
Interest expense (137) (109) (38) (47) (80)
Income before income taxes and cumulative
effect of accounting principle changes 409 65 170 180 277
Federal and foreign income taxes 157 30 74 59 9
Income before cumulative effect
of accounting principle changes 252 35 96 121 268
Cumulative effect on prior years of
changes in accounting principles for
Income taxes 21
Retiree health care and life
insurance benefits (88)
Net income $ 252 $ 35 $ 96 $ 121 $ 201
Weighted average common shares
outstanding, in millions 49.4 49.2 48.1 47.2 47.1
Earnings per share before cumulative
effect of accounting principle changes $ 5.11 $ .72 $ 1.99 $ 2.56 $ 5.69
Cumulative effect on prior years of
changes in accounting principles,
per share, for Income taxes .43
Retiree health care and life insurance benefits (1.86)
Earnings per share $ 5.11 $ .72 $ 1.99 $ 2.56 $ 4.26
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
NORTHROP GRUMMAN CORPORATION
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
<CAPTION>
Year ended December 31, $ in millions,
except per share 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Paid-in Capital
At beginning of year $ 265 $ 256 $ 207 $ 199 $ 196
Employee stock awards and options
exercised, net of forfeitures 7 9 49 8 3
At end of year 272 265 256 207 199
Retained Earnings
At beginning of year 1,026 1,070 1,051 987 843
Net income 252 35 96 121 201
Cash dividends (79) (79) (77) (57) (57)
At end of year 1,199 1,026 1,070 1,051 987
Unvested Employee Restricted Award Shares
At beginning of year (1) (2) (2) (4) (6)
Forfeitures, net of grants 1
Amortization 1 1 1 2
At end of year (1) (2) (2) (4)
Unfunded Pension Losses, Net of Taxes
At beginning of year (2) (2)
Change in excess of additional minimum
liability over unrecognized
prior service costs (12) 2 (2)
At end of year (12) (2) (2)
Total shareholders' equity $ 1,459 $ 1,290 $ 1,322 $ 1,254 $ 1,182
Book value per share $ 29.50 $ 26.20 $ 27.04 $ 26.46 $ 25.11
Cash dividends per share 1.60 1.60 1.60 1.20 1.20
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
NORTHROP GRUMMAN CORPORATION
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Year ended December 31, $ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Operating Activities
Sources of Cash
Cash received from customers
Progress payments $ 2,289 $ 2,616 $ 2,028 $ 2,647 $ 2,647
Other collections 4,355 4,767 2,924 2,914 3,050
Interest received 1 6 2 4 11
Income tax refunds received 48 11 3 3
Other cash receipts 7 13 6 5 13
Cash provided by operating activities 6,700 7,413 4,963 5,570 5,724
Uses of Cash
Cash paid to suppliers and employees 5,750 6,786 4,484 5,186 4,986
Interest paid 144 94 42 47 85
Income taxes paid 59 90 52 48 32
Other cash payments 3 2 5 5 12
Cash used in operating activities 5,956 6,972 4,583 5,286 5,115
Net cash provided by operating activities 744 441 380 284 609
Investing Activities
Payment for purchase, net of cash acquired, of
Grumman Corporation (1,842)
Vought Aircraft Company (12)
Additions to property, plant and equipment (133) (134) (135) (123) (118)
Proceeds from sale of property, plant and
equipment 33 17 2 5 3
Proceeds from sale of affiliates 5 8
Proceeds from sale of marketable securities 28
Funding of retiree benefit trust (31)
Dividends from affiliates, net of
investments 5 2 (47)
Other investing activities (21) 6 (8)
Net cash used in investing activities (116) (1,963) (123) (165) (123)
Financing Activities
Borrowings under lines of credit 153 2,371 55 100
Repayment of borrowings under
lines of credit (259) (1,200) (155)
Proceeds from issuance of long-term debt 600
Principal payments of long-term debt/capital
leases (446) (251) (251) (140) (400)
Proceeds from issuance of stock 4 7 41 5 1
Dividends paid (79) (79) (77) (57) (57)
Other financing activities (9)
Net cash provided by (used in)
financing activities (627) 1,439 (387) (92) (456)
Increase(decrease) in cash
and cash equivalents 1 (83) (130) 27 30
Cash and cash equivalents balance
at beginning of year 17 100 230 203 173
Cash and cash equivalents balance
at end of year $ 18 $ 17 $ 100 $ 230 $ 203
</TABLE>
NORTHROP GRUMMAN CORPORATION
<TABLE>
<CAPTION>
Year ended December 31, $ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Net income $ 252 $ 35 $ 96 $ 121 $ 201
Adjustments to reconcile net income
to net cash provided
Depreciation 226 227 214 160 171
Amortization of intangible assets 57 42
Common stock issued to employees 1 3 3 4
Amortization of restricted award shares 1 1 1 2
Loss on disposals of property,
plant and equipment 34 33 26 11 6
Cumulative effect on prior years of
changes in accounting principles for
Income taxes (21)
Retiree health care and life insurance benefits 88
Noncash retiree pension cost(income) (50) (47) (40) (43) 14
Special termination benefits 282
Amortization of deferred gain on
sale/leaseback (4) (3) (3) (3) (3)
Decrease(increase) in
Accounts receivable 197 209 (4) 339 1,058
Inventoried costs 426 (368) 142 63 123
Prepaid expenses 108 (41) (10) (17) (8)
Refundable income taxes 84 (84)
Increase(decrease) in
Progress payments (282) 407 (90) (340) (1,054)
Accounts payable and accruals (234) (268) (29) (44) 114
Provisions for contract losses (143) (84) 36 9 (100)
Provisions for disposal of
real estate and other assets (8) 42 1 1 2
Deferred income taxes 84 78 26 48
Income taxes payable 2 (25) 12 (25) 13
Other noncash transactions (6) 4 (1)
Net cash provided by operating activities $ 744 $ 441 $ 380 $ 284 $ 609
Noncash Investing and Financing Activities:
Purchase of Grumman Corporation
Fair value of assets acquired $ 3,495
Cash paid (2,129)
Liabilities assumed $ 1,366
Purchase of Vought Aircraft Company
Fair value of assets acquired $ 722
Cash paid (130)
Liabilities assumed $ 592
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
NORTHROP GRUMMAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the
corporation and its subsidiaries. All material intercompany accounts,
transactions and profits are eliminated in consolidation.
The company's financial statements are in conformity with generally
accepted accounting principles. The preparation thereof requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingencies at
the date of the financial statements as well as the reported amounts of
revenues and expenses during the reporting period. Estimates have been
prepared on the basis of the most current and best available information
and actual results could differ from those estimates.
Nature of Operations
Northrop Grumman is a major producer of military and commercial aircraft
sub-assemblies and defense electronics and is the prime contractor on the
U.S. Air Force B-2 Stealth Bomber. The company operates in the military
and commercial aircraft, electronics and systems integration, data systems
and other services, and missiles and unmanned vehicle systems industry
segments within the broadly defined aerospace industry. The majority of
the company's products and services are sold to the U.S. Government and the
company is therefore affected by the federal budget process and the
competition in the aerospace and defense environment.
Sales to the U.S. Government (including foreign military sales) are
reported within each industry segment and in total in the Selected
Financial Data. The company does not conduct a significant volume of
activity through foreign operations or in foreign currencies.
Descriptions of the company's principal products and services along
with industry segment data, which is considered to be an integral part of
these financial statements, can be found in the Management's Discussion and
Analysis section of this report. Intersegment sales are transacted at cost
incurred with no profit added. Operating profit is defined to include the
Other Income earned by each industry segment, but to exclude costs
allocated to segments for General Corporate Expenses and State and Local
Income Taxes. For segment reporting, the amount of the costs of retiree
benefit plans (pension and nonpension) allocable to contracts as determined
by government cost accounting standards captioned Retiree Benefit Cost
Included in Contract Costs and the income(cost) of retiree benefit plans
(pension and nonpension) as calculated in conformity with financial
accounting standards captioned Retiree Benefit Income(Cost) are shown
separately from general corporate expenses so as not to distort operating
profit as reported by industry segment. General corporate assets include
cash and cash equivalents, corporate office furnishings and equipment,
other unallocable property, investments in affiliates, prepaid pension
cost, intangible pension asset, benefit trust fund assets and certain
assets held for sale.
NORTHROP GRUMMAN CORPORATION
Sales
Sales under cost-reimbursement, service, research and development, and
construction-type contracts are recorded as costs are incurred and include
estimated earned fees or profits calculated on the basis of the
relationship between costs incurred and total estimated costs (cost-to-cost
type of percentage-of-completion method of accounting). Construction-type
contracts embrace those fixed-price type contracts that provide for the
delivery at a low volume per year or a small number of units after a
lengthy period of time over which a significant amount of costs have been
incurred. Sales under other types of contracts are recorded as deliveries
are made and are computed on the basis of the estimated final average unit
cost plus profit (units-of-delivery type of percentage-of-completion method
of accounting).
Certain contracts contain provisions for price redetermination or for
cost and/or performance incentives. Such redetermined amounts or incentives
are included in sales when the amounts can reasonably be determined. In the
case of the B-2 bomber production contract, future changes in operating
margin will be recognized on a units-of-delivery basis and recorded as each
equivalent production unit is delivered. Amounts representing contract
change orders, claims or limitations in funding are included in sales only
when they can be reliably estimated and realization is probable. In the
period in which it is determined that a loss will result from the
performance of a
contract, the entire amount of the estimated ultimate loss is charged
against income. Loss provisions are first offset against costs that are
included in assets, with any remaining amount reflected in Other Current
Liabilities. Other changes in estimates of sales, costs, and profits are
recognized using the cumulative catch-up method of accounting. This method
recognizes in the current period the cumulative effect of the changes on
current and prior periods. Hence, the effect of the changes on future
periods of contract performance is recognized as if the revised estimates
had been the original estimates.
Contract Research and Development
Customer-sponsored research and development costs (direct and indirect
costs incurred pursuant to contractual arrangements) are accounted for like
other contracts.
Noncontract Research and Development
This category includes independent research and development costs and
company-sponsored research and development costs (direct and indirect costs
not recoverable under contractual arrangements). Independent research and
development (IR&D) costs are included in administrative and general
expenses (indirect costs allocable to U.S. Government contracts) while
company-sponsored research and development costs are charged against income
as incurred.
NORTHROP GRUMMAN CORPORATION
Environmental Costs
Environmental liabilities are accrued when the company determines its
responsibility for cleanup costs and such amounts are reasonably estimable.
When only a range of amounts is established and no amount within the range
is better than another, the minimum amount in the range is recorded. The
company does not anticipate and record insurance recoveries before
collection is probable.
Interest Rate Swap Agreements
The company may enter into interest rate swap agreements to offset the
variable rate characteristic of certain variable rate term loans
outstanding under the company's Credit Agreement. Interest on these
interest rate swap agreements is recognized as an adjustment to interest
expense in the period incurred.
Income Taxes
Provisions for federal, state and local income taxes are calculated on
reported financial statement pretax income based on current tax law and
also include, in the current period, the cumulative effect of any changes
in tax rates from those used previously in determining deferred tax assets
and liabilities. Such provisions differ from the amounts currently payable
because certain items of income and expense are recognized in different
time periods for financial reporting purposes than for income tax purposes.
The company accounts for certain contracts in process using different
methods of accounting for financial statements and tax reporting and thus
provides deferred taxes on the difference between the financial and taxable
income reported during the performance of such contracts.
State and local income and franchise tax provisions are included in
administrative and general expenses.
Earnings per Share
Earnings per share are based on the weighted average number of shares of
common stock outstanding during each period, after giving recognition to
stock splits and stock dividends. The dilutive effect of common stock
equivalents, shares under stock options, was insignificant.
Cash and Cash Equivalents
Cash and cash equivalents include interest-earning debt instruments that
mature in three months or less from the date purchased.
Accounts Receivable
Accounts receivable include amounts billed and currently due from customers
under all types of contracts; amounts currently due but unbilled (primarily
related to contracts accounted for under the cost-to-cost type of
percentage-of-completion method of accounting), certain estimated contract
changes, claims in negotiation and amounts retained by the customer pending
contract completion.
NORTHROP GRUMMAN CORPORATION
Inventoried Costs
Inventoried costs primarily relate to work in process under fixed-price
type contracts (excluding those included in unbilled accounts receivable as
previously described). They represent accumulated contract costs less the
portion of such costs allocated to delivered items. Accumulated contract
costs include direct production costs, factory and engineering overhead,
production tooling costs, and allowable administrative and general expenses
(except for general corporate expenses and IR&D allocable to commercial
contracts, which are charged against income as incurred).
In accordance with industry practice, inventoried costs are classified
as a current asset and include amounts related to contracts having
production cycles longer than one year.
Depreciable Properties
Property, plant and equipment owned by the company are depreciated over the
estimated useful lives of individual assets. Capital leases providing for
the transfer of ownership upon their expiration or containing bargain
purchase options are amortized over the estimated useful lives of
individual assets. Most of these assets are depreciated using
declining-balance methods, with the remainder using the straight-line
method, with the following lives:
Years
Land improvements 4-25
Buildings 4-45
Machinery and other equipment 2-20
Leasehold improvements Length of lease
Goodwill and Other Purchased Intangible Assets
Goodwill and other purchased intangible assets are amortized on a straight-
line basis over periods of 40 years and a weighted average 23 years,
respectively. Goodwill and other purchased intangibles balances are
included in the identifiable assets of the industry segment to which they
have been assigned and amortization is charged against the respective
industry segment operating profit. The future profitability and cash flow
of the operations to which they relate are evaluated annually. These
factors, along with management's plans with respect to the operations are
considered in assessing the recoverability of goodwill and other purchased
intangibles.
NORTHROP GRUMMAN CORPORATION
Acquisitions
In April 1994, the company purchased the outstanding stock of Grumman
Corporation (Grumman) at a cost of $2.1 billion and financed the
transaction mainly with new borrowings. The operations of Grumman since
acquisition are included in the industry segments to which products are
associated.
In August 1994 the company purchased the remaining 51 percent interest
in Vought Aircraft Company (Vought) for $130 million cash. The company had
previously purchased a 49 percent interest in Vought for $45 million in
September 1992. The operations of Vought since August 1994 are included in
the military and commercial aircraft industry segment.
The purchase method of accounting was used to record both acquisitions
with estimated fair values being assigned to assets and liabilities. The
excess of the purchase price over the net tangible assets acquired was
assigned to identifiable intangible assets and the balance to goodwill.
The following unaudited proforma financial information combines
Northrop's, Grumman's and Vought's results of operations as if the
acquisitions had taken place on January 1, 1993, and is not necessarily
indicative of future operating results for Northrop Grumman.
$ in millions, except per share 1994 1993
Sales $7,770 $8,653
Net income 57 112
Earnings per share 1.16 2.33
ACCOUNTS RECEIVABLE
Unbilled amounts represent sales for which billings have not been presented
to customers at year end, including differences between actual and
estimated overhead and margin rates. These amounts are usually billed and
collected within one year, progress payments are however received on a
number of fixed-price contracts accounted for using the cost-to-cost type
percentage-of-completion method.
Amounts due upon contract completion are retained by customers until
work is completed and customer acceptance is obtained.
The company entered into an agreement in 1995 with a financial
institution to sell designated pools of its commercial accounts
receivables, with limited recourse, in amounts up to $75 million. Under
the agreement, new receivables are sold as previously sold amounts are
collected. The accounts receivable are sold at a loss which is included in
cost of sales in the period incurred. The company acts as an agent for the
purchaser by performing record keeping and collection function. At
December 31, 1995, $34 million of accounts receivable had been sold.
Accounts receivable at December 31, 1995, are expected to be collected
in 1996 except for approximately $93 million due in 1997 and $29 million
due in 1998 and later. These amounts principally relate to long-term
contracts with the U.S. Government.
Allowances for doubtful amounts represent mainly estimates of overhead
type costs which may not be successfully negotiated and collected.
NORTHROP GRUMMAN CORPORATION
<TABLE>
Accounts receivable were comprised of the following:
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Due from U.S. Government, long-term contracts
Current accounts
Billed $ 261 $ 420 $ 65 $ 82 $ 70
Unbilled 3,235 3,140 3,050 3,100 3,518
Progress payments received (2,426) (2,532) (2,410) (2,467) (2,777)
Net current accounts 1,070 1,028 705 715 811
Due upon contract completion 9 55 14 19 4
1,079 1,083 719 734 815
Due from other customers, long-term contracts
Current accounts
Billed 14 74 66 31 37
Unbilled 50 41 43 48 15
64 115 109 79 52
Total due, long-term contracts 1,143 1,198 828 813 867
Trade and other accounts receivable
Due from U.S. Government 61 34 36 28 38
Due from other customers 61 34 13 7 7
Total due, trade and other 122 68 49 35 45
1,265 1,266 877 848 912
Allowances for doubtful amounts (68) (64) (57) (57) (52)
$ 1,197 $ 1,202 $ 820 $ 791 $ 860
</TABLE>
<TABLE>
INVENTORIED COSTS
Inventoried costs were comprised of the following:
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Production costs of contracts in process $ 1,033 $ 1,384 $ 800 $ 920 $ 976
Administrative and general expenses 166 270 95 109 106
1,199 1,654 895 1,029 1,082
Progress payments received (428) (611) (326) (359) (389)
$ 771 $ 1,043 $ 569 $ 670 $ 693
</TABLE>
Inventoried costs relate to long-term contracts in process and include
expenditures for raw materials and work in process beyond what is required
for recorded orders. These expenditures are incurred to help maintain
stable and efficient production schedules. However, no material amount
representing claims, learning curve, unamortized tooling or other deferred
costs is included in inventoried costs.
The ratio of inventoried administrative and general expenses to total
inventoried costs is assumed to be the same as the ratio of total
administrative and general expenses to total contract costs.
According to the provisions of U.S. Government contracts, the customer
has title to, or a security interest in, substantially all inventories
related to such contracts.
NORTHROP GRUMMAN CORPORATION
INCOME TAXES
Income tax expense, both federal and foreign (which arises primarily from
work performed abroad by domestic operations), was comprised of the
following:
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<C> <C> <C> <C> <C> <C>
Currently payable
Federal income taxes $ 76 $ 61 $ 41 $ 7 $ 11
Foreign income taxes 1 1 1 1
77 62 42 8 11
Change in deferred federal income taxes 80 (32) 32 51 (2)
$ 157 $ 30 $ 74 $ 59 $ 9
</TABLE>
Income tax expense differs from the amount computed by multiplying the
statutory federal income tax rate times the income before income taxes due
to the following:
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Income tax expense at statutory rate $ 143 $ 23 $ 59 $ 61 $ 94
Goodwill amortization 13 9
Provision for nondeductible expenses 4 4 1 1 8
Benefit from ESOP dividends (3) (4) (4) (3) (3)
Dividend exclusion (2)
Retroactive effect of statutory rate increase 18
Research and experimentation tax credit (90)
$ 157 $ 30 $ 74 $ 59 $ 9
</TABLE>
The research and experimentation tax credit shown for 1991 was the
result of an internal company study that determined the amount earned over
the years 1981 through 1990 in excess of the amount previously recognized
for those years pending final government regulations which were not issued
until 1989.
Deferred income taxes arise because of differences in the treatment of
income and expense items for financial reporting and income tax purposes.
The principal type of temporary difference stems from the recognition of
income on contracts being reported under different methods for tax purposes
than for financial reporting. Effective January, 1991, the company adopted
FASB Statement No. 109 - Accounting for Income Taxes.
The tax effects of significant temporary differences and carryforwards
that gave rise to year-end deferred federal and state tax balances, as
categorized in the Consolidated Statements of Financial Position, were as
follows:
NORTHROP GRUMMAN CORPORATION
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Deferred tax assets
Deductible temporary differences
Retiree benefit plan expense $ 421 $ 409 $ 21 $ 21 $ 16
Provision for estimated expenses 25 39 28 27 26
Income on contracts 14 17 21 13 8
Other 35 52 2 2 3
495 517 72 63 53
Taxable temporary differences
Purchased intangibles (124) (133)
Excess tax over book depreciation (71) (94)
Retiree benefit plan income (18) (48) (19) (15) (7)
Administrative and general expenses
period costed for tax purposes (2) (1) (3) (6)
(215) (276) (19) (18) (13)
$ 280 $ 241 $ 53 $ 45 $ 40
Deferred tax liabilities
Taxable temporary differences
Income on contracts $ 795 $ 744 $ 811 $ 789 $ 772
Administrative and general expenses
period costed for tax purposes 1 18 18 18 19
Retiree benefit plan income 94 64 33
Excess tax over book depreciation 2 70 89 93
Other 15 9
813 771 993 960 917
Deductible temporary differences
Provision for estimated expenses (117) (145) (135) (120) (116)
Retiree benefit plan expense (2) (2) (106) (93) (76)
Other (9) (11) (17)
(119) (147) (250) (224) (209)
Tax carryforwards
Tax credits (102) (105) (129) (140) (150)
Alternative minimum tax credit (90) (90) (87) (40) (21)
Operating losses (54) (117) (151)
(192) (195) (270) (297) (322)
$ 502 $ 429 $ 473 $ 439 $ 386
Net deferred tax liability
Total deferred tax liabilities (taxable
temporary differences above) $ 1,028 $ 1,047 $ 1,012 $ 978 $ 930
Less total deferred tax assets (deductible
temporary differences and
tax carryforwards above) 806 859 592 584 584
$ 222 $ 188 $ 420 $ 394 $ 346
</TABLE>
The tax carryforward benefits are expected to be used in the periods
that net deferred tax liabilities mature. The expiration dates for these
tax credit carryforwards are in various amounts over the years 1996 through
2007. The alternative minimum tax credit can be carried forward
indefinitely.
NORTHROP GRUMMAN CORPORATION
NOTES PAYABLE TO BANKS AND LONG-TERM DEBT
The company has available short-term credit lines in the form of money
market facilities with several banks. The amount and conditions for
borrowing under these credit lines depend on the availability and terms
prevailing in the marketplace. No fees or compensating balances are
required for these credit facilities. At December 31, 1995, $65 million was
outstanding at a weighted average interest rate of 6.15 percent. At
December 31, 1994, $171 million was outstanding at a weighted average
interest rate of 7 percent.
Additionally, the company has a credit agreement with a group of
domestic and foreign banks. The Credit Agreement provides for two credit
facilities: $800 million available on a revolving credit basis through
March 1999 and a floating interest rate term loan payable quarterly through
March 1999.
In December 1994 the company amended the Credit Agreement to provide
for repayment of the $1 billion balance of the term loan in 14 quarterly
installments of $62.5 million plus interest beginning in September 1995,
with a final installment of $125 million due in March 1999. During 1995
the company made the $125 million required term loan payments as well as
$312 in voluntary prepayments for amounts which were due through March
1997. The borrowings under the term loans bear interest at various rates
generally equal to the London Interbank Offered Rate (LIBOR) plus .43
percent. At December 31, 1995, $563 million was outstanding at a weighted
average interest rate of 6.31 percent. Principal payments permanently
reduce the amount available under this agreement as well as the debt
outstanding.
In 1995 there were no borrowings under the company's revolving credit
facility. The company paid an average facility fee in 1995 of .18 percent
per annum on the total amount of the revolving credit facility. Under
these agreements, in the event of a "change in control," the banks are
relieved of their commitments. Compensating balances are not required
under these agreements.
The company's credit agreements contain restrictions relating to the
payment of dividends, acquisition of the company's stock, aggregate
indebtedness for borrowed money and the maintenance of shareholders'
equity. At December 31, 1995, $413 million of retained earnings were
unrestricted as to the payment of dividends. Total indebtedness for all
types of borrowed money is limited under the company's credit agreement
covenants. At December 31, 1995, indebtedness was limited to $3.1 billion.
NORTHROP GRUMMAN CORPORATION
<TABLE>
Long-term debt consisted of the following:
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Notes due 1999, 8.4% $ 143 $ 153 $ $ $
Notes due 2004, 8.625% 350 350
Debentures due 2024, 9.375% 250 250
Notes payable to institutional investors 160 370 370
Mortgages and notes payable at rates from
9.5% to 12.5% with maturities through 2001 1 10
Term loans payable to banks due in quarterly
installments through 1999 at floating rates 563 1,000
Term loans payable to banks at floating rates 40 180
1,307 1,763 160 410 550
Less current portion 144 130 250 80
$ 1,163 $ 1,633 $ 160 $ 160 $ 470
</TABLE>
In November 1995 the notes due in 1999 were called for redemption at
face value, on January 2, 1996. The December 31, 1995 balance of $143
million was classified as current. The debentures due in 2024 are callable
after October 15, 2004 at a premium of 4 percent declining to par after
2013.
The principal amount of long-term debt outstanding at December 31,
1995, is due in: 1997 - $188 million, 1998 - $250 million, 1999 - $125
million and after five years $600 million.
NORTHROP GRUMMAN CORPORATION
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the company in
estimating its fair value disclosures for financial instruments:
The carrying amount reported in the consolidated Statements of
Financial Position for Cash and Cash Equivalents, Accounts Receivable
and amounts borrowed under the company's short-term credit lines
approximate their fair value.
The fair value of the long-term debt was calculated based on interest
rates available for debt with terms and due dates similar to the
company's existing debt arrangements.
The company has limited involvement with financial instruments and
does not use them for trading purposes. To mitigate the variable rate
characteristic of the term loans, the company entered into interest rate
swap agreements through May 1997 with several banks resulting in a fixed
interest rate of 6.47 percent on a notional amount of $300 million at
December 31, 1995 and $200 million at December 31, 1994. Unrealized
gain(loss) on interest rate swap agreements are calculated based upon the
amounts at which they could be settled at current interest rates. The
unrealized market gain(loss) on interest rate swaps was $(7) million and
$7 million at December 31, 1995 and 1994 respectively. The institutions have
options to extend $200 million of the swaps through May 1998. The company
anticipates that the banks will fully satisfy their obligations under the
arrangements.
Carrying amounts and the related estimated fair values of the
company's financial instruments at December 31 of each year are as follows:
$ in millions 1995 1994 1993 1992
Cash and Cash Equivalents
Carrying amount $ 18 $ 17 $ 100 $ 230
Fair value 18 17 100 230
Accounts Receivable
Carrying amount 1,197 1,202 820 791
Fair value 1,197 1,202 820 791
Notes payable
Carrying amount 65 171 100
Fair value 65 171 100
Long-term debt
Carrying amount 1,307 1,763 160 410
Fair value 1,405 1,758 160 443
Interest rate swap agreements
Notional amount 300 200
Unrealized gains(losses) (7) 7
NORTHROP GRUMMAN CORPORATION
RETIREMENT BENEFITS
The company sponsors several defined-benefit pension plans covering
substantially all employees. Pension benefits for most employees are based
on the employee's years of service and compensation during the last ten
years before retirement. It is the policy of the company to fund at least
the minimum amount required for all qualified plans, using actuarial cost
methods and assumptions acceptable under U.S. Government regulations, by
making payments into a trust separate from the company. Four of the
company's seven qualified plans which cover over 80 percent of all
employees, were in a legally defined full-funding limitation status at
December 31, 1995. To protect the assets in the master trust from a
"change in control" the trust agreement and the Northrop Grumman Pension
Plan were appropriately amended during 1991.
The company and subsidiaries also sponsor defined-contribution plans
in which most employees are eligible to participate. Company contributions,
up to 4 percent of compensation, are based on a matching of employee
contributions.
In addition, the company and its subsidiaries provide certain health
care and life insurance benefits for retired employees. Employees achieve
eligibility to participate in these contributory plans upon retirement from
active service and if they meet specified age and years of service
requirements. Election to participate must be made at the date of
retirement. Qualifying dependents are also eligible for medical coverage.
Approximately 85 percent of the company's current retirees participate in
the medical plans. The cost and funded status for the medical and life
benefits are combined in the tables that follow because (1) life benefits
constitute an insignificant amount of the combined cost, and (2) for those
plans with assets, the assets in trust for each plan can be used to pay
benefits under either plan. Plan documents reserve the company's right to
amend or terminate the plans at any time. Premiums charged retirees for
medical coverage are based on years of service and are adjusted annually
for changes in the cost of the plans as determined by an independent
actuary. In addition to this medical inflation cost-sharing feature, the
plans also have provisions for deductibles, copayments, coinsurance
percentages, out-of-pocket limits, schedule of reasonable fees, managed
care providers, maintenance of benefits with other plans, Medicare
carve-out and a maximum lifetime benefit of from $250,000 to $1,000,000 per
covered individual. It is the policy of the company to fund the maximum
amount deductible for income taxes into the VEBA trust established for the
Northrop Retiree Health Care Plan for Retired Employees for payment of
benefits. The company elected to implement the accounting standard, FASB
Statement No. 106 - Employer's Accounting for Postretirement Benefits Other
Than Pensions, for 1991 by immediately recognizing the January 1, 1991,
accumulated postretirement benefit obligation of $437 million. This amount
was offset by $292 million, the fair value of plan assets held in trust
outside the company, in recording a net obligation and pretax charge to
operations of $145 million.
NORTHROP GRUMMAN CORPORATION
The cost to the company of these plans in each of the last five years
is shown in the following table.
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Defined benefit pension plans
Actual return on assets $(1,856) $ 25 $ (449) $ (298) $ (825)
Deferral of actual return on assets 1,233 (541) 153 38 604
Expected return on assets (623) (516) (296) (260) (221)
Service cost 125 176 104 99 88
Interest cost 520 372 190 175 158
Amortization of unrecognized items
Transition asset, net (42) (42) (42) (42) (42)
Prior service costs 31 14 15 13 14
Net gain from previous years (34) (40) (42) (68) (20)
Net periodic pension income $ (23) $ (36) $ (71) $ (83) $ (23)
Defined contribution plans $ 54 $ 59 $ 47 $ 48 $ 45
Retiree health care and life insurance benefit plans
Actual return on assets $ (95) $ 22 $ (19) $ (10) $ (85)
Deferral of actual return on assets 76 (42) (1) (10) 69
Expected return on assets (19) (20) (20) (20) (16)
Service cost 20 28 21 25 24
Interest cost 89 61 37 39 39
Amortization of unrecognized gain from
previous years (3) (2) (6) (3)
Excess dependent cost 2
Net periodic postretirement benefit cost $ 87 $ 69 $ 32 $ 41 $ 47
</TABLE>
In addition to the net periodic pension income and postretirement
benefit cost, in 1994 the company recognized the effect of an early
retirement incentive program of $250 million for pension and $32 million
for postretirement benefits. The total $282 million effect on the
company's 1994 operating margin is shown in the Consolidated Statements of
Income under the caption Special Termination Benefits.
NORTHROP GRUMMAN CORPORATION
Major assumptions as of each year-end used in the accounting for the
defined-benefit plans are shown in the following table. Pension cost is
determined using all three factors as of the end of the preceeding year,
whereas the funded status of the plans, shown later, uses only the first
two factors, as of the end of each year.
1995 1994 1993 1992 1991
Discount rate for obligations 7.00% 8.25% 7.00% 8.00% 8.00%
Rate of increase for compensation 5.00 5.25 5.50 5.50 5.50
Expected long term rate of return
on plan assets 9.00 8.75 8.25 8.25 8.25
These assumptions were also used in retiree health care and life
insurance benefit calculations with one modification. Since, unlike the
pension trust, the earnings of the VEBA trust are taxable, the above
9 percent expected rate of return on plan assets was reduced accordingly to
5.25 percent after taxes. A significant factor used in estimating future
per capita cost, for the company and its retirees, of covered health care
benefits is the health care cost trend rate assumption. The rate used was 8
percent for 1995 and is assumed to decrease gradually to 6 percent for 2006
and remain at that level thereafter. An additional one-percentage-point of
increase each year in that rate would result in an $11 million annual
increase in the aggregate of the service and interest cost components of
net periodic postretirement benefit cost, and a $113 million increase in
the accumulated postretirement benefit obligation at December 31, 1995.
The following tables set forth the funded status and amounts
recognized in the Consolidated Statements of Financial Position at each
year-end for the company's defined-benefit pension and retiree health care
and life insurance benefit plans. The summary showing pension plans whose
accumulated benefits are in excess of assets at December 31, 1995, is
comprised of two qualified plans along with thirteen unfunded nonqualified
plans for benefits provided to directors, officers and employees either
beyond those provided by, or payable under, the company's main plans.
The company changed the discount rate for obligations and rate of
increase for compensation assumptions in calculating the funded status of
the plans at December 31, 1995. The changes resulted in a $922 million
increase in the projected benefit obligation for pension plans and a $167
million increase in the accumulated postretirement benefit obligation.
NORTHROP GRUMMAN CORPORATION
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Pension plans whose assets exceed accumulated benefits
Actuarial present value of benefit obligations
Vested benefits $ 6,572 $ 2,487 $ 2,059 $ 1,690 $ 1,538
Nonvested benefits 320 228 175 153 147
Accumulated benefit obligations 6,892 2,715 2,234 1,843 1,685
Effect of assumed salary rate increases 469 409 453 421 387
Projected benefit obligations 7,361 3,124 2,687 2,264 2,072
Less market value of plan assets 8,319 4,210 3,970 3,642 3,458
Excess of assets over projected
benefit obligations (958) (1,086) (1,283) (1,378) (1,386)
Unrecognized items
Net transition asset 289 332 374 415 458
Prior service costs (286) (307) (114) (133) (135)
Net gain 921 897 764 916 972
Accrued retiree benefits pension asset
included in Consolidated Statements
of Financial Position $ (34) $ (164) $ (259) $ (180) $ (91)
Pension plans whose accumulated benefits exceed assets
Actuarial present value of benefit obligations
Vested benefits $ 311 $ 2,865 $ 57 $ 33 $ 32
Nonvested benefits 8 252 3
Accumulated benefit obligations 319 3,117 60 33 32
Effect of assumed salary rate increases 15 16 19 3 3
Projected benefit obligations 334 3,133 79 36 35
Less market value of plan assets 177 2,872 16
Excess of projected benefit
obligations over assets 157 261 63 36 35
Unrecognized items
Net transition obligation (3) (4) (5) (4) (5)
Prior service costs (5) (8) (14) 5 (7)
Net gain(loss) (31) 1 (7) (3) 9
Additional minimum liability 29 6 12 7 3
Accrued retiree benefits liability included in
Consolidated Statements of
Financial Position $ 147 $ 256 $ 49 $ 41 $ 35
</TABLE>
NORTHROP GRUMMAN CORPORATION
Pension plan assets at December 31, 1995, were comprised of 50 percent
domestic equity type investments in listed companies (including four
percent in Northrop Grumman common stock), 13 percent equity investments
listed on international exchanges, eight percent in cash and venture
capital real estate and 29 percent in fixed income type investments,
principally U.S. Government securities. The investment in Northrop Grumman
represents 5,974,826 shares, or 12 percent of the company's total shares
outstanding.
Effective January 1, 1995, the company adopted amendments to two of
the company's retirement plans to cap the maximum years of service credit
that an employee can earn and adjusted the amount of service credit earned
each year. The effect of these changes was to increase the projected
benefit obligation at December 31, 1994 by $210 million.
<TABLE>
<CAPTION>
$ in millions 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Retiree health care and life insurance benefit plans
Accumulated postretirement benefit obligation (APBO)
Retirees $ 960 $ 575 $ 274 $ 243 $ 240
Fully eligible active employees 88 172 86 82 97
Active employees not yet eligible 288 258 192 194 172
1,336 1,005 552 519 509
Less market value of plan assets 433 353 373 369 372
Excess of APBO over assets 903 652 179 150 137
Unrecognized items
Prior service cost (1)
Net gain(loss) (15) 156 74 72 45
Accrued retiree benefits liability included in
Consolidated Statements of
Financial Position $ 887 $ 808 $ 253 $ 222 $ 182
</TABLE>
Retiree health care and life insurance plan assets at December 31, 1995,
were almost entirely comprised of equity type investments in listed
companies.
CONTINGENCIES
The corporation and its subsidiaries have been named as defendants in
various legal actions. Based upon available information, it is the
company's expectation that those actions are either without merit or will
have no material adverse effect on the company's results of operations or
financial position. Minimum rental commitments under long-term
noncancellable operating leases total $158 million which is payable as
follows; 1996 - $47 million, 1997 - $35 million, 1998 - $24 million, 1999 -
$19 million, and 2000 - $11 million, and 2001 and thereafter - $22 million.
NORTHROP GRUMMAN CORPORATION
STOCK RIGHTS
On September 21, 1988, the company adopted a Common Stock Purchase Rights
plan. One right for each outstanding share of common stock was issued to
shareholders of record on October 5, 1988. The rights will become
exercisable on the tenth business day after a person or group has acquired
15 percent or more of the general voting power of the company, or announces
an intention to make a tender offer for 30 percent or more of such voting
power, without the prior consent of the Board of Directors. If the rights
become exercisable, a holder will be entitled to purchase one share of
common stock from the company at an initial exercise price of $105.
If a person acquires more than 15 percent of the then outstanding
voting power of the company or if the company is combined with an acquiror,
each right will entitle its holder to receive, upon exercise, shares of the
company's or the acquiror's (depending upon which is the surviving company)
common stock having a value equal to two times the exercise price of the
right.
The company will be entitled to redeem the rights at $.02 per right at
any time prior to the earlier of the date that a person has acquired or
obtained the right to acquire 15 percent of the general voting power of the
company or the expiration of the rights in October 1998. The rights are not
exercisable until after the date on which the company's prerogative to
redeem the rights has expired. The rights do not have voting or dividend
privilege and cannot be traded independently from the company's common
stock until such time as they become exercisable.
LONG-TERM INCENTIVE STOCK PLAN
The company's 1993 Long-Term Incentive Stock Plan(LTISP) provides for stock
options, stock appreciation rights (SARs) and stock awards to key
employees. This plan added 2,300,000 shares, of which up to one-half may be
in the form of stock awards, to the pool available for future grants. The
1993 LTISP was amended in 1995, adding 1,800,000 shares, along with 300,000
shares added from the adoption of a stock option plan for non-employee
directors, to the pool available for grants. The number of shares reserved
for future grants shown in the following table reflects both stock options
and stock awards.
Stock awards, in the form of restricted performance stock rights, are
granted to key employees without payment to the company. Recipients of the
rights earn shares of stock based on a total shareholder return measure of
performance over a five year period with interim distributions beginning
three years after grant. If at the end of the five year period the
performance objectives have not been met, 70 percent of the original grant
will be forfeited. Compensation expense is estimated and accrued over the
vesting period.
Each grant of a stock option is made at the closing market price on
the date of the grant. When stock options are exercised, the amount of the
cash proceeds to the company is added to paid-in capital. Under current
accounting standards there are no additions to or deductions from income in
connection with these options.
Termination of employment can result in forfeiture of some or all of
the benefits extended under the plans.
NORTHROP GRUMMAN CORPORATION
Stock option activity for the last five years is summarized below:
<TABLE>
<CAPTION>
Shares
Shares Shares Reserved for
Under Option Exercisable Future Grants
<S> <C> <C> <C>
Outstanding at January 1, 1991, nonstatutory
options with 1,800,000 SARs, at $15 to $47
per share 2,846,320 1,491,420 1,161,149
Granted 67,000
Cancelled (54,420)
Exercised or surrendered, at $17 to $19
per share (35,030)
Outstanding at December 31, 1991, nonstatutory
options with 1,800,000 SARs, at $15 to $47
per share 2,823,870 1,841,070 1,152,902
Granted 635,700
Cancelled (43,380)
Exercised or surrendered, at $16 to $29
per share (281,660)
Outstanding at December 31, 1992, nonstatutory
options at $15 to $47 per share 3,134,530 1,798,550 413,780
Granted 515,300
Cancelled (96,640)
Exercised or surrendered, at $15 to $30
per share (1,405,330)
Outstanding at December 31, 1993, nonstatutory
options at $15 to $36 per share 2,147,860 738,300 1,618,640
Granted 708,700
Cancelled (61,215)
Exercised or surrendered, at $15 to $36
per share (265,430)
Outstanding at December 31, 1994, nonstatutory
options at $15 to $43 per share 2,529,915 817,660 816,485
Granted 762,500
Cancelled (130,885)
Exercised or surrendered, at $15 to $43 per share (170,810)
Outstanding at December 31, 1995, nonstatutory
options at $15 to $62 per share 2,990,720 1,064,925 2,297,775
</TABLE>
NORTHROP GRUMMAN CORPORATION
SUBSEQUENT EVENT
On January 3, 1996 the company entered into a definitive agreement to
acquire the defense and electronics systems business of Westinghouse
Electric Corporation for $3 billion in cash. The company has obtained bank
commitments totaling $4.8 billion to finance the transaction and replace
its current credit agreement. The transaction is subject to normal
governmental and regulation reviews and is expected to close in March 1996.
UNAUDITED SELECTED QUARTERLY DATA
Quarterly financial results, previously reported are set forth in the
following tables together with dividend and common stock price data.
1995 Quarters, $ in millions, except per share 4 3 2 1
Net sales $1,812 $1,630 $1,759 $1,617
Operating margin 121 131 167 117
Net income 58 61 79 54
Earnings per share 1.17 1.25 1.59 1.10
Dividend per share .40 .40 .40 .40
Stock price:
High 64 1/4 62 5/8 54 49 3/4
Low 56 51 7/8 47 39 3/4
The operating margin in the second quarter of 1995 benefited from a
net $34 million in cumulative operating margin adjustments. Positive
adjustments on the B-2 stealth bomber and C-17 military transport programs
were partially offset by a downward adjustment on the Boeing 747 jetliner
program. The 747 adjustment reflected cost increases related to the
stretch-out of the current production contract, which is now scheduled to
conclude in the fall of 1996. The B-2 adjustment was made as a result of
negotiated contract adjustments and a revised estimate of the overall
operating margin expected to be earned on the B-2 production contract. The
positive adjustment on the C-17 reflected improved operating performance on
this program.
1994 Quarters, $ in millions, except per share 4 3 2 1
Net sales $1,880 $1,927 $1,686 $1,218
Operating margin(loss) (107) 99 126 81
Net income(loss) (121) 39 65 52
Earnings(loss) per share (2.45) .79 1.33 1.05
Dividend per share .40 .40 .40 .40
Stock price:
High 47 3/8 45 3/8 39 3/4 45 7/8
Low 40 1/4 35 3/4 34 1/2 36 7/8
Operating margin(loss) for the first three quarters of 1994 has been
restated to reflect the reclassification of losses on disposals of
machinery and other equipment previously included in the "Other, net"
classification in the Consolidated Statements of Income. The operating
loss in the fourth quarter of 1994 resulted from a $282 million charge for
a voluntary early retirement incentive program offered in 1994 and a $42
million provision for the planned disposal of real estate and other assets.
The corporation's common stock is traded on the New York and Pacific
Stock Exchanges (trading symbol NOC). The approximate number of holders of
record of the corporation's common stock at January 31, 1996, was 10,858.
NORTHROP GRUMMAN CORPORATION
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Northrop Grumman Corporation
Los Angeles, California
We have audited the accompanying consolidated statements of financial
position of Northrop Grumman Corporation and Subsidiaries as of December 31
for each of the years 1991 through 1995, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for
the years then ended. Our audits also included the financial statement
schedule listed in the Index at Item 14. These financial statements and
financial statement schedule are the responsibility of the company's
management. Our responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Northrop Grumman
Corporation and Subsidiaries at December 31 for each of the years 1991
through 1995, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.
As discussed in the footnotes to the consolidated financial
statements, in 1991 the company changed its method of computing income
taxes by adopting Financial Accounting Standards Board Statement No. 109 -
Accounting for Income Taxes and its accounting for nonpension benefit plans
by adopting Financial Accounting Standards Board Statement No. 106 -
Employers' Accounting for Postretirement Benefits Other Than Pensions.
Deloitte & Touche LLP
Los Angeles, California
February 7, 1996
NORTHROP GRUMMAN CORPORATION
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
No information is required in response to this Item.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information as to Directors will be incorporated herein by
reference to the Proxy Statement for the 1996 Annual Meeting of
Stockholders to be filed within 120 days after the end of the company's
fiscal year.
The information as to Executive Officers is contained in Part I of
this report as permitted by General Instruction G(3).
Item 11. Executive Compensation
The information required by this Item will be incorporated herein by
reference to the Proxy Statement for the 1996 Annual Meeting of
Stockholders to be filed within 120 days after the end of the company's
fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item will be incorporated herein by
reference to the Proxy Statement for the 1996 Annual Meeting of
Stockholders to be filed within 120 days after the end of the company's
fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required by this Item will be incorporated herein by
reference to the Proxy Statement for the 1996 Annual Meeting of
Stockholders to be filed within 120 days after the end of the company's
fiscal year.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted either because they are not applicable
or not required or because the required information is included in the
financial statements or notes thereto.
Separate financial statements of the parent company are omitted since
it is primarily an operating company and minority equity interests in
and/or nonguaranteed long-term debt of subsidiaries held by others than the
company are in amounts which together do not exceed 5 percent of the total
consolidated assets at December 31, 1995.
NORTHROP GRUMMAN CORPORATION
Exhibits:
3(a) Certificate of Incorporation, as amended (incorporated by reference
to Form S-3 Registration Statement, filed August 18, 1994)
3(b) Northrop Grumman Corporation Bylaws, amended as of May 18, 1994
(incorporated by reference to Form S-3 Registration Statement, filed
August 18, 1994) and amended as of August 17, 1994
4(a) Common Stock Purchase Rights Agreement (incorporated by reference to
Form 8-A filed September 22, 1988, amended on August 2, 1991
(incorporated by reference to Form 8 filed August 2, 1991) and
amended on September 28, 1994 (incorporated by reference to Form 8/A-
A filed October 7, 1994)
4(b) Indenture Agreement dated as of October 15, 1994 (incorporated by
reference to Form 8-K filed October 25, 1994)
10(a) Northrop Grumman Corporation Amended and Restated Credit Agreement
dated as of April 15, 1994, as amended and restated as of
April 18, 1994 (incorporated by reference to Report on Form 10-Q filed
May 9, 1994), amended as of May 11, 1994, and amended as of
December 9, 1994 (incorporated by reference to Form 10-K filed
March 21, 1995)
10(b) Uncommitted Credit Facility dated October 10, 1994, between Northrop
Grumman Corporation and Wachovia Bank of Georgia, N.A., which is
substantially identical to facilities between Northrop Grumman
Corporation and certain banks some of which are parties to the
Credit Agreement filed as Exhibit 10(a) hereto
*10(c) 1973 Incentive Compensation Plan (incorporated by reference to
Form 8-B filed June 21, 1985)
*10(d) 1973 Performance Achievement Plan (incorporated by reference to
Form 8-B filed June 21, 1985)
*10(e) Northrop Supplemental Plan 2
*10(f) Northrop Grumman Corporation ERISA Supplemental Plan 1 (incorporated
by reference to Form 10-K filed February 28, 1994).
*10(g) Retirement Plan for Independent Outside Directors (incorporated by
reference to Form SE filed March 29, 1991), amended September 21,
1994 (incorporated by reference to Form 10-K filed March 21, 1995)
*10(h) 1987 Long-Term Incentive Plan, as amended (incorporated by
reference to Form SE filed March 30, 1989)
*10(i) Executive Life Insurance Policy
*10(j) Executive Accidental Death, Dismemberment and Plegia Insurance Policy
*10(k) Executive Long-Term Disability Insurance Policy
*10(l) Key Executive Medical Plan Benefit Matrix
NORTHROP GRUMMAN CORPORATION
*10(m) Executive Dental Insurance Policy Group Numbers 5134 and 5135
*10(n) Group Excess Liability Policy
*10(o) Northrop Grumman 1993 Long-Term Incentive Stock Plan, as amended
(incorporated by reference to Northrop Grumman Corporation Proxy
Statement filed March 30, 1995)
*10(p) Northrop Corporation 1993 Stock Plan for Non-Employee Directors
(incorporated by reference to Northrop Corporation 1993 Proxy
Statement filed March 30, 1993), amended as of September 21, 1994
(incorporated by reference to Form 10-K filed March 21, 1995)
*10(q) Northrop Grumman Corporation 1995 Stock Option Plan for Non-Employee
Directors (incorporated by reference to 1995 Proxy Statement filed
March 30, 1995)
*10(r) Northrop Corporation Special Severance Pay Agreement (incorporated
by reference to Northrop Corporation Report on Form 10-K filed
February 28, 1994), amended and restated as of July 13, 1995
*10(s) Employment Agreement effective January 1, 1996 between Northrop
Grumman Corporation and Gordon L. Williams
*10(t) Executive Deferred Compensation Plan (effective December 29,1994)
*10(u) Northrop Grumman Transition Project Incentive Plan (incorporated by
reference to Form 10-K filed March 21, 1995)
10(v) Agreement and Plan of Merger dated April 3, 1994 (incorporated by
reference to Form 8-K filed May 2, 1994)
11 Statement Re Computation of Per Share Earnings
21 Significant subsidiaries of registrant
23 Independent Auditors' Consent
24 Power of Attorney
27 Financial Data Schedule
________________
* Listed as Exhibits pursuant to Item 601(b)(10) of Regulation S-K
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
NORTHROP GRUMMAN CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the
23rd day of February 1996.
Northrop Grumman Corporation
By: Nelson F. Gibbs
Nelson F. Gibbs
Corporate Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on behalf of the registrant this 23rd day of
February 1996, by the following persons and in the capacities indicated.
Signature Title
Kent Kresa* Chairman of the Board, President and Chief Executive
Officer and Director (Principal Executive Officer)
Jack R. Borsting* Director
John T. Chain, Jr.* Director
Jack Edwards* Director
Aulana L. Peters* Director
John E. Robson* Director
Richard R. Rosenberg* Director
Brent Scowcroft* Director
John Brooks Slaughter* Director
Wallace C. Solberg* Director
Richard J. Stegemeier* Director
Richard B. Waugh, Jr.* Corporate Vice President and Chief
Financial Officer
*By James C. Johnson
James C. Johnson, Attorney-in-Fact
pursuant to a power of attorney
NORTHROP GRUMMAN CORPORATION
<TABLE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
Other
Balance at Changes-- Balance
Classification Beginning Additions Add at End
of Period At Cost (Deduct)(1) of Period
<S> <C> <C> <C> <C>
Description:
Year ended December 31, 1991
Reserves and allowances deducted
from asset accounts:
Allowances for doubtful amounts $82,081 $ 8,900 $(38,980) $52,001
Year ended December 31, 1992
Reserves and allowances deducted
from asset accounts:
Allowances for doubtful amounts $52,001 $ 7,571 $ (2,412) $57,160
Year ended December 31, 1993
Reserves and allowances deducted
from asset accounts:
Allowances for doubtful amounts $57,160 $ 9,304 $ (9,759) $56,705
Year ended December 31, 1994
Reserves and allowances deducted
from asset accounts:
Allowances for doubtful amounts $56,705 $25,283(2) $(18,262) $63,726
Year ended December 31, 1995
Reserves and allowances deducted
from asset accounts:
Allowances for doubtful amounts $63,726 $ 6,357 $ (2,129) $67,954
</TABLE>
____________
(1) Uncollectible amounts written off, net of recoveries.
(2) Additions include $15,625 of allowance for bad debts from acquired company.
NORTHROP GRUMMAN CORPORATION
<TABLE>
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(in thousands, except per share)
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Primary:
Average shares outstanding 49,364 49,139 48,085 47,179 47,075
Net effect of the assumed exercise of
stock options - based on the treasury
stock method 1,111 758 792 251 187
Totals 50,475 49,897 48,877 47,430 47,262
Income before cumulative effect
of accounting principle changes $252,159 $35,264 $95,755 $120,922 $268,256
Cumulative effect on prior years of
changes in accounting principles:
Income Taxes 20,282
Retiree healthcare and life
insurance benefits (87,717)
Net Income $252,159 $35,264 $95,755 $120,922 $200,821
Earnings per share before
cumulative effect of accounting
principle changes $ 5.00 $ .71 $ 1.96 $ 2.55 $ 5.68
Cumulative effect on prior years
of change in accounting principles, per share:
Income Taxes .43
Retiree healthcare and life
insurance benefits (1.86)
Earnings per share(1) $ 5.00 $ .71 $ 1.96 $ 2.55 $ 4.25
Fully diluted:
Average shares outstanding 49,364 49,139 48,085 47,179 47,075
Net effect of the assumed exercise
of stock options - based on the
treasury stock method 1,356 837 872 805 225
Totals 50,720 49,976 48,957 47,984 47,300
Income before cumulative effect
of accounting principle changes $252,159 $35,264 $95,755 $120,922 $268,256
Cumulative effect on prior years of
changes in accounting principles:
Income Taxes 20,282
Retiree healthcare and life
insurance benefits (87,717)
Net Income $252,159 $35,264 $95,755 $120,922 $200,821
Earnings per share before
cumulative effect of accounting
principle changes $ 4.97 $ .71 $ 1.96 $ 2.52 $ 5.67
Cumulative effect on prior years
of change in accounting principles, per share:
Income Taxes .43
Retiree healthcare and life
insurance benefits (1.85)
Earnings per share(1) $ 4.97 $ .71 $ 1.96 $ 2.52 $ 4.25
</TABLE>
(1) This calculation was made in compliance with Item 601 of Regulation
S-K. Earnings per share presented elsewhere in this report exclude from
their calculation shares issuable under employee stock options, since
their dilutive effect is less than 3%.
NORTHROP GRUMMAN CORPORATION
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
Nos. 2-73293, 2-98614, 33-15764, 33-49667, 33-55141, 33-55146, 33-59815 and
33-59853 of Northrop Grumman Corporation on Form S-8 of our report dated
February 7,1996, appearing in this Annual Report on Form 10-K of Northrop
Grumman Corporation for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Los Angeles, California
February 22, 1996
Exhibit 10(e)
NORTHROP SUPPLEMENTAL PLAN 2
EFFECTIVE DECEMBER 1, 1993
TABLE OF CONTENTS
Definitions 1
1.01 Affiliated Companies 1
1.02 Board of Directors 1
1.03 Code 1
1.04 Company 1
1.05 ERISA 1
1.06 Participant 1
1.07 Pension Plan 1
1.08 Plan 1
1.09 Program 1
1.10 Termination of Employment 1
General Provisions 3
2.01 In General 3
2.02 Forms and Times of Benefit Payments 3
2.03 Beneficiaries and Spouses 3
2.04 Amendment and Plan Termination 4
2.05 Not an Employment Agreement 5
2.06 Assignment of Benefits 6
2.07 Nonduplication of Benefits 6
2.08 Funding 6
2.09 Construction 7
2.10 Governing Law 7
2.11 Actions By Company 7
2.12 Plan Representatives 7
2.13 Number 7
Lump Sum Election 8
3.01 In General 8
3.02 Retirees Election 8
3.03 Retirees Lump Sum 9
3.04 Actives Election 11
3.05 Actives Lump Sum-Retirement Eligible 12
3.06 Actives Lump Sum-Not Retirement Eligible 14
3.07 Calculation of Lump Sum 14
3.08 Spousal consent 16
Northrop Supplemental Retirement Income Program For
Senior Executives 17
A.01 Purpose 17
A.02 Eligibility 17
A.03 Retirement Benefit 17
A.04 Amount of Retirement Benefit 17
A.05 Post-55 Preretirement Surviving Spouse
Benefit 18
A.06 Amount of Post-55 Spouse's Benefit 19
A.07 Payment of Post-55 Spouse's Benefit 19
A.08 Pre-55 Preretirement Surviving Spouse
Benefit 19
A.09 Amount of Pre-55 Spouse's Benefit 20
A.10 Payment of Pre-55 Spouse's Benefit 20
A.11 Waiver of Requirements 21
A.12 Effective Date 21
A.13 Vesting Service 21
ERISA Supplemental Program 2 22
B.01 Purpose 22
B.02 Eligibility 22
B.03 Amount of Benefit 22
B.04 Preretirement Surviving Spouse Benefit 23
B.05 Plan Termination 23
B.06 Pension Plan Benefits 23
Arthur F. Dauer Program 25
C.01 In General 25
C.02 Forfeiture of Benefits 25
C.03 Purpose 25
C.04 Amount of Life Benefit 25
C.05 Preretirement Surviving Spouse Benefit 26
C.06 No Other Supplemental Pensions 26
John Harrison Program 27
D.01 In General 27
D.02 Purpose 27
D.03 Conditions for Eligibility 27
D.04 Amount of Retirement Benefit 28
D.05 Benefit Limitation 28
D.06 Form and Duration of Benefits 28
D.07 Preretirement Survivor Benefit 28
D.08 Forfeiture 28
ARTICLE I
Definitions
For purposes of the Plan, the following terms,
when capitalized, will have the following
meanings:
1.01 Affiliated Companies. The Company and any other
entity related to the Company under the rules of
section 414 of the Code. The Affiliated Companies
include Northrop Corporation and its 80%-owned
subsidiaries and may include other entities as
well.
1.02 Board of Directors. The Board of Directors of the
Company.
1.03 Code. The Internal Revenue Code of 1986, as
amended.
1.04 Company. Northrop Corporation.
1.05 ERISA. The Employee Retirement Income Security Act
of 1974, as amended.
1.06 Participant. Any employee of the Company who is
eligible for benefits under a particular Program
and has not received full payment under the
Program.
1.07 Pension Plan and Pension Plans. The Northrop
Retirement Plan and/or the Retirement Plan of
Northrop Corporation, Electronic Systems
Division_Rolling Meadows Site.
1.08 Plan. The Northrop Supplemental Plan 2.
1.09 Program. One of the eligibility and benefit
structures described in the Appendices.
1.10 Termination of Employment. Complete termination of
employment with the Affiliated Companies.
(a) If a Participant leaves one Affiliated
Company to go to work for another, he or she
will not have a Termination of Employment.
(b) A Participant will have a Termination of
Employment if he or she leaves the Affiliated
Companies because the affiliate he or she
works for ceases to be an Affiliated Company
because it is sold or spunoff.
ARTICLE II
General Provisions
2.01 In General. The Plan contains a number of
different benefit Programs which are set forth in
the Appendices. The Appendices describe the
eligibility conditions and the amount of benefits
payable under the Programs.
2.02 Forms and Times of Benefit Payments. Unless
particular rules regarding the form and timing of
benefit payments are set forth in a Program, the
Company will determine the form and timing of
benefit payments in its sole discretion, except
where a lump sum election under Article III is
applicable.
For payments made to supplement those of a
particular tax-qualified retirement or savings
plan, the Company will only select among the
options available under that plan, using the same
actuarial adjustments used in that plan, except in
cases of lump sums.
Whenever the present value of the amount payable
under the Plan does not exceed $10,000, it will be
paid in the form of a single lump sum as of the
first of the month following Termination of
Employment. The lump sum will be calculated using
the factors and methodology described in Section
3.07 below.
No payments will commence under this Plan until a
Participant has a Termination of Employment, even
in cases where benefits have commenced under a
Pension Plan for Participants over age 70-1/2.
2.03 Beneficiaries and Spouses. If the Company selects
a form of payment which includes a survivor
benefit, the Participant may make a beneficiary
designation, which may be changed at any time
prior to commencement of benefits. A beneficiary
designation must be in writing and will be
effective only when received by the Company.
If a Participant is married on the date his or her
benefits are scheduled to commence, his or her
beneficiary will be his or her spouse unless some
other beneficiary is named with spousal consent.
Spousal consent, to be effective, must be
submitted in writing before benefits commence and
must be witnessed by a Plan representative or
notary public. No spousal consent is necessary if
the Company determines that there is no spouse or
that the spouse cannot be found.
With respect to Programs designed to supplement
tax-qualified retirement or savings plans, the
Participant's spouse will be the spouse as
determined under the underlying tax-qualified
plan. Otherwise, the Participant's spouse will be
determined by the Company in its sole discretion.
2.04 Amendment and Plan Termination. The Company may,
in its sole discretion, by written resolution
adopted by the Board of Directors or its delegate,
terminate, suspend or amend this Plan at any time
or from time to time, in whole or in part.
(a) Except as provided in (f) and Section 2.08,
no amendment, suspension or termination of
the Plan may, without the consent of a
Participant, affect the Participant's right
or the right of the surviving spouse to
receive benefits in accordance with this Plan
as in effect on the date the employee becomes
a Participant.
(b) The Participant's rights to benefits
following any amendment which are preserved
by (a) will be determined as if he or she
terminated employment immediately prior to
the adoption of the amendment (or its
effective date, if later). The determination
in the preceding sentence will be based on
the relevant factors at that time, such as
the Participant's compensation history,
service credits and Code limitations on
benefits.
(c) However, the determination in (b) will be
adjusted to take into account any post-
amendment increases in benefits provided by
the Company's tax-qualified retirement and
savings plans, to the extent such benefits
are also a factor in the benefits due under
this Plan.
Example: Assume an amendment eliminates all
future benefits under a particular Program.
Assume that the Program provides a level of
benefits reduced by benefits paid under a tax-
qualified plan. Assume further that as of the
date of the amendment, a Participant's level
of benefits under the Program is $150/month
less a tax-qualified plan benefit of
$100/month, leaving the Participant a net
benefit of $50. Under paragraph (b), the
Participant's right to that $50 would be
preserved.
However, assume that later the Participant's
tax-qualified plan benefit increases to
$130/month. Under the provisions of this
paragraph (c), for future months, the
Participant would only be entitled to $20
under this Plan.
(d) In addition, the determination in (b) will
also be adjusted to take into account post-
amendment decreases in a Participant's
compensation.
(e) The rights of surviving spouses claiming
benefits under the Plan with respect to a
Participant will be preserved and limited in
the same fashion as a Participant's benefits.
(f) The Company may, in its sole discretion, by
written resolution adopted by the Board of
Directors or its delegate, amend or eliminate
any of the provisions of the Plan with
respect to lump sum distributions at any
time, including the calculation factors of
Section 3.07. This applies whether or not a
Participant has already made a lump sum
election.
2.05 Not an Employment Agreement. Nothing contained in
this Plan gives any Participant the right to be
retained in the service of the Company, nor does
it interfere with the right of the Company to
discharge or otherwise deal with Participants
without regard to the existence of this Plan.
2.06 Assignment of Benefits. A Participant, surviving
spouse or beneficiary may not, either voluntarily
or involuntarily, assign, anticipate, alienate,
commute, sell, transfer, pledge or encumber any
benefits to which he or she is or may become
entitled under the Plan, nor may Plan benefits be
subject to attachment or garnishment by any of
their creditors or to legal process.
2.07 Nonduplication of Benefits. This Section applies
if, despite Section 2.06, with respect to any
Participant (or his or her beneficiaries), the
Company is required to make payments under this
Plan to a person or entity other than the payees
described in the Plan. In such a case, any amounts
due the Participant (or his or her beneficiaries)
under this Plan will be reduced by the actuarial
value of the payments required to be made to such
other person or entity.
Actuarial value will be determined using the
factors and methodology described in Section
3.07 below (in the case of lump sums) and
using the actuarial assumptions in the
underlying Pension Plan in all other cases.
In dividing a Participant's benefit between
the Participant and another person or entity,
consistent actuarial assumptions and
methodologies will be used so that there is
no increased actuarial cost to the Company.
2.08 Funding. Participants have the status of general
unsecured creditors of the Company and the Plan
constitutes a mere promise by the Company to make
benefit payments in the future. The Company may,
but need not, fund benefits under the Plan through
a trust. If it does so, any trust created by the
Company and any assets held by the trust to assist
it in meeting its obligations under the Plan will
conform to the terms of the model trust, as
described in Internal Revenue Service Revenue
Procedure 92-64, but only to the extent required
by Internal Revenue Service Revenue Procedure 92-
65. It is the intention of the Company and
Participants that the Plan be unfunded for tax
purposes and for purposes of Title I of ERISA.
Any funding of benefits under this Plan will be in
the Company's sole discretion. The Company may set
and amend the terms under which it will fund and
may cease to fund at any time.
To the extent the Company gives Participants and
beneficiaries enforceable rights to funding, those
rights must be determined under the terms of other
documents. No such rights exist under this Plan
document and the restrictions on amendments in
this Plan document will in no case apply to
restrict the Company's right to cease or alter the
terms of any funding.
2.09 Construction. The Company shall have full
discretionary authority to determine eligibility
and to construe and interpret the terms of the
Plan, including the power to remedy possible
ambiguities, inconsistencies or omissions.
2.10 Governing Law. This Plan shall be governed by the
law of the State of California, except to the
extent superseded by federal law.
2.11 Actions By Company. Any powers exercisable by the
Company under the Plan shall be utilized by
written resolution adopted by the Board of
Directors or its delegate. The Board may by
written resolution delegate any of the Company's
powers under the Plan and any such delegations may
provide for subdelegations, also by written
resolution.
2.12 Plan Representatives. Those authorized to act as
Plan representatives will be designated in writing
by the Board of Directors or its delegate.
2.13 Number. The singular, where appearing in this
Plan, will be deemed to include the plural, unless
the context clearly indicates the contrary.
ARTICLE III
Lump Sum Election
3.01 In General. This Article sets forth the rules
under which Participants may elect to receive
their benefits in a lump sum. This Article does
not apply to active employees (as defined in
Section 3.04) in cases where benefits do not
exceed $10,000 and so are automatically payable in
lump sum form under Section 2.02.
This Article will not be applicable if a
particular Program so provides.
3.02 Retirees Election. Participants and Participants'
beneficiaries already receiving monthly benefits
under the Plan at its inception will be given a
one-time opportunity to elect a lump sum payout of
future benefit payments.
(a) The election must be made within a 45-day
period determined by the Company. Within its
discretion, the Company may delay the
commencement of the 45-day period in
instances where the Company is unable to
timely communicate with a particular payee.
(b) The determination as to whether a payee is
already receiving monthly benefits will be
made at the beginning of the 45-day period.
(c) An election to take a lump sum must be
accompanied by a waiver of the existing
retiree medical benefits by those
Participants (and their covered spouses or
surviving spouses) entitled either to have
such benefits entirely paid for by the
Company or to receive such benefits as a
result of their classification as an employee
under Executive Class Code II.
Following the waiver, waiving
Participants (and covered spouses or
surviving spouses) will be entitled to
the coverage offered to employees who
are eligible for Senior Executive
Retirement Insurance Benefits in effect
as of July 1, 1993. The cost charged to
the retirees for this coverage will be
determined as if the retiree had been
employed 20 or more years by the
Company.
(d) If the person receiving payments as of the
beginning of the 45-day period dies prior to
making a lump sum election, his or her
beneficiary, if any, may not make the lump
sum election.
(e) Elections to receive a lump sum (and waivers
under (c)) must be made in writing and must
include spousal consent if the payee (whether
the Participant or beneficiary) is married.
Elections and spousal consent must be
witnessed by a Plan representative or a
notary public.
(f) An election (with spousal consent, where
required) to receive the lump sum made at any
time during the 45-day period will be
irrevocable. If no proper election has been
made by the end of the 45-day period,
payments will continue unchanged in the
monthly form that had previously been
applicable.
3.03 Retirees Lump Sum. If a retired Participant or
beneficiary makes a valid election under Section
3.02 within the 45-day period, monthly payments
will continue in the previously applicable form
for 12 months (assuming the payees live that
long).
(a) As of the first of the 13th month, the
present value of the remaining benefit
payments will be paid in a single lump sum to
the Participant, if alive, or, if not, to the
beneficiary under the previously applicable
form of payment.
(b) No lump sum payment will be made if:
(1) The Participant is receiving monthly
benefit payments in a form that does not
provide for survivor benefits and the
Participant dies before the time the
lump sum payment is due.
(2) The Participant is receiving monthly
benefit payments in a form that does
provide for survivor benefits but the
Participant and the beneficiary die
before the time the lump sum payment is
due.
(c) The following rules apply where payment is
being made in the form of a 10-year certain
and continuous life annuity option:
(1) If the Participant is deceased at the
commencement of the 45-day election
period, the surviving beneficiary may
not make the election if there are less
than 13 months left in the 10-year
certain period.
(2) If the Participant elects the lump sum
and dies prior to the first of the 13th
month:
(A) if the 10-year certain period has
already ended, all monthly payments
will cease at the Participant's
death and no lump sum payment will
be made;
(B) if the 10-year certain period ends
after the Participant's death and
before the beginning of the 13th
month, monthly payments will end at
the end of the 10-year certain
period and no lump sum payment will
be made; and
(C) if the 10-year certain period ends
after the beginning of the 13th
month, monthly payments will
continue through the 12th month,
and a lump sum payment will be made
as of the first of the 13th month,
equal to the present value of the
remaining benefit payments.
3.04 Actives Election. Active Participants may elect to
have their benefits paid in the form of a single
lump sum under this Section.
(a) A Participant is considered to be "Active"
under this Section if he or she is still
employed by the Affiliated Companies on or
after the beginning of the initial 45-day
period referred to in Section 3.02.
(b) An election to take a lump sum may be made at
any time during the 60-day period prior to
Termination of Employment and covers both_
(1) Benefits payable to the Participant
during his or her lifetime, and
(2) Survivor benefits (if any) payable to
the Participant's beneficiary, including
preretirement death benefits (if any)
payable to the Participant's spouse.
(c) An election does not become effective until
the earlier of:
(1) the Participant's Termination of
Employment, or
(2) the Participant's death.
Before the election becomes effective, it may
be revoked.
If a Participant does not have a Termination
of Employment within 60 days after making an
election, the election will never take
effect.
(d) An election may only be made once. If it
fails to become effective after 60 days or is
revoked before becoming effective, it cannot
be made again at a later time.
(e) After a Participant has a Termination of
Employment, no election can be made.
(f) If a Participant dies before making a lump
sum election, his or her spouse may not make
a lump sum election with respect to any
benefits which may be due the spouse.
(g) Elections to receive a lump sum must be made
in writing and must include spousal consent
if the Participant is married. Elections and
spousal consent must be witnessed by a Plan
representative or a notary public.
3.05 Actives Lump Sum_Retirement Eligible. If a
Participant with a valid lump sum election in
effect under Section 3.04 has a Termination of
Employment after he or she is entitled to commence
benefits under the Pension Plans, payments will be
made in accordance with this Section.
(a) Monthly benefit payments will be made for up
to 12 months, commencing the first of the
month following Termination of Employment.
Payments will be made:
(1) in the case of a Participant who is not
married on the date benefits are
scheduled to commence, based on a
straight life annuity for the
Participant's life and ceasing upon the
Participant's death should he or she die
before the 12 months elapse, or
(2) in the case of a Participant who is
married on the date benefits are
scheduled to commence, based on a joint
and survivor annuity form_
(A) with the survivor benefit equal to
50% of the Participant's benefit;
(B) with the Participant's spouse as
the survivor annuitant;
(C) determined by using the contingent
annuitant option factors used to
convert straight life annuities to
50% joint and survivor annuities
under the Northrop Retirement Plan;
and
(D) with all payments ceasing upon the
death of both the Participant and
his or her spouse should they die
before the 12 months elapse.
(b) As of the first of the 13th month, the
present value of the remaining benefit
payments will be paid in a single lump sum.
Payment of the lump sum will be made to the
Participant if he or she is still alive, or,
if not, to his or her surviving spouse, if
any.
(c) No lump sum payment will be made if:
(1) The Participant is receiving monthly
benefit payments in the form of a
straight life annuity and the
Participant dies before the time the
lump sum payment is due.
(2) The Participant is receiving monthly
benefit payments in a joint and survivor
annuity form and the Participant and his
or her spouse both die before the time
the lump sum payment is due.
(d) A lump sum will be payable to a Participant's
spouse as of the first of the month following
the date of the Participant's death, if:
(1)the Participant dies after making a valid
lump sum election but prior to
commencement of any benefits under this
Plan;
(2)the Participant is survived by a spouse
who is entitled to a preretirement
surviving spouse benefit under this Plan;
and
(3)the spouse survives to the first of the
month following the date of the
Participant's death.
3.06 Actives Lump Sum_Not Retirement Eligible. If a
Participant with a valid lump sum election in
effect under Section 3.04, has a Termination of
Employment before he or she is entitled to
commence benefits under the Pension Plans,
payments will be made in accordance with this
Section.
(a) No monthly benefit payments will be made.
(b) Following Termination of Employment, a single
lump sum payment of the benefit will be made
on the first of the month following 12 months
after the date of the Participant's
Termination of Employment.
(c) A lump sum will be payable to a Participant's
spouse as of the first of the month following
the date of the Participant's death, if:
(1)the Participant dies after making a valid
lump sum election but prior to
commencement of any benefits under this
Plan;
(2)the Participant is survived by a spouse
who is entitled to a preretirement
surviving spouse benefit under this Plan;
and
(3)the spouse survives to the first of the
month following the date of the
Participant's death.
(d) No lump sum payment will be made if the
Participant is unmarried at the time of death
and dies before the time the lump sum payment
is due.
3.07 Calculation of Lump Sum. The factors to be used in
calculating the lump sum are as follows:
Interest: Whichever of the following two
rates that produces the smaller lump sum:
(1) the discount rate used by the Company
for purposes of Statement of Financial
Accounting Standards No. 87 of the
Financial Accounting Standards Board as
disclosed in the Company's annual report
to shareholders for the year end
immediately preceding the date of
distribution, or
(2) the Pension Benefit Guaranty Corporation
(PBGC) interest rate (or rates) that
would be used to calculate a lump sum
value for the benefit under the Northrop
Retirement Plan_
(A) using 120% of the PBGC rate for
lump sums over $25,000, and
(B) substituting the PBGC rate (or
rates) in effect for the time for
distribution (even if actual
payment is delayed for some reason)
instead of the rate for the first
day of the calendar year of
distribution.
Mortality: 1983 Group Annuity Mortality table
for males with a 2-year setback.
Increase in Section 415 Limit: 4% per year.
Age: Age rounded to the nearest month on the
date the lump sum is payable.
Variable Unit Values: Variable Unit Values
are presumed not to increase for future
periods after the date the lump sum is
payable.
The annuity to be converted to a lump sum will be
the remaining annuity currently payable to the
Participant or his or her beneficiary at the time
the lump sum is due.
For example, assume a Participant is
receiving benefit payments in the form of a
50% joint and survivor annuity.
If the Participant and the survivor annuitant
are both still alive at the time the lump sum
payment is due, the present value calculation
will be based on the remaining benefits that
would be paid to both the Participant and the
survivor in the annuity form.
If only the survivor is alive, the
calculation will be based solely on the
remaining 50% survivor benefits that would be
paid to the survivor.
If only the Participant is alive, the
calculation will be based solely on the
remaining benefits that would be paid to the
Participant.
In the case of a Participant who dies prior to
commencement of benefits under this Plan so that
only a preretirement surviving spouse benefit (if
any) is payable, the lump sum will be based solely
on the value of the preretirement surviving spouse
benefit.
3.08 Spousal consent. Spousal consent, as required for
elections as described above, need not be obtained
if the Company determines that there is no spouse
or the spouse cannot be located.
APPENDIX A
Northrop Supplemental Retirement Income Program For Senior
Executives
A.01 Purpose. The purpose of this Program is to provide
minimum pension and death benefits to senior
executives participating in the Northrop
Retirement Plan ("Retirement Plan") who have only
had a short period of service with the Company
prior to retirement.
A.02 Eligibility. Officers of the Company may become
Participants under this Program only if they are
designated as such by the Board of Directors.
A.03 Retirement Benefit. Upon voluntary or involuntary
Termination of Employment with the Company (other
than by death), at or after age 55 and with 10 or
more years of Vesting Service, a Participant will
be entitled to the benefit described in Section
A.04.
A.04 Amount of Retirement Benefit. A Participant
entitled to a benefit under Section A.03 will
receive a benefit equal in value to the excess of
(a) over (b) as follows:
(a) is the greater of
(1) the amount of the Participant's
retirement income under the Retirement
Plan on a straight life annuity basis,
computed without regard to the
limitations on benefits and the cap on
counted compensation imposed by Code
sections 415 and 401(a)(17), or
(2) the amount of a straight life annuity
with annual payments equal to the
Participant's Final Average Salary (as
defined by the Retirement Plan) in
effect on the date of his or her
Termination of Employment multiplied by
the appropriate percentage shown in the
following schedule:
Percentage of Final Average
Age at Termination Date* Salary at Termination Date**
55 30%
56 34%
57 38%
58 42%
59 46%
60 50%
61 52%
62 54%
63 56%
64 58%
65 and over 60%
(b) is the amount of the Participant's retirement
income under the Retirement Plan on a
straight life annuity basis, computed as of
his or her Termination of Employment, taking
into account the limitations on benefits and
the cap on counted compensation imposed by
Code sections 415 and 401(a)(17).
A.05 Post-55 Preretirement Surviving Spouse Benefit. If
a Participant dies--
(a) after age 55;
(b) while credited with 10 or more years of
Vesting Service;
(c) prior to Termination of Employment; and
(d) his or her spouse is entitled to a survivor
annuity under the Retirement Plan,
then the Participant's spouse will be entitled to
the benefit under Section A.06.
A.06 Amount of Post-55 Spouse's Benefit. The
Participant's surviving spouse benefit under this
Section shall be equal in value to the sum of (a)
and (b), with such sum then reduced by (c) where:
(a) is the amount of retirement income that the
Participant would have received under the
100% Contingent Annuitant Option under the
Retirement Plan had the Participant retired
on the date of death,
(b) is the amount of the benefit under this
Program after the offset of the Retirement
Plan benefit the Participant would have
received if he or she had retired on the date
of his or her death with said 100% Contingent
Annuitant Option in effect, and
(c) is the amount of the annuity benefit payable
to the surviving spouse under the Retirement
Plan (even if the annuity is commuted to a
lump sum).
A.07 Payment of Post-55 Spouse's Benefit. The spouse's
benefit described in Section A.06 will be payable
commencing the first day of the month next
following the Participant's date of death and
shall terminate on the date of death of the
surviving spouse.
A.08 Pre-55 Preretirement Surviving Spouse Benefit. If
a Participant dies--
(a) before age 55;
(b) while credited with 10 or more years of
Vesting Service; and
(c) prior to Termination of Employment,
then the Participant's spouse will be entitled to
the benefit under Section A.09.
A.09 Amount of Pre-55 Spouse's Benefit. The
Participant's surviving spouse benefit under this
Section shall be equal in value to the benefit
standing to the credit of the Participant under
the Retirement Plan as of the date of his or her
death, actuarially reduced in accordance with the
factors in the following table:
Age of Participant Factor to be Applied
at Date of Death* to the Earned Benefit**
55 .431
54 .399
53 .370
52 .343
51 .319
50 .297
49 .276
48 .257
47 .240
46 .223
45 .208
Any extension of the above table below age 45
shall be based on the following assumptions (i)
Mortality - 1971 Towers, Perrin, Forster & Crosby
Forecast Mortality Table, and (ii) Interest - 6%
compounded annually.
A.10 Payment of Pre-55 Spouse's Benefit. The spouse's
benefit described in Section A.09 will be payable
commencing the first day of the month next
following the Participant's date of death and will
terminate on the date of death of the surviving
spouse.
A.11 Waiver of Requirements. The President of the
Company or its Chief Executive Officer may, in his
or her discretion,
(a) waive the requirement of 10 years of Vesting
Service in any one or all of Sections A.03,
A.05, and A.08, and
(b) with respect to Section A.05, waive the
requirement that the Participant's spouse be
entitled to a survivor annuity under the
Retirement Plan only by virtue of the fact
that such Participant has not yet accumulated
sufficient years of Vesting Service as of the
date of death.
This waiver authority includes the authority to
have benefits under the Program pro rated based on
Vesting Service for Participants receiving a
waiver (e.g., benefits under the Program will be
multiplied by an amount equal to the Participant's
years of Vesting Service divided by 10). Any
waiver will specify whether or not the pro rating
of benefits will be applicable.
A.12 Effective Date. This Program first became
effective on July 18, 1973 and will be effective
as to each Participant on the date the Board of
Directors takes the action designating him or her
as a Participant under this Program.
A.13 Vesting Service. For purposes of this Program,
Vesting Service will be determined under the
Retirement Plan.
APPENDIX B
ERISA Supplemental Program 2
B.01 Purpose. The purpose of this Program is simply to
restore to employees of the Company the benefits
they lose under the Pension Plans as a result of
the compensation limit in Code section 401(a)(17)
("section 401(a)(17)"), or any successor
provision.
B.02 Eligibility. An employee of the Company is
eligible to receive a benefit under this Program
if he or she:
(a) retires on or after January 1, 1989;
(b) has vested in benefits under one or both
Pension Plans which are reduced because of
the application of section 401(a)(17); and
(c) is not eligible to receive a benefit under
the Northrop Corporation Supplemental
Retirement Income Program for Senior
Executives or any other plan or program which
bars an employee from participation in this
Program.
B.03 Amount of Benefit. The benefit payable under this
Program with respect to a Participant who
commences benefits during his or her lifetime will
equal the retirement benefit, if any, which would
have been payable to the Participant under the
terms of a Pension Plan, but for the restrictions
of Code sections 401(a)(17) and 415 ("section
415"), or any successor section.
The benefit payable under this Program will be
reduced by the combined amounts of Pension Plan
Benefits and the Northrop Corporation ERISA
Supplemental Plan 1 benefits attributable to the
applicable Pension Plan.
Benefits under this Program will only be paid to
supplement benefit payments actually made from a
Pension Plan. If benefits are not payable under a
Pension Plan because the Participant has failed to
vest or for any other reason, no payments will be
made under this Program with respect to such
Pension Plan.
B.04 Preretirement Surviving Spouse Benefit.
Preretirement surviving spouse benefits will be
payable under this Program on behalf of a
Participant if such Participant's surviving spouse
is eligible for benefits payable from a Pension
Plan. The benefit payable will be the amount which
would have been payable under the Pension Plan but
for the restrictions of section 401(a)(17) and
section 415.
The benefit payable under this Program will be
reduced by the combined amounts of the Pension
Plan Benefits and the Northrop Corporation ERISA
Supplemental Plan 1 benefits attributable to the
applicable Pension Plan.
No benefit will be payable under this Program with
respect to a spouse after the death of that
spouse.
B.05 Plan Termination. No further benefits may be
earned under this Program with respect to a
particular Pension Plan after the termination of
such Pension Plan.
B.06 Pension Plan Benefits. For purposes of this
Appendix, the term "Pension Plan Benefits"
generally means the benefits actually payable to a
Participant, spouse, beneficiary or contingent
annuitant under a Pension Plan. However, this
Program is only intended to remedy pension
reductions caused by the operation of section
401(a)(17) and not reductions caused for any other
reason. In those instances where pension benefits
are reduced for some other reason, the term
"Pension Plan Benefits" shall be deemed to mean
the benefits that actually would have been payable
but for such other reason.
Examples of such other reasons include, but are
not limited to, the following:
(a) A reduction in pension benefits as a result
of a distress termination (as described in
ERISA 4041(c) or any comparable successor
provision of law) of a Pension Plan. In such
a case, the Pension Plan Benefits will be
deemed to refer to the payments that would
have been made from the Pension Plan had it
terminated on a fully funded basis as a
standard termination (as described in ERISA
4041(b) or any comparable successor
provision of law).
(b) A reduction of accrued benefits as permitted
under Code section 412(c)(8), as amended, or
any comparable successor provision of law.
(c) A reduction of pension benefits as a result
of payment of all or a portion of a
Participant's benefits to a third party on
behalf of or with respect to a Participant.
APPENDIX C
Arthur F. Dauer Program
C.01 In General. Arthur F. Dauer will be entitled to a
supplemental benefit in accordance with the
provisions of this Appendix.
C.02 Forfeiture of Benefits. Mr. Dauer may forfeit
benefits under this Appendix in accordance with
the provisions of a document entitled, "Separation
Agreement, General Release And Covenant Not To
Sue", between Mr. Dauer and Northrop Corporation,
which was executed by both parties on February 14,
1994 ("Separation Agreement").
C.03 Purpose. This Appendix is intended merely to
implement the provisions of section 3(d) of the
Separation Agreement and no more. Accordingly, the
provisions of this Appendix are to be construed
and limited in accordance with all of the
provisions of the Separation Agreement.
C.04 Amount of Life Benefit. The benefit payable under
this Program if Mr. Dauer commences his benefits
during his lifetime will be in the form of a joint
and 50% survivor annuity, commencing July 1, 1994,
with Mr. Dauer's current spouse (as of July 1,
1994) as the survivor annuitant.
The annual benefit payable to Mr. Dauer during his
lifetime will be $97,593, with 50% of that amount
continuing to his current spouse for life if she
should survive him.
Commencing August 1, 2001, the annual benefit
payable under this Section will be reduced by the
annual benefit payable under the Northrop
Retirement Plan assuming it commenced on August 1,
2001 in the form of a joint and 50% survivor
annuity with Mr. Dauer's current spouse (as of
July 1, 1994) as the survivor annuitant.
C.05 Preretirement Surviving Spouse Benefit. If Mr.
Dauer should die before July 1, 1994, his spouse,
should she survive him, will be entitled to an
annuity for life with an annual benefit of 50% of
$97,593, commencing July 1, 1994, reduced by the
amount of any benefits payable to her under the
Northrop Retirement Plan.
She may elect to have her annuity under this
Section commence on the first of any month after
his death and prior to July 1, 1994. If she elects
early commencement, her annual benefit will be
reduced to equal an unsubsidized actuarial
equivalent of the benefit in the preceding
paragraph, using the actuarial assumptions in the
Northrop Retirement Plan.
C.06 No Other Supplemental Pensions: Mr. Dauer, his
spouse and his beneficiaries will not be entitled
to any benefits under Northrop Corporation ERISA
Supplemental Plan 1 or ERISA Supplemental Program
2.
APPENDIX D
John Harrison Program
D.01 In General. As described in this Appendix, John
Harrison will be entitled to a supplemental pension
benefit upon his retirement from the Company on or
after his attainment of age 65.
D.02 Purpose. The purpose of this Program is to provide Mr.
Harrison, following his retirement from the Company on
or after the attainment of age 65, a supplement to the
retirement benefit that he would otherwise be eligible
for from the Grumman Supplemental Retirement Plan, as
in effect on October 31, 1995 (the "Grumman SRP"), the
ERISA Plan 1 and Plan 2, the Grumman Pension Plan and
any other qualified pension plan maintained by Northrop
Grumman or members of its controlled group of
corporations. A copy of the Grumman SRP, as in effect
October 31, 1995, is attached hereto. It is intended
that any amendment or modification of the Grumman SRP
after October 31, 1995, including any changes in the
vesting schedule or benefit increases, shall not result
in any changes to benefit paid to or payable on behalf
of Mr. Harrison under this Appendix.
D.03 Conditions for Eligibility. In order to be eligible
for the benefit provided in this Appendix, Mr. Harrison
must have "Continuous Service" from the date of the
adoption of this Appendix through his termination of
employment from the Company on or after his attainment
of age 65. The term "Continuous Service" shall have
the meaning it had under the Grumman Pension Plan prior
to its amendment and restatement effective December 31,
1994. However, nothing in this Appendix generally, and
nothing in this paragraph F.03 in particular, shall be
construed to be a contract of employment between Mr.
Harrison and Grumman Corporation or Northrop Grumman
Corporation.
D.04 Amount of Retirement Benefit. If Mr. Harrison retires
from the Company on or after his attainment of age 65,
Mr. Harrison will receive a benefit under this Program
equal to (a) minus (b), where (a) equals the benefit
Mr. Harrison would have received under the Grumman SRP
calculated as if he had 25 years of "Continuous
Service" credited under the Grumman SRP, and (b) equals
the benefit to which he is actually entitled under the
Grumman SRP.
D.05 Benefit Limitation. The benefit limitation of Section
VII of the Grumman SRP is incorporated herein by
reference, and shall be applied to benefits payable to
Mr. Harrison and/or his beneficiaries by taking into
account benefits payable to him under this Program.
Thus, if the total retirement benefits taken into
account in that Section VII, plus the benefits payable
under this Program, exceed the 60-percent limit
otherwise payable on behalf of Mr. Harrison, then the
benefits payable under this Program shall be reduced or
eliminated so that the total retirement benefits
payable on behalf of Mr. Harrison (including benefits
under this Program) shall not exceed that Section VII
limitation. If the total retirement benefits payable
to Mr. Harrison still exceed that limit, then his
benefits shall be reduced according to the procedures
specified in the Grumman SRP.
D.06 Form and Duration of Benefits. Benefits payable under
this Program shall be payable in the time and manner as
benefits are payable under the Grumman SRP; and if
payable, shall commence as soon as administratively
possible after Mr. Harrison's "Annuity Starting Date"
(as that term is defined in the Grumman Pension Plan,
restated effective January 1, 1995) under the qualified
defined benefit plan from which he retires.
D.07 Preretirement Survivor Benefit. If Mr. Harrison dies
before his "Annuity Starting Date" and leaves a
surviving spouse, the surviving spouse shall be
eligible for the Preretirement Death Benefit payable
under Section VI of the Grumman SRP, and she shall not
be entitled to any additional benefits as a result of
this Appendix.
D.08 Forfeiture. If, under the Forfeiture provisions of
Section VIII of the Grumman SRP, no benefit shall be payable
to Mr. Harrison under that Plan, then no benefit shall be
payable to or on behalf of Mr. Harrison under this Appendix.
_______________________________
* Calculated to years and completed months on the
Termination Date.
** The applicable percentage shall be straight line
interpolation depending on the Participant's age on his
termination date. The percentage thus determined shall be
rounded to the nearest hundredth. For example, if a
Participant terminates when he is 55 years and 8 months old,
the applicable percentage is 30.00% + 2.67% = 32.67%.
* Calculated to years and completed months on date of death.
** The applicable factor shall be determined by straight
line interpolation depending on Participant's age at date of
death.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
91
Exhibit 10(i)
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
a mutual life insurance company
In consideration of the Application of the Policyholder for this
Group Policy and of the payment of premiums as provided in the Group
Policy, The Prudential Insurance Company of America agrees to pay
benefits in accordance with and subject to the terms of the Group
Policy.
The Group Policy takes effect on the Policy Date.
The Group Policy is delivered in and is governed by the laws of
the Governing Jurisdiction.
In Witness Whereof, The Prudential Insurance Company of America
has caused the Group Policy to be executed as of the Policy Date
provided it is duly attested under the Group Policy Schedule.
Secretary President
GROUP INSURANCE POLICY
Providing
Coverage(s) as Indicated in the Coverage Rider(s) Forming Part Hereof
DIVIDENDS APPORTIONED ANNUALLY
GRP 31300
GEN AS5-103 (1-101) ED 3-66
-1-
GROUP POLICY SCHEDULE
Policy Date
August 1, 1970
Policy Anniversaries
August 1 of each year, beginning in 1971.
Premium Due Dates
The Policy Date, and thereafter the first day of each month
beginning with September, 1970
Governing Jurisdiction
State of California
Policyholder
NORTHROP CORPORATION
Group Policy
G-91660
Employment Waiting Period
The following period of continuous service on a full-time basis with
the Employer Full-time Employees in the eligible classes on the Policy
Date: See reverse side. Other Employees: See reverse side.
Associated Companies
Effective January 1, 1981, the list of OAssociated CompaniesO in the
Group Policy Schedule is replaced by the following:
NORTHROP INTERNATIONAL, INC.
WILCOX ELECTRIC, INC.
NORTHROP WORLDWIDE AIRCRAFT SERVICES, INC.
Forms Comprising the Group Policy as of the Policy Date
The following forms bearing a GRP 31300 prefix - GEN AS5-103 (pages (1-
101), (2-101) (1-2A), (2-101) (1-2B), (3-101) (1-2), (4-101) (2E-6),
(5-103) (1-3)), GEN B-102 (1-2), GEN C-111 (1-1), GEN D-101 (1-12),
GEN M-101 (1-1), GEN M-101 (1-7), GEN M-102 (1-1), GEN M-103 (1-1),
GEN M-108 (2N-1), LIFE R-101 -- Cov. LIFE 101 (1-1), LIFE T-101 (1-1),
LIFE U-101 (1-2), GC-10319, GRP 32221 SURV R-101 -- Cov. SURV 101 (1-
6), GRP 32222 SURV U-101 (1-6), DEPL R-101 -- Cov DEPL 101 (1-1), DEPL
U-101 (1-2), AD&D R-101 -- Cov. AD&D 101 (5-1), AD&D U-101 (1-2), LTD
R-102 -- Cov. LTD 102 (6-5), LTD U-101 (1-2), LTD U-102 (6-5), MM R-
609 -- Cov. MM 609 (6-1), MM U-602 (6-1); GC-3350; GC-3535; GC-10311;
ORD 30706-1 (W-3); GC-3110.
_____________________
Attest: ......................................................
GRP 31300
GEN A (2-101) ED 3-66 (1-2A)
-2-
INCLUDED EMPLOYERS PROVISIONS
The Policyholder and any Associated Companies are employers
included under the Group Policy. OAssociated CompaniesO means those
employers subsidiary to or affiliated with the Policyholder as are
listed under OAssociated CompaniesO on the reverse side hereof.
Any individual employed by more than one included employer shall
be considered as being employed only by one employer, and his service
with the other employer or employers shall be considered as service
with that one employer.
If any employer ceases to be an included employer, the Group
Policy will be considered as terminating on the date of such cessation
with respect to all Employees of that employer who on the next day are
not Employees of another included employer within the eligible classes
under the Group Policy. The Policyholder shall notify Prudential, in
writing, when an Associated Company ceases to be subsidiary to or
affiliated with the Policyholder.
GENERAL DEFINITIONS
Employee Insurance: Insurance under a coverage pertaining to the
person of an Employee.
Dependents Insurance: If Dependents Insurance is provided, the Group
Policy includes Dependents Insurance Provisions which define
Dependents Insurance and qualified dependents.
Covered Individual under a coverage: An Employee who is insured for
Employee Insurance; a qualified dependent with respect to whom an
Employee is insured for Dependents Insurance.
The Employer: When the term Othe EmployerO is used, it means
collectively all employers included under the Group Policy (see
Included Employers Provisions above).
Coverage Classes under a Coverage Schedule: The Employees of the
Employer who comprise the classes to which the insurance provided in
that Schedule applies.
Insurance on Contributory or Non-Contributory Basis (each Coverage
Schedule indicates the basis for the insurance under the coverage
which is provided in that Schedule):
Contributory insurance - insurance for which the Policyholder may
establish required contributions to be made by Employees.
Non-contributory insurance - insurance for which Employees are
not permitted to make contributions.
PrudentialOs Home Office: PrudentialOs Home Office in Newark, New
Jersey, or any of its other Home or Head Offices.
Active Work Requirement: A requirement that an Employee be actively
at work on full time at the business establishment of the Employer or
at other locations to which the EmployerOs business requires the
Employee to travel.
EmployeeOs Earnings: If an item is determined by an EmployeeOs
earnings, they shall be based on his earnings from the Employer,
exclusive of bonus and overtime pay, for a normal work week not
exceeding forty hours.
Physician: A licensed practitioner of the healing arts acting within
the scope of his practice.
Officers: When the term OOfficersO is used, it means all Employees
classified as Officers, but excluding in any case those Employees
classified as Assistant Corporate Officers.
Employment Waiting Period: (Continued): 30 days commencing with the
first day of a month; provided that no such period shall apply to
those Employees classified as (1) President, Executive Vice President
or Senior Vice President of Northrop Corporation, or (2) elected vice
presidents each of whom has entered into an employment agreement with
the Policyholder.
GRP 31300
GEN A -3- (2-101) ED 3-66
(1-2A)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
SCHEDULE OF PREMIUM RATES
G-91660
Classes of Employees
to which this Schedule applies:
All classes
Monthly Rate Per Employee
Applicable Insurance
Term Life (Employee) $0.50 per $1,000 of Insurance,
except for that
amount on the President of
Northrop Corporation in
excess of $300,000;
$0.636 per $1,000 of Insurance for
that
amount on the President of
Northrop
Corporation in excess of
$300,000.
Term Life (Dependents) $0.50 per Employee with
Dependents
Survivor Benefits Life 0.49% of Covered Monthly
Payroll
Accidental Death and Dismemberment $0.10 per $1,000 of Insurance
Monthly Income Long Term Disability 0.48% of Covered Monthly
Payroll, except
for the President, Executive
Vice
President or Senior Vice
President of
Northrop Corporation;
$49.00 for the President of
Northrop
Corporation
$34.42 for the Executive Vice
President of
Northrop Corporation
$19.83 for the Senior Vice
President of
Northrop Corporation
Supplementary Major Medical Expense $30.00 per Employee
GRP 31300
GEN A -5- (3-101) ED 3-66 (1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
INSURANCE PLAN PROVISIONS
A. ELIGIBILITY
Eligible Classes: All Employees of the Employer who are within the
coverage classes under one or more Coverage Schedules of the Group
Policy.
EmployeeOs Date of Eligibility: The first day, on or after the Policy
Date, on which he is a full-time Employee in the eligible classes
following his completion of the employment waiting period under the
Group Policy Schedule.
An Employee is considered full-time if he works for the Employer
at least the number of hours in the normal work week established by
the Employer, but not less than twenty hours per week. A proprietor
or partner of the Employer is considered a full-time Employee if he
works at least thirty hours per week in the conduct of the EmployerOs
business.
Determination of Coverage Class and Classification: The Policyholder
shall determine each individualOs coverage class and classification,
but no Employee shall be considered as belonging to more than one
coverage class for any one type of insurance under a coverage or more
than one classification under a Coverage Schedule applicable to his
coverage class. Such determinations shall be made on those dates
which are established by the practices of the Policyholder. Any such
determination shall be made without discrimination among persons in
like circumstance, and shall be final and conclusive.
B. BECOMING INSURED FOR EMPLOYEE INSURANCE
This Section applies separately to the Employee Insurance under
each coverage and on each basis, contributory or non-contributory.
An Employee shall be insured from the first day, on or after his
date of eligibility, on which he is included in a coverage class for
the insurance and the following requirements are simultaneously
satisfied:
(1) If the insurance is contributory, he has requested it of the
Policyholder on a form satisfactory to Prudential and has agreed
to make the required contributions.
(2) If any evidence of insurability requirement applies, he has
complied with that requirement. He will be considered as having
complied as of the date Prudential determines the evidence to be
satisfactory.
(3) He is complying with the active work requirement of the General
Definitions.
(4) If the Coverage Schedule for the insurance defines as Associated
Protection, he is covered for that Associated Protection.
An Employee becoming included in the coverage classes for
contributory Employee Insurance under a coverage will be considered as
having satisfied requirement (1) above on the date of such inclusion
if, on the day before, he was insured for any other contributory
Employee Insurance under the Group Policy. The preceding sentence
will not apply if (a) such inclusion is effected by an amendment to
the Group Policy or if (b) on or before the thirty-first day after
such inclusion date, he gives the Policyholder written notice of his
election not to become insured for the Employee Insurance under the
coverage.
C. EVIDENCE OF INSURABILITY REQUIREMENTS FOR EMPLOYEE INSURANCE
An employee must furnish evidence of his insurability
satisfactory to Prudential in order to become insured for Employee
Insurance under a coverage, in any of the following situations:
(1) Late Participation under Contributory Insurance - He does not
satisfy both requirements (1) and (4) of Section B of the
Insurance Plan Provisions before the end of the thirty-one day period
immediately following the first day, on or after his date of
eligibility, on which he is complying with the active work requirement
of the General Definitions.
(2) Failure to Make Contribution - He requests the insurance after
previous termination of any insurance under the Group Policy because
of failure to make a required contribution.
(3) Conversion Privilege Previously Exercised - The insurance is life
insurance and an individual policy of life insurance obtained by his
exercise of a conversion privilege of the Group Policy is inforce.
(4) Previous Evidence Requirement - He has not satisfied a previous
requirement that evidence of his insurability he furnished in order
for him to become insured under a coverage of the Group Policy or any
other Prudential group policy which provides or provided insurance for
Employees of the Employer.
GRP 31300
GEN A -6- (4-101) ED 3-
66 (2E-6)
D. CHANGES OF EMPLOYEE BENEFITS
The Employee Insurance benefits for which an Employee is insured
will be those for his classification under the applicable Coverage
Schedule unless otherwise determined in accordance with this Section.
This Section applies separately to Employee Insurance under each
coverage and on each basis, contributory or non-contributory. It
applies unless the applicable Coverage Schedule indicates to the
contrary.
Provisions (1) and (2) below apply when an EmployeeOs
classification changes or the benefits applicable to his
classification are changed by an amendment to the Group Policy.
(1) Adjustment of Benefits, other than Amounts under Employee Term
Life Insurance and Accidental Death and Dismemberment Insurance
The EmployerOs benefits will not be adjusted until the first day,
on or after the date of the change, on which he is complying with the
active work requirement of the General Definitions. His benefits will
be adjusted on that day to those then applicable to his
classification.
(2) Adjustment of Amounts under Employee Term Life Insurance and
Accidental Death and Dismemberment Insurance
(a) Increase in Amount of Insurance: The EmployeeOs amount of
insurance will not be increased until the first day, on or
after the date of the change, on which he is complying with the active
work requirement of the General Definitions and has
satisfied the requirements listed below. His amount of
insurance will be increased on that day to the amount then applicable
to his classification.
Requirements -
(i) If the insurance is contributory, he is making, or has agreed
to make, the contribution applicable to such classification.
(ii) He has, if either of the following situations applies,
furnished Prudential with evidence of his insurability for the
increase, and Prudential has determined such evidence to be
satisfactory:
The insurance is contributory and he does not satisfy requirement
(i) above before the end of the thirty-one day period immediately
following the first day, on or after the date of the change, on which
he is complying with said active work requirement.
His amount of insurance on the date immediately prior to the date
of the change was smaller than that applicable to his
classification on such prior date.
(b) Decrease in Amount of Insurance: The EmployeeOs amount of
insurance will not be decreased until the date shown below.
His amount of insurance will be decreased on that date to the amount
then applicable to his classification.
(i) Contributory insurance - the later of the date he makes
written request to the Policyholder for the decrease and
the date of the change.
(ii) Non-contributory insurance - the first day, on or after the
date of the change, on which he is complying with the active
work requirement of the General Definitions.
(3) Coverage under a OPrevious Group CoverageO
If the Coverage Schedule indicates a previous group coverage for
which the Employee was insured immediately prior to his becoming
included under that Schedule, provision (2) above shall apply as if
his amount of insurance under the previous group coverage had been
provided under the insurance to which that Schedule applies and as
if his classification were changing on the date of such inclusion.
E. TERMINATION OF EMPLOYEE INSURANCE
The Employee Insurance of an Employee under a coverage will
automatically terminate when:
(1) he ceases to be a member of the coverage classes for the
insurance because of termination of employment (described below) or
for any other reason, or
(2) his class is no longer included in the coverage classes for the
insurance, or
(3) the provisions of the Group Policy for the insurance terminate,
or
(4) if the insurance is contributory, any contribution required of
him for any insurance under the Group Policy is not made when due.
Termination of Employment - For insurance purposes, an EmployeeOs
employment will be considered to terminate when he is no longer
actively engaged in work on a full-time basis for the Employer.
However, if absence from such full-time work is then of a type set
forth in the Coverage Schedule for the insurance, the Policyholder
may, without discrimination among persons in like circumstances,
consider the Employee as not having terminated his employment for
insurance purposes and, while such absence is of any such type, as
continuing to be a member of the coverage classes for the insurance up
to any applicable time limit in the schedule.
GRP 31300
GEN A -7- (4-101) ED 3-
66 (2E-6)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
GENERAL PROVISIONS
A. PAYMENT OF PREMIUMS - GRACE PERIOD
Premiums under the Group Policy are payable by the Policyholder
to Prudential, at an office of Prudential or to its authorized
representative. There is a premium due and payable on each premium
due date specified in the Group Policy Schedule. A grace period of
thirty-one days, without interest charge, is allowed for the payment
of each premium other than the first. The Policyholder is liable to
Prudential for the payment of premiums for the time the Group Policy
is inforce.
B. PREMIUM COMPUTATION - CHANGE OF PREMIUM RATES
The premium due on each premium due date is the sum of the
premium charges for the insurance then provided under the coverages of
the Group Policy, determined from the applicable premium rates then in
effect and the Employees insured at the periodic intervals established
by Prudential. Premiums may be computed by any other method mutually
agreeable to the Policyholder and Prudential which produces
approximately the same total amount.
Prudential shall have the right to change premium rates as of (1)
any premium due date, provided 31 daysO written notice delivered or
mailed to the Policyholder at his last address as it appears on
PrudentialOs records has been given, (2) any date an employer becomes
or ceases to be included under the Group Policy, and (3) for a
coverage, any date the extent or nature of the risk under that
coverage, or under any other coverage considered in determining the
premium rate for that coverage, is changed by amendment or termination
or by reason of any provision of law or any governmental program or
regulation. However, the premium rates for insurance under a
coverage, or portion separately rates, will not be changed under (1)
above before the first policy anniversary nor more than once in any
twelve consecutive months, unless otherwise provided in the schedule
of premium rates applicable on the Policy Date or in an amendment to
the Group Policy. The Policyholder will be notified whenever a change
in the premium rates is made.
C. DIVIDENDS
The portion, if any, of the divisible surplus of Prudential
allocable to the Group Policy at each policy anniversary will be
determined annually by PrudentialOs Board of Directors and will be
credited to the Group Policy as a dividend on such anniversary,
provided the Group Policy is continued in force by the payments of all
premiums to such anniversary.
Any such dividend will be (1) paid to the Policyholder in cash,
or, at the PolicyholderOs option, (2) applied to the reduction of the
premium then due.
If the aggregate dividends under the Group Policy and any other
group policy or policies issued to the Policyholder should be in
excess of the aggregate contributions toward their cost made by the
Employer from his own funds, an amount equal to such excess will be
applied for the sole benefit of insured persons. Payment of any
dividend to the Policyholder will completely discharge the liability
of Prudential with respect to that dividend.
D. TERMINATION OF GROUP POLICY OR OF INSURANCE PROVISIONS
By Failure to Pay Premium: If any premium is not paid within its
grace period (as provided in Section A of these General Provisions),
the Group Policy will terminate at the end of the grace period.
However, if the Policyholder makes written request in advance for
termination to take effect at the end of the period for which premiums
have been paid or at any time during the grace period, the Group
Policy will terminate on the date requested.
By Failure to Maintain Insuring Conditions: Prudential may terminate
the provisions of the Group Policy for any insurance under a coverage
on any premium due date, if the applicable condition set forth below
then exists and notice of intention to terminate has been given to the
Policyholder at least thirty-one days in advance.
Contributory insurance - The Employees insured
(1) total less than the Minimum Participation Number (see Group
Policy Schedule), or
(2) are less than seventy-five percent of the eligible
Employees, or
(3) are contributing at a rate greater than any maximum
contribution rate for such insurance provided under the Group
Policy.
Non-contributory insurance - The Employees insured
(1) total less than the Minimum Participation Number or
(2) are contributing for such insurance
By Termination of Associated Protection: If the Coverage Schedule for
any insurance defines as Associated Protection, the provisions for
such insurance will terminated upon termination of the Associated
Protection.
GRP 31300
GEN A -8- (5-103) ED 3-
66 (1-3)
E. ASSIGNMENT LIMITATIONS
Insurance under a coverage is not assignable unless the Coverage
Schedule indicates that it is assignable. An assignment may apply to
any right, benefit or privilege of the Employee including, without
limiting the generality of the foregoing, any right of the Employee to
designate a Beneficiary or to convert to another policy. No
responsibility for the validity or sufficiency of any assignment is
assumed by Prudential. Prudential shall not be considered to have
knowledge of any assignment unless the original or a duplicate is
filed with Prudential through the Policyholder.
If, under an insurance for which the Group Policy allows
Beneficiary designations, any amount of insurance becomes payable on
account of the death of an Employee and there is, as to such amount of
insurance, at the EmployeeOs death an assignment in effect but no
Beneficiary designated by the assignee, such amount of insurance will
be payable as follows and not as otherwise provided in the Beneficiary
Provisions of the Group Policy:
(1) In the case of a non-collateral assignment, payment will be made
to the assignee, if living, otherwise to the estate of the
assignee.
(2) In the case of a collateral assignment, payment will be made to
the assignee, if living, otherwise to the estate of the assignee, as
interest may appear, and payment of the balance, if any, will be made
as provided in those Beneficiary Provisions without regard to the
paragraph.
F. EMPLOYEEOS CERTIFICATE
Prudential will issue to the Policyholder, for delivery to each
insured Employee, an individual certificate stating to whom benefits
are payable and the essential features of his insurance protection,
including any protection and rights upon termination of his insurance
and the rights and requirements for establishment and payment of
claim.
G. RECORDS - INFORMATION TO BE FURNISHED - CLERICAL ERROR
Either the Policyholder or Prudential, as mutually agreed, shall
keep a record of the insured Employees containing the essential
particulars of the insurance. The Policyholder shall forward the
information periodically required by Prudential in connection with the
administration of the Group Policy and the determination of the
premium rates. All records of the Policyholder and the Employer which
have a bearing on the insurance shall be open for inspection by
Prudential at any reasonable time.
Prudential shall not be liable for the fulfillment of any
obligation dependent upon such information prior to its receipt in a
form satisfactory to Prudential. Incorrect information furnished may
be corrected, if Prudential shall not have acted to its prejudice by
relying on it. An EmployeeOs insurance under a coverage shall in no
event be invalidated by failure of the Policyholder or the Employer,
due to clerical error, to record or report the Employee for such
insurance.
H. ENTIRE CONTRACT - INCONTESTABILITY OF POLICY - CHANGES
The Group Policy, the Application of the Policyholder, and the
individual applications, if any, of the persons insured hereunder
constitute the entire contract between the parties, and any statement
made by the Policyholder shall, in the absence of fraud, be deemed a
representation and not a warranty. No such statement shall be used in
defense to a claim hereunder unless it is contained in a written
application.
The validity of the Group Policy shall not be contested, except
for non-payment of premiums, after it has been in force for one year
from its date of issue.
No change in the Group Policy shall be valid unless approved by
an executive officer of Prudential and evidenced by an endorsement on
it, or by amendment to it signed by the Policyholder and by an
executive officer of Prudential. No agent has authority to change the
Group Policy or to waive any of its provisions.
The Group Policy may be amended at any time, without the consent
of the Employees insured under it or any other person having a
beneficial interest in it, upon written request made by the
Policyholder and agreed to by Prudential., but any such amendment
shall be without prejudice to any claim arising prior to the date of
change.
GRP 31300
GEN A -9- (5-103) ED 3-
66 (1-3)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
RIDER TO GROUP POLICY NO. G-91660
EFFECTIVE DATE OF RIDER: AUGUST 1, 1970
A. BENEFICIARY PROVISIONS
Any insurance under the Group Policy becoming payable on account
of the death of an Employee will be payable to the person designated
by him as his Beneficiary on a form satisfactory to Prudential,
subject to the facility of payment provision if included under the
Coverage Schedule and subject to the Assignment Limitations section of
the General Provisions.
At any time the Employee may, without the consent of his
Beneficiary, change the Beneficiary by filing written notice of the
change through the Policyholder on a form satisfactory to Prudential.
The new designation will take effect on the date the notice was
signed, except that it will not apply as to any amount paid by
Prudential before receipt of the notice.
If more than one Beneficiary is designated and in such
designation the Employee has failed to specify their respective
interests, the Beneficiaries will share equally. Unless otherwise
provided in the EmployeeOs Beneficiary designation, the interest of
any designated Beneficiary predeceasing the Employee will terminate
and will be shared equally by any Beneficiaries who survive the
Employee. Any amount of the insurance for which there is no
disposition of a terminated interest as provided above, and any other
amount of the insurance for which there is no Beneficiary at the death
of the Employee, will be payable to the estate of the Employee unless
otherwise provided in the Assignment Limitations.
B. MODE OF SETTLEMENT PROVISIONS
Subject to the Assignment Limitations, a mode of settlement other
than lump sum payment may be arranged for all or a part of the
Employee Life Insurance payable under the Group Policy at an
EmployeeOs death, in accordance with the following provisions.
Equal Monthly Installments Over a Fixed Period Not to Exceed Ten
Years: The Employee may elect such a settlement during his lifetime
by his proper written request to Prudential. The first installment is
payable upon receipt of the required proof of death. Each installment
will include interest on the unpaid balance at the effective rate of 2
3/4% per annum. PrudentialOs Board of Directors may authorize
additional interest. If the Beneficiary dies, the discounted value of
any unpaid installments will be paid in one sum to the BeneficiaryOs
estate.
Other Arrangements: Any other settlement on which the Employee and
Prudential mutually agree may be arranged during the EmployeeOs
lifetime. If, at the EmployeeOs death, no settlement has been
arranged for an amount of his Employee Life Insurance, the Beneficiary
and Prudential may then mutually agree upon any settlement as to such
amount.
Availability Conditions: The Beneficiary must be a natural person
taking in his own right as an individual and not in a fiduciary
capacity. No settlement is available for secondary Beneficiaries
unless Prudential specifically consents in writing. The amount of
each settlement to a person must not be less than $20,000. A change
of Beneficiary will void any previous arrangement of a settlement.
Designation by Beneficiary: A Beneficiary receiving settlement under
an arrangement in accordance with any of the above provisions may, if
Prudential approves, designate (or change such designation of) a payee
or payees to receive in one sum any amount which would otherwise be
payable to the BeneficiaryOs estate.
C. INCONTESTABILITY OF AN INDIVIDUALOS LIFE INSURANCE
All statements with respect to Life Insurance under the Group
Policy made by a person insured therefore shall be deemed
representations and not warranties. With respect to each amount of
such insurance for which a person is insured., no such statement shall
be used in any contest of such insurance unless such statement is
contained in an individual application signed by such person and a
copy of such application is or has been furnished to him or to his
Beneficiary. No statement made by a person insured under the Group
Policy relating to his insurability for such insurance shall be used
in contesting the validity of the insurance with respect to which such
statement was made after such insurance has been in force prior to the
contest for a period of two years during his lifetime.
GRP 31300
GEN B-102 ED 3-66 -10- (1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
RIDER TO GROUP POLICY NO. G-91660
EFFECTIVE DATE OF RIDER: JANUARY 1, 1980
DEPENDENTS INSURANCE PROVISIONS
These provisions apply separately to each coverage under which
Dependents Insurance is provided.
A. DEFINITIONS
Dependents Insurance: Insurance pertaining to the person of a
dependent. Under such insurance, a charge will be considered actually
made to an Employee if actually made to his qualified dependent.
Qualified Dependent: An EmployeeOs wife, unmarried child, or the
husband of an Employee if the Coverage Schedule indicates the
inclusion of husbands, excluding in any case --
(1) a legally separated spouse;
(2) a child nineteen or more years of age unless (a) wholly dependent
upon the Employee for support and maintenance and (b) enrolled as a
full-time student in an educational institution;
(3) a spouse or child on active duty in any military, naval or air
force of any country; and
(4) a spouse or child who is insured for Employee Insurance under the
Group Policy.
An EmployeeOs children include step-children, legally adopted
children and foster children, provided they are dependent upon the
Employee for support and maintenance.
A wife is not considered to have qualified dependents while both
she and her husband are insured for Employee Insurance under the Group
Policy.
B. BECOMING INSURED FOR DEPENDENTS INSURANCE
This Section (other than requirement (1) below) applies
separately to each qualified dependent an Employee has or acquires.
The Employee shall be insured with respect to a qualified
dependent from the first day, on or after the EmployeeOs date of
eligibility, on which the Employee is included in a coverage class for
the insurance and the following requirements are simultaneously
satisfied:
(1) If the insurance is contributory, the Employee has requested it
of the Policyholder on a form satisfactory to Prudential and has
agreed to make the required contributions.
(2) If any evidence of insurability requirement applies with respect
to the qualified dependent, the Employee has complied with that
requirement. An Employee will be considered as having complied as of
the date Prudential determines the evidence to be satisfactory.
(3) The insurance with respect to the qualified dependent is not
being deferred in accordance with Section D of these Dependents
Insurance Provisions.
(4) The Employee is covered for the Associated Protection defined in
the Coverage Schedule for the insurance.
An Employee becoming included in the coverage classes for
contributory Dependents Insurance under a coverage will be considered
as having satisfied requirement (1) above on the date of such
inclusion if, on the day before, he was insured for any other
contributory Dependents Insurance under the Group Policy. The
preceding sentence will not apply if (a) such inclusion is effected by
an amendment to the Group Policy or if (b) on or before the thirty-
first day after such inclusion date, he gives the Policyholder written
notice of his election not to become insured for the Dependents
Insurance under the coverage.
GRP 31300
GEN D-101 ED 3-66 (1-
12)
C. EVIDENCE OF INSURABILITY REQUIREMENTS FOR DEPENDENTS INSURANCE
An Employee must furnish evidence of the insurability of a
qualified dependent satisfactory to Prudential in order to become
insured with respect to that dependent, in any of the situations
listed below. These requirements shall not apply to any qualified
dependent acquired after the Employee becomes insured for Dependents
Insurance.
(1) Late Participation under Contributory Insurance - The Employee
does not satisfy both requirements (1) and (4) of Section B before
the end of the thirty-one day period immediately following the first
day, on or after his date of eligibility, on which he has a
qualified dependent.
(2) Failure to Make Contribution - The Employee requests the
insurance after previous termination of any insurance under the Group
Policy because of failure to make a required contribution.
(3) Previous Evidence Requirement - Neither the Employee nor the
dependent has satisfied a previous requirement that evidence of
the dependentOs insurability be furnished in order for the dependent
to become covered, as a dependent or Employee, under a coverage
of the Group Policy or any other Prudential group policy which
provides or provided insurance for Employees of the Employer.
D. DEFERMENTS AS TO QUALIFIED DEPENDENTS
If any qualified dependent is confined for medical care or
treatment either in an institution or at home on the date any
Dependents Insurance under a coverage, or adjustment thereof, would
otherwise become effective with respect to that dependent, such
insurance or adjustment will be deferred until his final medical
release from all such confinement.
E. CHANGES OF DEPENDENTS BENEFITS
The Dependents Insurance benefits for which an Employee is
insured will be those for his classification under the applicable
Coverage Schedule unless otherwise determined in accordance with this
Section.
This Section applies unless the Coverage Schedule indicates to
the contrary.
When an EmployeeOs classification changes or the benefits
applicable to his classification are changed by an amendment to the
Group Policy, the change will not result in an adjustment of the
EmployeeOs benefits with respect to a qualified dependent (including
the amount) until the first day, on or after the date of the change,
on which the adjustment for that dependent is not being deferred in
accordance with Section D of these Dependents Insurance Provisions.
Such benefits will be adjusted on that day to those then applicable to
the EmployeeOs classification.
F. TERMINATION OF DEPENDENTS INSURANCE
An EmployeeOs Dependents Insurance will automatically terminate
when:
(1) he ceases to be a member of the coverage classes for the
insurance because of termination of employment (described in the
Termination of Employee Insurance section of the Insurance Plan
Provisions) or for any other reason, or
(2) his class is no longer included in the coverage classes for the
insurance, or
(3) the provisions of the Group Policy for the insurance terminate,
or
(4) if the insurance is contributory, any contribution required of
him for any insurance under the Group Policy is not made when due.
All of the Dependents Insurance with respect to a particular
qualified dependent will automatically terminate if that dependent
ceases to be a qualified dependent.
GRP 31300
GEN D-101 ED 3-66 (1-
12)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No.: G-91660
Effective Date of Rider: December 31, 1986
MODIFICATIONS
OF GROUP POLICY SCHEDULE
1. Effective December 1, 1984, the employment waiting period shall
be the following period of continuous service on a full-time
basis for the Employer:
One month commencing with the first day of June or December;
provided that no such period shall apply to those Employees
classified as (1) President, Executive Vice President or Senior
Vice President of Northrop Corporation, or (2) elected vice
presidents each of whom entered into an employment agreement with
the Policyholder.
2. Effective December 31, 1986, the OPolicy AnniversariesO provision
set forth in the Group Policy Schedule is replaced by the
following:
Policy Anniversaries
December 31 of each year, beginning in 1986.
_________________________
GRP 31300
GEN M-101 ED 3-66 (G-91660)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No.: G-91660
Effective Date of Rider: August 1, 1970
MODIFICATIONS
OF THE OCHANGES OF EMPLOYEE BENEFITSO SECTION FOR
SUPPLEMENTARY INSURANCE
UNDER EMPLOYEE TERM LIFE INSURANCE
The Changes of Employee Benefits section of the Insurance Plan
Provisions of the Group Policy is modified for Supplementary Insurance
under Employee Term Life Insurance by the following provisions.
Supplementary Insurance is included under Employee Term Life Insurance
when so indicated in the Coverage Schedule.
An EmployeeOs amount of insurance under the insurance to which
the Coverage Schedule applies shall not exceed the Nonmedical Maximum
under the Coverage Schedule unless otherwise provided below or, by
reason of his prior insurance under a previous group coverage, under
the Changes of Employee Benefits section.
If the amount of insurance applicable to the EmployerOs
classification exceeds the Nonmedical Maximum, he must furnish
evidence of his insurability satisfactory to Prudential in order to
have his insurance increased to the amount applicable to his
classification. The increase will be effective when Prudential has
determined the evidence to be satisfactory and he has satisfied to
other applicable requirements of the Changes of Employee Benefits
section.
___________________________
GRP 31300
GEN M-101 ED 3-66 (1-1) LIFE
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No. G-91660 Maximum Contribution Rate
for Employee
Effective Date of Rider: December 1, 1984 Term Life Insurance:
Employee contributions are not
permitted.
A. PREMIUM RATE DETERMINATIONS FOR EMPLOYEE TERM LIFE INSURANCE
Section B (Premium Computation - Change of Premium Rates) of the
General Provisions of the Group Policy is modified by the addition of
the following paragraphs:
For the purpose of Employee Term Life Insurance, PrudentialOs
right to change premium rates means the right to change the individual
rate factors under the following table. At the issuance of this
Rider, Prudential has determined a monthly rate per Employee per
$1,000 of insurance. This is an average rate obtained by applying
such individual rate factors to the amounts of insurance in force at
the respective ages, nearest birthday, of all Employees then insured
for Employee Term Life Insurance under the Group Policy, and dividing
the aggregate amount so obtained by the total amount of insurance. On
any date on which Prudential has the right to change such individual
rate factors (whether or not exercised) Prudential or the Policyholder
may require that the monthly rate per Employee per $1,000 of insurance
be correspondingly redetermined according to the age distribution of
insurance and the individual rate factors then in effect.
Initial Table of Individual Rate Factors Per $1,000 of Employee Term
Life Insurance
Age Monthly Age Monthly Age Monthly Age Monthly
Nearest Rate Nearest Rate Nearest Rate Nearest Rate
Birthday Factor BirthdayFactor Birthday FactorBirthday Factor
Male Female Male Female MaleFemale MaleFemale
15 .13 .05 32 .21 .12 49 1.01 .46 65 3.80 1.51
16 .16 .06 33 .22 .13 50 1.12 .50 66 4.11 1.70
17 .18 .07 34 .23 .14 51 1.24 .55 67 4.48 1.95
18 .20 .07 35 .24 .14 52 1.38 .60 68 4.89 2.24
19 .21 .07 36 .25 .15 53 1.53 .66 69 5.34 2.56
20 .22 .07 37 .27 .16 54 1.71 .73 70 5.81 2.92
21 .24 .07 38 .30 .17 55 1.91 .82 71 6.32 3.32
22 .24 .07 39 .33 .20 56 2.15 .93 72 6.84 3.74
23 .24 .07 40 .37 .23 57 2.44 1.06 73 7.38 4.21
24 .22 .08 41 .42 .26 58 2.77 1.22 74 7.95 4.71
25 .21 .08 42 .47 .29 59 3.15 1.41 75 8.56 5.22
26 .20 .08 43 .53 .32 60 2.191.06 76 9.24 5.78
27 .19 .09 44 .59 .34 61 2.53 1.11 77 10.00 6.42
28 .19 .09 45 .66 .36 62 2.88 1.18 78 10.86 7.15
29 .19 .10 46 .74 .38 63 3.20 1.26 79 11.81 7.96
30 .20 .11 47 .83 .40 64 3.51 1.36 80 12.83 8.85
31 .20 .12 48 .92 .43
Rate factors for ages not shown will be furnished by Prudential
upon request.
B. ADJUSTMENTS IN EMPLOYEE TERM LIFE INSURANCE BECAUSE OF AGE
MISSTATEMENTS
If the age of an Employee insured for Employee Term Life
Insurance under the Group Policy is found to have been misstated, the
premium charge applicable to such insurance of the Employee shall then
be adjusted to the amount required on the basis of the EmployeeOs
correct age. If such adjustment results in an increased premium, the
difference between the premium actually paid and the premium required
on the basis of the correct age shall be paid by the Policyholder upon
notice from Prudential of the amount due. If such adjustment results
in a decreased premium, Prudential shall refund to the Policyholder
the difference between the premium actually paid and the premium
required on the basis of the correct age. Such insurance of the
Employee shall remain unchanged if its amount does not depend upon
age. If the change in age affects such insurance of the Employee, the
amount shall be corrected accordingly and the premium adjustment shall
take such correction into account.
GRP 31300
GEN M-102 (1-4) LIFE
C. MAXIMUM EMPLOYEE CONTRIBUTIONS FOR EMPLOYEE TERM LIFE INSURANCE
The contributions, if any, required of an Employee for Employee
Term Life Insurance under the Group Policy shall not exceed the
Maximum Contribution Rate shown in this Rider for the insurance.
GRP 31300
GEN M-102 (1-4) LIFE
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No. G-91660
Effective Date of Rider: January 1, 1972
PREMIUM RATE REDETERMINATIONS ON ACCOUNT OF SUPPLEMENTARY
INSURANCE UNDER EMPLOYEE TERM LIFE INSURANCE
Section B (Premium Computation - Change of Premium Rates) of the
General Provisions of the Group Policy is modified for Employee Term
Life Insurance by the addition of the following paragraphs:
On any premium due date occurring at or subsequent to the time
any Employee first becomes insured for Primary Supplementary Insurance
or the time Supplementary Insurance is terminated on any Employee but
prior to the date a redetermination of the premium rate for Employee
Term Life Insurance is next made pursuant to any other provisions of
the Group Policy, Prudential or the Policyholder may require that the
applicable premium rate be determined for premiums applying to the
Employee Term Life Insurance on and after the date of such
redetermination. In making any such redetermination, the ages of the
Employees insured for Supplementary Insurance Primary only of both
Primary and Secondary and the distribution of such insurance at the
time of such redetermination will be used with respect to
Supplementary Insurance. However, as to any other Employee Term Life
Insurance, it will be assumed that the age and distribution of
insurance data is the same as that used in the last Employee Term Life
Insurance premium rate determination.
The right to have redeterminations of the premium rate made in
accordance with the above paragraph will not affect the right to have
redeterminations made pursuant to other provisions of the Group
Policy.
For the purpose of the above paragraphs, an EmployeeOs amount of
Supplementary Insurance will, up to and including an amount thereof
equal to the applicable Primary Supplementary Insurance Maximum shown
below, be considered to be Primary Supplementary Insurance. The
portion, if any, of his amount of such Supplementary Insurance which
is in excess of such Maximum will be considered to be Secondary
Supplementary Insurance.
Primary Supplementary Insurance Maximum: $600,000.
_______________________
GRP 31300
GEN M-103 ED 3-66 (1-1)
LIFE
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No. G-91660
Effective Date of Rider: August 1, 1970
MODIFICATIONS
OF GENERAL PROVISIONS FOR
EMPLOYEE LONG TERM DISABILITY INSURANCE
The General Provisions of the Group Policy are modified for
Employee Long Term Disability Insurance by the following provisions.
A. MODIFICATION OF SECTION B (PREMIUM COMPUTATION - CHANGE OF
PREMIUM RATES) OF THE GENERAL PROVISIONS.
No premium charge for Employee Long Term Disability Insurance
shall be made for any insured Employee while he is totally disabled
and entitled to benefits under such insurance after the applicable
Elimination Period.
B. TERMINATION OF EMPLOYEE LONG TERM DISABILITY INSURANCE
PROVISIONS.
Prudential may also terminate the provisions of the Group Policy
for any Employee Long Term Disability Insurance under a coverage on
any premium due date occurring one year or more after the effective
date of this Rider, by giving written notice to the Policyholder at
least sixty days in advance.
GRP 31300
GEN M-108 ED 3-67 (2N-1)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Coverage Rider to Group Policy No. G-91660
Effective Date of Rider: January 1, 1982
EMPLOYEE TERM LIFE
A. DEATH BENEFIT WHILE A COVERED INDIVIDUAL.
If the Employee dies while a covered individual, the amount of
insurance under this Coverage is payable when Prudential receives due
written proof of death.
B. DEATH BENEFIT DURING CONVERSION PERIOD.
This benefit is payable if the Employee dies within thirty-one
days after ceasing to be a covered individual and while entitled
(under Section C) to a conversion of insurance under this Coverage to
an individual policy.
C. CONVERSION PRIVILEGE.
An Employee ceasing to be a covered individual may convert the
insurance under this Coverage to an individual policy of life
insurance, without evidence of insurability, if the Employee then
ceases to be insured for term life insurance under the Group Policy by
reason of --
(1) termination of the EmployeeOs membership in the classes eligible
for such insurance or
(2) termination, by amendment of otherwise, of the provisions for
such insurance as to the eligible class of which the Employee is a
member, provided that either
(a) the Employee is totally disabled (as described below) at the
date of such termination and remains so disabled until the
effective date of the individual policy, or
(b) the Employee does not satisfy the requirements of provision
(a) but at the date of such termination has been insured
under such provisions (or under such provisions and any Prudential
rider or group policy replaced by such provisions) for at
least five years prior to such termination date.
Any such conversion shall be subject to the remainder of this Section.
Availability: The individual policy will be issued only if written
application and the first premium payment for it are made to
Prudential within thirty-one days after such cessation.
Individual Policy Requirements: The individual policy must conform to
the following --
Amount -- not in excess of the amount of the EmployeeOs insurance
under this coverage at such cessation. Furthermore, if such
cessation occurs by reason of termination, by amendment or otherwise,
of the term life insurance provisions of the Group Policy as the
EmployeeOs class, the total amount of individual insurance obtainable
with respect to all of the EmployeeOs life insurance then terminating
under the Group Policy shall in no event exceed the lesser of (1) the
total amount of such insurance then terminating, reduced by the
coverage issued by any insurance carrier within thirty-one days
thereafter, and (2) $2,000. However, in the case of an Employee
who is totally disabled (as described below) at the date of such
termination and remains so continuously so disabled until the
effective date of the individual policy, (a) the reduction in item
O(1)O of the preceding sentence applies only to the extent the
Employee becomes insured under the succeeding coverage within the
thirty-one days, and (b) item O(2)O of that sentence does not apply.
Form -- any form of life insurance policy, other than term
insurance or any policy containing disability or other supplementary
benefits, then customarily issued by Prudential at the age and
amount applied for.
Premium -- based on PrudentialOs rate applicable to its form and
amount, to the class of risk to which the Employee belongs, and to
the EmployeeOs attained age on its effective date.
Effective Date -- at the end of the thirty-one day period during
which application for it may be made.
Total Disability of an Employee: Exists only while both of the
following are satisfied --
(1) The Employee is not engaged in any gainful occupation.
(2) The Employee is completely unable, due to sickness or injury or
both, to engage in any and every gainful occupation for which that
person is reasonable fitted by education, training or experience.
______________________________
Any death benefit provided under a section of this Coverage is
payable in accordance with that section and the Group PolicyOs
Beneficiary and Mode of Settlement provisions.
______________________________
31300 Group Employee Term
Life Insurance
LIFE R-621 Coverage LIFE 621 (6-
1)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE #1
FOR EMPLOYEE TERM LIFE INSURANCE
Effective November 1, 1990
Made a Part of Employee Term Life Insurance Coverage LIFE 621 (6-1)
Under Group Policy No. G-91660
Coverage Classes:
All Officers except (1) Assistant Corporate Officers, (2) the Chairman
of the Board and Chief Executive Officer and (3) the President and
Chief Operating Officer of Northrop Corporation.
Insurance Provided:
Employee Insurance on the following assets -- [ ] Contributory
[ X ] Non-contributory
Amount of Insurance applicable to each EmployeeOs Benefit Class:*
Benefit Classes Amount of Insurance**
All Employees, according to
Annual Earnings, as follows:
Less than
$35,000.......................................................
$100,000
$ 35,000 or more but less than $45,000.....................
$120,000
$ 45,000 or more but less than $55,000.....................
$150,000
$ 55,000 or more but less than $65,000.....................
$180,000
$ 65,000 or more but less than $75,000.....................
$210,000
$ 75,000 or more but less than $85,000.....................
$240,000
$ 85,000 or more but less than $95,000.....................
$270,000
$ 95,000 or more but less than $105,000...................
$300,000
$105,000 or more but less than $125,000...................
$345,000
$125,000 or more but less than $145,000...................
$405,000
$145,000 or more but less than $165,000...................
$465,000
$165,000 or more but less than $185,000...................
$525,000
$185,000 or more but less than $205,000...................
$555,000
$205,000 or
more........................................................
$600,000
Supplementary Insurance -- The amount of insurance applicable to an
EmployeeOs classification includes Supplementary Insurance if that
amount exceeds the Basic Insurance maximum of $400,000. An EmployeeOs
amount of Supplementary Insurance is the excess, if any, of the amount
of insurance for which he is insured over the Basic Insurance Maximum.
*See reverse side
**See reverse side
(Coverage Schedule
continued)
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
COVERAGE SCHEDULE (Continued)
Amount of Insurance applicable to each EmployeeOs Benefit Class:
(Continued)
* Notwithstanding any provisions other than the OAge LimitationO
paragraph of the Group Policy to the contrary, the following
shall apply to each Employee who on July 31, 1976, was covered under
the coverage of which this Coverage Schedule is made a part for an
amount of insurance other than the Amount of Insurance provided
for the Employee under this Coverage Schedule:
While the employee remains insured under the Coverage of
which this Coverage Schedule is made a part, the EmployeeOs
Amount of Insurance shall be an amount equal to the Amount of
Insurance for which the Employee was insured on July 31, 1976. This
provision will cease to apply to an Employee on and after any
change in the EmployeeOs classification to a classification for
which an Amount of Insurance is provided under this Coverage Schedule
which is equal to or larger than the Amount of Insurance for which
the Employee was insured on July 31, 1976.
** If an Employee becomes a covered individual under the Coverage of
which this Coverage Schedule is made a part within thirty-one
days after he ceases to be insured for employee term life insurance
under another Group Policy issued to Northrop Corporation (or a
subsidiary or affiliate of Northrop Corporation), hereinafter
referred to as a Oprior coverage,O then during said thirty-one day
period his amount of insurance shall be the amount for which he would
otherwise be insured for under this Coverage Schedule reduced by
the amount of death benefit, if any, provided with respect to the
employee under the prior coverage during said thirty-one day period.
Age Limitation -- Applicable to All Employees except (1) Executive
Vice President or Senior Vice President of Northrop Corporation and
(2) Vice President or Group Vice President elected by the Board of
Directors -- On and after the EmployeeOs attainment of the Limiting
Age shown below, his amount of insurance shall be 20% of the amount
for which he would then be insured without regard to any retirement
reduction of limitation. The Changes of Employee Benefits section of
the Insurance Plan Provisions will not apply to any reduction provided
by this limitation.
Limiting Age -- The EmployeeOs age on the day he is retired by
the Employer. For the purpose of this definition, an Employee shall
not be considered as becoming retired, prior to age 65, while absent
from work on account of his disability for less than one year.
Age Limitation -- Applicable to (1) Executive Vice President or Senior
Vice President of Northrop Corporation and (2) Vice President or Group
Vice President elected by the Board of Directors -- On or after the
EmployeeOs attainment of the Limiting Age shown below, his amount of
insurance shall be the Limited Percentage for that Age of the amount
for which he would then be insured without regard to any retirement
reduction or limitation. The Changes of Employee Benefits section of
the Insurance Plan Provisions will not apply to any reduction provided
by this limitation.
Limiting Age -- The EmployeeOs age on the day he is retired by
the Employer. For the purpose of this definition, an Employee shall
not be considered as becoming retired, prior to age 65, while absent
from work on account of his disability for less than one year.
Limited Percentage -- The Limited Percentage shall be selected by
the Employee on his date of retirement. He may select 10% or 20% as
his Limited Percentage. But once the Employee has selected his
Limited Percentage, he may not change it. If the Employee does not
select a Limited Percentage, the Limited Percentage will be 20%.
(Coverage Schedule
continued)
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE #1
FOR EMPLOYEE TERM LIFE INSURANCE
Effective November 1, 1990
Made a Part of Employee Term Life Insurance Coverage LIFE 621 (6-1)
Under Group Policy No. G-91660
CONTINUED
The Changes of Employee Benefits section of the Insurance Plan
Provisions is:
Applicable except to the extent, if any, indicated under Amount of
Insurance.
Previous Group Coverage (under provision (3) of the Changes of
Employee Benefits section):
[ ] None [ ]
Assignment:
The insurance is assignable.
Continuance in Coverage Classes During Absence from Full-time Work:
The types of absences and time limits referred to in the Termination
of Employee Insurance section of the Insurance Plan Provisions for
considering an Employee as continuing to be a member of the coverage
classes are --
Type of Absence from
Full-time Work Time Limit
Leave of absence Two years
Family leave of absence End of the fourth policy
month following
the policy month in which the
Employee
ceased to be actively engaged
in work on a
full-time basis
Temporary lay-off, for reasons End of the third
policy month following
other than disability the policy month
during which lay-off
commences, except that if
prior thereto the
Employee becomes a member of
any military, naval or air force
of any country at
war, declared or undeclared,
then the later of
(a) the date he becomes a
member of such
military, naval or air force
and (b) the end
of the policy month following
the policy
month during which leave or
lay-off
commences.
Disability, part-time employment None.
or retirement
Facility of Payment: At its option, Prudential may pay up to $500.00
of an EmployeeOs insurance to any person appearing to it to be
equitably entitled to payment because of expense incurred in
connection with the EmployeeOs burial. The liability of Prudential
shall be discharged to the extent of any amount so paid.
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE #1
FOR EMPLOYEE TERM LIFE INSURANCE
Effective November 1, 1990
Made a Part of Employee Term Life Insurance Coverage LIFE 621 (6-1)
Under Group Policy No. G-91660
Coverage Classes:
All Employees of Northrop Corporation classified as OChairman of the
Board and Chief Executive OfficerO and OPresident and Chief Operating
Officer.O
Insurance Provided:
Employee Insurance on the following basis -- [ ] Contributory [X]
Non-contributory
Amount of Insurance applicable to each EmployeeOs Benefit Class:
Benefit Classes Amount of Insurance*
Chairman of the Board and Chief Executive
Officer.......................$1,000,000
President and Chief Operating
Officer................................... .....$ 780,000
* If an Employee becomes a covered individual under the Coverage of
which this Coverage Schedule is made a part within thirty-one days
after he ceases to be insured for employee term life insurance under
another Group Policy issued to Northrop Corporation (or a subsidiary
or affiliate of Northrop Corporation), hereinafter referred to as
a Oprior coverage,O then during said thirty-one day period his amount
of insurance shall be the amount for which he would otherwise be
insured for under this Coverage Schedule reduced by the amount of
death benefit, if any, provided with respect to the employee under the
prior coverage during said thirty-one day period.
Supplementary Insurance -- The amount of insurance applicable to an
EmployeeOs classification includes Supplementary Insurance if that
amount exceeds the Basic Insurance maximum of $400,000. An EmployeeOs
amount of Supplementary Insurance is the excess, if any, of the amount
of insurance for which he is insured over the Basic Insurance Maximum.
The Supplementary Insurance is subject to the OModifications of the
OChanges of Employee BenefitsO Section for Supplementary Insurance
under Employee Term Life InsuranceO of the Group Policy.
The Non-medical Maximum referred to in the Modifications is $600,000.
Age Limitation (Applicable to the Chairman of the Board and Chief
Executive Officer of Northrop Corporation classified as ORetiredO by
the Policyholder) -- In the limitation period for each Limiting Age
shown below, the EmployeeOs amount of insurance shall be the Limited
Amount (for that Age). The limitation period for a Limiting Age
begins with the date he becomes insured under the coverage if he is
then that Age or more, and otherwise begins with the date he attains
that Age. That limitation period will terminate immediately prior to
the limitation period for any subsequent Limiting Age. The Changes of
Employee Benefits section of the Insurance Plan Provisions will not
apply to any reduction provided by this limitation.
(Coverage Schedule
continued)
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
COVERAGE SCHEDULE (Continued)
Amount of Insurance applicable to each EmployeeOs Benefit Class:
(Continued)
Age Limitation (Applicable to the Chairman of the Board and Chief
Executive Officer of Northrop Corporation classified as ORetiredO by
the Policyholder) -- (Continued)
Limiting Age Limited Amount
65, or if later, the EmployeeOs age on the date
$450,000
of his retirement by the Policyholder
66, or if later, the EmployeeOs age on the date
$400,000
of his retirement by the Policyholder
67, or if later, the EmployeeOs age on the 2nd
$350,000
anniversary of his retirement by the Policyholder
68, or if later, the EmployeeOs age on the 3rd
$300,000
anniversary of his retirement by the Policyholder
69, or if later, the EmployeeOs age on the 4th
$250,000
anniversary of his retirement by the Policyholder
Age Limitation (Applicable to the President and Chief Operating
Officer of Northrop Corporation classified as ORetiredO by the
Policyholder) -- On and after the EmployeeOs attainment of the
Limiting Age shown below and during each Limitation Period shown
below, his amount of insurance shall be the Limited Amount shown
below. The Changes of Employee Benefits section of the Insurance Plan
Provisions will not apply to any reduction provided by this
limitation.
Limiting Age -- the EmployeeOs age on the day of his retirement
by the Employer.
Limitation Period Limited Amount
a. One year beginning with the day of the
EmployeeOs retirement by the Policyholder $450,000
b. One year beginning with the termination
of item Oa.O above. $400,000
c. One year beginning with the termination
of item Ob.O above. $350,000
d. One year beginning with the termination
of item Oc.O above. $300,000
e. One year beginning with the termination
of item Od.O above. $250,000
(Coverage Schedule
continued)
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE #2
FOR EMPLOYEE TERM LIFE INSURANCE
Effective November 1, 1990
Made a Part of Employee Term Life Insurance Coverage LIFE 621 (6-1)
Under Group Policy No. G-91660
CONTINUED
The Changes of Employee Benefits section of the Insurance Plan
Provisions is:
Applicable except to the extent, if any, indicated under Amount of
Insurance.
Previous Group Coverage (under provision (3) of the Changes of
Employee Benefits section):
[ X ] None [ ]
Assignment:
The insurance is assignable.
Continuance in Coverage Classes During Absence from Full-time Work:
The types of absences and time limits referred to in the Termination
of Employee Insurance section of the Insurance Plan Provisions for
considering an Employee as continuing to be a member of the coverage
classes are --
Type of Absence from
Full-time Work Time Limit
Leave of absence Two years
Family leave of absence End of the fourth policy
month following
the policy month in which the
Employee
ceased to be actively engaged
in work on a
full-time basis
Temporary lay-off, for reasons End of the third
policy month following
other than disability the policy month
during which lay-off
commences, except that if
prior thereto the
Employee becomes a member of
any military, naval or air force
of any country at
war, declared or undeclared,
then the later of
(a) the date he becomes a
member of such
military, naval or air force
and (b) the end
of the policy month following
the policy
month during which leave or
lay-off
commences.
Disability, part-time employment None.
or retirement
Facility of Payment: At its option, Prudential may pay up to $500.00
of an EmployeeOs insurance to any person appearing to it to be
equitably entitled to payment because of expense incurred in
connection with the EmployeeOs burial. The liability of Prudential
shall be discharged to the extent of any amount so paid.
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE #3
FOR EMPLOYEE TERM LIFE INSURANCE
Effective January 1, 1992
Made a Part of Employee Term Life Insurance Coverage LIFE 621 (6-1)
Under Group Policy No. G-91660
Coverage Classes:
All Employees who are classified as Non-Officer Executives whose
annual earnings are (1) $111,000 or more.
Insurance Provided:
Employee Insurance on the following basis -- [ ] Contributory [X]
Non-contributory
Amount of Insurance applicable to each EmployeeOs Benefit Class:*
Benefit Classes Amount of
Insurance**
All Employees, according to
Annual Earnings, as follows:
$ 60,000 or more but less than $ 70,000
$130,000
$ 70,000 or more but less than $ 80,000
$150,000
$ 80,000 or more but less than $ 90,000
$170,000
$ 90,000 or more but less than $100,000
$190,000
$100,000 or more but less than $110,000 $210,000
$110,000 or more but less than $120,000 $230,000
$120,000 or more but less than $130,000 $250,000
$130,000 or more but less than $140,000 $270,000
* Notwithstanding any provisions of the Group Policy to the
contrary, the following shall apply to each Employee who on July 31,
1976, was covered under the coverage of which this Coverage
Schedule is made a part for an amount of insurance other than the
Amount of Insurance provided for the Employee under this Coverage
Schedule:
While the Employee remains insured under the Coverage of
which this Coverage Schedule is made a part, the
EmployeeOs Amount of Insurance shall be an amount equal to
the Amount of Insurance for which the Employee was insured on July 31,
1976. This provision will cease to apply to an Employee on
and after any change in the EmployeeOs classification to a
classification for which an Amount of Insurance is provided under this
Coverage Schedule which is equal to or larger than the Amount of
Insurance for which the Employee was insured on July 31,
1976.
** See next page.
(Coverage Schedule
continued)
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
COVERAGE SCHEDULE (Continued)
Amount of Insurance applicable to each EmployeeOs Benefit Class:
(Continued)
** If an Employee becomes a covered individual under the Coverage of
which this Coverage Schedule is made a part within thirty-one days
after he ceases to be insured to employee term life insurance under
another Group Policy issued to Northrop Corporation (or a subsidiary
or affiliate of Northrop Corporation), hereinafter referred to as
a Oprior coverage,O then during said thirty-one day period his amount
of insurance shall be the amount for which he would otherwise be
insured for under this Coverage Schedule reduced by the amount of
death benefit, if any, provided with respect to the Employee under the
prior coverage during said thirty-one day period.
The Changes of Employee Benefits section of the Insurance Plan
Provisions is:
Applicable except to the extent, if any, indicated under Amount of
Insurance.
Previous Group Coverage (under provision (3) of the Changes of
Employee Benefits section):
[ X ] None [ ]
Assignment: The insurance is assignable.
Continuance in Coverage Classes During Absence from Full-time Work:
The types of absences and time limits referred to in the Termination
of Employee Insurance section of the Insurance Plan Provisions for
considering an Employee as continuing to be a member of the coverage
classes are --
Type of Absence from
Full-time Work Time Limit
Leave of absence Two years
Family leave of absence End of the fourth
policy month following
the policy month in which the
Employee
ceased to be actively engaged
in work on a
full-time basis
Temporary lay-off, for reasons End of the
third policy month following
other than disability the policy month
during which lay-off
commences, except that if
prior thereto the
Employee becomes a member of
any military, naval or air
force of any country at
war, declared or undeclared,
then the later of
(a) the date he becomes a
member of such
military, naval or air force
and (b) the end
of the policy month following
the policy
month during which leave or
lay-off
commences.
Disability, part-time employment None.
or retirement
Facility of Payment: At its option, Prudential may pay up to $500.00
of an EmployeeOs insurance to any person appearing to it to be
equitably entitled to payment because of expense incurred in
connection with the EmployeeOs burial. The liability of Prudential
shall be discharged to the extent of any amount so paid.
GRP 31300
LIFE U-101 ED 3-66 (G-91660)
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Rider to Group Policy No. G-91660
Effective Date of Rider: January 1, 1982
Made a Part of Coverage LIFE 621 (6-1)
CONVERSION PRIVILEGE IN THE EVENT OF CERTAIN EMPLOYEE
TERM LIFE INSURANCE REDUCTIONS
An Employee whose Employee Term Life Insurance under the Coverage
is subject to a reduction as specified below may convert the amount of
such reduction to an individual policy of life insurance, without
evidence of insurability, subject to the remainder of this Privilege.
Conditions for Conversion: Both of the following --
(1) The reduction occurs, in accordance with the provisions of the
Group Policy, because the Employee attains a specific age or
because he is retired by the Employer, provided, in either event, the
reduction occurs on or after the date he is so retired.
(2) Written application and the first premium payment for the
individual policy are made to Prudential within thirty-one days
after such reduction.
Individual Policy Requirements: Same as would apply under the section
OConversion PrivilegeO of the Coverage were his membership in the
classes eligible for the insurance terminating on the date of such
reduction, except that the amount of the individual policy shall not
exceed the amount of the reduction.
Death Benefit during Conversion Period: This benefit is payable if
the Employee dies within thirty-one days after a reduction specified
above and while entitled under this privilege to a conversion of such
reduction.
An amount equal to that which might have been issued under the
individual policy is payable when Prudential receives due written
proof of death, whether or not he applied for conversion.
______________________
GRP 31300
LIFE T-101 ED 3-66
(1-1)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Coverage Rider to Group Policy No. G-91660
Effective Date of Rider: August 1, 1970
DEPENDENTS TERM LIFE
A. DEATH BENEFIT WHILE A COVERED INDIVIDUAL.
If a dependent dies while a covered individual, the amount of
insurance on the dependent under this Coverage is payable when
Prudential receives due written proof of death.
B. DEATH BENEFIT DURING CONVERSION PERIOD.
Death of Spouse: A benefit is payable under this Subsection if the
EmployeeOs spouse dies within thirty-one days after ceasing to be a
covered individual and while entitled (under Section C) to a
conversion of insurance to an individual policy.
An amount equal to that which might have been issued under the
individual policy is payable under the Group Policy when Prudential
receives due written proof of death, whether or not application for
conversion has been made.
Death of Child: A benefit is payable under this Subsection if a child
of the Employee dies within thirty-one days after ceasing to be a
covered individual, provided that the child ceased to be a covered
individual by reason of termination of the EmployeeOs membership in
the classes eligible for Dependents Term Life Insurance under the
Group Policy.
The amount of insurance on the child under this Coverage
immediately prior to such cessation is payable when Prudential
receives due written proof of death.
C. CONVERSION PRIVILEGE FOR SPOUSE.
A dependent spouse ceasing to be a covered individual may have
the insurance on him under this Coverage converted to an individual
policy of life insurance, without evidence of insurability, if the
Employee then ceases to be insured for Dependents Term Life Insurance
under the Group Policy with respect to the spouse for any reason other
than:
(1) termination, by amendment or otherwise, of the provisions for
such insurance as to the eligible class of which the Employee is a
member, unless at the date of such termination the Employee has been
so insured with respect to the spouse under such provisions (or
under such provisions and any Prudential rider or group policy
replaced by such provisions) for at least five years prior to such
termination date, or
(2) the EmployeeOs failure to make any required contribution for
insurance under the Group Policy.
Any such conversion shall be subject to the remainder of this Section.
Availability: The individual policy will be issued only if written
application and the first premium payment for it are made to
Prudential within thirty-one days after such cessation.
Individual Policy Requirements: The individual policy must conform to
the following --
Amount -- not in excess of the amount insurance on the spouse
under this Coverage at such cessation. Furthermore, if such
cessation occurs by reason of termination, by amendment or otherwise,
of the Dependents Term Life Insurance provisions of the Group
Policy as to the EmployeeOs class, the total amount of individual
insurance obtainable with respect to all the Dependents Term Life
Insurance on the spouse then terminating under the Group Policy shall
in no event exceed the lesser of (1) the total amount of such
insurance then terminating, reduced by the amount of any life
insurance for which the Employee is or becomes eligible with respect
to the spouse under any group life insurance coverage issued by any
insurance carrier within thirty-one days thereafter, and (2)
$2,000.
Form -- any form of life insurance policy, other than term
insurance or any policy containing disability or other supplementary
benefits, then customarily issued by Prudential at the age and amount
applied for.
Premium -- based on PrudentialOs rate applicable to its form and
amount, to the class of risk to which the spouse belongs, and to
the spouseOs attained age on its effective date.
Effective Date -- at the end of the thirty-one day period during
which application for it may be made.
______________________________
Any death benefit provided under a section of this Coverage is
payable to the Employee, if living at the death of the dependent. If
the Employee predeceased the dependent, the death benefit is payable
to the estate of the dependent or, at PrudentialOs option, to any one
of the following surviving relatives of the dependent: wife, husband,
mother, father, children, brothers or sisters.
______________________________
31300 Group Dependents
Term Life Insurance
DEPL R-101 -32- Coverage DEPL 101 (1-
1)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE A
FOR DEPENDENTS TERM LIFE INSURANCE
Effective January 1, 1981
Made a Part of Dependents Term Life Insurance Coverage DEPL 101 (1-1)
Under Group Policy No. G-91660
Coverage Classes:
All Corporate Officers of Northrop Worldwide Aircraft Services, Inc.
Insurance Provided:
Dependents Insurance on the following basis -- [ ] Contributory
[X] Non-contributory
Husbands are included as qualified dependents.
Associated Protection: Employee Term Life Insurance under the
Group Policy.
Amounts of Insurance applicable to each EmployeeOs Benefit Class:
An EmployeeOs benefit class is determined by the classification of his
dependents below.
Dependents Classification Amount of Insurance*
**
EmployeeOs Spouse $2,500
EmployeeOs children 14 days or over
but less than 19 years of age $1,000
* If the qualified dependent of an Employee becomes a covered
individual under the Coverage within thirty-one days after
ceasing to be a covered individual for dependents term life insurance
under another Group Policy issued to Northrop Corporation (or a
subsidiary or affiliate of Northrop Corporation), hereinafter
referred to as a Oprior coverageO, then, during said thirty-one day
period, the amount of insurance for which the Employee is insured
under this Coverage Schedule with respect to said qualified
dependent during said thirty-one day period shall be the amount for
which he would otherwise be insured under this Coverage Schedule with
respect to said qualified dependent reduced by the amount of death
benefit, if any, provided with respect to said qualified dependent
under the prior coverage during said thirty-one day period.
** Insurance terminates at age 65.
The Changes of Dependents Benefits section of the Dependents Insurance
Provisions is: Applicable.
Assignment: The insurance is assignable only as a gift assignment.
Continuance in Coverage Classes During Absence from Full-time Work:
Continuance during such absence shall be for the same time, if any,
that the Employee is considered as continuing to be a member of the
coverage classes for the Associated Protection.
Group 31300
DEPL U-101 ED 3-66
(1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE
FOR DEPENDENTS TERM LIFE INSURANCE
Effective March 1, 1983
Made a Part of Dependents Term Life Insurance Coverage DEPL 101 (1-1)
Under Group Policy No. G-91660
Coverage Classes:
All Northrop Corporation Officers and Non-Officer Executives whose
enrolled earnings are (1) $65,000 or more or (2) less than $65,000 who
were insured under this coverage February 28, 1983, but excluding, in
any case, Wilcox Electric, Inc., Defense Systems Division, Northrop
Services, Inc., Precision Products Division of Tactical Electronics
Systems Group, and Northrop Worldwide Aircraft Services, Inc.
Insurance Provided:
Dependents Insurance on the following basis -- [X]
Contributory
[ ] Non-contributory
Husbands are included as qualifying dependents.
Associated Protection: Employee Term Life Insurance under the
Group Policy.
Amounts of Insurance applicable to each EmployeeOs Benefit Class:
An EmployeeOs benefit class is determined by the classification of his
dependents below.
Dependents Classification Amount of
Insurance*
EmployeeOs
spouse................................................................
........................................ $3,750.00
EmployeeOs children according to
attained age, as follows:
14 days or over but less than 6
months.............................................. 500.00
6 days or
over..................................................................
.............................. 3,750.00
* If the qualified dependent of an Employee becomes a covered
individual under the Coverage within thirty- one days after ceasing to
be a covered individual for dependents term life insurance under
another Group Policy issued to Northrop Corporation (or a subsidiary
or affiliate of Northrop Corporation), hereinafter referred
to as a Oprior coverageO, then, during said thirty-one day period, the
amount of insurance for which the Employee is insured under this
Coverage Schedule with respect to said qualified dependent during said
thirty-one day period shall be the amount for which he would
otherwise be insured under this Coverage Schedule with respect to
said qualified dependent reduced by the amount of death benefit, if
any, provided with respect to said qualified dependent under the
prior coverage during said thirty-one day period.
The Changes of Dependents Benefits section of the Dependents Insurance
Provisions is: Applicable.
Assignment: The insurance is assignable.
Continuance in Coverage Classes During Absence from Full-time Work:
Continuance during such absence shall be for the same time, if any,
that the Employee is considered as continuing to be a member of the
coverage classes for the Associated Protection, except that he shall
not be considered as continuing in the coverage classes for the
Dependents Term Life Insurance if his absence is due to retirement by
the Employer.
Group 31300
DEPL U-101 ED 3-66
(1-2) A
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Coverage Rider to Group Policy No. G-91660
Effective Date of Rider: August 1, 1970
EMPLOYEE LONG TERM DISABILITY INSURANCE
The benefits of Section A are subject to the provisions of
Section B (Not Covered).
An Employee is totally disabled for the purposes of this Coverage
only while satisfying both of the following requirements:
(1) Due to sickness or accidental bodily injury, he (a) is completely
unable to perform any and every duty pertaining to his occupation
with the Employer and (b), after the Initial Duration (see Coverage
Schedule) of a period of disability, is completely unable to engage
in any and every gainful occupation for which he is reasonably
fitted by education, training or experience.
(2) He is not engaged in any gainful occupation and is not confined
in a penal institution or other house of correction as a result of
conviction for a criminal or other public offense.
A. BENEFITS FOR DISABILITY
Payable for: An EmployeeOs period of total disability. Benefits
begin with the first day of such disability after the Elimination
Period (see Coverage Schedule) for that period of disability.
Conditions for Benefit: Both of the following --
(1) The period of total disability commenced while the Employee was a
covered individual.
(2) The Employee is under the regular care of a Physician.
Amount Payable:
The applicable Adjusted Benefit (see Coverage Schedule) for each
calendar month throughout which the total disability continues beyond
the Elimination Period; one-thirtieth of the applicable Adjusted
Benefit for each day of any portion of the total disability not
constituting a full calendar month. Benefits are payable up to the
applicable Maximum Benefit Duration (see Coverage Schedule).
Recurrent Disabilities: If a period of an EmployeeOs total disability
commences while he is a covered individual and after a prior period of
his total disability for which any benefits were payable under this
Coverage, the subsequent period shall be considered a continuation of
the prior period unless --
(1) the periods are separated by an interval during which the
Employee has performed all the important duties of a gainful
occupation with the Employer on a full-time basis for at least six
consecutive months, or
(2) the periods are due to entirely unrelated causes and are
separated by an interval during which the Employee has performed
all the important duties of a gainful occupation with the Employer.
B. NOT COVERED.
(1) Any disability caused, or contributed to, by intentionally self-
inflicted bodily injury or attempted suicide, whether the Employee
is sane or insane.
(2) Any disability caused, or contributed to, by war or any act of
war (OwarO means declared or undeclared war and includes resistance
to armed aggression).
(3) Any disability caused by, contributed to by, or resulting from
the EmployeeOs pregnancy.
_________________________
The benefits of this Coverage are payable to the Employee.
Payment will be made monthly and is subject to the Group PolicyOs
Claim Provisions.
_________________________
31300 Group Employee Long
Term Disability
LTD R-102 ED 3-67 -37 Insurance Coverage
LTD 102 (6-5)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE
FOR EMPLOYEE LONG TERM DISABILITY INSURANCE
Effective August 1, 1970
Made a Part of Employee Long Term Disability Insurance Coverage LTD
102 (6-5)
Under Group Policy No. G-91660
Coverage Classes:
All Employees who are (1) less than the Limiting Age stated below and
(2) classified as Officers or salaried Employees each of whose annual
earnings are $25,000 or more, but excluding in any case all Employees
of The Hallicrafters Co.
Insurance Provided:
Employee Insurance on the following basis -- [ ] Contributory
[X] Non-contributory
Limiting Age: 64 years and 6 months
Initial Duration: The Elimination Period plus 12 months.
Elimination Period:
A duration of continuous total disability extending for 26 consecutive
weeks from the beginning of each period of total disability due to
sickness or accidental bodily injury, but not extending beyond that
date, during that continuous total disability, of exhaustion of the
maximum benefits provided for the Employee by the Basic Loss of Time
Coverage with respect to a period of disability compensable
thereunder. OBasic Loss of Time CoverageO means a plan of periodic
benefits for loss of time on account of disability under or by reason
of, (1) any insurance (other than under the coverage) where the
Employer, directly or indirectly, has paid all or any portion of the
cost or made payroll deductions or (2) any disability benefits law or
similar law.
The Changes of Employee Benefits section of the Insurance Plan
Provisions is: Applicable, solely to the determination of an
EmployeeOs Scheduled Benefit under this Coverage Schedule.
Assignment: The insurance is not assignable.
Continuance in Coverage Classes During Absence from Full-time Work:
The types of absences and time limits referred to in the Termination
of Employee Insurance section of the Insurance Plan Provisions for
considering an Employee as continuing to be a member of the coverage
classes are --
Type of Absence from
Full-time Work Time Limit
Leave of absence End of the sixth policy
month following
the policy month in which the
Employee
ceased to be actively engaged
in work on a
full-time basis, but not after
he attains the
Limiting Age.
Temporary lay-off or part-time employment, End of the
policy month following the policy
for reasons other than disability month in which
the Employee ceased to be
actively engaged in work on a
full-time basis,
but not after he attains the
Limiting Age.
Part-time employment because of disability for
Commencement of such part-time employment.
which benefits are not provided under
the coverage by reason of the provision
ONot CoveredO of the coverage rider.
Disability, part-time employment None.
or retirement
31300
LTD U-101 ED 3-67 -38- G-91660
(1-2)
COVERAGE SCHEDULE (Continued)
Amount of Insurance:
Maximum Benefit Duration --
For total disability due to sickness or injury -- benefits to the
EmployeeOs attainment of age 65.
Adjusted Benefit --
With respect to Employees classified as President, Executive Vice
President or Senior Vice President of Northrop Corporation:
For any calendar month, the Adjusted Benefit is equal to the
smaller of
(1) the EmployeeOs Scheduled Benefit under this Coverage
Schedule, and
(2) the excess of (a) 60% of his monthly earnings over (b) his
Non-duplication Offset for that calendar month, determined
from the applicable Non-duplication Offset Supplement to this
Coverage Schedule.
With respect to all other Employees:
For any calendar month, the Adjusted Benefit is equal to the
smaller of
(1) the EmployeeOs Scheduled Benefit under this Coverage
Schedule, and
(2) the excess of (a) 60% of his monthly earnings up to
$3,333.34 of such earnings over (b) his Non-duplication
Offset for that calendar month, determined from the applicable Non-
duplication Offset Supplement to this Coverage Schedule.
Scheduled Benefit -- 60% of the EmployeeOs monthly earnings, but
not more than
(1) $3,750 with respect to an Employee classified as President
of Northrop Corporation;
(2) $3,000 with respect to an Employee classified as Executive
Vice President of Northrop
Corporation
(3) $2,500 with respect to an Employee classified as Senior Vice
President of Northrop
Corporation
(4) $2,000 with respect to all other Employees.
Exclusion Not Applicable:
Part (2) or Section B (Not Covered) does not apply with respect to any
Employee assigned to Vietnam, Laos or Cambodia from the time the
Employee leaves his residence or place of regular employment for the
assignment, whichever occurs last, until his return to his residence
or place of employment, whichever occurs first.
GRP 31300
LTD U-101 ED 3-67 -39 (1-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
SCHEDULE SUPPLEMENT
FOR EMPLOYEE LONG TERM DISABILITY INSURANCE
Effective August 1, 1970
Non-duplication Offset Supplement to Coverage Schedule
Made a Part of Employee Long Term Disability Insurance Coverage LTD
102 (6-5)
Under Group Policy No. G-91660
Non-duplication Offset:
The Non-duplication Offset used in determining the EmployeeOs Adjusted
Benefit under the Coverage Schedule for a calendar month is the
aggregate amount of benefits, payments or other compensation (adjusted
to a monthly basis if not so payable) which are described in the
applicable Offset Provisions below and which, for that month, he
receives or would be entitled to receive upon timely pursuit of claim
therefor.
Offset Provisions:
All of the following Offset Provisions apply to the Employee.
(A) Periodic benefits (including any commutation of, or substitute
for, such benefits) for loss of time on account of disability due
to sickness or injury arising out of employment with the
Employer, under or by reason of any workmenOs compensation law,
occupational disease law, or similar legislation, or the maritime
doctrine of maintenance, wages and cure.
(B) Periodic benefits, for loss of time on account of disability,
under or by reason of --
(1) any insurance or any health or welfare plan or other
employee benefit plan where the Employer, directly or
indirectly, has paid all or any portion of the cost or made
payroll deductions;
(2) the United States Social Security Act as amended from time
to time, including benefits thereunder with respect to
dependents of the Employee;
(3) any State, Provincial or other Federal law of the United
States or Canada, other than any law providing benefits or
payments on account of military service.
(C) Any full or partial wage or salary payments or other payments, by
the Employer to the Employee.
(D) Periodic benefits, in the nature of early retirement benefits,
under or by reason of any insurance, annuity or pension contract,
or any welfare plan or other employee benefit plan, where the
Employer, directly or indirectly, has paid all or any portion of
the cost or made payroll deductions. However, any such benefits
available at the EmployeeOs election, whether or not he is
disabled, are included under this (D) only if so elected.
(E) Periodic benefits, on account of disability, under any group life
insurance where the Employer, directly or indirectly, has paid
all or any portion of the cost or made payroll deductions, if the
Employee elects to receive such benefits.
(F) Periodic benefits under the United States Social Security Act as
amended from time to time, for any month after the EmployeeOs
attainment of age 62, including such benefits with respect to his
dependents. However, this (F) does not include benefits for any
month prior to his attainment of age 65, unless he elects to
receive benefits for that month.
GRP 31300
LTD U-102 ED 3-67 -40-
(6-5)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
a mutual life insurance company
Effective Date of Rider: January 1, 1981
Rider Attached to and Made a Part of Group Policy No. G-91660
Coverage Classes to which this Rider applies: All Employees of
Northrop Worldwide Aircraft Services, Inc.
OPTION TO CONTINUE COVERAGE OF DEPENDENT CHILD INCAPACITATED WHEN
SPECIFIED AGE LIMIT FOR CHILDREN IS ATTAINED:
If a qualified dependent child is mentally or physically incapable of
earning a living on the date any coverage under the Group Policy with
respect to such child would terminate due to attainment of the
specified age limit for children, and if within thirty-one days after
such date the Insurance Company receives due proof of such incapacity,
then such specified age limit shall not operate to terminate such
coverage under the Group Policy with respect to such child so long as
such child remains in such condition. This provision does not waive,
alter, or extend in any respect, other than as stated above, any of
the provisions, conditions, limitations and exceptions of the Group
Policy.
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By
Secretary
ORD 29684-2 ED 8-66
P
NORRIS
Rider to Group Policy No. G-91660
Effective Date of Rider: August 1, 1983
MODIFICATION OF THE GROUP POLICYOS
TERM LIFE INSURANCE PROVISIONS
The Conversion Privilege of the Group PolicyOs Term Life Insurance
provisions is modified as follows: The benefits and premium under
each form of individual life insurance contract issued to males or
females shall be those that usually apply to males, except that for
any participating settlement under the individual contract payable for
the lifetime of one or more payees, the female rates will apply to
both male and female payees.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Assistant Secretary
Accepted by:
_______________________________, 19_____ NORTHROP CORPORATION
Witness ________________________________ By
__________________________________________________
(Signature and Title)
83500
GBT T 1012 (6-1)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
A Mutual Life Insurance Company
(Herein Called The Insurance Company)
Rider To Be Attached To and Made A Part of Group Policy No. G-91660
The Insurance Company and the Policyholder agree that, effective
August 1, 1970, the Policy is amended by the addition of the following
provision:
SPECIAL RESERVE
The Insurance Company may maintain a special reserve to be applied by
it from time to time toward stabilizing experience under the Policy.
Such reserve shall be established from premiums paid under the Policy,
and the amount of such reserve shall be determined by the Insurance
Company from time to time. Such reserve shall be credited with
interest at the end of each policy year, or in the event of
termination of the Policy, at the time of such termination. The
interest for the policy year or portion thereof, as the case may be,
shall be determined at the rate of 4 1/8% per annum and on the average
amount of the reserve during the period with respect to which the
interest is being computed, except that after this Rider has been in
effect for one full policy year and from time to time thereafter the
Insurance Company may change the rate to be used in the computation of
the interest on the reserve.
If at any time the Insurance Company shall determine that the amount
of the special reserve is then in excess of that required, the
Insurance Company shall pay such excess to the Policyholder as a
return of premium.
In the event of termination of the Policy, any balance remaining in
the special reserve after final application of the reserve by the
Insurance Company in accordance with the above provisions shall be
paid to the Policyholder as a return of premium, subject to the right
of the Insurance Company to defer the payment of any such return for
as long as six months after such final application but not exceeding
the period permitted by law.
The Insurance Company has caused this Rider to be executed this ninth
day of August, 1971.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Attest _________________________ By
Secretary
GC-3350 -45-
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Coverage Rider to Group Policy No. G-91660
Effective Date of Rider: January 1, 1982
EMPLOYEE SURVIVOR BENEFITS LIFE INSURANCE
A. DEATH BENEFIT WHILE A COVERED INDIVIDUAL.
If Prudential receives due written proof that the Employee died
while a covered individual and is survived by a Qualified Family
Member (see Coverage Schedule), a benefit is payable as of the
EmployeeOs death and as of each first day of a month thereafter on
which he is survived by a then Qualified Family Member and which
occurs within a Maximum Benefit Period (see Coverage Schedule)
beginning with the date of his death. Each benefit payable is the
applicable Monthly Benefit (see Coverage Schedule) except that the
first benefit is the pro-rata portion of the Monthly Benefit for the
balance of the month in which the death occurs and, if benefits are
payable for the full Maximum Benefit Period, the last benefit is the
pro-rata portion of the Monthly Benefit for the part of the month from
the due date of such benefit to the end of the Maximum Benefit Period.
The benefit due as of any date established above is payable to
the EmployeeOs widow or widower, if any, then a Qualified Family
Member, otherwise in equal shares to the EmployeeOs then Qualified
Family Member children.
B. DEATH BENEFIT DURING CONVERSION PERIOD.
If the Employee dies within thirty-one days after he ceased to be
covered individual while entitled (under Section D) to a conversion of
his insurance under this Coverage to an individual policy, benefits
will be payable as if such cessation had not occurred, whether or not
the Employee applied for conversion.
C. CONVERSION PRIVILEGE.
If an Employee ceasing to be a covered individual then has the
right to convert all or part of his Associated Protection to an
individual policy of life insurance, the provisions for the obtaining
of such policy shall apply as though this insurance under this
Coverage were Associated Protection. In applying those provisions,
his insurance under this Coverage shall be considered to equal the
present value of the payments which would have become due his
Qualified Family Members had he died upon such cessation, based upon
the morality tables described in the Group Policy.
D. MINORITY OR INCOMPETENCY
If a Qualified Family Member to whom any benefit is payable is a
minor or is otherwise incapable of giving a valid release for any
payment due, Prudential may, at its option, and until claim is made by
the duly appointed guardian or committee of such person, make payment
of the amount payable to such person at a rate not exceeding $100 per
month, to any person or institution appearing to it to have assumed
the custody and principal support of such person. The liability of
Prudential shall thereby be discharged to the extent of the amount so
paid.
__________________________
Any provisions of the Group Policy affecting life insurance and
in conflict with Employee Survivor Benefits Life Insurance shall not
apply to this Coverage.
__________________________
GRP 32221 Group Employee Survivor
Benefits
SURV R-205 ED 5-67 Life Insurance Coverage
SURV 205 (6-2)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
COVERAGE SCHEDULE
FOR EMPLOYEE SURVIVOR BENEFITS LIFE INSURANCE
Effective: January 1, 1982
Made a Part of Employee Survivor Benefits Life Insurance Coverage SURV
205 (6-2)
Under Group Policy No. G-91660
Coverage Classes:
All Northrop Corporation Officers and Non-Officer Executives with
Qualified Family Members, whose enrolled earnings are (1) $65,000 or
more or (2) less than $65,000 who were insured under this coverage
January 31, 1981, and (3) have completed the period of employment to
the first of the month following ninety days or more of continuous
service on a full-time basis with the Employer, but excluding, in any
case, Wilcox Electric, Inc., Defense Systems Division, Northrop
Services, Inc. and Northrop Worldwide Aircraft Services, Inc.
Qualified Family Member:
The term OQualified Family MemberO, as of any date, means the then
living spouse or unmarried child of an Employee or the then surviving
widow, widower or unmarried child of a deceased Employee, excluding in
any case --
(1) a widow or widower who has received an interlocutory decree of
divorce or a decree of separate maintenance;
(2) a child who is (a) an Employee of the Policyholder, (b) on active
duty in any military, naval or air force of any country, or (c)
nineteen or more years of age unless (i) less than twenty-three
years of age and (ii) such childOs time is principally devoted to
attending an educational institution;
(3) a person who would otherwise become a Qualified Family Member as
of any date, unless and until reported to the Policyholder with
respect to the insurance, subject to the following --
No person shall become a Qualified Family Member after the
EmployeeOs death, except that this shall not apply to a child
reported before the end of the thirty-one day period immediately
following the date specified in this provision (3) and
(i) another child of the Employee is a Qualified Family Member
at the time of such report or
(ii) the reported child is born within thirty-one days prior to
the EmployeeOs death or is born after such death and the
EmployeeOs widow or widower is a Qualified Family Member at
the time of such report.
An EmployeeOs children includes his legally adopted children who are
dependent upon him for support and maintenance or, in the case of a
deceased Employee, were so dependent upon him at his death.
(Coverage Schedule
continued)
GRP 32222
SURV U-101 ED 5-67 (1-6)
COVERAGE SCHEDULE (Continued)
Insurance Provided:
Employee Insurance on the following basis-- [ ] Contributory
[ ] Non-Contributory
Associated Protection:
Employee Term Life Insurance under the Group Policy.
Assignment:
The insurance is assignable.
Benefits payable after an EmployeeOs death are not assignable and, to
the extent permitted by law, are not subject to the claims of any
creditor.
Mortality X X X X Tables referred to in Section D (Conversion
Privilege) of the Coverage
The following tables published by the U.S. Department of Health,
Education and Welfare.
Tables of mortality of Public Health Service Publication No. 1252:
For spouses-- United States White Females: 1959-61, with such
adjustment as determined by Prudential, at interest of
5% for first 5 years and 4 1/4% thereafter.
For children-- United States White Males: 1959-61, at interest of
5% for first 5 years and 4 1/4% thereafter.
Prudential shall have the right to change the basis for the
determination of present value under Section D, for future
conversions, as of any premium due date. The policyholder will be
notified whenever a change in such basis is made.
Continuance in Coverage Classes During Absence from Full-time Work
Continuance during such absence shall be for the same time, if any,
that the Employee is considered as continuing to be a member of the
coverage classes for the Associated Protection, except that he shall
not be considered as continuing in the coverage classes for Employee
Survivor Benefits Life Insurance if he ceases to have a Qualified
Family Member or if his absence is due to retirement.
Participation Condition:
Those conditions of the following section shall be determined without
regard to provision (3) of the definition of Qualified Family Member.
The Termination of Group Policy or of Insurance Provisions section of
the General Provisions.
Amount of Insurance:
Maximum Benefit Period:
The number of payments applicable to the EmployeeOs length of
continuous service with the Policyholder at the time of death, as
determined from the following table:
Continuous Service Number of Payments
Less than 10 years 12
10 years or more but less than 15 years 20
15 years or more but less than 20 years 30
20 years or more 40
*See next page.
(Coverage Schedule continued)
GRP 3222
SURV U-101 ED 5-67 (1-6)
THE PRUDENTIAL COMPANY OF AMERICA
COVERAGE SCHEDULE
FOR EMPLOYEE SURVIVOR BENEFITS LIFE INSURANCE
Effective January 1, 1982
Made a Part of Employee Survivor Benefits Life Insurance Coverage SURV
205 (6-
2)
Under Group Policy No. G-91660
CONTINUED
Amount of Insurance:* (Continued)
Monthly Benefit:
The EmployeeOs Monthly Benefit on any date shall, subject to the
OChanges in BenefitO provision, be the applicable amount indicated
below, according to length of continuous service with the Employer at
time of death.
(a) Less than 10 years $200.00
(b) 10 years or more, the amount applicable to the Employee under the
following table:
Classification Monthly Benefit*
All Employees according to Weekly Earnings, as follows:
Less than $220.00 $200.00
$220.00 or more but less than $250.00 $220.00
250.00 or more but less than 300.00 $250.00
300.00 or more but less than 350.00 $300.00
350.00 or more but less than 385.00 $350.00
385.00 or more but less than 450.00 $385.00
450.00 or more but less than 500.00 $450.00
500.00 or more but less than 600.00 $500.00
600.00 or more $600.00
*If and Employee becomes a covered individual under the Coverage of
which this Coverage Schedule is made a part, within thirty-one days
after his ceasing to be insured for employee survivor benefits life
insurance under another Group Policy issued to Northrop Corporation
(or a subsidiary of affiliate of Northrop Corporation), hereinafter
referred to as Oprior coverageO, and, if the Employee dies while a
covered individual under the Coverage and within said thirty-one days,
then the Monthly Benefit otherwise payable under the Coverage with
respect to the Qualified Family Members of the Employee for any month
for which a monthly benefit is payable under the prior coverage as a
result of the EmployeeOs death shall be the excess, if any, of the
Monthly Benefit otherwise payable under the prior Coverage.
(Coverage Schedule continued)
GRP 32222
SURV U-101
(1-6)
COVERAGE SCHEDULE (Continued)
Changes is Benefit--This applies to adjustments in Monthly Benefit
resulting from a change in weekly earnings or in Qualified Family
Members
(1) Increases in
weekly earnings - The EmployeeOs insurance will be increase to
the amount provided for his classification on the date of the
change. Such increase shall take effect on the first day, on
or after the date of the change, on which he is complying with
the active work requirement of the General Definitions.
(2) Decreases in
weekly earnings - The EmployeeOs insurance will be decreased
on the ate of the change to the amount then provided for his
classification, subject to the active work requirement of the
General Definitions.
(3) Changes in the
EmployeeOs Qualified Family Members - An adjustment in Monthly
Benefits caused by a change in the EmployeeOs qualified Family
Members shall take effect immediately, whether the change
occurs before or after the EmployeeOs death. The adjusted
Monthly Benefit shall be determined as if no change is his
weekly earnings occurred since the last previous determination
of his Transition Benefit.
EmployeeOs Classification - On dates established by practices of the
Employer, determination of the EmployeeOs classification under
the insurance shall be made by the Employer without
discrimination among persons in like circumstances and shall be
final and conclusive.
EmployeeOs Earnings: If an item is determined by an EmployeeOs
Earnings, it shall be based on the EmployeeOs Base Weekly
Earnings from the Employer. Base Weekly Earnings mean the
EmployeeOs gross straight time dollar remuneration for regularly
scheduled hours on a weekly basis including lead man
differentials, shift differentials, cost of living adjustments
and, for Cafeteria covered Employees, the value of meals provided
by the Employer. Base Weekly Earnings do not include bonuses,
incentive compensation, overtime pay, relocation allowances,
payment for extra hazardous work, per diems, extended work week
allowances, cost of living allowances for services abroad, or any
other bonuses, premiums, differentials or adjustments not
specifically included in the definition of Base Weekly Earnings
in the preceding sentence.
GRP 2222
SURV U-101 ED 5-67 (1-6)
Rider to Group Policy No. G-91660 Made a Part of
Coverage
LIFE 101(1-1)
Effective Date of Ride: August 1,1970
SUPPLEMENTARY RIDER PROVIDING RETIRED EMPLOYEE MAJOR MEDICAL EXPENSE
BENEFITS UNDER THE EMPLOYEE GROUP LIFE INSURANCE PROVISIONS OF GROUP
INSURANCE
POLICY NO. G-91660
Issued by
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Herein Called The Insurance Company)
The Insurance Company hereby agrees that the following provisions
shall for a part of the Policy.
DEFINITIONS
As used in this Rider, the following terms shall have the meanings set
forth below:
The term Oretired EmployeeO means an Employee in one of the following
classifications who is retired by the Policyholder: (1) President;
Executive Vice President or Senior Vice President of Northrop
Corporation or (2) elected vice presidents each of whom has entered
into an employment agreement with the Policyholder.
The term Ocovered retired EmployeeO means a person insured under the
Policy as a retired Employee who, pursuant to the provisions of the
section of this rider entitled OAllocation of Portion of Group Life
Insurance for Disbursement as Retired Employee Supplementary Major
Medical Expense BenefitsO, has an unexpected allocation of a portion
of his group life insurance available toward the payments of benefits
under this Rider.
The term OphysicianO means a licensed practitioner of the healing arts
acting within the scope of his practice.
The term OhospitalO means (1) an institution which is operated
pursuant to law and is primarily engaged in providing on an in-patient
basis for the medical care and treatment of sick and injured persons
through medical, diagnostic and major surgical facilities, all of
which facilities must be provided on its premises, under the
supervision of a staff of Physicians and with twenty-four hour a day
nursing service, or (2) an institution not meeting all the
requirements of (1) but which is accredited as a hospital by the Joint
Commissions on Accreditation of Hospitals. In no event shall the term
OHospitalO included a convalescent nursing home or any institution or
part thereof which is used principally as a convalescent facility,
rest facility, nursing facility, or facility for the aged or for the
care of drug addicts or alcoholics.
The term OIllnessO means a bodily disorder, mental infirmity or bodily
injury.
(Continued)
GC-10319 -26a-
ALLOCATION OF PORTION OF GROUP LIFE INSURANCE
FOR DISBURSEMENT AS RETIRED EMPLOYEE
SUPPLEMENTARY MAJOR MEDICAL EXPENSE BENEFITS
A person who is insured under the Policy for non-contributory group
life insurance as a retired Employee may elect, by making written
request to the Policyholder on a form approved by the Insurance
Company, that any portion of such non-contributory life insurance, up
to a maximum of fifty percent (50%) of the amount of such non-
contributory insurance provided under the Policy on the life of the
retired Employee on and after the fourth anniversary of his
retirement, be allocated for disbursement as retired Employee
supplementary major medical expense benefits under the Policy as
hereinafter provided.
Any such allocation or allocations made by a covered retired Employee
in accordance with the provisions of the immediately preceding
paragraph shall effect a reduction in a like amount or amounts in the
amount of the retired EmployeeOs non-contributory life insurance
otherwise payable under the group life insurance provisions of the
Policy.
Benefits shall be payable under this Rider with respect to the
illnesses of a covered retired Employee only to the extent that there
remains an unexpected allocated portion of such group life insurance
available for such payment.
In the event of the death of a covered retired Employee, any portion
of group life insurance previously allocated for disbursement as
provided herein which remains unexpected after satisfaction of all
claims on account of charges incurred prior to the covered retired
EmployeeOs death, shall be payable to the person or persons otherwise
entitled thereto under the covered retired EmployeeOs remaining non-
contributory group life insurance under the Policy.
BENEFITS
Benefits shall be payable under this Rider, on the basis of the
eligible charges described in the subsection OEligible ChargesO, in an
amount equal to the amount, if any, by which the total eligible
charges incurred during each calendar year in connection with the
illnesses of a covered retired Employee exceed the deductible
applicable to such covered retired Employee for the calendar year.
The payment such benefits shall, however, be subject to the section
OIndividual Yearly MaximumO and all other provisions of this Rider.
Deductible - The deductible applicable to a covered retired Employee
for each calendar year shall be the sum of:
(a) $500.00, and
(b) the total of the charges for services, treatments and
supplies enumerated in the provisions of the subsection
OEligible ChargesO preceding the exceptions contained
therein which are incurred during each calendar year in
connection with the illnesses of a covered retired Employee,
to the extent to which such services, treatments and
supplies are provided for the covered retired Employee under
or by (i) Medicare (including benefits provided under the
voluntary program established by Medicare) and (ii) any
insurance coverage (other than under this Rider) with the
Insurance Company providing protection for such covered
retired Employee, in respect of which the Policyholder
shall, directly or indirectly, have paid all or any portion
of the cost.
(Continued)
GC-10319 -26b-
BENEFITS (Continued)
If, (1) all, or (2) any portion, of the amount under (a) above
has been satisfied by the application of charge incurred during
the last three months of a calendar year, then, in the case of
(1), the (a) portion of the deductible for the next ensuing
calendar year shall also be considered as having been satisfied,
and, in the case of (2), such amount may be used towards
satisfaction of the (a) portion of the deductible for the next
ensuing calendar year.
Eligible Charges - Eligible charges shall be the charges actually
made to the covered retired Employees on account of their
illnesses for the services, treatments and supplies ordered by a
physician, subject to the exceptions hereinafter set forth.
(1) Room and board (including all regular daily services ) in a
hospital;
(2) All other hospital services for medical care and treatment
exclusive of professional services;
(3) Anesthesia and its administration;
(4) Ambulance service;
(5) PhysiciansO services for medical care and treatment and
surgery, excluding dental services unless for the treatment
immediately below;
(6) Dental services rendered by a physician, dentist or dental
surgeon for the treatment of a fractured jaw or of
accidental injuries to natural teeth within twelve months of
the accident (the treatment to include replacement of such
natural teeth within said period);
(7) Professional nursing services rendered by a registered
graduate nurse other than a close relative;
(8) The following other service, treatments and supplies;
Oxygen and rental of equipment for its administration;
X-ray and laboratory examinations, excluding dental X-rays
unless rendered for dental treatment of a fractured jaw
of a accidental injuries to natural teeth within six
months of the accident;
Treatments by X-rays, and by radium or other radio-active
substances;
Treatments by a physiotherapist other than a close relative;
Drugs and medicines dispensed by a licensed pharmacist
Surgical dressingsO
Blood and blood plasma;
Artificial limbs and eyes;
Cast, splints, trusses, braces and crutches;
Rental of wheel chair, hospital bed, iron lung or other
similar durable equipment.
The term Oclose relativeO as used above in connection with a
registered graduate nurse and physiotherapist comprises the covered
retired EmployeeOs spouse, and a child, brother, sister, and parent of
the covered retired Employee and of the covered retired EmployeeOs
spouse.
(Continued)
GC-10319 -26c-
BENEFITS (Continued)
In no event shall the eligible charges include charges for services,
treatments or supplies which are not reasonable necessary for the care
ad treatment of illness, nor shall charges for any services, treatment
or supplies be included in excess of customary charges therefor or in
excess of such charges as would have been made in the absence of this
insurance. A customary charge means the usual charge made by the
person, group or other entity rendering or furnishing the services,
treatments or supplies but in no event shall it mean a charge in
excess of the general level of charges made by others rendering or
furnishing such services, treatments or supplies, within the area in
which the charge is incurred, for illnesses comparable in severity and
nature to the illness being treated. The term OareaO, referred to
above, as it would apply to any particular service, treatment or
supply , means a county or such greater area as is necessary to obtain
in representative cross section of persons, groups or other entities
rendering or furnishing such service, treatment or supply.
A charge shall be deemed to be incurred as of the date of the service,
treatment or purchase giving rise to the charge.
Exceptions - The eligible charges shall in no event include:
(a) Charges for eye refractions or examination for the fitting of
glasses or hearing aids.
(b) Charges for medical examinations of any covered retired Employee
for Ocheck-upO purposes when not incident and necessary to the
treatment of an illness.
(c) Charges incurred in connection with remedying a condition by
means of cosmetic surgery unless such condition is the result of
accidental bodily injuries sustained while a covered retired
Employee.
(d) Charges for services, treatments or supplies furnished by or for
the United States Government or any agency thereof, and charges
incurred during confinement in a hospital owned or operated by a
State, Province or political subdivision unless there is an
unconditional requirement to pay these last mentioned charges
without regard to any rights against others, contractual or
otherwise.
(e) Charges incurred in connection with illnesses due to an act of
war, declared or undeclared.
(f) Charges incurred for services, treatments and supplies in
connection with an illness of a covered retired Employee, to the
extent to which such services, treatments and supplies are
provided for the covered retired Employee under a workmenOs
compensation law, occupational disease law or similar legislation
on account of accidental bodily injury or disease arising out of
employment with the Policyholder.
INDIVIDUAL YEARLY MAXIMUM
Not more than $5,000 of benefits in the aggregate (herein called the
Individual Yearly Maximum) shall be payable by the Insurance Company
under the provisions of
(Continued)
GC-10319 -26d-
INDIVIDUAL YEARLY MAXIMUM (Continued)
this Rider with respect to all eligible charges incurred by a covered
retired Employee during each calendar year.
PAYMENT OF BENEFITS
All benefits provided in this Rider shall be paid to the retired
Employee as they accrue or as stated in the following sentence hereof
upon receipt of written proof covering the occurrence , character and
extent of the event for which claim is made. Indemnity, if any,
provided for loss of life shall be payable in accordance with the
provisions respecting such payment prescribed in the last paragraph of
the section of this Rider entitled OAllocation of Portion of Group
Life Insurance for Disbursement as Retired Employee Supplementary
Major Medical Expense BenefitsO.
NOT IN LIEU OF WORKMENOS COMPENSATION INSURANCE
The insurance under this Rider is not in lieu of and does not affect
any requirement for coverage by WorkmenOsO Compensation Insurance.
NO ASSIGNMENT
The insurance under this Rider shall be non-assignable.
__________________________________
IN WITNESS WHEREOF, The Prudential Insurance Company of America has
caused this Rider to be executed as of the effective date of the Rider
indicated on the first page hereof.
Secretary. President.
GC-10319 -26e-
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Herein Called The Insurance Company)
Policyholder: Northrop Corporation
Group Policy No.: G-91660 Effective Date of
Rider: August 1, 1970
RIDER MADE A PART OF THE GROUP POLICY
(to be attached to the Group Policy)
The Insurance Company hereby agrees that the Policy is modified by the
addition of the following provisions:
INSURANCE CONTINUANCE FUND
1. Subject to the limitations set forth in Section 4 of this Rider,
this Rider shall be applicable to the following classes of
Employees of the Policyholder:
Those Employees designated as (1) President, Executive Vice
President, or Senior Vice President of Northrop Corporation or
(2) elected vice presidents each of whom has entered into an
employment agreement with the Policyholder, who have been retired
under the Retirement Plan for Salaried Employees of Northrop
Corporation and who are insured under Employee Term Life
Insurance Coverage Rider form LIFE 101(1-1), such Rider
hereinafter to be referred to as the Northrop Primary Group Life
Insurance Rider; provided, however, that the foregoing shall not
any time include any Employee who, on or prior to the date of
such treatment, shall have furnished proof of total and permanent
disability as provided under Section OExtension of Death BenefitO
of the Northrop Primary Group Life Insurance Rider and whose
insurance is extended as provided in such Section. The Employees
shall be limited to Employees in such designated classes.
Wherever reference is made in this Ride to Retired Employees
Coverage such reference shall mean the term insurance provided
under the Northrop Primary Group Life Insurance Rider for Retired
Employees as defined in this Section 1. Wherever reference is
made in this Rider to a Covered Retired Employee such reference
shall mean that Retired Employees Coverage as defined in this
Section 1 is provided for such person. Wherever reference is
made in this Rider to Other Employees Coverage such reference
shall mean the term insurance provided under the Northrop Primary
Group Life Insurance Rider for persons other than Retired
Employees as defined in this Section 1. The term OHome OfficeO
as used in this Rider means the Home Office of the Insurance
Company in the City of Newark, New Jersey or any of the other
Home or Head Offices of the Insurance Company.
2. For the purpose of providing the Retired Employees Coverage
subject to the terms and conditions of the Policy and the
limitations set forth in this Rider, the Policyholder shall pay
to the Insurance Company premium charges determined by the
Insurance Company in accordance with such cost estimates as may
from time to time be made by the Insurance Company, such premium
charges to be referred to in this Rider as basic premium charges.
Basic premium charges under this Rider in amounts determined by
the Insurance Company, as specified in the preceding sentences,
shall be due during the continuance of this Rider on
GC-10311 -47a-
the same dates as the premium charges for the Other Employees
Coverage, provided, however, that no basic premium charges under
the Rider shall be due after the termination of the Other
Employees Coverage.
Whenever the Insurance Company determines that a policy dividend,
or any portion thereof, declared on the Policy during the
continuance of this Rider is attributable to the Retired
Employees Coverage, such policy dividend, or portion thereof, as
the case may be, shall be applied by the Insurance Company as a
supplemental premium charge under this Rider, regardless of
whether on or prior to the date on which such policy dividend is
declared, basic premium charges under this Rider have ceased to
be due.
3. The basic and supplemental premium charges under this Rider paid
to or applied by the Insurance Company in accordance with the
provisions of Sections 2 and 7 of this Rider shall be accounted
for in a fund maintained by the Insurance Company with respect
to the Policy, referred to in this Rider as the Insurance
Continuance Fund. The Insurance Continuance Fund shall from time
to time be increased by interest, in accordance with the
provisions of the second paragraph of this Section 3, and
decreased by the basic cost of insurance charges, and any
supplemental cost of insurance charges, in accordance with the
provisions of the last paragraph of this Section 3.
Interest shall be added to the Insurance Continuance Fund on each
policy anniversary of the Policy occurring during the continuance
of this Rider, and in the event of the termination of this Rider,
also on the day following the date of such termination. The
interest for any period, whether a policy year as defined in the
last sentence of this paragraph, or part of a policy year, shall
be computed at such rate or rates as determined by the Insurance
Company to be applicable with respect to such period. Any other
elements required for the computation of the interest, including
the dates as of which the basic and supplemental premium charges
under this Rider will be added to the Insurance Continuance Fund
shall be determined by the Insurance Company. The term Opolicy
yearO as used in this Rider shall mean a period commencing on a
policy anniversary and ending on the last day prior to the next
succeeding policy anniversary, provided, however, that with
respect to the period ending on the last day prior to the policy
anniversary next following the effective date of the Rider the
term Opolicy yearO shall mean the period commencing on the
effective date of this Rider and ending on the last day prior to
the policy anniversary next following the effective date of this
Rider.
Unless otherwise agreed upon by the Insurance Company and the
Policyholder, the basic cost of insurance charge for the Retired
Employees Coverage shall be deducted from the Insurance
Continuance Fund on the first day of each month during the
continuance of this Rider and the amount so deducted each month
shall be equal to the product of the total amount of the Retired
Employees Coverage in force on such day and the average monthly
basic cost of insurance rate then in effect. If the deduction
from the Insurance Continuance Fund is made other than monthly ,
the amount deducted from time to time shall be determined by a
method mutually agreeable to the Insurance Company and the
Policyholder.
GC-10311 -47b-
The Insurance Company will determine as of the first due date of
a basic premium charge under this Rider on which there are
covered Retired Employees, an average monthly basic cost of
insurance rate for the Retired Employee Coverage by applying the
individual rate for the Retired Employees Coverage Basic Cost of
Insurance Rates, as set forth below, to the amounts of insurance
in force at the respective ages, nearest birthday, of all persons
who are then Covered Retired Employees, and dividing the
aggregate amount so obtained by the total amount of such
insurance, provided, however, that if no persons became Covered
Retired Employees prior to the discontinuance of the payment of
the basic premium charges under this Rider by the Policyholder,
the determination shall be made on such other date as may be
determined by the Insurance Company on which there are Covered
Retired Employees.
Initial Table of Individual Basic Cost of Insurance Rates Per
$1,000 of Insurance under the Policy on Retired Employees
Rate Basis. - The individual rates set forth below are based on
the Commissioners 1960 Standard Group Mortality Table and 3%
interest.
Age Age Age
Nearest Monthly Nearest Monthly Nearest Monthly
Birthday Rate Birthday Rate Birthday Rate
45 $.68 57 $1.97 69 $5.34
46 .74 58 2.14 70 5.81
47 .81 59 2.32 71 6.32
48 .89 60 2.51 72 6.84
49 .97 61 2.72 73 7.38
50 1.06 62 2.96 74 7.95
51 1.16 63 3.21 75 8.56
52 1.26 64 3.48 76 9.24
53 1.38 65 3.78 77 10.00
54 1.51 66 4.11 78 10.86
55 1.65 67 4.48 79 11.81
56 1.80 68 4.89 80 12.83
Rates for ages not shown herein will be determined by the
Insurance Company on the same Rate Basic as specified above and
will be furnished upon request.
**************************
The Insurance Company may (a) as of any due date of a basic cost
of insurance charge, and (b) whenever the extent of the Retired
Employees Coverage is changed by agreement of the Insurance
Company and the Policyholder, change the table of individual
basic cost of insurance rates on the basis of which further basic
cost of insurance charges, including any then due, shall be
computed, by notifying the Policyholder prior to the date as of
which the basic cost of insurance rates are to be changed. The
Insurance Company, however, shall not have the right to change
the table of individual basic cost of insurance rates under (a)
of this paragraph prior to the first anniversary of the effective
date of this Rider, nor, after such anniversary, more than once
during any twelve (12) consecutive months.
GC-10311 -47c-
The Insurance Company or the Policyholder may (a) as of any
policy anniversary of the Policy following the effective date of
this Rider, and (b) as of any due date of a basic cost of
insurance charge on which the table of individual basic cost of
insurance rates may be changed, in accordance with the provisions
of the preceding paragraph of this Section 3, and (c) whenever
the extent of the Retired Employees Coverage is changed by
agreement of the Insurance Company and the Policyholder, require
that the average monthly basic cost of insurance rate be
determined according to the then attained ages of all persons who
are then Covered Retired Employees and the table of individual
basic cost of insurance rates then in effect.
Whenever 105% of the incurred benefit charges for the Retired
Employees Coverage, as defined in the next sentence of this
paragraph, is for any policy year in excess of the basic cost of
insurance charge for the Retired Employees Coverage for the same
policy year, as determined by the Insurance Company in accordance
with the provisions of the third paragraph of this Section 3, a
supplemental cost of insurance charge for the Retired Employees
Coverage shall be deducted from the Insurance Continuance Fund as
of the policy anniversary next following the end of such policy
year, provided that this Rider is continued in force to the end
of such policy year, in an amount equal to the lesser of (i) such
excess, and (ii) the balance in the Insurance Continuance Fund as
of such policy anniversary. The term Oincurred benefit charges
for the Retired Employees CoverageO as used in this paragraph
shall, for any policy year, mean (i) the amount of claims and
conversions charges, as determined by the Insurance Company, for
the Retired Employees Coverage, recorded by the Insurance Company
during such policy year, plus (ii) the estimated amount of claims
and conversions charges, as determined by the Insurance Company,
for the Retired Employees Coverage, unrecorded by the Insurance
Company as of the end of such policy year but chargeable to the
experience of the Policy as of the end of such policy year, less
(iii) the amount corresponding to (ii) of this sentence that was
used by the Insurance Company to determine the incurred benefit
charges for the Retired Employees Coverage for the preceding
policy year. In the event of the termination of this Rider prior
to the end of a policy year, the Insurance Company shall
determine the supplemental cost of insurance charge for the
period from the last preceding policy anniversary of the Policy
to the termination date of this Rider by a method consistent with
the principles specified in the preceding sentences of this
paragraph, as if the termination of this Rider had occurred at
the end of a policy year, but taking the shorter duration into a
account, and deduct the supplemental cost of insurance charge so
determined as of the day following such termination date. The
Insurance Company may, by notifying the Policyholder, change the
percentage f incurred benefit charges specified in the first
sentence of this paragraph, as of any date on which the average
monthly basic cost of insurance rate may be redetermined in
accordance with the provisions of the preceding paragraph,
provided, however, that any new percentage of incurred benefit
charges shall not be applicable to any period elapsed prior to
the date as of which the change in the percentage of incurred
benefit charges is made.
4. Anything in the Policy to the contrary notwithstanding, the
Policyholder may either (a) discontinue the payment of the basic
premium charges under this Rider, but continue the payment of the
premium charges for the Other Employees Coverage, or (b)
discontinue both payment of the basic premium charges under this
Rider and the payment of the premium charges for the Other
Employees
GC-10311 -47d-
Coverage. The discontinuance by the Policyholder of the payment
of the basic premium charges under the Rider, under the
circumstances specified in (a) of the first sentence of this
paragraph, shall not effect the termination of this Rider nor the
termination of the Policy, either with respect to the Retired
Employees Coverage or with respect to the Other Employees
Coverage. The discontinuance by the Policyholder of the payment
of the basic premium charges under this Rider, under the
circumstances specified in (b) of the first sentence of this
paragraph, shall effect the termination of the Policy with
respect to the Other Employees Coverage only, whereas this Rider
and the Policy with respect to the Retired Employees Coverage
shall remain in force until this Rider terminates.
In the event of the discontinuance by the Policyholder of the
amount of the basic premium charges under this Rider, no person
who is not a Covered Retired Employee at the time when such
discontinuance is deemed to occur, within the meaning specified
in Section 6 of this Rider, may thereafter become a Covered
Retired Employee, except as otherwise provided hereafter in this
Section 4, but any person who is then a Covered Retired Employee
shall, subject to the terms and conditions of the Policy and the
limitations set forth in this Rider, remain insured under the
Policy for the Retied Employees Coverage until this Rider
terminates or such person ceases to be a Retired Employee,
whichever occurs earlier.
If the Insurance Continuance Fund, on or after the date of
discontinuance by the Policyholder of the payment of the basic
premium charges under this Rider is in excess of the amount
estimated by the Insurance Company to be sufficient to provide
for the periodic continuance of the Retired Employees Coverage on
all persons who at the time when such discontinuance is deemed to
occur, within the meaning specified in Section 6 of this Rider,
are Covered Retired Employees, for as long as such persons remain
Retired Employees, the Policyholder and the Insurance Company may
agree that certain persons who are then not Covered Retired
Employees shall thereafter be eligible to become insured under
the Policy for the Retired Employees Coverage, subject to the
terms and conditions of the Policy and the limitations set forth
in this Rider. Any such estimate of the sufficiency of the
Insurance Continuance Fund shall be made by the Insurance Company
by a method consistent with the cost estimates referred to in
Section 2 of this Rider.
5. The Retired Employees Coverage shall, unless otherwise specified
in this Rider, be subject to all the terms and conditions of the
Policy applicable thereto while this Rider remains in force,
provided, however, that by agreement of the Policyholder and the
Insurance Company the terms and conditions of the Policy with
respect to the Retired Employees Coverage may be changed from
time to time.
6. A grace period of thirty one-one days will be allowed for the
payment of any basic premium charges under this Rider except the
first. If any basic premium charge under this Rider is not paid
within the days of grace, the discontinuance of the payment of
the basic premium charges under this Rider shall be deemed to
have occurred at the end of such grace period, unless otherwise
agreed upon by the Insurance Company and the Policyholder. The
foregoing provisions of this Section 6 are applicable only to the
basic premium charges under this Rider and
GC-10311 -47e-
shall not modify any provisions of the Policy, or of any other
rider attached thereto, which apply to the payment of the premium
charges for the Other Employees Coverage.
7. The Insurance Company may terminate this Rider, provided written
notice of the CompanyOs intention to effect such termination as
of a certain date has been given to the Employer at least 31 dyas
in advance of such date, whenever, as of the date the Insurance
Company gives such notice, the Insurance Company determines that
the Insurance Continuance Fund does not equal or exceed 40% of
the sum of the amounts of insurance for Covered Retired Employees
immediately prior to the earlier of the Covered Retired
EmployeeOs retirement or attainment of age 65.
The termination of this Rider as specified in the preceding
paragraph shall be effective on the date specified in the notice
of this Insurance Company, excetp that the Employer may pay to
the Insurance Company prior to such date a supplemental premium
charge, whereupon the Insurance CompanyOs notice of intention to
effect such termination shall be deemed withdrawn and this Rider
shall continue in force beyond the date on which termination was
to become effective, subject to the terms and conditions of the
Policy and the limitations set forth in this Rider. The
supplemental premium charge referred to in the preceding sentence
will be determined by the Insurance Company, at the request of
the Employer, by a method consistent with the cost estimates
referred to in Section 2 of this Rider.
This Rider shall terminate automatically upon receipt by the
Insurance Company at the Home Office of written notice from the
Employer of the last person to die of the group of persons
composed of all persons who either are Covered Retired Employees
or are eligible to become Covered Retired Employees.
8. Upon the termination of this Rider, the Policy shall terminate
with respect to the Retired Employees Coverage, and any persons
who are then Covered Retired Employees shall automatically cease
to be insured under the Policy for the Retired Employees Coverage
at the same time as the termination of this Rider becomes
effective. The Insurance Company will as soon as practicable
thereafter determine, by the first in, first our rule of
accounting, which of the basic and supplementla premium charges
under this Rider paid to or applied by the Insurance Company,
increased by interest, as determined in accordance with the
provisions of the second paragraph of Section 3 of this Rider,
and which of the basic and supplemental premium charges under
this Rider paid to or applied by the Insurance Company were (c)
not required to be used, either in full or in part, for such
purpose. If such determination discloses that any basic and
supplemental premium charges under this Rider paid to or applied
by the Insurance Company will pay to the Policyholder, in the
manner specified in the following paragraph of this Section 8, a
refund equal to the sum of (A) and (B), as defined in the last
two sentences
GC-10311 -47f-
of this paragraph, to be used for the sole benefit of employees.
Payment by the Insurance Company in accordance with the
provisions of the first paragraph of this Section 8, shall
completely discharge the liability of the Insurance Company with
respect to any amount of amounts so paid. The term (A) as used
in the third sentence this paragraph means an amount equal to the
unused portion of any basic and supplemental premium charge
included in (b) of the second sentence of this paragraph, either
increased by the excess of (i) 95% of the interest on such unused
portion of any basic and supplemental premium charge to the
termination date of this Rider, as determined in accordance with
the provisions of the second paragraph of Section 3 of this
Rider, over (ii) 5% of such unused portion of any basic and
supplemental premium charge, if (i) is greater than (ii), or
decreased by the excess of (ii) over (i), if (i) is smaller than
(ii). The term (B) as used in the third sentence of this
paragraph means the aggregate of the basic and supplemental
premium charges included in (c) of the second sentence of this
paragraph, either increased by the excess of (i) the aggregate of
(i) the aggregate of 95% of the interest on each of such basic
supplemental premium charges to the termination date of this
Rider, as determined in accordance with the provisions of the
second paragraph of Section 3 of this Rider, over (ii) 5% of the
aggregate of such basic and supplemental premium charges, if (i)
is greater than (ii), or decreased by the excess of (ii) over
(i), if (i) is smaller than (ii)
The Insurance Company will pay the amount due by reason of the
termination of the Rider, in accordance with the provisions of
the first paragraph of this Section 8, in 120 monthly
installments. The first such installment shall be due on the day
following the end of the six monthsO period commencing with the
policy anniversary next following the termination date of this
Rider, regardless of whether on such policy anniversary the
Policy is in force with respect to the Other Employee Coverage or
not, and each subsequent installment shall be due on the
corresponding day of each month thereafter until all installments
have been paid, provided, however, that the Insurance Company may
at any time and from time to time advance the due date of any one
or more of such installments including the first installment.
Each installment shall be equal to the sum of (i) the 120th part
of the amount due by reason of the termination of this Rider, in
accordance with the provisions of the first paragraph of this
Section 8, and (ii) interest on (i) computed at such effective
rate or rates as determined by the Insurance Company from time to
time, but not less than 2 per cent per annum. for the day
following the termination date of this Rider to the date on which
such installment is paid.
Whenever the Insurance Company, in accordance with the provisions
of this Section 8, determines as an effective rate of interest
for any period of time, such rate shall be used by the Insurance
Company with respect to all interest calculations required under
this Section 8 for the same period of time.
The Insurance Company has caused this Rider to be executed as of the
effective date of the Rider indicated on the first page hereof.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Secretary
GC-10311 -47g-
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Herein Called the Insurance Company)
Policyholder: NORTHROP CORPORATION
Group Policy No.: G-91660 Effective Date of
Rider: October 1,1980
RIDER MADE A PART OF THE GROUP POLICY
(to be attached to the Group Policy)
The Insurance Company hereby agrees that the policy is modified by the
addition of the following provisions:
INSURANCE CONTINUANCE FUND
Subject to the limitations set forth in the section ODiscontinuance of
Premium ChargesO, this Rider shall be applicable to:
Those Employees of Northrop Corporation classified as Chairman of the
Board and Chief Executive Officer, President and Chief Operating
Officer, or Senior Vice President, who prior to, on , or after the
effective date of this Rider have been, are, or shall be retired under
the Retirement Plan for Salaried Employees of Northrop Corporation,
except that this Rider shall not be applicable to any employees of the
Policyholder who on or prior to the date of their retirement shall
have furnished proof of total and permanent disability as provided
under the section OExtended Death Benefit During Total DisabilityO of
Group Employee Term Life Insurance Coverage Riders LIFE 604(6-4) or
LIFE 604(6-5), forming part of the Policy and whose insurance is being
extended as provided in such section.
Definitions
Whenever used in this Rider, the following terms shall have the
respective meanings set forth below:
ORetired EmployeesO means those employees of the Policyholder to
whom this Rider is applicable.
ORetired Employees CoveragesO means the term insurance provided
under the Group Employee Term Life Insurance Coverage Riders LIFE
604(6-4) and LIFE 604(6-5), forming parts of the Policy for Retired
Employees, and for which cost of insurance charges are made in
accordance with the provisions of the section OFund MaintenanceO.
OCovered Retired EmployeesO means Retired Employees for whom
Retired Employees Coverage is provided.
OOther Employees CoverageO means the term insurance provided under
the Group Employee Term Life Insurance Coverage Riders LIFE 604(6-
4) and LIFE 604(6-5), forming parts of the Policy, for persons
other than Retired Employees.
OPolicy YearO means the period commencing on the effective date of
this Rider and ending the last day prior to the policy anniversary
of the Policy next following the effective date of this Rider, and
subsequent period commencing on a policy anniversary of the Policy.
Policy Anniversaries of the Policy shall be deemed to continue to
occur after termination of the Retired Employees Coverage or of the
Policy.
GC-10442
OIncurred Benefit Charges for the Retired Employees CoverageO means
the sum of the following charges for Retired Employees Coverage as
determined by the Insurance Company: (I) the amount of claims and
conversion charges recorded by the Insurance Company during any Policy
Year, plus (ii) the estimated amount of claims and conversion charges
unrecorded by the Insurance Company as of the end of such Policy Year
but chargeable to the experience of the Policy as of the end of such
Policy Year, less (iii) the amount corresponding to (ii) of this
sentence that was used by the Insurance Company to determine the
incurred benefit charges for the preceding Policy Year.
OHome OfficeO means the Home Office of the Insurance Company in the
City of Newark, New Jersey, or any of the other Home or Head Offices
of the Insurance Company.
Premium Charges
Basic Premium Charges - For the purpose of providing the Retired
Employees Coverage subject to the terms and conditions of the Policy
and the limitations set forth in this Rider, the Policyholder shall
pay to the Insurance Company premium charges determined by the
Insurance Company in accordance with such cost estimates as may from
time to time be made by the Insurance Company, such premium charges to
be referred to in this Rider as basic premium charges. The first
basic premium charge under this Rider is due on the effective date of
this Rider and subsequent basic premium charges under this Rider in
amounts determined by the Insurance Company, as specified in the
preceding sentence, shall be due during the continuance of the Retired
Employees Coverage on the same dates as the premium charges under this
Rider shall be due after the termination of the Other Employees
Coverage.
Supplemental Premium Charges - Whenever the Insurance Company
determines that a policy dividend, or any portion thereof, declared on
the Policy as of a policy anniversary of the Policy, is attributable
to the Retired Employees Coverage, such policy dividend, or portion
thereof, as the case may be, shall be applied by the Insurance Company
as a supplemental premium charge under this Rider, regardless of
whether on or prior to such policy anniversary basic premium charge
under this Rider have ceased to be due. During continuance of the
Retired Employees Coverage, in computing the average rate and the
premium charge for the insurance in force under the Group Employee
Term Life Insurance Coverage Riders LIFE 604(6-4) and LIFE 604(6-5),
forming parts of the Policy, the Retired Employees Coverage shall be
excluded for any purpose other than the determining of the amount by
which each individual rate per $1,000 of insurance, as specified in
the section OComputation Riders LIFE 604(6-4) and LIFE 604(6-5), is
increased.
A supplemental premium charge may also be payable under the section
OTermination of Retired Employees CoverageO.
Fund Maintenance
The basic and supplemental premium charges under this Rider paid to or
applied by the Insurance Company shall be accounted for in a fund
maintained by the Insurance Company with respect to the Policy,
referred to in this Rider as the Insurance Continuance Fund.
GC-10442 -2-
Interest Additions - Interest shall be added to the Insurance
Continuance Fund (1) on each policy anniversary of the Policy
occurring during the continuance of this Rider and (2) on the day
following the termination of the Retired Employees Coverage, and (3)
on the day of the termination of this Rider. The interest for aEy
period, whether a Policy Year of part of a Policy Year, shall be
computed at such rate or rates as detemined by the Insurance Company
to be applicable with respect to such period. Any other elements
required for the computation of the interest, including the dates as
of which the basic and supplemental premium charges under this Rider
will be added to the Insurance Continuance Fund, shall be determined
by the Insurance Company.
Basic Cost of Insurance Charge Deductions - Unless otherwise agreed
upon by the Insurance Company and the Policyholder, the basic cost of
insurance charges for the Retired Employees Coverage shall be deducted
from the Insurance Continuance Fund on the first day of each month
during the continuance of the Retired Employees coverage and the
amount so deducted each month shall be equal to the product of the
total amount of the Retired Employees Coverage in force on such day
and the average monthly basic cost of insurance rate then in effect.
If the deduction from the Insurance Continuance Fund is made other
than monthly, the amount deducted from time to time shall be
determined by a method mutually agreeable to the Insurance Company and
the Policyholder.
The Insurance Company will determine as of the first due date of a
basic premium charge under this Rider on which there are Covered
Retired Employees, an average monthly basic cost of insurance rate for
the Retired Employees Coverage by applying the individual rates
specified in the Initial Table of Individual Basic Cost of Insurance
Rates, as set forth below, the amounts of insurance in force at the
respective ages, nearest birthday, of all person who are then Covered
Retired Employees and dividing the aggregate amount so obtained by the
total amount of such insurance, provided, however, that if no persons
become Covered Retired Employees prior to the discontinuance of the
payment of the basic premium charges under this Rider by the
Policyholder the determination shall be made on such other date as may
be determined by the Insurance Company on which there are Covered
Retired Employees.
Initial Table of Individual Basic Cost of Insurance Rates Per $1,000
of
Insurance under the Policy on Retired Employees*
Rate Basis - The individual rates set forth below are based on the
Commissioners 1960 Standard Group Mortality Table and 3% interest.
Age Age Age
Nearest Monthly Nearest Monthly Nearest Monthly
Birthday Rate Birthday Rate Birthday Rate
45 $.68 57 $1.97 69 $5.34
46 .74 58 2.14 70 5.81
47 .81 59 2.32 71 6.32
48 .89 60 2.51 72 6.84
49 .97 61 2.72 73 7.38
50 1.06 62 2.96 74 7.95
51 1.16 63 3.21 75 8.56
52 1.26 64 3.48 76 9.24
53 1.38 65 3.78 77 10.00
54 1.51 66 4.11 78 10.86
55 1.65 67 4.48 79 11.81
56 1.80 68 4.89 80 12.83
GC-10442 -3-
Rates for ages not shown herein will be determined by the Insurance
Company on the same Rate Basic as specified above and will be
furnished upon request.
**************************
The Insurance Company may (a) as of any due date of a basic cost of
insurance charge, and (b) whenever the extent of the Retired Employees
Coverage is changed by agreement of the Insurance Company and the
Policyholder, change the table of individual basic cost of insurance
rates on the basis of which further basic cost of insurance charges,
including any then due, shall be computed, by notifying the
Policyholder prior to the date as of which the basic cost of insurance
rates are to be changed. The Insurance Company, however, shall not
have the right to change the table of individual basic cost of
insurance rates under (a) of this paragraph prior to the first
anniversary of the effective date of this Rider, nor, after such
anniversary, more than once during any twelve (12) consecutive months.
The Insurance Company or the Policyholder may (a) as of any policy
anniversary of the Policy following the effective date of this Rider,
and (b) as of any due date of a basic cost of insurance charge on
which the table of individual basic cost of insurance rates may be
changed, in accordance with the provisions of the preceding paragraph
of this Section 3, and (c) whenever the extent of the Retired
Employees Coverage is changed by agreement of the Insurance Company
and the Policyholder, require that the average monthly basic cost of
insurance rate be determined according to the then attained ages of
all persons who are then Covered Retired Employees and the table of
individual basic cost of insurance rates then in effect.
Supplemental Cost of Insurance Charge Deductions - Whenever 105% of
the incurred benefit charges for the Retired Employees Coverage for
any Policy Year exceeds the basic cost of insurance charges for the
Retired Employees Coverage for the same Policy Year, as determined by
the Insurance Company, such excess hereinafter referred to as Amount
A, a supplemental cost of insurance charge for the Retired Employees
Coverage shall be deducted from the Insurance Continuance Fund as of
the policy anniversary of the Policy next following the end of such
Policy Year, provided that the Retired Employees coverage continued in
force to the end of such Policy Year. Such supplemental cost of
insurance charge shall be -
(a) if, after the deduction of Amount A from the Insurance
Continuance Fund, the balance in the Insurance Continuance
Fund as of such policy anniversary, after the addition as of
such policy anniversary of interest and of any supplemental
premium charge arising from dividends, is greater than the
Amount B referred to hereafter in this paragraph - The
Amount A;
(b) if the conditions specified in ((a) above is not satisfied -
The positive excess, if any, of (i) the balance in the
Insurance Continuance Fund as of such policy anniversary of
interest and of any supplemental premium charge arising from
dividends, over (ii) the Amount B below as of such policy
anniversary.
The Amount B as of any policy anniversary of the Policy shall be
determined by the Insurance Company whenever a supplemental cost of
insurance charge is to be deducted from the Insurance Continuance Fund
as of such policy anniversary in accordance with the provisions of the
section OCapital Adjustments, Additions, and DeductionO if the balance
of the Insurance Continuance Fund as of such policy anniversary were
reduced to a level such that such final capital charge would exactly
liquidate the Insurance Continuance Fund.
GC-10442 -4-
In the event of the termination of the Retired Employees Coverage
prior to the end of a Policy Year, the Insurance Company shall
determine the supplemental cost of insurance charge for the Retired
Employees Coverage for the period from the policy anniversary of the
Policy immediately preceding the date of termination of the Retired
Employees Coverage to such termination date by a method consistent
with the above principles as if the termination of the Retired
Employees Coverage had occurred at the end of the Policy Year, but
taking the shorter duration into account, and deduct the supplemental
cost of insurance charge for the Retired Employees Coverage so
determined as of the day following the date of such termination.
The Insurance Company may, by notifying the Policyholder, change the
percentage of Incurred Benefit Charges for the Retired Employees
Coverage specified in the first paragraph of this subsection, as of
any date on which the average monthly basic cost of insurance rate may
be redetermined in accordance with the provisions of the preceding
subsection, provided, however that any new percentage of Incurred
Benefit Charges for the Retired Employees Coverage shall not be
applicable to any period elapsed prior to the date as of which the
change in the percentage of Incurred Benefit Charges for the Retired
Employees Coverage is made.
Capital Adjustments: Additions and Deductions - Whenever
(i) the balance in the Insurance Continuance Fund as of a date
on which interest is to be added to the Insurance
Continuance Fund is smaller than
(ii) the balance in the Insurance Continuance Fund as of the
immediately preceding date on which interest had been added
to the Insurance Continuance Fund, the Insurance Continuance
Fund shall, as of the same date as specified in (i), be
increased or decreased by an amount, hereinafter referred to
as a capital adjustment, determined by the Insurance Company
to be applicable to this Rider as of such date.
For the purpose of (i) above, the balance in the Insurance Continuance
Fund as of a particular date shall be determined by the Insurance
Company after the addition as of such date of interest, but before the
deduction as of such date of any supplemental cost of insurance charge
for the Retired Employees Coverage and before the addition as of such
date of any supplemental premium charge arising from dividends, and
before making as of such date any capital adjustment, provided,
however that the balance in the Insurance Continuance Fund shall be
considered to be zero (1) as of any date on which the supplemental
cost of insurance charge for the Retired Employees Coverage is to be
deducted, if as of such date the conditions specified in (a) of the
preceding subsection is not satisfied, and (2) as of the day on which
the last refund is to be made under the section ORefund of Fund
BalanceO.
For the purpose of (ii) above, the balance in the Insurance
Continuance Fund as of a particular date shall be determined by the
Insurance Company after the addition of interest and after making any
capital adjustment, in either case as of such date, but before the
deduction of any supplemental cost of insurance charge for the Retired
Employees Coverage and before the addition of any supplemental premium
charge arising from dividends, in either case as of such date.
Refund Deductions - Refunds shall be deducted from the Insurance
Continuance Fund in accordance with the provisions of the section
ORefund of Fund BalanceO.
GC-10442 -5-
Grace Period for Basic Premium Charges
A grace period of thirty-one days will be allowed for the payment of
any basic premium charges under this Rider except the first. If any
basic premium charge under this Rider is not paid within the days of
grace the discontinuance of the payment of the basic premium charges
under this Rider shall be deemed to have occurred at the end of such
grace period, unless otherwise agreed upon by the Insurance company
and the Policyholder. This grace period applies only to the basic
premium charges under this Rider and shall not modify any provisions
of the Policy or of any other rider attached thereto, which apply to
the payment of the premium charges for the Other Employees Coverage.
Discontinuance of Premium Charges
Anything in the Policy to the contrary notwithstanding, the
Policyholder may either (a) discontinue the payment of the basic
premium charges under his Rider, but continue the payment of the
premium charges for the Other Employees Coverage, or (b) discontinue
both the payment of the basic premium charges under this Rider and the
payment of the premium charges for the Other Employees coverage. The
discontinuance by the Policyholder of the payment of the basic premium
charges under this Rider, under circumstances specified in (a), shall
not effect either the termination of the Retired Employees Coverage or
the termination of the Other Employees Coverage. The discontinuance
by the Policyholder of the payment of the basic premium charges under
this Rider and of the premium charges for the Other Employees
Coverage, referred to in (b), shall effect the termination of the
Other Employees Coverage only, whereas the Retired Employees Coverage
shall continue in force until terminated in accordance with the
provisions of the next section.
Except as otherwise provided hereafter in this section, in the event
of the discontinuance by the Policyholder of the payment of the basic
premium charges under this Rider, no persons may become Covered
Retired Employees after the date when such discontinuance is deemed to
occur, within the meaning specified in the preceding section, but any
persons who on such date are Covered Retired Employees shall, subject
to the terms and conditions of the Policy and limitations set forth in
this Rider, remain Covered Retired Employees until the Retired
Employees Coverage terminates or such persons cease to be Retired
Employees, whichever occurs earlier.
If the Insurance Continuance Fund, on or after the date of
discontinuance by the Policyholder of the payment of the basic premium
charges under this Rider, is in excess of the amount estimated by the
Insurance Company to be sufficient to provide for basic periodic
continuance of the Retired Employees Coverage on all persons who at
the time when such discontinuance is deemed to occur, within the
meaning specified in the preceding section, are Covered Retired
Employees, for as long as such persons remain Retired Employees, the
Policyholder and the Insurance Company may agree that certain person
who are then not Covered Retired Employees shall thereafter be
eligible to become Covered Retired Employees, subject to the terms and
conditions of the Policy and the limitations set forth in this Rider.
Any such estimate of the sufficiency of the Insurance Continuance Fund
shall be made by the Insurance Company by a method consistent with the
cost estimates referred to in the section OPremium ChargesO.
GC-10422 -6-
Termination of Retired Employees Coverage
The Insurance Company may terminate the Retired Employees Coverage,
provided written notice of the Insurance CompanyOs intention to effect
such termination as of a certain date has been given to the
Policyholder at least 31 days in advance of such date, whenever, as of
the date the Insurance Company gives such notice,
(a) prior to the discontinuance by the Policyholder of the
payment of the basic premium charges under this Rider, the
sum of (i) the number of persons insured for the Retired
Employees Coverage and (ii) the number of persons insured
for the Other Employees Coverage, is less than twenty-five,
or
(b) the Insurance Company determines that the Insurance
Continuance Fund does not equal or exceed 80% of the amount
of the insurance then in force under the Policy for the
Retired Employees Coverage.
The termination of the Retired Employees Coverage shall be effective
on the date specified in the notice of the Insurance Company, except
that in the case of the termination under (b) above, the Policyholder
may pay up to the Insurance Company prior to such date a supplemental
premium charge, whereupon the Insurance CompanyOs notice of intention
to effect such termination shall be deemed withdrawn and the Retired
Employees Coverage shall continue in force beyond the date on which
the termination was to become effective, subject to the terms and
conditions of the Policy and the limitations set forth in this Rider.
Such supplemental premium charge will be determined by the Insurance
Company, at request of the Policyholder, by a method consistent with
the cost estimate referred to in the section OPremium ChargesO.
The Retired Employees Coverage shall terminate automatically upon
receipt by the Insurance Company at the Home Office of written notice
from the Policyholder of the death of the last person to die of the
group of persons composed of all persons who either are Covered
Retired Employees or are eligible to become Covered Retired Employees.
Upon termination of the Retired Employees Coverage any persons who are
then Covered Retired Employees will automatically cease to be insured
under the Policy for the Retired Employees Coverage at the same time
as the termination of the Retired Employees Coverage becomes
effective.
Refund of Fund Balance
The Insurance Company will as soon as practicable after the
termination date of the Retired Employees Coverage determine the
balance in the Insurance Continuance Fund as of the day following the
termination of the Retired Employees Coverage, calculated in
accordance with the provisions of the section OFund MaintenanceO, and
if such balance is greater than zero make refunds to the Policyholder,
in the manner specified below to be used for the sole benefit of
employees. Any such refund shall be deducted from the Insurance
Continuance Fund on the due date of the respective refund and the
making of any refund by the Insurance Company to the Policyholder in
accordance with the provisions of this section shall completely
discharge the liability of the Insurance Company with respect to the
refund so made.
GC-10442 -7-
The first of the refunds shall be due on the day following the end of
the six monthsO period commencing with the policy anniversary of the
Policy next following the termination date of the Retired Employees
Coverage, regardless of whether the Policy is then in force for Other
Employees Coverage, and on each subsequent refund shall be due on the
corresponding day of each month thereafter until the balance in the
Insurance Continuance Fund has been reduced to zero.
Each refund, except the last one, shall be equal to the greater of (a)
2% of the balance in the Insurance Continuance Fund determined by the
Insurance Company as of the day following the termination of the
Retired Employees Coverage, and (b) $1,000. The last refund shall be
equal to the balance in the Insurance Continuance Fund as of the due
date of such refund after the addition as of such date of interest and
of any supplemental premium charge arising from dividends, and after
the deduction as of such date of any supplemental cost of insurance
charge, and after making as of such date the capital adjustment
applicable to this Rider.
Anything hereinabove to the contrary notwithstanding, the Policyholder
and the Insurance Company may at any time and from time to time agree
to increase the amount of any one or more of such refundsO or to
advance the due date thereof, or both.
Termination of Rider
This Rider shall terminate automatically (i) on the day on which the
last refund referred to in the preceding section has been made by the
Insurance Company to the Policyholder, or (ii) if the Insurance
Company determines that the balance in the Insurance Continuance Fund
as of the day following the termination of the Retired Employees
Coverage is zero or less than zero.
______________________________
The Retired Employees Coverage shall, unless otherwise specified in
this Rider, be subject to all the terms and conditions of the Policy
applicable thereto, provided, however, that by agreement of the
Policyholder and the Insurance Company the terms and conditions of the
Policy with respect to the Retired Employees Coverage may be changed
from time to time.
_______________________________
IN WITNESS WHEREOF, The Prudential Insurance Company of America has
caused this Rider to be executed as of the effective date of the Rider
indicated above.
Secretary
GC-10442 -8-
Group Policy Nos. G-91207, GH-91207, GI-91207, GM-91207, GS-91207,
GZ-91207, G-91555, G-91556, G-91609, G-91665, G-93551, GD-93551, G-
93558, GO-93558, G-95305, G-95609
collectively called the Group Contract below.
ADDITIONAL PREMIUMS
for insurance under these Coverages of the Group Contract.
A. DEFINITIONS.
Contract Year means a period of time:
(1) starting with the Contract Date and ending with the day before
the first Contract Anniversary; or
(2) starting with a Contract Anniversary and ending with the day
before the next Contract Anniversary.
Additional Premiums means premiums for the insurance under the Group
Contract required by Section B.
Regular Premiums means premiums for the insurance under the Group
Contract other than any Additional Premiums.
B. ADDITIONAL PREMIUMS
An Additional Premium is due for the insurance under the Group
Contract: (1) on the last day of each Contract Year after these
provisions become effective; and (2) on the date the Group Contract
ends (if other than the end of a Contract Year).
The Additional Premium for each Contract Year is equal to 10% of the
Regular Premium for that Contract Year.
If an Additional Premium is due for a period of less than a Contract
Year, because these provisions do not become effective on a Contract
Anniversary, or because the Group Contract ends on other than the last
day of a Contract Year, that shorter period of time will be used to
determine the Additional Premium.
C. CHANGES IN THE PERCENT USED TO COMPUTE ADDITIONAL PREMIUMS.
Prudential may change the percent used to compute the Additional
Premiums: (1) on each Contract Anniversary; and (2) at any other
time the premium rates under the Group Contract may be changed.
Prudential will inform the Contract Holder of any change in the
percent.
Percents used to compute the Additional Premium will be applied to the
Regular Premium for the part of the Contract Year they were in effect.
______________________________
83500
APC 1004
#21795
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
a mutual life insurance company
AMENDMENT TO GROUP POLICY Nos. G-95609, G-91207, GH-91207, GM-91207.
GZ-91207, G-91555, G-91556, G-91660, G-91665 and G-93551
(to be attached to and made a part of the Policy)
The Policy holder and the Insurance Company hereby agree as follows:
1. The insurance form listed in Column I below is attached to this
Amendment and forms part of the Group Policy as of such form's
effective date, the corresponding insurance form, if any, listed
in Column II.
Column I Column II
GC-4204 GC-4204
effective December 31, 1988 effective December
31, 1982
2. Effective December 31, 1988, premiums will be computed on the
following basis for the insurance indicated.
BRANCH 01 - Northrop Ventura Division
Applicable Coverage Monthly Rate per Employee
Non-Contributory Employee Insurance Dependents
Insurance
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employee Monthly
Benefit.
Weekly Income Accident
and Sickness $0.063 per $10.00 of
Weekly Benefit
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1,203
Weekly Income Accident
and Sickness $0.063 per $10.00 of
Weekly Benefit
BRANCH 02 - Precision Products Salaried
Non-Contributory Employee Insurance Dependents Insurance
Term Life $0.152 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Survivor Benefit Life $0.063 per $100 of
Employees Monthly Benefit
Continued
BRANCH 02 - Precision Products Salaried (Continued)
Applicable Coverage Monthly Rate per Employee
Non-Contributory Employee Insurance Dependents
Insurance
Dependents Term Life
$0.362
Weekly Income Accident
and Sickness - Exempt $0.213 per $10.00 of
Weekly Benefit
Contributory
Term Life $0.425 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
BRANCH 03 - Precision Products Hourly
Non-Contributory
Term Life $0.152 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Survivor Benefit Life $0.063 per $100 of
Employees Monthly
Benefit.
Dependents Term Life
$0.362
Weekly Income Accident
and Sickness - Exempt $1.009 per $10.00 of
Weekly Benefit
BRANCH 05 - Aircraft Division
Non-Contributory
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefit.
Weekly Income Accident
and Sickness $0.063 per $10.00 of
Weekly Benefit
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1.203
Weekly Income Accident
and Sickness - Exempt $0.063 per $10.00 of
Weekly Benefit
New York Disability
Benefits Law $1.862
Continued
BRANCH 06 - Northrop Electronics West Coast
Applicable Coverage Monthly Rate per Employee
Non-Contributory Employee Insurance Dependents
Insurance
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefit.
Contributory
Term Life $0.430 per $1.000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Terms Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
BRANCH 17 - Electro-Mechanical Division
Non-Contributory
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Terms Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
BRANCH 23 - Defense Systems Division
Non-Contributory Employee Insurance Dependents
Insurance
Term Life $0.123 per $1,000 of
insurance
Additional Term Life $0.414 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Weekly Income Accident
and Sickness-Exempt $0.446 per $10.00 of
Weekly Benefit
Continued
BRANCH 28 - Northrop International Inc.
Applicable Coverage Monthly Rate per Employee
Non-Contributory Employee Insurance Dependents
Insurance
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.446 per $10.00 of
Weekly Benefit
BRANCH 30 - Northrop International Inc.
Non-Contributory
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
BRANCH 23 - Dakota Manufacturing Plant
Non-Contributory
Term Life $0.245 per $1,000 of
insurance
Accidental Death
and Dismemberment $1.044 per $1,000 of
insurance
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
Continued
BRANCH 39 - NWASI
Applicable Coverage Monthly Rate per Employee
Employee Insurance Dependents
Insurance
Term Life and Dependents
Term Life $8.905 *
Accidental Death
and Dismemberment $1.183
Weekly Income Accident
and Sickness-Exempt
(Non-Contributory) $18.546
Dependents Term Life
(Contributory) $0.747
* Included in the Employee Insurance
BRANCH 47 - Northrop International Aircraft
Non-Contributory
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life $0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
BRANCH 55 - Northrop Industries
Non-Contributory
Term Life $6.130
Accidental Death
and Dismemberment $1.086
Survivor Benefit Life $0.045 per $100 of
Employees Monthly
Benefits.
Contributory
Term Life 0.430 per $1,000 of
insurance
Accidental Death
and Dismemberment $0.044 per $1,000 of
insurance
Dependents Term Life
$1.203
Weekly Income Accident
and Sickness-Exempt $0.063 per $10.00 of
Weekly Benefit
Continued
BRANCH 72 - Disabled Lives
Applicable Coverage Monthly Rate per Employee
Non- Contributory Employee Insurance Dependents
Insurance
Term Life $0.245 per $1,000 of
insurance
Survivor Benefit Life $0.045 per $100 of
Employee Monthly
Benefit
BRANCH 315 - Retired Lives
Term Life (Contributory) $2.444 per $1,000 of
insurance
3. Effective December 31, 1988, the percent used to calculate the
additional premium under for 83500 APC 1004 will be 10%
4. With respect to the Non-Contributory Term Life, Survivor Benefit
Life, Dependent Term Life, accidental Death Dismemberment and
Weekly Income Accident and Sickness benefits provided for active
employees, the premium rates and percent used to calculate the
additional premium shown in 2. and 3. above will not be changed
prior to January 1, 1993, unless the number of employees insured
under the policy decreases to less than 80% of the number of
employees insured on December 31, 1988.
It is agreed that such change or changes shall form a part of the
Group Policy, but not unless both the Policy holder and the Insurance
Company have hereto affixed their respective signatures.
NORTHROP CORPORATION EMPLOYEE INSURANCE
BENEFIT PLANS MASTER TRUST PURSUANT TO
, 19 AN ASSIGNMENT BY NORTHROP CORPORATION
(Full or Corporate Name of Policyholder)
Witness By
(Signature and Title) Trustee
Woodland Hills, California THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
November 14, 1989
_______________________________________________
Assistant Secretary
ORD 23585 (6807a)
Group Policy No.: G-95609, G-91207, GH-91207, GM-91207, GZ-91207, G-
91555, G-91556, G-91660,
G-91665 and G-93551.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
A Mutual Life Insurance Company
(Herein Called The Insurance Company)
Rider To Be Attached To and Made A Part Of Group Policy Nos.: G-
95609, G-91207, GH-91207, GM-91207, GZ-91207, G-91556, G-91660, G-
91665 and G-93551.
The Insurance Company and the Policy holder, agree that, effective
December 31, 1988, the policy is amended by the addition of the
following provision:
SPECIAL RESERVE
The Insurance Company may maintain a special reserve to be applied by
it from time to time toward stabilizing experience under the Policy
with respect to the Non-Contributory Employee Term Life, the Non-
Contributory Employees Survivor Benefits Life Insurance, the non-
contributory Dependent Term Life Insurance, the Non-contributory
Employee Accidental Death and Dismemberment Insurance and the Non-
contributory Employee Weekly Income Accident and Sickness Insurance.
Such reserve shall be established from premiums paid under the Policy
and the amount of such reserve shall be determined by the Insurance
Company from time to time. Such reserve shall be credited with
interest at the end of each policy year, or in the event of
termination of the Policy, at the time of such termination. The
interest for the policy year or portion thereof, as the case may be,
shall be determined at the rate of not less than 5% per annum and on
the average amount of the reserve during the period with respect to
which the interest is being computed, except that after this Rider has
been in effect for a period extending from the effective date of this
Rider to the next policy anniversary and from time to time thereafter
the Insurance Company may change the rate to be used in the
computation of the interest on the reserve.
If at any time the Insurance Company shall determine that the amount
of the special reserve is then excess of that required, the Insurance
Company shall pay such excess to the Policy holder as a return of
premium.
Any return to the Policyholder of the balance of the special reserve,
or any portion thereof , in accordance with the provisions of this
Rider, shall be applied by the Policyholder solely for the benefit of
retired employees or active employees, or both.
The Insurance Company has caused this Rider to be executed this
fourteenth day of November, 1989.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Assistant Secretary
GC-4204
Group Policy No.: G-95609, G-91207, GH-91207, GI-91207, GM-91207, GZ-
91207, G-91555,
G-91556, G-91660, G-91665, G-93551, GD-93551, G-93558 and G-95305.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
A Mutual Life Insurance Company
(Herein Called The Insurance Company)
Rider To Be Attached To and Made A Part Of Group Policy Nos.: G-
95609, G-91207, GH-91207, GI-91207, GM-91207, GZ-91207, G-91555, G-
91556, G-91660, G-91665, G-93551, GD-93551, G-93558 and G-95305.
The Insurance Company and the Policy holder, agree that, effective
December 31, 1982, the policy is amended by the addition of the
following provision:
SPECIAL RESERVE
The Insurance Company may maintain a special reserve to be applied by
it from time to time toward stabilizing experience under the Policy.
Such reserve shall be established from premiums paid under the Policy,
and the amount of such reserve shall be determined by the Insurance
Company from time to time. Such reserve shall be credited with
interest at the end of each policy year, or in the event of
termination of the Policy, at the time of such termination. The
interest for the policy year or portion thereof, as the case may be,
shall be determined at the rate of not less than 5% per annum and on
the average amount of the reserve during the period with respect to
which the interest is being computed, except that after this Rider has
been in effect for a period extending from the effective date of this
Rider to the next policy anniversary and from time to time thereafter
the Insurance Company may change the rate to be used in the
computation of the interest on the reserve.
If at any time the Insurance Company shall determine that the amount
of the special reserve is then excess of that required, the Insurance
Company shall pay such excess to the Policy holder as a return of
premium.
In the event of termination of the Policy, any balance remaining in
the special reserve after final application of the reserve by the
Insurance Company in accordance with the above provisions shall be
paid to the Policyholder as a return of premium.
Any return to the Policyholder of the balance of the special reserve,
or any portion thereof , in accordance with the provisions of this
Rider, shall be applied by the Policyholder solely for the benefit of
retired employees or active employees, or both.
The Insurance Company has caused this Rider to be executed this
seventeenth day of December, 1982.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Vice President,
Group Insurance Underwriting
Accepted by:
NORTHROP CORPORATION
(Date) (Policyholder)
Witness
(Signature and Tittle)
GC-4204
Group Policy Nos. G-91207, GH-91207, GI-91207, GM-91207, GS-91207,
GZ-91207,
G-91555, G-91556, G-91609, G-91665, G-93551, GD-93551, G-93558, GO-
93558, G-95305, and G-95609.
Effective Date: August 1, 1984
RIDER FORM MADE A PART OF GROUP POLICIES
G-91207, GH-91207, GI-91207, GK-91207, GM-91207, GS-91207,
GZ-91207, G-91555, G-91556, G-91660, G-91665, G-93551,
GD-93551, G-93558, GO-93558, G-95305 and G-95609.
issued by
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Herein Called the Insurance Company)
It is hereby agreed that the group policies specified above,
collectively, shall be considered as a single group policy, No. GT-
91207, for the purpose of determining and crediting the portion, if
any, of divisible surplus of the Insurance Company accruing upon said
group policies.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Assistant Secretary
GC-3222
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
a mutual life insurance company
AMENDMENT TO GROUP POLICY NOS. G-6324, GH-91555,
G-91556, G-91660, G-91207, GO-91207, GH-91207, GZ-91207
G-93551, G-93558, GO-93558, G-93160, GH-91207 and GY-91207
(to be attached to and mad a part of each of the above numbered Group
Policies)
The Policyholder and the Insurance Company hereby agree as follows:
Effective June 1, 1974, the Group Policies are amended to provide
that any provisions of the Group Policies to the contrary
notwithstanding, an Employee who becomes covered for Term Life
Insurance within 31 days after his ceasing to be a covered
individual for Term Life Insurance under another Group Policy
issued to Northrop Corporation (or a subsidiary or affiliate of
Northrop Corporation), hereinafter referred to as Oprior Group
PolicyO, then, during said 31 day period, his amount of Term Life
Insurance under the Group Policy shall be reduced by the amount
of Term Life Insurance and the amount of any Survivor Benefits
Life Insurance (present value) which he is entitled to convert
under the provisions of said prior Group Policy.
It is agreed that such change or changes shall from a part of the
Policy, but not unless both the Policyholder and the Insurance Company
have hereto affixed their respective signatures.
AUGUST 12, 1974 NORTHROP CORPORATION
(Full or Corporate Name of
Policyholder)
Vice President
Industrial
Relations
Witness____________________________
By____________________________________
(Signature and Title)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Los Angeles, California
__________________________________, 1974 By
_______________________________
ORD 13455-A Ed 5-58 74-2-4355
Exhibit 10(j)
PROVIDENT
LIFE &
ACCIDENT
INSURANCE
COMPANY
(Herein
called the Provident)
_________________________________________________________________
_____________
Based on the request for this Policy (herein called the Plan)
made by
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067-2199
(herein called the Policyholder)
and based on the payment of the premium when due, the Provident
agrees to pay the benefits as provided on the following pages.
This Plan becomes effective at 12:01 A.M. Standard Time at the
Policyholder's Address on the Effective Date shown below. The
Plan will terminate at 12:00 Midnight on the Expiration Date
shown below or as shown in Section VII - Termination of the Plan.
All matter printed or written by the Provident on the following
pages forms a part of this Plan as if recited over the signatures
below.
This Plan is delivered in and, to the extent permitted by Federal
Law, is governed by the laws of the Jurisdiction shown below.
This Plan is subject to the Employee Retirement Income Security
Act of 1974 (ERISA). The general Plan information and a statement
of the Rights of Plan participants are found at the end of this
document.
In witness whereof the Provident has caused this Plan to be
executed at its Home Office in Chattanooga, Tennessee on March
10, 1995.
Secretary President and Chief
Executive Officer
Approved by Countersigned by
Vice President-Legislative and Industry Affairs
Licensed Resident Agent
GROUP POLICY NUMBER GTA-1561
EFFECTIVE DATE July 1, 1995
EXPIRATION DATE July 1, 1998
JURISDICTION California
COVERAGE PROVIDED Group Accident Insurance
NON-PARTICIPATING
GROUP POLICY
F-66503
A-1
TABLE OF CONTENTS
SECTION I SCHEDULE OF BENEFITS
SECTION II DEFINITIONS
SECTION III ELIGIBILITY AND TERMINATION OF COVERAGE
SECTION IV BENEFIT PROVISION
SECTION V CLAIM PAYMENTS
SECTION VI PREMIUMS
SECTION VII TERMINATION OF THE PLAN
SECTION VIII GENERAL PROVISIONS
SECTION IX ERISA STATEMENT OF RIGHTS AND
INFORMATION
F-66503
B-1
SECTION I - SCHEDULE OF BENEFITS
The following Employees are eligible for coverage:
Class Hazard Description of Class
I 17, 17T The Chairman of the Board.
20, 26, 28
II 17, 17T All full-time Employees, who
are Executive Classes 1, 2,
20, 26, 28 3 and 4, and who are:
(a) permanent resident aliens of the
United States of
America; or
(b) citizens of the United States of
America whether
employed within or without the
United States of
America.
III 17, 17T All full-time Employees, who
are Executive Class 5, and
20, 26, 28 who are:
(a) permanent resident aliens of the
United States of
America; or
(b) citizens of the United States of
America whether
employed within or without the
United States of
America.
IV 17, 17T All full-time Employees, who
are Executive Class 6, and
20, 26, 28 who are:
(a) permanent resident aliens of the
United States of
America; or
(b) citizens of the United States of
America whether
employed within or without the
United States of
America.
V 17, 17T All full-time Employees, not
included in Classes I, II, III or
20, 26, 28 VI, who are:
(a) permanent resident aliens of the
United States of
America; or
(b) citizens of the United States of
America whether
employed within or without the
United States of
America.
F-66503
C-1
SECTION I - SCHEDULE OF BENEFITS
ACCIDENTAL DEATH, DISMEMBERMENT AND PLEGIA INSURANCE
Class Principal Sum
I $1,000,000.
II An amount equal to six (6) times Base
Annual Earnings,
subject to a maximum of $1,000,000.
III An amount equal to four (4) times Base
Annual Earnings,
subject to a maximum of $1,000,000.
IV $100,000.
V $ 25,000.
Premium Calculation: A monthly premium of $0.0217 per $1,000
of Principal Sum.
SECTION II - DEFINITIONS
Injury - Accidental bodily injury which: (i) is direct and
independent of any other cause; and (ii) requires treatment by a
legally qualified physician or surgeon.
Exposure - Being exposed to the elements following the
disappearance, forced landing, stranding, sinking or wrecking of
a vehicle. Exposure will be deemed an accidental bodily injury.
Disappearance - Not finding the body within one year after the
disappearance, forced landing, stranding, sinking or wrecking of
a vehicle. Disappearance will be deemed loss of life.
Subsidiary - Any corporation wholly owned by Northrop Grumman
Corporation, or any corporation that Northrop Grumman Corporation
owns 50% or more of the outstanding voting stock, including the
wholly owned or 50% owned corporations of such corporations.
The Plan applies only to the Policyholder as constituted on the
Effective Date of the Plan. Coverage will be extended to
Employees of acquired companies or corporations, provided:
1. the Policyholder gives the Provident:
(i) the names of any newly acquired company or
corporation; and
(ii) all underwriting data required to enable the
Provident to determine
any additional premium due.
2. coverage for any newly acquired company or corporation
will begin on the date acquired and continue for 60
days;
F-66503
C-1, D-1
SECTION II - DEFINITIONS (continued)
3. coverage will end 60 days after the date a new company
or corporation is acquired if:
(i) all underwriting data is not furnished; or
(ii) any additional premium is not paid. The
Policyholder will remain liable for
payment of premiums for the period coverage was
available.
SECTION III - ELIGIBILITY AND TERMINATION OF COVERAGE
When Coverage Begins
If an Employee is in an eligible Class, he or she will be covered
when he or she has completed:
(a) a full day of Active Work on that date; or
(b) a full day of Active Work on his or her last regularly
scheduled work day.
If an Employee does not meet the requirements of (a) and (b)
above, the coverage will become effective on the date he or she
returns to Active Work.
Active Work means performing his or her regular duties for a full
work day for the Policyholder.
When Coverage Ends
An Employee's coverage will end the sooner of:
(a) the date the Plan ends;
(b) the date ending the period for which his or her last
contribution is made,
if he or she is required to pay a part of the cost of
the Plan; or
(c) the date he or she is no longer a member of an eligible
Class, subject to the
following:
(i) for an Approved Medical Leave, coverage may be
continued
for up to two years;
(ii) for an Approved Personal or Educational Leave,
coverage may
be continued for up to one month; or
(iii) for an Approved Family Leave, coverage may be
continued for
up to four months.
For coverage to continue during an Approved Leave, the
required contributions for
coverage under the Plan must continue to be made on the
behalf of the Employee.
Termination of coverage will not affect any claim for loss that
begins before termination.
F-66503
D-2, D-3
SECTION IV - BENEFIT PROVISION
Accidental Death, Dismemberment and Plegia Insurance
Benefit Provision
The Provident will pay a benefit for loss due to an Injury to an
Employee from a Hazard described on a following page as shown in
the table below. The loss must occur within 365 days after the
date of the accident. The Employee must be covered under the
Plan on the date of the accident.
The benefit is called the Principal Sum and it is shown in the
Schedule of Benefits.
The benefit for loss of life will be paid to the named
beneficiary. All other benefits will be
paid to the Employee.
Table of Losses
For Loss of:
Life.............................................................
......................... 100% of the Principal Sum
Both Hands or Both Feet or Sight of Both
Eyes................. 100% of the Principal Sum
One Hand and One
Foot...................................................... 100%
of the Principal Sum
Speech and Hearing of Both
Ears........................................ 100% of the
Principal Sum
Either Hand or Foot and Sight of One
Eye.......................... 100% of the Principal Sum
Quadriplegia.....................................................
.................... 100% of the Principal Sum
Speech or Hearing of Both
Ears............................................ 85% of the
Principal Sum
Either Hand or
Foot.............................................................
.. 75% of the Principal Sum
Paraplegia.......................................................
....................... 75% of the Principal Sum
Hemiplegia.......................................................
...................... 75% of the Principal Sum
Sight of One
Eye..............................................................
...... 60% of the Principal Sum
Hearing of One
Ear..............................................................
.. 25% of the Principal Sum
Thumb and Index Finger of Same
Hand................................ 25% of the Principal Sum
Maximum-All Losses-Any One
Accident.......................................... 100% of the
Principal Sum
Loss shall mean the:
(i) loss of a hand by total severance at or above the
wrist;
(ii) loss of a foot by total severance at or above the
ankle;
(iii) complete and total loss to the sight of an eye;
(iv) complete and total loss of speech;
(v) complete and total loss of hearing;
(vi) loss of thumb and index finger by total severance at or
above the knuckles;
(vii) total paralysis of both arms and legs for
Quadriplegia;
(viii) total paralysis of both legs for Paraplegia; or
(ix) total paralysis of the arm and leg on the same side of
the body for Hemiplegia.
Paralysis shall mean the total loss of the use of an arm or leg.
F-66503
E-3
SECTION IV - BENEFIT PROVISION
HAZARD 17
War Risk Accident Protection
Coverage applies only to a person who is in a Class to which this
Hazard applies.
Description of Hazards
Coverage will apply to an Injury sustained by an Employee when
caused by or resulting from declared or undeclared war or any act
thereof occurring anywhere in the world, excluding the Employee's
country of domicile or residence.
F-66503
F-17
SECTION IV - BENEFIT PROVISION
HAZARD 17T
Terrorism and Terrorist Acts Accident Protection
Coverage applies only to a person who is in a Class to which this
Hazard applies.
Description of Hazards
Coverage will apply to an Injury sustained by an Employee when
caused by or resulting from Terrorism or a Terrorist Act anywhere
in the world to the extent that coverage for such Terrorism or
Terrorist Act is not provided elsewhere under the Policy.
Definitions
The term "Terrorism" means the systematic use of violence by a
group or groups in order to intimidate or coerce a population of
government into granting the political demands of the group.
The term "Terrorist Act" means any act which is intended to cause
Injury or damage to persons or property carried out by an
individual or group who systematically use terror as a means of
intimidation or coercion.
F-66503
F-17T
SECTION IV - BENEFIT PROVISION
HAZARD 20
24-Hour All Risk Accident Protection - Business and Pleasure
Coverage applies only to a person who is in a Class to which this
Hazard applies.
Description of Hazards
Coverage will apply to an Injury sustained by an Employee
anywhere in the world.
Coverage will also apply to an Injury sustained by an Employee
while riding as a passenger, pilot, operator or member of the
crew in or on, boarding or alighting from, or by being struck or
run down by any aircraft piloted by a licensed pilot.
F-66503
F-20
SECTION IV- BENEFIT PROVISION
HAZARD 26
Private Passenger Automobile Seat Belt Accident Protection
Business and Pleasure
Coverage applies only to a person who is in a Class to which this
Hazard applies.
Description of Coverage
The Provident will pay an additional benefit of $5,000 for loss
of life due to Injury as described below.
Coverage will apply to an Injury sustained by an Employee while
operating or riding as a passenger in a private passenger
automobile provided the Employee was wearing a properly fastened
seat belt at the time of the accident.
Seat Belt means a properly installed seat belt, lap and shoulder
restraint, child restraint or other restraint approved the
National Highway Traffic Safety Administration.
No Benefit is payable if the Employee was under the influence of
alcohol or drugs.
Seat belt usage must be verified by:
(i) a doctor;
(ii) a coroner;
(iii) a police officer; or
(iv) any other person of competent authority.
F-66503
F-26
SECTION IV - BENEFIT PROVISION
HAZARD 28
Aircraft Sky-Jacking and Air Piracy Accident Protection
Business and Pleasure
Coverage applies only to a person who is in a Class to which this
Hazard applies.
Description of Hazards
Coverage will apply to an Injury sustained by an Employee
resulting from an aircraft "sky-jacking" or an act of "air
piracy" while riding as a passenger, pilot, operator or member of
the crew, in or on, boarding or alighting from any aircraft.
Definition
The term "sky-jacking" and "air piracy" means any illegal, non-
governmental, forceful commandeering of an aircraft.
F-66503
F-28
SECTION IV - BENEFIT PROVISION
Beneficiary
An Employee may name anyone as his or her beneficiary. The
Employee must file the name or names on a form approved by the
Provident.
An Employee may change his or her beneficiary at any time by
giving notice in writing. The effective date of the change is
the date the request is signed. However, the Provident is not
liable for any amount paid before the request is received.
If an Employee names more than one beneficiary, they will share
equally unless he or she provides otherwise.
If a beneficiary dies before an Employee, his or her share will
be paid equally to the surviving beneficiaries, unless the
Employee states otherwise. Any amount for which a beneficiary is
not named will be paid to the Employee's estate.
General Exclusions
Benefits are not paid for any loss caused by or resulting from:
(a) suicide or self-inflicted Injury, whether sane or not (in
Missouri, while sane);
(b) bacterial infections, except those which occur with a cut or
wound at the time of the accident;
(c) any kind of disease;
(d) medical or surgical treatment (except surgical treatment
required by the accident);
(e) war or any act of war;
(f) Injury sustained while in any of the armed forces (land, sea
or air) of any country or international authority except
while on temporary domestic National Guard or Reserve
duty for less than 30 days; or
(g) Injury sustained while an Employee is riding in, boarding or
alighting from an aircraft
other than as provided under a Hazard described on a
preceding page.
SECTION V - CLAIM PAYMENTS
Notice of Claim
Written notice of a claim must be given within 20 days after the
loss, or as soon as possible. The notice must be given to the
Provident or an authorized agent with information identifying the
Employee.
Claim Forms
When a notice of claim is received, the Provident will provide
claim forms for the filing of proofs of loss. If such forms are
not sent within 15 days, an Employee will have met the proof of
loss requirement if he or she gives the Provident a written
statement of the nature and extent of the loss within the time
fixed in this Plan.
Proofs of Loss
Written proof must be given to the Provident within 90 days after
the date of loss. However, a claim will still be considered if
it was not possible to furnish proof within this time and the
proof was furnished as soon as possible. Except in the absence
of legal capacity, in no event will a loss be considered if proof
for that loss is furnished more than 2 years after the date the
loss was incurred.
F-66503
G-1,H-1
SECTION V - CLAIM PAYMENTS (continued)
Time of Payment of Claims
All benefits provided by the Plan will be paid upon receipt of
proof of loss.
Payment of Claims
Any benefits paid for loss of life will be paid as follows:
(1) to the beneficiary or beneficiaries designated in writing by
the Employee, otherwise;
(2) to the beneficiary or beneficiaries designated in writing by
the Employee under the Group Life Insurance policy issued
to the Policyholder, otherwise;
(3) to the Employee's widow or widower, if surviving the covered
person, otherwise;
(4) to the Employee's surviving child or children, in equal
shares, otherwise;
(5) to the Employee's parents in equal shares, or the surviving
parent, otherwise;
(6) to the Employee's surviving brothers and sisters in equal
shares, or the survivors of them, otherwise; or
(7) to the Employee's estate.
Physical Examination and Autopsy
The Provident will have the right to examine any person as often
as it may require and to perform an autopsy where not forbidden
by law. This will be at the expense of the Provident.
Legal Actions
No action may be brought to recover under the Plan until 60 days
after proof of loss has been given. No action can be brought
after 3 years from the date written proof of loss was required to
be furnished.
SECTION VI - PREMIUMS
Premium Payments
The first premium for coverage under the Plan is due on the
effective date. After that, premiums are due as shown under
Premium Calculation - Schedule of Benefits.
Premiums can be paid to the Provident's Home Office, or to an
authorized agent of the Provident. Each premium paid continues
the Plan in force until the Expiration date, except as shown
under Grace Period.
When asked, the Provident will consider changing the way in which
premium payments are made.
Grace Period
A period of 31 days, without interest, is allowed for paying any
premium other than the first one. The Plan will remain in force
during the Grace Period, unless the Provident has been advised in
writing that the Plan is to cease prior to the end of the Grace
Period. If any premium is not paid before the Grace Period ends,
the Plan will cease. However, the Policyholder will be liable
for all premiums not paid. In addition, a pro rata premium will
be due for the time the Plan was in force during the Grace
Period.
F-66503
H-1,J-1
SECTION VII - TERMINATION OF THE PLAN
The Plan will cease if the Policyholder fails to pay the premium
before the end of the Grace Period.
After the end of the first Plan year, the Provident or the
Policyholder has the right to cancel the Plan on the day prior to
the date any premium is due by giving 31 days written notice.
SECTION VIII - GENERAL PROVISIONS
Entire Contract
The entire contract consists of:
(1) the Plan; and
(2) the Attached Amendments and request, if any.
All statements made by the Policyholder or by the Employees are
true and complete to the best of the knowledge and belief of the
persons making them. No statement will be used in any contest
unless:
(a) the statement is in writing; and
(b) a copy of the statement is given to the Employee or to his
or her beneficiary.
Agreements
All agreements made by the Provident must be signed by an
executive officer. No agent may modify or waive any of the terms
of the Plan. An endorsement or amendment changing this Plan must
be signed by an executive officer of the Provident.
Incontestability
There will be no contest of the Plan, except for failure to pay
the premium, after it has been in force for 2 years from its date
of issue. There will be no contest of an Employee's coverage
after it has been in force, during the lifetime of the Employee,
for 2 years from the date of coverage.
Data Required
The Policyholder will furnish all information and proofs which
the Provident may reasonably require with regard to the Plan.
Clerical Error
Clerical error by the Policyholder will not end coverage or
continue terminated coverage. In the event of such clerical
error, a premium adjustment will be made. However, such
adjustment will not be made beyond the preceding renewal date of
the Plan.
Individual Certificates
The Provident, if required by law, will give the Policyholder a
certificate for each Employee. The certificate will set forth:
(1) the Employee's coverage;
(2) to whom benefits will be paid; and
(3) the rights and privileges under the Plan.
F-66503
J-1,K-1,L-1
SECTION IX - THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
(ERISA)
STATEMENT OF RIGHTS AND INFORMATION
HOW TO FILE A CLAIM
If you should suffer a loss covered by the Policy, either you or
your beneficiary should contact the plan administrator to obtain
claim forms. Read the instructions on these forms carefully and
be sure that all the questions are answered. Remember to include
any required attachments when you return the completed forms.
After your claim has been processed you will be notified in
writing if any additional information is required or if any
benefits are denied in whole or in part.
YOUR RIGHT TO APPEAL
If you have any questions about a claim payment, call or write
the plan administrator. If your claim has been denied in whole
or in part and you do not agree, you should write, within 60
days, to the claim office which advised you of the denial. Be
sure you state why you believe the claim should not have been
denied, and submit any data you think is appropriate. Your
appeal will be reviewed by the office that processed your claim.
Any appeal that cannot be resolved by that office will be
forwarded to the insurance company's home office for review and
final decision. The party hearing the appeal has the
discretionary authority to interpret the Plan and the Policy and
to determine eligibility for benefits. You will be notified of
the final decision within 60 days after the date of your appeal
unless there are special circumstances in which case you will be
notified within 120 days.
NAME OF PLAN
Group Accident Plan for Employees of Northrop Grumman
Corporation.
PLAN ADMINISTRATOR
Employee Welfare Benefits Committee
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067-2199
(310) 553-6262
PLAN IDENTIFICATION
Employer Identification No. 95-1055798
Plan No. 501
TYPE OF ADMINISTRATION
Contract administration. All benefits provided by Group Policy
Number GTA-1561 issued to the Plan sponsor by Provident Life &
Accident Insurance Company. You may inspect this Policy and the
annual report filed with the U.S. Department of Labor at the
Corporate Office of Northrop Grumman Corporation.
FUNDING
All payments to support the Plan are made by Northrop Grumman
Corporation.
END OF BENEFIT PLAN YEAR
June 30th.
END OF ERISA PLAN YEAR
December 31st.
DESIGNATED AGENT FOR SERVICE OF LEGAL PROCESS
Legal process may be made upon the plan administrator at the
address above.
F-66503
ERISA-1
YOUR ERISA RIGHTS
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 plan participants shall
be entitled to:
1) Examine, without charge, at the plan administrator's
office, 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.
2) Obtain copies of all plan documents and other plan
information upon written request to the
administrator. The administrator may make a reasonable charge
for the copies.
3) Receive a summary of the plan's annual financial
report. 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 this 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 the 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 welfare benefit is denied in whole or in part,
you must receive a written explanation of the reason for the
denial. You have the right to have your plan reviewed and
reconsider your claim.
Under 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 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 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.
The right is reserved in the Plan for the Plan Sponsor to
terminate, suspend, withdraw, amend or modify the Plan, covering
any active employee, or current retiree or future retiree, in
whole or in part at any time. Any such change or termination in
benefits (i) will be based solely on the decision of the Plan
Sponsor and (ii) may apply to all active employees, current
retirees or future retirees, as either separate groups or as one
group. This is subject to the applicable provisions of the Plan.
If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest office of the
U.S. Labor-Management Services Administration, Department of
Labor.
F-66503
ERISA-2
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
Exhibit 10(L)
Key Executive Medical Plan Benefit Summary
The Key Executive Medical Plan provides up to 100% cost
reimbursement for designated procedures with a lifetime
maximum up to $1,000,000.
Exhibit 10(m)
DELTA DENTAL PLAN
(A Not-for Profit Corporation Incorporated in California
and a Member of the Delta Dental Plans Association)
Home Office: P.O. Box 7736, San Francisco, California 94
120
(Herein referred to as "Delta")
Group Numbers 5134 and 5135
IN CONSIDERATION of the application made by NORTHROP
GRUMMAN CORPORATION, referred to in this Contract as
"Northrop Grumman Corporation" and IN CONSIDERATION of
payment by Northrop Grumman Corporation as stated in
Article 3, Delta agrees to administer the Benefits in
Article 4 below for a period of three (3) years,
beginning at 12:01 a.m., Standard Time, on July 1, 1995,
and from year to year thereafter, unless this Contract
is terminated in accordance with Article 9.
The following documents are attached to this Contract
and made a part hereof:
Appendix A Benefits
Appendix B Dental Procedure Numbers
Appendix C Orthodontic Benefits Rider
This Contract contains the following Articles:
Article 1 Definitions
Article 2 Eligibility
Article 3 Payments
Article 4 Benefits Provided; Limitations and
Exclusions
Article 5 Deductibles & Maximum Amounts
Article 6 Coordination of Benefits
Article 7 Conditions Under Which Delta Will
Provide Benefits
Article 8 Other Delta Obligations
Article 9 Termination and Renewal
Article 10 Continued Coverage Option
Article 11 General Provisions
ARTICLE -- 1 DEFINITIONS
These terms, when used in this Contract, mean the
following:
1.1 "Attending Dentist's Statement" is the
form completed by the Dentist to request
Delta's payment for dental services or
predetermination for proposed dental
treatment.
1.2 "Benefits" means those dental services
which are available under the terms of this
Contract as set out in Article 4.
1.3 "Contract" means this agreement between
Delta and Northrop Grumman Corporation
including the attached appendices. This
Contract is the entire Contract between the
parties.
1.4 "Contract Term" means the period
beginning on July 1, 1995 and ending on June
30, 1996, and each subsequent yearly period
during which this Contract remains in effect.
1.5 "Dentist" means a duly licensed Dentist
legally entitled to practice dentistry when
and where services are provided.
1.6 "Eligible Dependent" means any of an
employee's dependents who is eligible for
Benefits under Article 2 of this Contract.
1.7 "Eligible Employee" means any employee
who is eligible for Benefits under Article 2
of this Contract.
1.8 "Eligible Person" means an employee or a
dependent who is eligible for Benefits under
Article 2 of this Contract, or a person
ceasing to meet such conditions who chooses
continued coverage as set out in Article 10,
and for whom Delta receives the appropriate
monthly payment set out in Article 3.
1.9 "Eligibility Date" means the date an
employee's eligibility for Benefits becomes
effective under the terms of this Contract.
1.10 "Fee Actually Charged" means the fee for
a particular dental service or procedure which
a Dentist submits to Delta on an Attending
Dentist's Statement, less any portion of such
fee which is discounted, waived, or rebated,
or which the Dentist does not use good faith
efforts to collect.
1.11 "Participating Dentist" means a Dentist
who has signed an agreement with Delta,
agreeing to provide services under the terms
and conditions established by Delta.
1.12 "Participating Plan" means Delta and any
other member of the Delta Dental Plans
Association with which Delta contracts to
assist it in administering the Benefits
described in this Contract.
1.13 "Patient Copayment" means the portion of
the Dentist's fees or allowances charged for
Benefits which is the Eligible Person's
responsibility.
1.14 "Prevailing Fee" is the fee for a Single
Procedure which satisfies the majority of
Dentists in California, as determined by Delta
based upon confidential fee listings accepted
by Delta from Participating Dentists.
1.15 "Procedure Numbers" means the Procedure
Numbers shown on Appendix B.
1.16 "Single Procedure" means a dental
procedure listed in Appendix B to which Delta
has assigned a separate Procedure Number,
e.g., a three-surface amalgam restoration of a
single permanent tooth (Procedure 02160) or a
complete upper denture, including adjustments
for a six month period following installation
(Procedure 05110).
1.17 For a Dentist who has signed a
Participating Dentist Agreement with Delta,
his or her "Usual, Customary, and Reasonable
Fee" for any Single Procedure is the fee which
the Dentist has filed with Delta and which
Delta has accepted. For these Dentists, the
words "Usual, Customary and Reasonable" mean
the following:
USUAL -- A usual fee is the amount which
a Dentist regularly charges and receives for a
given service. If the Dentist charges more
than one fee for a given service, the "Usual"
fee for that service is the lowest fee which
the Dentist regularly charges or offers to
patients.
CUSTOMARY -- A fee is customary when it
is within the range of usual fees charged and
received for a particular service by Dentists
of similar training in the same geographic
area which Delta determines is statistically
relevant.
REASONABLE -- A fee is reasonable if it
is "usual" and "customary", or if Delta agrees
that a fee that falls above customary is
justified by a superior level of care or by
the extraordinary circumstances of the case in
question.
1.18 However, when a nonparticipating Dentist
provides services to an Eligible Person, his
or her "Usual, Customary, and Reasonable" fee
is presumed to be the "Prevailing Fee" for
that procedure.
ARTICLE 2 -- ELIGIBILITY
2.1 All present and future regular Eligible Employees
of Key Executive Group and Supplemental Executive
Plan are eligible for this program. Key Executive
Group shall be in Group #5134. Supplemental
Executive Plan shall be in Group #5135.
2.2 Enrollment for Eligible Employees and their
enrolled dependents will be effective beginning on
July 1, 1995.
2.3 If both husband and wife are eligible, dependent
children may qualify to be enrolled as the Eligible
Dependents of only one of such Eligible Employees.
2.4 Eligible Employees who elect family medical
coverage may only elect family dental coverage.
Eligible Employees who elect single medical
coverage may only elect single dental coverage.
2.5 Eligible Dependents are the employee's legal spouse
and unmarried dependent children from birth to
age 19, or to age 25 if enrolled as full-time
students in an accredited school, college, or
university. Children include step-children,
adopted children, children placed for adoption and
foster children, provided they depend upon the
employee for support and maintenance. The
dependents of Eligible Employees become Eligible
Dependents on the same date that the employee of
whom they are a dependent becomes an Eligible
Employee. Later-acquired dependents become
Eligible Dependents as soon as they acquire
dependent status.
2.6 An unmarried child, 19 years old or older, may
continue to be an Eligible Dependent even though
not enrolled as a full-time student if they are
incapable of self-support because of physical
handicap or mental incapacity if that handicap or
incapacity began before they reached age 19 and if
they are chiefly dependent upon the Eligible
Employee for support and maintenance. Proof of
such handicap or incapacity and dependency must be
submitted within thirty-one (31) days after request
for such proof from either Northrop Grumman
Corporation or Delta, and subsequently as may be
required by either Northrop Grumman Corporation or
Delta. Neither Delta nor Northrop Grumman
Corporation will request such proof more frequently
than annually after the child in question has
reached age 21.
2.7 Dependents in military service are not eligible.
2.8 Every employee and dependent meeting the preceding
conditions of eligibility is an Eligible Person.
However, Delta will not provide Benefits for any
employee or his or her dependents unless (1) the
employee is included on the list of Eligible
Employees submitted as required by this Article (or
any revision or correction of such a list), and
(2) the appropriate monthly payment is made as
required by Article 3 of this Contract, for the
months in which Delta provides covered dental
services.
2.9 Northrop Grumman Corporation agrees to enroll all
of its "Eligible Persons" in this program. All
employees of Northrop Grumman Corporation meeting
the eligibility requirements of this Article are
"Eligible Employees" under this program unless
Northrop Grumman Corporation offers one or more
alternate programs of dental coverage. In that
event, Eligible Employees will continue to be
eligible under this program unless they file a
choice card with Northrop Grumman Corporation
electing an alternate program during an open
enrollment period agreed upon between Delta and
Northrop Grumman Corporation. Northrop Grumman
Corporation agrees to bear the entire expense of
Dues payments for employees who continue to be
Eligible Persons under this program.
2.10 On or prior to the first day of every month,
commencing on July 1, 1995, Northrop Grumman
Corporation will compile and furnish Delta with a
list of all Eligible Employees, showing their
federally-assigned Social Security numbers, the
dates of hire, and, if applicable, the location
code. Northrop Grumman Corporation also agrees to
include in the list all persons electing continued
coverage under Article 10, showing their federally-
assigned Social Security numbers and dates of
election.
2.11 Northrop Grumman Corporation will offer continued
coverage to employees who are laid off from work.
These employees will have coverage until the end of
the month plus sixty (60) days. These employees
will be terminated and a weekly report will be
issued listing who are eligible and their
reinstatement date and new termination date after
sixty (60) days. This is only for employees who do
not have other group medical coverage. Therefore,
not all terminated and/or laid off employees would
be eligible. Employees on a medical leave will
continue coverage for two (2) years provided they
pay any required payroll deductions. Employees on
personal or educational leave can continue coverage
for one (1) month. Employees on family leave can
continue coverage for four (4) months. Employees
on military leave for six (6) months or less can
continue coverage. If the employee is called to
active military duty, the dental coverage will
stop, but the dependent coverage continues for
twelve (12) months, provided the employees pays for
any required payroll deductions.
2.12 An employee's eligibility ends on the day full-time
service ends, unless they choose to continue
coverage under Article 10. A dependent's
eligibility ends along with the Eligible
Employee's, or sooner if the dependent loses his or
her dependent status, unless continued coverage is
chosen in a timely fashion by or on behalf of the
dependent(s) under Article 10. Eligibility for
such continued coverage will continue for the
period required by the Option. In any event,
eligibility ends immediately when this Contract
ends.
2.13 Northrop Grumman Corporation agrees to permit
Delta, by its auditors or other authorized
representatives, on reasonable advance written
notice, to inspect Northrop Grumman Corporation's
records in order to verify the accuracy of lists of
Eligible Employees prepared by Northrop Grumman
Corporation and submitted to Delta and to verify
Northrop Grumman Corporation's compliance with
Article 3 of this Contract.
ARTICLE 3 -- DUES PAYMENTS
3.1 Northrop Grumman Corporation agrees to pay the
following monthly Dues to Delta, at the address
shown on the first page of this Contract, for all
of Northrop Grumman Corporation's employees and
their dependents who are enrolled "Eligible
Persons" as set forth in Article 2 of this
Contract:
Effective July 1, 1995 through December 31, 1995
for Group #5134:
$86.17 for each Eligible Employee.
Effective July 1, 1995 through December 31, 1995
for Group #5135:
$18.90 for each employee with no dependents; $41.19
for each employee with one or more dependents.
Effective January 1, 1996 through June 30, 1997 for
Group #5134:
$93.61 for each Eligible Employee.
Delta shall use the plus stabilization to subsidize
the sum of $7.79 for each Eligible Employee for a
total rate of $101.40 for each Eligible Employee.
Effective January 1, 1996 through June 30, 1997 for
Group #5135:
$20.53 for each employee with no dependents; $44.75
for each employee with one or more dependents.
Delta shall use the plus stabilization to subsidize
the sum of $1.71 for each employee with no
dependents for a total rate of $22.24 for each
employee with no dependents; the sum of $3.72 for
each employee with one or more dependents for a
total rate of $48.47 for each employee with one or
more dependents.
Northrop Grumman Corporation agrees to bear the
cost of such Dues without withholding or otherwise
charging Eligible Employees for their coverage.
3.2 The Dues for each person electing continued
coverage under the Continued Coverage Option in
Article 10 for himself or herself only will be the
same as for a single Eligible Employee. The Dues
for a person who also elects continued coverage for
his or her dependents will be the same as for an
Eligible Employee with the same number of
dependents. Northrop Grumman Corporation may
charge persons choosing coverage under Article 10
such amounts as are permitted by law.
3.3 In addition to the amounts, if any, which Delta
withholds from payments to Dentists as provided in
Delta Participating Dentists Rules, Northrop
Grumman Corporation authorizes Delta to deduct from
each of its monthly payments to Delta 8.22% as
compensation for Delta's administration of this
dental program.
3.4 After the end of each Contract Term, the excess, if
any, of the total monthly Dues paid by Northrop
Grumman Corporation since July 1, 1995 over the
amounts paid or otherwise discharged by Delta for
Benefits since that date (plus the compensation for
administration deducted under the preceding
paragraph), less a reasonable reserve for incurred
but unreported obligations, shall be held in the
experience stabilization fund, will be relected in
the calculation of the renewal rate for succeeding
Contract Terms and/or may be used to offset the
additional cost of increased Benefits for
succeeding Contract Terms. In no event, however,
shall this excess or any part of it be returned to
Northrop Grumman Corporation in a cash transaction
and any such excess remaining upon termination of
the program shall remain with Delta.
3.5 This Contract is not in effect until Delta receives
the Initial Dues from Northrop Grumman Corporation.
Northrop Grumman Corporation agrees to pay
subsequent Dues to Delta on or before the
tenth (10th) day of each month thereafter.
3.6 If this Contract terminates for any reason,
Northrop Grumman Corporation agrees to pay all Dues
earned by Delta but unpaid by Northrop Grumman
Corporation.
3.7 Except as provided in the next paragraph, an
agreement between Delta and Northrop Grumman
Corporation is required to change Northrop Grumman
Corporation Dues rate during a Contract Term.
3.8 During a Contract Term, if any government agency
imposes any new tax on Delta based on the amount of
Dues payable or the number of persons covered under
this Contract, or if the rate of any existing tax
on the amount of Dues or the number of persons
covered under this Contract increases, the Dues
stated in this Article will increase by the amount
of any such new or increased tax(es).
3.9 If Delta or Northrop Grumman Corporation discover
clerical errors or delays regarding eligibility
data, Dues and eligibility will be adjusted for all
affected months of the current Contract Term.
ARTICLE 4 -- BENEFITS PROVIDED; LIMITATIONS AND
EXCLUSIONS
4.1 Subject to the limitations and exclusions set forth
below, the following services are Benefits when
they are provided by a Dentist and when they are
necessary and customary as determined by the
standards of generally accepted dental practice.
4.2 DIAGNOSTIC AND PREVENTIVE BENEFITS. Delta agrees
to satisfy the applicable percentage shown in
Appendix A of the Dentist's Usual, Customary, and
Reasonable fees or of the Fees Actually Charged,
whichever is less, for the following Diagnostic and
Preventive Benefits:
Diagnostic - oral examinations
x-rays
diagnostic casts
biopsy/tissue
examination
emergency palliative
treatment
specialist
consultation
Preventive - Cleaning
(prophylaxis)
topical application
of fluoride solution
space maintainers
4.3 BASIC BENEFITS. Delta agrees to satisfy the
applicable percentage shown in Appendix A of the
Dentist's Usual, Customary, and Reasonable fees or
of the Fees Actually Charged, whichever is less,
for the following Basic Benefits:
Oral Surgery - extractions
and certain other surgical
procedures, including
preoperative and postoperative
care
Restorative - amalgam,
synthetic porcelain and plastic
restorations (fillings) for
treatment of carious lesions
(visible destruction of hard
tooth structure resulting from
the process of tooth decay)
Endodontic - treatment
of the tooth pulp
Periodontic - treatment
of gums and bones supporting
teeth
Sealants - topically-
applied acrylic, plastic, or
composite material used to seal
developmental grooves and pits
in teeth for the purpose of
preventing dental decay
4.4 LIMITATION ON BASIC BENEFITS:
Procedures for removal of stitches or post-
operative examination are not provided.
4.5 CROWNS, JACKETS, INLAYS, ONLAYS, AND CAST
RESTORATIONS. Delta agrees to satisfy the
applicable percentage shown on Appendix A of the
Dentist's Usual, Customary, and Reasonable fees or
of the Fees Actually Charged, whichever is less,
for the following Crowns, Jackets, Inlays, Onlays,
and Cast Restorations Benefits:
Crowns, Jackets, Inlays, Onlays, and Cast
Restorations for treatment of carious lesions
(visible destruction of hard tooth structure
resulting from the process of dental decay) which
cannot be restored with amalgam, synthetic
porcelain, or plastic restorations.
4.6 PROSTHODONTIC BENEFITS. Delta agrees to satisfy
the applicable percentage shown on Appendix A of
the Dentist's Usual, Customary, and Reasonable fees
or of the Fees Actually Charged, whichever is less,
for the following Prosthodontic Benefits:
Procedures for construction or repair of fixed
bridges, partial or complete dentures.
4.7 LIMITATIONS ON PROSTHODONTIC BENEFITS:
Applicable only to dependents of Executive
employees:
A patient shall be eligible for the replacement of
prosthodontic appliances only following such
patient's continuous enrollment under this Contract
for a period of twelve (12) months. This waiting
period shall be waived for patients who have
satisfied the waiting period under the previous
dental plan.
4.8 ORTHODONTIC BENEFITS. Delta agrees to provide
Orthodontic Benefits in accordance with the
Orthodontic Benefit Rider attached hereto as
Appendix C.
4.9 EXCLUSIONS: The following services are not
Benefits:
(a) Services for injuries or conditions which
are covered under Workers' Compensation or
Employer's Liability Laws.
(b) Services which are provided to the
Eligible Person by any Federal or State
Government Agency or are provided without cost
to the Eligible Person by any municipality,
county or other political subdivision, except
as provided in California Health and Safety
Code Section 1373(a).
(c) Treatment by someone other than a Dentist
or physician, except where performed by a duly
qualified technician under the direction of a
Dentist or physician.
(d) Services or supplies with respect to
cosmetic surgery or dentistry for purely
cosmetic reasons.
(e) Training in or supplies used for dietary
counseling, oral hygiene or plaque control.
(f) Procedures, restorations, and appliances
to increase vertical dimension or to restore
occlusion.
(g) Services and supplies in connection with
injury caused by war whether declared or not,
or by international armed conflict.
(h) Services and supplies furnished in a U.S.
Government hospital; which the person would
not be required to pay if there were no dental
program.
(i) Benefits to which a dependent is entitled
as an employee or former employee of Northrop
Grumman Corporation.
(j) Prosthetic services or any Single
Procedure started prior to the date the person
became eligible for such services under this
program.
(k) Specialized techniques involving
precision attachments, personalization or
characterization and additional charges for
adjustments within 6 months for installation
of prosthetic appliances.
(l) Orthodontic services (treatment of
malalignment of teeth and/or jaws), except
those services provided in accordance with the
Orthodontic Benefit Rider attached hereto as
Appendix C.
4.10 An agreement between Northrop Grumman Corporation
and Delta is required to change Benefits during a
Contract Term.
ARTICLE 5 -- DEDUCTIBLES & MAXIMUM AMOUNTS
5.1 Each Eligible Person must satisfy the amount as
shown in Appendix A ("deductible amount") of fees
for services which are Benefits received by an
Eligible Person during the term of this Contract
and otherwise covered by this Contract. Such
deductible amount will not exceed the amount as
shown in Appendix A for all Eligible Persons in a
single family, consisting of an Eligible Employee
and their Eligible Dependents, as defined. Delta
will compute these fees based on the Dentist's
Usual, Customary, and Reasonable fees.
5.2 Such deductible amounts shall apply once each plan
year (July 1 - June 30) or portion thereof during
which the patient is continuously eligible under
the Contract.
5.3 Eligible husband and wife both covered as Eligible
Employees of Northrop Grumman Corporation will be
allowed to satisfy the deductible as a combined
deductible.
5.4 The maximum amount Delta will pay for Diagnostic
and Preventive, Basic, Crowns, Jackets, Inlays,
Onlays, and Cast Restorations and Prosthodontic
Benefits provided to any one person in any plan
year (July 1 - June 30) shall be the amount shown
in Appendix A.
ARTICLE 6 -- COORDINATION OF BENEFITS:
6.1 If a group insurance policy or any other group
health benefits program, including another Delta
program, entitles a person to receive or be
reimbursed for the cost of dental services which
are also Benefits under this program, and if this
program is "primary" under the rules described
below, Delta will provide Benefits as if the other
program did not exist. If the other program is
"primary" under these rules, then Delta will
provide Benefits under this program only to the
extent that the other program does not fully
provide the dental services.
6.2 If the other program mainly covers services or
expenses other than dental care, this program is
"primary". Otherwise, Delta will use the following
rules to determine which program is "primary":
(a) The program which covers the person as
other than a dependent is primary over the
program which covers the person as a
dependent, with the following exception:
If the person is also a
Medicare Beneficiary and Medicare is:
(i) secondary
to the program covering the
person as a dependent; and
(ii) primary to
the program covering the person
as other than a dependent (for
example, a retired employee),
then the Benefits of the
program covering the person as a
dependent are determined before the
Benefits of the program covering the
person as other than a dependent.
(b) The program which covers a child as a
dependent of a parent whose birthday occurs
earlier in a calendar year is primary over the
program which covers a child as a dependent of
a parent whose birthday occurs later in a
calendar year (except for a dependent child
whose parents are separated or divorced as
described in (c) below).
(c) In the case of a dependent child whose
parents are legally separated or divorced:
(i) If the parent with
custody has not remarried, the
program which covers the child as a
dependent of the parent with custody
is primary over the program which
covers the child as a dependent of
the parent without custody.
(ii) If the parent with
custody has remarried, the program
which covers the child as a
dependent of the parent with custody
is primary over the program which
covers the child as a dependent of
the step-parent, and the program
which covers the child as a
dependent of the step-parent is
primary over the policy or program
which covers the child as a
dependent of the parent without
custody.
(iii) If there is a court
decree that establishes financial
responsibility for dental services
which are Benefits under this
program, then notwithstanding (i)
and (ii), the program which covers
the child as a dependent of the
parent with such financial
responsibility is primary over any
other program which covers the
child.
6.3 The Benefits of a program covering a laid-off or
retired employee (or dependent of such person)
shall be determined after the Benefits of any other
program covering such person as an employee.
6.4 If a person whose coverage is provided under
federal or state law requiring continuation is
covered under more than one program, Benefit order
shall be determined as follows:
(a) The Benefits of the program
covering the person as an employee or
dependent shall be primary.
(b) The Benefits under continuation
coverage shall be secondary.
6.5 If the primary program cannot be determined by the
rules described in this Article 6, the program
which has covered the person longer shall be
primary.
6.6 An Eligible Person will provide Delta with any
information about the person that is needed to
administer this Article, and Delta may release any
information to or obtain any information from any
insurance company or other organization in order to
coordinate the Benefits of an Eligible Person.
Delta in its sole discretion will determine whether
any reimbursement is warranted to an insurance
company or other organization under this provision,
and it is agreed that any such reimbursement paid
by Delta will be Benefits under this Contract.
Delta has the right to recover the value of any
Benefits provided by Delta which exceed its
obligations under the terms of this provision from
a Participating Dentist, Eligible Person, insurance
company or other organization, as Delta chooses.
ARTICLE 7 -- CONDITIONS UNDER WHICH DELTA WILL PROVIDE
BENEFITS
7.1 Benefits, unless otherwise provided in Article 4,
are available from the Eligibility Date of an
Eligible Person.
7.2 An Eligible Person may choose the services of any
licensed Dentist, but neither Delta nor Northrop
Grumman Corporation guarantees the availability of
any particular Dentist.
7.3 Before Delta is obligated to approve and/or satisfy
any claims under this Contract, Delta is entitled
to receive, to such extent as is lawful, such
information and records relating to attendance to
or examination of or treatment provided to an
Eligible Person from any attending or examining
Dentist, or from hospitals in which a Dentist's
care is provided, as may be required in the
administration of such claims, or to require that
an Eligible Person be examined by a dental
consultant retained by Delta in or near his or her
community or residence. Delta agrees in every case
to hold such information and records as
confidential.
7.4 The amounts payable by Delta with respect to
services provided by a Dentist who is not a
Participating Dentist shall not exceed the
applicable percentage herein specified of the fees
charged, or of the Prevailing Fee, whichever is
less.
7.5 Delta will pay a Participating Dentist directly for
services provided by that Dentist. CONTRACTS
BETWEEN DELTA AND ITS PARTICIPATING DENTISTS
PROVIDE THAT, IN THE EVENT DELTA FAILS TO PAY THE
DENTIST, THE ELIGIBLE PERSON WILL NOT OWE THE
DENTIST FOR ANY SUMS OWED BY DELTA.
7.6 Delta will pay an Eligible Person directly for
services provided by a Dentist who is not a
Participating Dentist, and those payments are not
assignable. IN THE EVENT DELTA FAILS TO PAY THE
DENTIST WHO HAS NOT CONTRACTED WITH DELTA AS A
PARTICIPATING DENTIST, THE ELIGIBLE PERSON MAY BE
LIABLE TO THE DENTIST FOR THE COST OF SERVICE.
7.7 Delta is not obligated to pay claims submitted more
than six (6) months after the date the service was
provided. If a claim is denied because a
Participating Dentist failed to make timely
submission, the Eligible Person does not owe that
Dentist the amount which would have been payable by
Delta, provided that the Eligible Person advised
the Dentist of his or her eligibility for Benefits
at the time of treatment.
7.8 Delta, with the assistance of Participating Plans,
will give each Participating Dentist, and any other
Dentist or Eligible Person on request, a standard
form to make a claim for payment for services
covered by this Contract. In order to make a claim
for payment, such form, completed by the Dentist
who provided the services and by the Eligible
Person (or the patient's parent or guardian if such
patient is a minor) must be submitted to Delta at
the address on the form.
7.9 Delta agrees to notify the Eligible Person if any
services submitted on a claim under the preceding
paragraph are denied coverage as Benefits, in whole
or in part, stating the reason(s) for the denial.
Within sixty (60) days after receipt of such
notice, the Eligible Person may make a written
request for review of such denial. Such request
for review must be addressed to Delta, P.O. Box
7736, San Francisco, California 94120, Telephone
(415) 972-8300, Attention: Benefit Services
Department. Such request for review must state the
reason(s) why the Eligible Person believes that the
denial of the claim was in error and must request
any pertinent documents which they wish to review.
Delta's Benefit Services Department will make a
full and fair review of the claim. If the review
involves a determination as to the quality of
services provided or the appropriateness of fees
charged, and the matter cannot be resolved by Delta
to the satisfaction of the claimant, the review
will be referred to a peer review committee of the
appropriate dental society or association which
will accept jurisdiction, and Delta agrees to be
bound by the decision of that peer review
committee. Unless the review is referred to a peer
review committee or other unusual circumstances
arise, Delta agrees to provide a decision on a
request for review to the Eligible Person in
writing within 120 days after Delta receives the
request for review.
7.10 The Benefits which Delta provides are limited to
the applicable percentages of Dentist's fees or
allowances specified in Article 4. Northrop
Grumman Corporation requires the Eligible Person to
pay the balance of any such fee or allowance, known
as the "Patient Copayment", as a method of sharing
the costs of providing dental Benefits between
Northrop Grumman Corporation and Eligible Persons.
If the dentist discounts, waives or rebates any
portion of the Patient Copayment to the Eligible
Person, Delta only provides as Benefits the
applicable percentages of the Dentist's fees or
allowances reduced by the amount that such fees or
allowances are discounted, waived or rebated.
ARTICLE 8 -- OTHER DELTA OBLIGATIONS
8.1 Delta shall encourage Participating Dentists to
submit a standardized Attending Dentist Statement
(ADS) before providing service, showing the
patient's dental needs and the treatment necessary
in the professional judgement of the Dentist.
Delta shall predetermine, from the ADS and other
data, what would be payable by Delta and an
Eligible Person for the proposed services under the
terms of this program as of the date of
predetermination.
Such predetermination shall not constitute a
guaranty or authorization of Benefits under this
Contract, and any actual payments by Delta will
depend on the patient's eligibility and remaining
annual maximum when completed services are reported
by Delta.
Delta shall advise Participating Dentists to notify
the patient of all information provided by Delta in
the predetermination.
8.2 A Dentist may file an Attending Dentist Statement
before treatment, showing the services to be
provided to an Eligible Person. Delta shall
predetermine the amount of Benefits payable under
this Contract for the listed services.
Predeterminations are valid for sixty (60) days
from the date of the predetermination but not
longer than the Contract's term nor beyond the date
the patient's eligibility ends.
8.3 Delta will not make any payment for services
provided to a patient who is not an Eligible Person
under this Contract when the service is provided.
Northrop Grumman Corporation agrees to reimburse
Delta for any erroneous payments made as a result
of incorrect eligibility reporting by Northrop
Grumman Corporation.
8.4 Delta will provide professional review of the
adequacy of service provided by Participating
Dentists.
8.5 Delta agrees to furnish to Northrop Grumman
Corporation on July 1, 1995 and at reasonable times
thereafter, a directory of Participating Dentists
who have agreed to provide the services described
in this Contract. It is understood that the
Dentists listed in that directory may change from
time to time and Delta reserves the right to update
the directory without prior notice to Northrop
Grumman Corporation. However, Delta agrees to give
notice to Northrop Grumman Corporation within a
reasonable time of any Participating Dentist's
termination or breach of contract, or inability to
perform, which will materially and adversely affect
Northrop Grumman Corporation. Current information
concerning the Participating Dentist status of any
Dentist may be obtained by telephoning the Delta
Membership and Fee Listing Department at (415) 972-
8300. The Dentists providing or contracting to
provide dental services under this Contract are
solely responsible for those dental services, and
in no case will Delta or Northrop Grumman
Corporation be liable for any act or omission by
such Dentists, their agents or employees.
8.6 Delta agrees to give to Northrop Grumman
Corporation, and Northrop Grumman Corporation
agrees to make available to each Eligible Employee,
an evidence of coverage summarizing the Benefits to
which the employee is entitled and other provisions
of this Contract. If an amendment to this Contract
materially affects any Benefits described in such
evidence of coverage, Delta will issue a corrected
evidence of coverage, rider or inserts.
ARTICLE 9 -- TERMINATION AND RENEWAL
9.1 This Contract may be terminated for the following
causes:
(a) By Delta, if Northrop Grumman Corporation
fails (1) to give Delta a list of all Eligible
Employees, as required under Article 2, or
(2) to permit the inspection of Northrop
Grumman Corporation's records as called for
under Article 2, or (3) to pay Dues, in the
amounts and manner required in Article 3,
provided Northrop Grumman Corporation has been
duly notified of such failure and at least
fifteen (15) days have elapsed since the date
of notification.
(b) By either Northrop Grumman Corporation or
Delta, upon expiration of a Contract Term.
9.2 If Delta terminates this Contract under paragraph
9.1(a), all Benefits end and Delta is released from
all further obligations of this Contract, effective
the last day of the month in which notice is given.
Northrop Grumman Corporation will remain liable to
Delta for the greater of: (1) the unpaid Dues
applicable for the period this Contract was in
effect before termination; or (2) the full amount
of all Attending Dentist Statements paid or
otherwise discharged by Delta pursuant to this
Contract, plus 8.22% of such amount as provided in
paragraph 3.1, less amounts actually paid by
Northrop Grumman Corporation to Delta.
9.3 A party choosing to terminate this Contract at the
end of a Contract Term must give at least ninety
(90) days written notice of termination to the
other party. If Delta wants to change the
administration or Benefits effective at the
beginning of the next Contract Term, Delta will
give at least ninety (90) days' advance written
notice of such changes to Northrop Grumman
Corporation. Such an advance notice will have the
effect of a notice of termination as of the end of
the Contract Term, unless Northrop Grumman
Corporation agrees to the new Contract provisions.
9.4 If Northrop Grumman Corporation notifies Delta in
writing of its intention to terminate this Contract
as of any date other than the end of the Contract
Term, such notice will be treated as a failure to
pay Dues, and such notice will constitute a waiver
of the notification and billing required of Delta
by Paragraph 9.1(a)(3).
9.5 If an Eligible Person believes that this Contract,
or coverage hereunder, has been terminated or not
renewed due to their health status or requirements
for health care services, they may request a review
by the California Commissioner of Corporations
under California Health and Safety Code Section
1365(b).
9.6 If this Contract is terminated for any cause, Delta
is not required to predetermine services beyond the
termination date or to pay for services provided
after such termination date, except for the
completion of Single Procedures begun while this
Contract was in effect which are otherwise Benefits
under this Contract.
9.7 If at the end of the Contract, Northrop Grumman
Corporation has paid Dues to Delta applicable to a
time period after the termination date, Delta will
return a portion of Dues to Northrop Grumman
Corporation together with the amount due on claims,
if any, less any amounts due to Delta within thirty
(30) days after termination.
9.8 Within 30 days after the end of this Contract,
Delta will return to Northrop Grumman Corporation
any Dues paid which are applicable to a time period
after the termination date, together with amounts
due on claims, if any, less any amounts due to
Delta.
9.9 If Delta accepts the proper amount of Dues, after
termination of this Contract and without requiring
a new application, that acceptance will reinstate
the Contract as though never terminated, unless
Delta, within five (5) business days after it
receives such payment, either (1) refunds the
payment so made or (2) issues to Northrop Grumman
Corporation a new Contract accompanied by written
notice stating clearly those respects in which the
new Contract differs from the terminated Contract
in Benefits, coverage, or otherwise.
9.10 All Benefits end for all Eligible Persons when this
Contract ends, and Delta will not provide
continuation of Benefits to such persons in that
event.
9.11 Delta must notify Northrop Grumman Corporation in
writing of any termination by Delta under paragraph
9.1, and Northrop Grumman Corporation shall
promptly mail a copy of such notice to each
Eligible Employee and provide Delta with proof of
mailing and date thereof.
ARTICLE 10 -- CONTINUED COVERAGE OPTION
10.1 For purposes of this Option, the
following are "Qualifying Events":
(a) Termination of an Eligible
Employee's employment with Northrop
Grumman Corporation (for other than gross
misconduct), or a reduction in the number
of hours worked by the Eligible Employee.
(b) Death of an Eligible Employee.
(c) Divorce or legal separation
from the Eligible Employee.
(d) An Eligible Employee becoming
entitled to Medicare benefits.
(e) A dependent child ceasing to
meet the description of dependent child.
(f) Northrop Grumman Corporation's
federal Chapter 11 bankruptcy proceeding
which (within one year before or one year
after Northrop Grumman Corporation's
bankruptcy filing) causes a substantial
elimination of coverage of a retired
Eligible Employee (who retired on or
before the date of substantial
elimination of coverage), or of the
Eligible Dependents of a retired Eligible
Employee.
10.2 Eligible Persons whose coverage under
this program ends due to Qualifying
Event 10.1(a) may choose to continue coverage
for eighteen (18) months following the month
in which the Qualifying Event occurs.
10.3 If there is a determination that the
Eligible Person was disabled under Title II or
Title XVI of the Social Security Act at the
time Qualifying Event 10.1 (a) occurred, the
Eligible Person may choose to continue
coverage under this program for a total of
twenty-nine (29) months following the month in
which the Qualifying Event occurred. Delta
must receive notice of that determination
during the original eighteen (18) months and
within sixty (60) days after the date of the
determination. This extended coverage based
on disability terminates on the first day of
the month that begins more than thirty (30)
days after the date of the final determination
that the person is no longer disabled.
10.4 Eligible Dependents who choose to
continue their coverage based on Qualifying
Event 10.1(a), described above, and for whom a
second Qualifying Event [but not 10.1(a) or
(f)] occurs within the period of continued
coverage may choose to continue their coverage
for a maximum of thirty-six (36) months
following the month in which the first
Qualifying Event occurred [in the case of a
second Qualifying Event described in 10.1(b),
(c), or (e)], or for a maximum of thirty-six
(36) months following the month in which the
second Qualifying Event occurred [in the case
of the Qualifying Event 10.1(d)].
10.5 Eligible Dependents whose coverage under
this program ends due to Qualifying
Events 10.1(b), (c), (d), or (e), may choose
to continue their coverage for thirty-six
(36) months following the month in which the
Qualifying Event occurs.
10.6 Eligible Persons whose coverage under
this program ends due to Qualifying
Event 10.1(f) may choose to continue their
coverage until death (in the case of a retired
Eligible Employee), or for thirty-six
(36) months after the date of death of the
retired Eligible Employee (in the case of
Eligible Dependents of a retired Eligible
Employee).
10.7 Continued coverage can be chosen only by
notice to Northrop Grumman Corporation, which
must be given no later than sixty (60) days
after a termination of coverage by reason of a
Qualifying Event, or within sixty (60) days
after the Eligible Person receives a notice
from Northrop Grumman Corporation about his or
her rights to continued coverage because of
the particular Qualifying Event, whichever is
later. Persons for whom a Qualifying Event
described in 10.1(c) or (e) occurs must report
it to Northrop Grumman Corporation within
sixty (60) days, or lose their right to choose
continued coverage.
10.8 Continued coverage chosen by a person
under this Article is effective on the first
day of the month following the applicable
Qualifying Event described above. However,
Benefits are not available to a person
choosing continuing coverage until Delta
receives the data about such person as
required hereunder, along with all premiums
then due for such person. Delta will not, in
any event, make Benefits available hereunder
with respect to any person for whom Delta does
not receive such information and Premiums
within sixty (60) days after the date such
person is required under this Option to notify
Northrop Grumman Corporation of his or her
election.
10.9 Continued coverage will be the same as
the coverage for similarly situated Eligible
Persons under this Contract, and if coverage
is modified for such Eligible Persons coverage
for persons having continued coverage will be
modified at the same time and in the same
manner.
10.10 A person's continued coverage chosen under
this Article will end on the last day of the
month in which any of the following events
first occurs:
(a) The period of continued
coverage specified in Paragraphs 10.2,
10.3, 10.4, or 10.5 ends.
(b) This Contract ends.
(c) Northrop Grumman Corporation
fails to pay Dues for the person as
required by Article 3 of this Contract.
(d) The person with continued
coverage becomes covered for dental
Benefits under another group health plan
(as an employee or otherwise) which does
not contain any exclusion or limitation
with respect to any pre-existing
condition of such person covered under
this program.
(e) The person becomes eligible for
Medicare benefits.
10.11 Once continued coverage under this Option
ends, it cannot be reinstated.
ARTICLE 11 -- GENERAL PROVISIONS
11.1 No agent has authority to change this Contract or
waive any of its provisions. No change in this
Contract is valid unless approved by an executive
officer of Delta and included in this Contract by
written amendment.
11.2 Any dispute arising out of or relating to this
Contract or its breach between Northrop Grumman
Corporation, Delta, a Participating Dentist, and an
Eligible Person, or any of them, including any
disagreement with a claim determination made by
Delta after exhaustion of the review procedure
outlined in Article 6 of this Contract, will be
settled by arbitration in accordance with the
Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). Any party to a
dispute, including an Eligible Person, may initiate
arbitration by written notice to each other party
to such dispute, stating the intention to arbitrate
and describing the nature of the dispute, the
amount involved, if any, and the remedy sought, and
by filing two copies of such notice with the
American Arbitration Association Regional Office at
the nearest metropolitan area to the party
initiating arbitration.
11.3 The provisions of this Contract are severable. If
any portion of this Contract or any Amendment of it
is determined to be illegal, void, or unenforceable
by any arbitrator, court, or other competent
authority, all other provisions of this Contract
will remain in effect.
11.4 The parties agree that all questions regarding the
interpretation or enforcement of this Contract are
governed by the laws of the State of California,
where the Contract was entered into and is to be
performed. Delta is subject to the requirements of
Chapter 2.2 of Division 2 of the California Health
and Safety Code and of Subchapter 5.5 of Chapter 3
of Title 10 of the California Administrative Code.
Any provisions required to be in the Contract by
those laws bind Delta whether or not stated in this
Contract.
11.5 Delta and Northrop Grumman Corporation agree to
consult each other to the extent reasonably
practical concerning all materials published or
distributed relating to this Contract. Neither
Delta nor Northrop Grumman Corporation will publish
or distribute materials which are contrary to the
terms of this Contract.
11.6 Delta and Northrop Grumman Corporation agree to
permit and encourage the professional relationship
between Dentist and patient to be maintained
without interference.
11.7 Any notice under this Contract will be sufficient
if given by either Northrop Grumman Corporation or
Delta to the other or, in the case of Northrop
Grumman Corporation, to its Group Representative at
the addresses below:
For the Group:
Benefits Administrator
William M. Mercer, Incorporated
777 South Figueroa Street
Los Angeles, CA 900179
For Delta:
P.O. Box 7736
San Francisco, CA 94120
Such notice will be effective forty-eight (48)
hours after deposit in the United States mail with
postage fully prepaid thereon.
NORTHROP GRUMMAN CORPORATION
BY:______________________
DELTA DENTAL PLAN OF CALIFORNIA
1
BY:
Chairman of the Board
and
2
BY:
Vice President
Underwriting, Actuarial and
Research
DATE: February 12, 1996
Appendix B
PROCEDURE NUMBERS
Procedure Number Procedure
00100-00999 -- DIAGNOSTIC
Clinical oral examinations
00110 Initial oral examination
00120 Periodic oral examination
00130 Emergency oral examination
Radiographs
00210 Intraoral -- complete series (including
bitewings)
00220 Intraoral -- periapical -- first film
00230 Intraoral -- periapical -- each
additional film
00240 Intraoral -- occlusal film
00250 Extraoral -- first film
00260 Extraoral -- each additional film
00270 Bitewings -- single film
00272 Bitewings -- two films
00273 Bitewings -- three films
00274 Bitewings -- four films
00330 Panoramic film
00340 Cephalometric film
Tests and laboratory examinations
00470 Diagnostic casts
00501 Histopathologic examinations
01000-01999 -- PREVENTIVE
Dental prophylaxis
01110 Prophylaxis -- adult
01120 Prophylaxis -- child to age 14
Topical fluoride treatment (office procedure)
01201 Topical application of fluoride
(including prophylaxis) -- child to age 14
01205 Topical application of fluoride
(including prophylaxis) -- adult
01203 Topical application of fluoride
(excluding prophylaxis) -- child to age 14
01204 Topical application of fluoride
(excluding prophylaxis) -- adult
Space maintenance (passive appliances)
01510 Space maintainer -- fixed unilateral
01515 Space maintainer -- fixed bilateral
01520 Space maintainer -- removable unilateral
01525 Space maintainer -- removable bilateral
02000-02999 -- RESTORATIVE
Amalgam restorations (including polishing)
02110 Amalgam -- one surface, primary
02120 Amalgam -- two surfaces, primary
02130 Amalgam -- three surfaces, primary
02131 Amalgam -- four or more surfaces, primary
02140 Amalgam -- one surface, permanent
02150 Amalgam -- two surfaces, permanent
02160 Amalgam -- three surfaces, permanent
02161 Amalgam -- four or more surfaces,
permanent
Silicate restorations
02210 Silicate cement -- per restoration
Filled or unfilled resin restorations
02330 Resin -- anterior
02335 Resin -- four or more surfaces or
involving incisal angle (anterior)
02380 Resin -- one surface, posterior --
primary
02381 Resin -- two surfaces, posterior --
primary
02382 Resin -- three or more
surfaces,posterior, primary
02385 Resin -- one surface, posterior --
permanent
02386 Resin -- two surfaces, posterior --
permanent
02387 Resin -- three or more surfaces,
posterior --permanent
Inlay restorations
02510 Inlay -- metallic -- one surface
02520 Inlay -- metallic -- two surfaces
02530 Inlay -- metallic -- three surfaces
02540 Onlay -- metallic -- per tooth (in
addition to inlay)
02650 Inlay -- composite/resin -- one surface,
(laboratory processed)
02651 Inlay -- composite/resin -- two surfaces,
(laboratory processed)
02652 Inlay -- composite/resin -- three
surfaces, (laboratory processed)
Crowns -- single restoration only
02710 Crown -- resin (laboratory)
02740 Crown -- porcelain/ceramic substrate
02750 Crown -- porcelain fused to high noble
metal
02751 Crown -- porcelain fused to predominantly
base metal
02752 Crown -- porcelain fused to noble metal
02790 Crown -- full cast high noble metal
02791 Crown -- full cast predominantly base
metal
02792 Crown -- full cast noble metal
02810 Crown -- 3/4 cast metallic
Other restorative services
02910 Recement inlay
02920 Recement crown
02930 Prefabricated stainless steel crown --
primary tooth
02931 Prefabricated stainless steel crown --
permanent tooth
02932 Prefabricated resin crown
02933 Prefabricated stainless steel crown with
resin window
02950 Crown buildup (substructure), including
any pins
02951 Pin retention -- per tooth, in addition
to restoration
02952 Cast post and core in addition to crown
02954 Prefabricated post and core in addition
to crown
02960 Labial veneer (laminate) -- chairside
02961 Labial veneer (resin laminate) --
laboratory
02962 Labial veneer (porcelain laminate) --
laboratory
02980 Crown repair, by report
Pulp capping
03110 Pulp cap -- direct (excluding final
restoration)
03120 Pulp cap -- indirect (excluding final
restoration)
03000-03999 -- ENDODONTICS
Pulpotomy
03220 Therapeutic pulpotomy (excluding final
restoration)
Root canal therapy (including treatment plan, clinical
procedures, and follow-up care)
03310 Root canal therapy -- anterior (excluding
final restoration)
03320 Root canal therapy -- bicuspid (excluding
final restoration)
03330 Root canal therapy -- molar (excluding
final restoration)
03350 Apexification/recalcification -- per
treatment visit (includes apical
closure/calcific repair of perforations, root
resorption, etc.)
Periapical services
03410 Apicoectomy/periradicular surgery --
anterior
03421 Apicoectomy/periradicular surgery --
bicuspid (first root)
03425 Apicoectomy/periradicular surgery --
molar (first root)
03426 Apicoectomy/periradicular surgery (each
additional root), by report
03430 Retrograde filling -- per root, in
addition to apicoectomy/ periradicular surgery
03450 Root amputation -- per root
Other endodontic procedures
03920 Hemisection (including any root removal),
not including root canal therapy
04000-04999 -- PERIODONTICS
Surgical services (including usual postoperative
services)
04210 Gingivectomy or gingivoplasty -- per
quadrant
04211 Gingivectomy or gingivoplasty -- single
tooth
04220 Gingival curettage, surgical -- per
quadrant, narrative report required
04240 Gingival flap procedure, including root
planning -- per quadrant
04249 Crown lengthening -- hard and soft
tissue, by report
04250 Mucogingival surgery -- per quadrant
04260 Osseous surgery (including flap entry,
all grafts and closure) -- per quadrant
04268 Guided tissue regeneration, includes
surgery and re-entry, narrative report
required
04270 Pedicle soft tissue graft procedure
04271 Free soft tissue graft procedure
(including donor site)
Adjunctive periodontal services
04341 Periodontal root planing - per quadrant
Other periodontal services
04910 Periodontal maintenance procedures
following active therapy (periodontal
prophylaxis)
04920 Unscheduled dressing change (by someone
other than treating dentist), by report
05000-05899 -- PROSTHODONTICS (REMOVABLE)
Complete dentures (including routine postdelivery care)
05110 Complete denture, upper
05120 Complete denture, lower
05130 Immediate denture, upper
05140 Immediate denture, lower
Partial dentures (including routine postdelivery care)
05211 Upper partial denture -- resin base
(including any conventional clasps, rests and
teeth)
05212 Lower partial denture -- resin base
(including any conventional clasps, rests and
teeth)
05213 Upper partial denture -- metal base with
resin saddles (including any conventional
clasps, rests and teeth)
05214 Lower partial denture -- metal base with
resin saddles (including any conventional
clasps, rests and teeth)
05281 Removable unilateral partial denture --
one piece metal base casting, clasp
attachments -- per unit (including pontics)
Adjustments to dentures
05410 Adjust complete denture -- upper
05411 Adjust complete denture -- lower
05421 Adjust partial denture -- upper
05422 Adjust partial denture -- lower
Repairs to complete dentures
05510 Repair broken complete denture base
05520 Replace missing or broken teeth --
complete denture (each tooth)
Repairs to partial dentures
05610 Repair resin saddle or base
05620 Repair cast framework, by report
05630 Repair or replace broken clasp
05640 Replace broken teeth -- per tooth
05650 Add tooth to existing partial denture
05660 Add clasp to existing partial denture
Denture rebase procedures
05710 Rebase complete upper denture
05711 Rebase complete lower denture
05720 Rebase upper partial denture
05721 Rebase lower partial denture
Denture reline procedures
05730 Reline complete upper denture (chairside)
05731 Reline complete lower denture (chairside)
05740 Reline upper partial denture (chairside)
05741 Reline lower partial denture (chairside)
05750 Reline complete upper denture
(laboratory)
05751 Reline complete lower denture
(laboratory)
05760 Reline upper partial denture (laboratory)
05761 Reline lower partial denture (laboratory)
Other removable prosthetic services
05820 Temporary partial -- stayplate denture
(upper)
05821 Temporary partial -- stayplate denture
(lower)
05850 Tissue conditioning, upper -- denture
05851 Tissue conditioning, lower -- denture
06200-06999 -- PROSTHODONTICS, FIXED
(Each abutment and each pontic constitutes a unit in
bridge)
Bridge pontics
06210 Pontic -- cast high noble metal
06211 Pontic -- cast predominantly base metal
06212 Pontic -- cast noble metal
06240 Pontic -- porcelain fused to high noble
metal
06241 Pontic -- porcelain fused to
predominantly base metal
06242 Pontic -- porcelain fused to noble metal
Retainers
06520 Inlay -- metallic -- two surfaces
06530 Inlay -- metallic -- three or more
surfaces
06540 Onlay -- metallic per tooth in addition
to inlay
06545 Retainer -- cast metal for acid etch
bridge
Bridge retainers -- crowns
06750 Crown -- porcelain fused to high noble
metal
06751 Crown -- porcelain fused to predominantly
base metal
06752 Crown -- porcelain fused to noble metal
06780 Crown -- 3/4 cast high noble metal
06790 Crown -- full cast high noble metal
06791 Crown -- full cast predominantly base
metal
06792 Crown -- full cast noble metal
Other fixed prosthetic services
06930 Recement bridge
06940 Stress breaker
06970 Cast post and core addition to bridge
retainer
06972 Prefabricated post and core in addition
to bridge retainer
06973 Retainer crown buildup (substructure)
including any pins
06980 Bridge repair, by report
07000-07999 -- ORAL SURGERY
Extractions -- includes local anesthesia and routine
postoperative care
07110 Single tooth
07120 Each additional tooth
07130 Root removal -- exposed roots
Surgical extractions -- includes local anesthesia and
routine postoperative care
07210 Surgical removal of erupted tooth
07220 Removal of impacted tooth -- soft tissue
07230 Removal of impacted tooth -- partially
bony
07240 Removal of impacted tooth -- completely
bony
07250 Surgical removal of residual tooth roots
(cutting procedure)
Other surgical procedures
07260 Oral antral fistula closure
07270 Tooth reimplantation and/or stabilization
of accidentally evulsed or displaced tooth
and/or alveolus
07272 Tooth transplantation
07281 Surgical exposure of impacted or
unerupted tooth to aid eruption
07285 Biopsy of oral tissue -- hard
07286 Biopsy of oral tissue -- soft
Alveoloplasty -- surgical preparation of ridge for
dentures
07310 Alveoloplasty in conjunction with
extractions -- per quadrant
07320 Alveoloplasty not in conjunction with
extractions -- per quadrant
Vestibuloplasty
07340 Vestibuloplasty -- ridge extension
(secondary epithelialization)
07350 Vestibuloplasty -- ridge extension
(including soft tissue grafts, muscle
reattachments, revision of soft tissue
attachment and management of hypertrophied and
hyperplastic tissue)
Removal of tumors, cysts and neoplasms
07430 Excision of benign tumor -- lesion
diameter up to 1.25 cm
07431 Excision of benign tumor -- lesion
diameter greater than 1.25 cm
07440 Excision of malignant tumor -- lesion
diameter up to 1.25, by report
07441 Excision of malignant tumor -- lesion
diameter greater than 1.25 cm, by report
07450 Removal of odontogenic cyst or tumor --
lesion diameter up to 1.25 cm
07451 Removal of odontogenic cyst or tumor --
lesion diameter greater than 1.25 cm
07460 Removal of nonodontogenic cyst or tumor -
- lesion diameter up to 1.25 cm
07461 Removal of nonodontogenic cyst or tumor -
- lesion diameter greater than 1.25 cm
07465 Destruction of lesion(s) by physical
methods, by report
Excision of bone tissue
07470 Removal of exostosis -- maxilla or
mandible
07480 Partial ostectomy (guttering or
saucerization), by report
07490 Radical resection of mandible with bone
graft, by report
Surgical incision
07510 Incision and drainage of abscess --
intraoral soft tissue
07520 Incision and drainage of abscess --
extraoral soft tissue
07530 Removal of foreign body, skin or
subcutaneous areolar tissue
07540 Removal of foreign bodies --
musculoskeletal system
07550 Sequestrectomy for osteomyelitis
07560 Maxillary sinusotomy for removal of tooth
fragment or foreign body
Treatment of fractures -- simple
07610 Maxilla -- open reduction (teeth
immobilized if present)
07620 Maxilla -- closed reduction (teeth
immobilized if present)
07630 Mandible -- open reduction (teeth
immobilized if present)
07640 Mandible -- closed reduction (teeth
immobilized if present)
07650 Malar and/or zygomatic arch -- open
reduction, by report
07660 Malar and/or zygomatic arch -- closed
reduction, by report
07670 Alveolus -- stabilization of teeth, open
reduction splinting
07680 Facial bones -- complicated reduction
with fixation and multiple surgical
approaches, by report
Treatment of fractures -- compound
07710 Maxilla -- open reduction
07720 Maxilla -- closed reduction
07730 Mandible -- open reduction
07740 Mandible -- closed reduction
07750 Malar and/or zygomatic arch -- open
reduction, by report
07760 Malar and/or zygomatic arch -- closed
reduction, by report
07770 Alveolus -- stabilization of teeth, open
reduction splinting, by report
07780 Facial bones -- complicated reduction
with fixation and multiple surgical
approaches, by report
Reduction of dislocation and management of other
temporomandibular joint dysfunctions
07810 Open reduction of dislocation, by report
07820 Closed reduction of dislocation
07830 Manipulation under anesthesia
Repair of traumatic wounds
07910 Suture of recent small wounds up to 5 cm,
by report
Complicated suturing (reconstruction requiring delicate
handling of tissues and wide undermining for meticulous
closure)
07911 Suture of complex wounds up to 5cm, by
report
07912 Suture of complex wounds greater than 5
cm, by report
Other repair procedures
07960 Frenulectomy (frenectomy or frenotomy) --
separate procedure
07970 Excision of hyperplastic tissue -- per
arch
07971 Excision of pericoronal gingiva
07980 Sialolithotomy
07981 Excision of salivary gland, by report
07982 Sialodochoplasty
07983 Closure of salivary fistula
09000-09999 -- ADJUNCTIVE GENERAL SERVICES
Unclassified treatment
09110 Palliative (emergency) treatment of
dental pain -- minor procedures
Anesthesia
09211 Regional block anesthesia
09212 Trigeminal division block anesthesia
09220 General anesthesia -- first 30 minutes
09221 General anesthesia -- each additional 15
minutes
Professional consultation
09310 Special consultation (specialist only --
separate fee only if patient not treated by
consultant) Professional visits
09430 Office visit for observation (during
regularly scheduled hours) -- no other
services performed
09440 Office visit -- after regularly scheduled
hours
Drugs
09610 Therapeutic drug injection, by report
Miscellaneous services
09930 Treatment of complications (postsurgical)
-- unusual circumstances, narrative report
required
09951 Occlusal adjustment -- limited
APPENDIX C
ORTHODONTIC BENEFIT RIDER
EFFECTIVE: July 1, 1995
Orthodontic Benefits are available only to persons
enrolled in Group #5134-0014 and the Delta Care Plus
Plan, Group #5134-0301.
In consideration of the payments specified in paragraph
3.1 of the attached Contract, and subject to all of the
terms and conditions thereof, except as herein otherwise
specified, Delta agrees to provide Orthodontic Benefits
to Eligible Persons, as follows:
1. Orthodontics are defined as the procedures
performed by a licensed Dentist, involving surgical
repositioning of the teeth or jaws in whole or in
part and/or the use of an active orthodontic
appliance and post-treatment retentive appliances
for treatment of malalignment of teeth and/or jaws
which significantly interferes with their function.
2. Delta will pay or otherwise discharge 50% of the
lesser of the Usual, Customary and Reasonable fees
or of the fees actually charged for Orthodontics.
3. The lifetime maximum amount payable by Delta for
all Orthodontics rendered to each Eligible Person
shall be $1,000.00 for Group #5134-0014 and
$2,000.00 for Group #5134-0301, and the limitations
on maximum amounts payable during a calendar year,
if any, specified in the attached Agreement, shall
not apply to Orthodontics.
4. EXCLUSIONS AND LIMITATIONS: In addition to
Exclusions and Limitations stated in Article IV to
the attached Contract, the following exclusions and
limitations shall apply to Orthodontic Benefits:
(a) The obligation of Delta to make payments
for an Orthodontic treatment plan begun prior
to the eligibility date of the patient shall
commence with the first payment due following
the patient's eligibility date. The above-
mentioned maximum amount payable will apply
fully to this and subsequent payments.
(b) The obligation of Delta to make payments
for Orthodontics shall terminate on the
payment due date next following the date the
dependent loses eligibility or the employee
loses eligibility, or upon termination of
treatment for any reason prior to completion
of the case, or upon termination of the
Contract, whichever shall occur first.
(c) Delta will not make any payment for
repair or replacement of an Orthodontic
appliance furnished, in whole or in part,
under this Program.
(d) X-rays and extraction procedures incident
to Orthodontics are not covered by Orthodontic
Benefits, but may be covered under the
provisions of the attached Contract, subject
to all of the terms and provisions thereof.
(e) Applicable to Group #5134-0014:
An Eligible Person is eligible for
Orthodontic Benefits only after they have been
continuously enrolled under this Contract for
twelve (12) months.
Exhibit 10(n)
The Buckeye Union Insurance Company
Continental
Home Office: 1111 East Broad Street
Insurance
Columbus, Ohio 43205
Administrative Office: 180 Maiden Lane GROUP EXCESS LIABILITY
POLICY
New York, New York 10038 DECLARATIONS
(212) 440-3400
Policy
Number GPE002253
Policy Buckeye Union Insurance Company
Issued by 180 Maiden Lane
New York, New York 10038
Producer's Johnson & Higgins of California
Name 2029 Century Park East
and Address Los Angeles, CA 90067
Senior Vice Presidents, Division Benefit Managers and
Corporate Named Officers, All Other Vice Presidents and Designated
Retirees of
Insured Northrop Grumman Corporation and as per Endorsement No. 1a &
No. 1b.
Sponsoring Northrop Grumman Corporation
Organizatio 1840 Century Park East
n and Los Angeles, CA 90067
Address
Policy From November 1, 1995 to November 1, 1996
Period Month Day Year Month Day Year
12:01 a.m. Standard Time at the Address of the Sponsoring
Organization as stated herein
Limit of $ See End. 1a & 1b Each Occurrence
Liability
Retained $ 500.00 Each Occurrence
Limits
The Named Insured agrees to maintain during the term of the policy at
least the following underlying coverages and minimum required underlying
limits for: Automobile Liability (Cars or Recreational Vehicles) and
Comprehensive
Personal Liability. If exposure exists, the Named Insured further agrees
to maintain at least the following underlying coverages and minimum
Required Underlying Limits for Watercraft and Employers Liability.
Exposures Coverages Minimum Required U / L
Limit
Automobile) Bodily Injury $250,000 Per Person,
$500,000
Per Occurrence
(Cars and Property Damage $50,000 Per Occurrence
Recreational - or- $300,000 Per Occurrence
Vehicles Combined Single ($325,000 in Texas)
except Limit
snowmobiles
Homeowners Combined Single
Limit (Required $100,000 Per Occurrence
Personal for all property
Liability owned or rented)
Schedule of Watercraft Bodily
Required Injury/Property $100,000 Per
Occurrence
Underlying Liability Damage or
Limits Combined Single
Limit
Employers Combined Single $100,000 Per Occurrence
Liability Liability
Snowmobile Bodily Injury $100,000 Per Person or
$300,000 Per Occurrence
Property Damage $25,000 Per Occurrence
or
Liability Combined Single $300,000 Per Occurrence
Limit
UM/UIM (only Bodily Injury $250,000 Per Person,
$500,000
when) Per Occurrence
coverage is Property Damage $50,000 Per Occurrence
provided
under this -or- $300,000 Per Occurrence
policy Combined Single ($325,000 in Texas)
Limit
Premium $ See End. No. Rate per
2 Participant
$ 108,975.00 Advance Premium Payable at
inception
Endorsement Forming a part of this policy at inception Endorsement
s No. 1 - 5
Dated at New York, New York THE BUCKEYE UNION INSURANCE COMPANY
this 7th day of December,
1995
Countersigned
by_________________________
Authorized
Representative
CES 12448 (6/92) Original
GROUP EXCESS LIABILITY
INTRODUCTION
Various provisions in this policy restrict coverage. Read the entire policy
carefully to determine rights, duties and what is and is not covered.
Throughout this policy the words "you" and "your" refer to the "Named
Insured" shown in the declarations. "Named Insured" means the person shown
as the Named insured in the Policy Declarations and that person's spouse,
if he or she lives in the same household.
Wherever used in this policy, "We," "us" and "our" refer to the company
providing this insurance.
INSURING AGREEMENT
If the Sponsoring Organization pays the premium, and you and the Sponsoring
Organization comply with policy terms, we agree with you as follows
We will pay all sums, more fully defined by the term net loss, that the
Insured becomes legally obligated to pay for Personal Injury or Property
Damage in excess of the Required Underlying Limit or in excess of the
Retained Limited, if applicable
This insurance applies to Personal Injury and Property Damage only if:
a. The Personal Injury or Property Damage is caused by an occurrence that
takes place in the policy territory; and
b. The Personal Injury or Property Damage occurs during the policy
period.
WHAT WE DO NOT COVER
We do not provide coverage for:
1. Personal Injury or Property Damage caused intentionally by any person.
This does not apply to:
(a) any act by an Insured while trying to prevent or eliminate
danger In the use of Cars or watercraft; or
(b) while trying to protect persons or property;
2.Personal Injury or Property Damage arising out of the
ownership, maintenance or use of any aircraft or hovercraft
Aircraft does not
include model airplanes of the hobby type which Co not carry people or
cargo.
3.Personal Injury or Property Damage arising out of any watercraft
your own, rent or use, or is in your care custody or control If It is:
(a) powered by an inboard or inboard/outboard motor of
more than 50 horsepower;
(b) a sailing vessel'. (with or without auxiliary power)
26 feet or more in overall length;
(c) powered by any outboard motor(s), singly or
in combination, of more than 25 total horsepower.
Page 1 of 9
CES 12469 (04/93)
This restriction does not apply to such watercraft if they
are covered by required underlying liability insurance.
We will not pay for or defend any claims that are, or should
be, covered under any kind of maritime statutes.
4.Personal Injury or Property Damage arising out of the use of any car
or watercraft in any prearranged or organized race, speed contest,
other competition or practice. However, this exclusion does not
apply to sailboats.
5.Personal Injury or Property Damage resulting from any act or failure
to act by any Insured as a director or officer of any organization.
This does not apply to such positions in a non-profit organization
from which the Insured does not receive pay.
6.Personal Injury or Property Damage for providing or failing to
provide professional services by:
(a) the Insured or;
(b) any Person for whom the Insured is legally responsible.
7.Personal Injury or Property Damage resulting from business activity
or business property This exclusion does not apply to:
(a)housing property you rent out or are holding for rental for use
as a place to live. But such property must be covered by
required underlying limits. By "housing property", we mean
1,2,3, or 4 family houses, and any smaller detached structures
on the property such as a garage or storage shed, the grounds,
and private roads on the property. Housing property also
includes that part of any other dwelling that you are
occupying as your residence. Those parts of any housing
property that you're renting out or holding for rental as a
place to live are not considered business property unless more
than two roomers or boarders per family are living there.
Parts of housing property that you rent out or hold for
rental for use as private garages are not considered
business property.
(b)activities which are described in an endorsement attached to
this policy;
(c)the use of any Private Passenger Car provided it is not used
to carry persons or property for a fee. This exclusion does not
apply to a share-the-expense ride.
8.Personal Injury or Property Damage covered by a nuclear energy
liability policy or that would have been covered by any such policy
if its limit had not been exceeded.
9.Personal Injury arising out of the transmission of, or threat
of transmission of, a communicable sickness or disease by an Insured.
10. Bodily Injury to any person eligible to receive any benefits
under
any workers compensation, non-occupational disability, unemployment
compensation, or similar law
11. Property Damage to:
(a) property owned by an Insured.
(b) any other property which is rented to, used by, occupied by, or
in the care, custody, or control of an insured. However, this
only applies to the extent that the Insured has agreed in
writing to provide insurance for this property.
12. The owner or lessee of a Car or watercraft loaned to or hired by
you.
13. Sums which an Insured is entitled to recover from the owner
or operator of an "uninsured motor vehicle."
Page 2 of 9
CES 12469 {04/93)
DEFENSE OF SUITS NOT COVERED BY OTHER INSURANCE
DEFENSE
We will defend any suit for damages which is not covered by the types
of policies described in the Schedule of Underlying Limits of
the Declarations or anyother available insurance. This applies only
if the basis of the suit is covered bythis policy. We will settle or
defend any claim or suit as we fee I appropriate. Our duty to settle
or defend ends when our limit of liability has been exhausted.
The Insured must reimburse us for any amount within the Retained Limit
If the law does not permit us to comply with this agreement. we will pay
any expense that is incurred with our consent.
SUPPLEMENTARY PAYMENTS
In addition to our limit of liability, we will pay on behalf of an
Insured:
1.The cost of bail bonds required because of an occurrence.
This includes related traffic law violations, resulting in Bodily
Injury or Property Damage covered under this policy.
2. All costs taxed against an Insured.
3.Premiums on appeal bonds and bonds to release attachments in any suit
we defend.
4.Interest accruing after a judgment is entered in any suit we defend.
Our duty to pay interest ends when we offer to pay that part of the
judgment which does not exceed our limit of liability for this
coverage.
5.Other reasonable expenses incurred at our request. This does include
loss of earnings up to $100 per day or a maximum of $5,000.
The amounts we pay for defense, and the other supplementary payments
described above, will not reduce the limits of insurance.
LIMITS OF LIABILITY
The limit of liability shown in the Declarations is the amount you have
selected and is the maximum amount that we will pay for all damages for
Personal Injury and Property Damage from any one occurrence. This amount.
is the most we will pay and will not be added to in any way, multiplied by
any factor, or otherwise increased for any reason, regardless of the number
of:
Insureds
Claims Made
premiums charged or premiums shown, either separately or collectively,
in the Declarations, or in any other document attached to or made part
of your policy
cars or watercraft owned or involved in the occurrence.
We will be liable only for the Net Loss resulting from any one occurrence:
1. in excess of your Required Underlying Limit or
2. if applicable, in excess of your Retained Limit or
3.in excess of valid and collectible insurance, or a $35,000 Retained
Limit, whichever is greater, if the occurrence arises from the use of
a car or motorcycle which is hired by you or loaned to you for a
period of thirty (30) days or less. Any car or motorcycle hired by you
or loaned to you for a period of more than thirty (30) days shall be
subject to the required underlying limit for Automobile Liability on
the Policy Declarations.
Page 3 of 9
CES 12469 (04/93)
4.in excess of valid and collectible insurance or a $35,000 Retained
Limit, whichever is greater, if the occurrence arises from the use of
a watercraft which is hired by you or loaned to you for a period of
thirty (30) days or less. Any watercraft hired by you or loaned to you
for a period of more than thirty (30) days shall be subject to the
Required Underlying Limit for watercraft liability on the Policy
Declarations.
GENERAL CONDITIONS
DUTIES AFTER AN OCCURRENCE
As soon after an injury or occurrence takes place that is likely to
involve coverage under this policy, we must be notified promptly. You or
the Sponsoring Organization should tell us how, when and where the
occurrence happened. You or the Sponsoring Organization should also
include the names and address of any injured persons and of any
witnesses.
A person seeking any coverage must:
1. Cooperate with the underlying insurers, as required by their policies
and with us in the investigation, settlement or defense of any claim or
suit.
2. Promptly tell us if a claim is made or a suit is brought. That person
must also send to us or the underlying insurer copies of any notices of
legal papers received concerning the occurrence.
3. Attend hearings and trials
4. Help in securing and giving evidence
5. Help in having witness attend.
6. At our request enforce any right of contribution or indemnity against
any person or organization who may be liable to the Insured, because of
a loss covered under this policy
APPEALS
If the Insured or any underlying insurer elects not to appeal a judgment
which exceeds the underlying or Retained Limit, we may elect to do so.
We shall be responsible for all costs, taxes, expenses and interests on
judgments incidental to the appeal.
WHEN LOSS PAYABLE
The Insured may make claim for payment after the Net Loss has been
determined in excess of:
1. the Required Underlying Limit or
2. the Retained Limit, i-' applicable.
This will be determined after a trial or by written agreement of the
Insured, the claimant and us.
LEGAL ACTION AGAINST US
No legal action may be brought against us:
1. until there has been full compliance with all the terms of this
policy;
2. until:
(a) we agree in writing that the Insured has an obligation to pay,and
(b) the amount of that obligation has been determined by judgment
after trail or written agreement as required in the previous
condition.
No person or organization has any right under this policy to bring us
into any action to determine the liability of an Insured No Insured
can bring us into an action against another party.
Page of 4 of 9
CES 1 (04/93) (04/93)
OTHER INSURANCE
Our coverage is excess over any other insurance. This applies
whether the other insurance is primary, contributing, excess or
contingent If the other insurance provides coverage only in excess of
a stated amount of liability for each occurrence, we shall pay that
part of the Net Loss covered by this policy. In such cases we will
pay only our share. Our share is the proportion that our limit of
liability bears to the total of all limits of all other excess
indemnity policies applicable to the loss.
OUR RIGHT TO RECOVER PAYMENT
1.If we make a payment under this policy, we will share recovery
rights with the Insured and any underlying insurer. If the person to
or for whom payment was made has a right to recover damages from
another we shall be subrogated to that right. That person shall:
(a) do whatever is necessary to enable us to exercise our rights and
(b) shall do nothing after loss to prejudice them.
2.if we make a payment under this policy and the person to or for
whom payment is made recovers damages from another, that person shall
hold in trust for us the proceeds of the recovery. That person shall
reimburse us to the extent of our payment.
3. Recoveries shall be applied
(a) first to reimburse any party (inc!uding the Insured) that may have
been paid any amount in excess of our limit of liability;
(b) then to reimburse us up to the amount paid;
(c) last, to reimburse any interests (including the Insured) that may
have paid any amount either under underlying policies or otherwise.
A different sharing may be made by a written agreement signed by
all
interested parties Any expenses incurred in makings recoveries shall
be shared by interested parties in the ratio of their respective losses.
CHANGES
This policy contains all the agreements between you and us. Its
terms may not be changed or waived except by endorsement issued by
us. If a change requires a premium adjustment. we will adjust the
premium as of the effective date of change.
TRANSFER OF YOUR INTEREST IN THIS POLICY
Your rights and duties under this policy except as provided for
the Sponsoring Organization in this policy may no. be assigned
without our written consent. However, if a Named Insured shown
in the Policy Declarations dies, coverage will be provided until the
end of the policy period for:
1. the surviving spouse if resident in she same household at the
time
of death; or
2. the legal representative of the deceased Insured as if a
Named
insured shown in the Policy Declarations.
IF YOU GO BANKRUPT
Bankruptcy or insolvency of any Insured does not relieve us of any of
our obligations under this policy.
KEEPING REQUIRED UNDERLYING INSURANCE IN FORCE
If you fail to keep Required Underlying policies in force for the
full amount of the Required Underlying Limits, we will not provide
coverage unless and until the amount of all claims resulting from
2 single occurrence exceed the Required
Page 5 of 9
CES 12469 (04/93)
Underlying Limits. If any underlying policy has an
aggregate limit which is not reinstated after a
loss, you must try, within reason, to have
coverage reinstated promptly.
FALSE INFORMATION
If you or someone on your behalf has given us
false information:
1. in he application, or
2. in any other notice regarding
underlying
insurance, we may refuse to make payments under
this policy.
PREMIUM
The Sponsoring Organization is responsible for
the payment of all premiums to us. ALL return
Premiums, if any, will be sent to the Sponsoring
Organization.
NOTICE OF CANCELLATION OR COVERAGE TERMINATION
Cancellation:
(a) The Sponsoring Organization may cancel
the coverage afforded by this policy at any
time. To do so, the Sponsoring Organization
must notify us in advance of the date
cancellation is to take place and return this
policy to us.
(b) We may cancel this policy at any time
by giving the Sponsoring Organization at the
address shown on the Policy Declarations written
notice:
1. at least 10 days in advance of the
date
cancellation is to take effect, if cancellation
is for non-payment of premium, or
2 at least 45 days in advance of the
date cancellation is to take effect for any
reason other than non-payment of premium.
(c) We may deliver any notice of
cancellation instead of mailing it. Proof of
mailing any notice shall be sufficient proof of
notice.
(d) If the policy is cancelled a return
premium may be due. This refund will be promptly
forwarded to the Sponsoring Organization. No
refunds will be made by us to individual Named
Insureds. Should the policy be cancelled at
the request of the Sponsoring Organization,
the amount to be refunded will be computed at
90% of pro-rata. If we cancel the policy, the
return premium will be computed pro-rata
However, making or offering to make the refund
is not a condition of cancellation.
TERMINATION:
Should an individual for ANY reason no longer
qualify as a Named Insured as defined in
the Policy Declarations or other, provisions of
this policy, coverage will cease thirty (30) days
from the date of such termination or the
policy expiration
or
cancellation date whichever comes first. Again,
no refunds will be made by us to individual
Named Insureds.
DEFINITIONS
Bodily Injury means bodily injury, sickness or
disease sustained by a person, including death resulting
from any of these at any time.
Business Activity means any full or part time
gainful employment, trade, profession, or occupation,
other than farming as defined in the policy. Business
activity does not mean part time jobs of Insureds who
are students under the age of 23 or activities which
are ordinarily incident to non-business pursuits
Page 6 of 9
CES 12469 {04/93)
Business property means property on which a business
is conducted and property, or any part of it,
rented to others or held for rental.
Car means a land motor vehicle designed for travel
on public roads or subject to motor vehicle
registration, including trailers, or semi-trailers,
farm tractors, trailers and implements.
Private Passenger Car means a private passenger,
station wagon or jeep type auto or motorcycle.
Your Car means any car or motorcycle owned or hired
by you, or loaned to you.
Farming means agricultural operations or the raising
of animals which produced $2,500 or less in gross
annual revenues.
Insured means:
1. You or any relative;
2. a Any person:
(1) using your car or watercraft, or
(2) having custody of any of your animals.
b. Such person must
(1) have your permission for such use or custody,
and (2) limit the use or custody as you may
require.
3. Any other person or organization. Coverage is only
for the legal responsibility for
acts or omissions of those persons for whom
coverage is afforded above.
Named Insured(s) means individuals who are members of
the group as defined in the Policy Declarations.
Net Loss means the sum actually paid or payable due to
a claim for which the Insured is liable either
by a settlement we agreed to or a final judgment.
Such sums will include proper adjustment for recoveries
and salvage.
Occurrence means:
1. an accident or
2. the continuous or repeated exposure
to
substantially the same conditions
neither expected nor intended by the
insured except to protect persons or
property.
Occupying means in, upon, getting in, on, out or off.
Personal Injury means:
1. bodily injury, shock, mental anguish, mental
injury, sickness or disease, including
death resulting therefrom;
2. injury because of false arrest, detention
or
imprisonment, malicious prosecution,
wrongful entry or eviction, humiliation,
liable, slander, defamation of character or
invasion of privacy.
Policy Period means the time the policy is in effect
Policy Territory means anywhere in the world.
Property Damage means physical injury to or destruction
of tangible property. This includes loss of use of
such property.
Recreational Vehicle means a motorized land vehicle
that: 1. is designed for recreational use of public
roads; and 2. is not subject to motor vehicle
registration.
This includes all terrain vehicles, antique
vehicles, classes or special interest vehicles, dune
buggies, motor homes, replica vehicles, snowmobiles,
motorscooters, trail bikes, mopeds, motorized bikes,
mini-bikes and pedacycles. A golf cart is a recreational
Page 7 of 9
CES 12469 (04/93)
vehicle; except that for the purposes of
underlying insurance, the required underlying limit for
golf carts is equivalent to the required underlying
limit for Homeowners Personal Liability in the Policy
Declarations.
Relative means a person related to you by blood,
marriage or adoption who is a resident of your
household. This includes a ward or foster child. or
other person under the age of 21 who is in your care.
Required Underlying Limit means the minimum limits you
are required to maintain in force for the types of
insurance and exposures described in the Schedule
of Required Underlying Limits in the Policy
Declarations.
Retained Limit means the amount stated in the
Policy Declarations, if underlying insurance does not
cover the occurrence, or an amount applying
to specific
circumstances outlined in Items 3 and 4 of the Limits
of Liability section of the policy.
Sponsoring Organization means the company,
corporation, association, partnership or sole
proprietorship which sponsors and defines the criteria
for qualification as a Named Insured For the
purpose of this policy, the Sponsoring
Organization shall be the agent of the Named
Insured.
Uninsured motor vehicle means a car or motorcycle:
1) For which no liability bond or policy applies at the
time of the occurrence;
2) That is an underinsured motor vehicle.
An
underinsured motor vehicle is a car or motorcycle
for which a bodily injury liability bond or
policy applies at the time of an occurrence but
the amount paid under that bond or policy to an
Insured is not enough to pay the full amount the
Insured is legally entitled to recover as
damages caused by
the
occurrence.
3) For which an insuring or bonding company
denies
coverage or is or becomes insolvent; or
4) That is a hit-and-run vehicle and neither
the
driver nor owner can be identified. The vehicle
must:
(a) hit you or any relative, your car or
a vehicle you or any relative are occupying;
or (b) cause an occurrence resulting in
bodily
injury -c you or any relative without hitting
you, any relative, your car or a vehicle you
or any relative are occupying.
If there is no physical contact with the hit-and-
run vehicle, the facts of the occurrence must be
proved. We will accept only competent evidence
other than the
testimony of a person making claims under this or
any similar coverage.
However, uninsured motor vehicle does not include
any vehicle:
a. Owned or operated by a self-insurer under
any
applicable motor vehicle law except a self-
insurer who is or becomes insolvent and cannot
provide the amounts required by that motor vehicle
law;
b. Owned by a governmental unit or agency;
c. Designed for use mainly off public roads while not
on public roads; or
d. Owned by or furnished or available for the
regular
use of you or any relative.
Page 8 of 9
CES 12469 (04/93)
In Witness Whereof, we have caused this policy
to be executed and attested, and, if required by state
law, this policy shall not be valid unless
countersigned by our authorized representative
Secretary
Chairman
Page 9 of 9
CES 12469 (04/93)
Abelson, Rose Mary Garone, Joseph C.
Amato, Carl Gifford, James R.
Anderson, Terry J. Gilmartin, George F.
Apodaca, Louis Gingery, David W.
Arlotta, Frederick R. Glennan III, Thomas
K.
Armen Jr., Harry Gobler, John F.
Armijo, Deborah Goldberg, Robert M.
Armstrong, Carter M. Goode, Richard D.
Attridge, Kent T. Goodyear, William G.
Auffrey, Lawrence A. Gordan, Barry
Babb, Steven C. Granata, Arthur J.
Babich, Nicholas G. Graves Jr., Harry
M.
Ball, John J. Gregor, Richard J.
Battaglia, Richard S. Grieves, Richard
W.
Battaglia, Vincent J. Griothe, Robert N.
Beach, Melody J. Guma Jr., Anthony
C.
Beard, David C. Gunter, Richard R.
Belfils, Kurt E. Haas, Dr. Gerald
N.
Belmont, John Halloran, Edward
G.
Bernard, Thomas W. Harmon, Gordon V.
Bercier, Russell J. Harris, Herbert
F.
Bernardo, Dom M. Head, Barry
Blancett, David A. Hernandez, Christopher
M.
Blyseth, Martin C. Higgins, Robert F.
Boudreaux III, Numa Hines, Michael L.
Bowman, Larry L. Hoppe, David R.
Broto, Robert M. Horn, Leroy F.
Brown, Howard Lowell Horner, Lawrence E.
Buck, Lawrence A. Howell, Eric B.
Bughman, Edward G. Hunt, Brian L.
Burton, Dale E. Janiesch, Henry
Busch, Carl J. Jordan, Gregory W.
Byrne, James E. Katz, Michael P.
Cagnazzi, Joseph M. Kazan, Elliot C.
Christensen, Mark J. Keller Jr., Robert
D.
Ciminera, Michael V. Kent Jr., J. Gaston
Cockroft, Daniel S. Kozak, Michael J.
Consdorf, Jeffrey Kwong, Stanley W.
Cool, Christopher B. Landers, Thomas E.
Costello, Joseph O. Lange, Richard A.
Craven Jr., Robert J. Langietti, Ronald
J.
Dasal, Ramon P. Lapins, Maris
Davis, Robert C. Lawrence, Gerard M.
Davis, Thomas C. Leahy, Michael V.
Di Marzo, Pasquale Lennon, Michael
Dogaer, Frank J. Lepoint, William R.
Dutka, Gerald L. Lindsay, Donald
Dyson, Norman L. Lippon, Frank C.
Eakin, Donald R. Liu, Dr. Yu Ping
Eckroth Jr., Joseph F. Llinares, Richard
M.
Ensor, John R. Lloyd, Patrick F.
Faeth, George F. Lowe, William H.
Farrell, Timothy M. Mac Kenzie, Alan
S.
Feldman, Mark Major, Michael G.
Fera, Peter Marquis, Roland P.
Frankenberger Jr., Charles E. Mars, Kenneth L.
Freeze, C. Douglas Marxen, Frank W.
Freibert, George J. Matter, Terrence
K.
Mattern, Richard W. Stappaerts, Dr. Eddy
A.
Mc Cabe, John J. Stark, John C.
Mc Cabe, John M. Stewart, Howard L.
Mc Connell, William Stopper, Joseph
P.
Mc Coy, Ira J. Sutton, Robert
D.
Mc Kinley Jr., Dr. Howard L. Swenson Jr., Stanley
R.
Meehan, Robert Swift, Malcolm S.
Mennona, Pasquale V. Tartas, Theophilios
F.
Mercier, Jean E. Taylor, Charles E.
Michaelsen, John D. Taylor, Dana H.
Michelon, Lawrence J. Thomas Jr., Robert W.
Mihelich, Robert B. Thompson Jr., John B.
Milburn, Richard A. Timmerman, Steven D.
Moghe, Sanjay S. Tisone, Patricia A.
Montana, Roy Tomita, Charles Y.
Moynes, John F. Tomlinson, George F.
Mullan, John H. Tomlinson, Thomas W.
Muller, Owen B. Tucker, Mark A.
Myers, Steven R. Underhill, Richard A.
Newman, Burton A. Urbanski, John
Newquist, Lance G. Uzemeck, Alec M.
Nool, James C. Van Weele, Alan P.
Ober II, William T. Vance, Richard M.
Olinger, Eugene Weil Jr., David S.
Olson Jr., Jarvis L. Weir, Thomas J.
Olson, David H. Werkheiser, David
W.
Ostermann, Louis E. Wes, James A.
Petty, Raymond West, G. Allen
Phillips, Thomas E. Wickman, Douglas
V.
Pickett, George E. Williams, Charles
T.
Piscitelli, Nataline F. Williams, Roger B.
Plancon, Paul A. Williams, Thomas
L.
Pozza, Scott J. Wilson, Patrick J.
Prueter, Michael R. Wolff, Georgetta
A.
Quandt, Harry A. Wood, Douglas E.
Renshaw, Ramon D. Wooler, Dr. Peter
T.
Rhoades, Mark A. Yates, Victor J.
Roehrig, Gary P. Young, Raymond F.
Romano, Dennis G. Zottoli, Robert
Root, Steven J.
Roth, Alan
Sachs, Edward P.
Salmon, Ernest P.
Samford, Lester L.
Sancer, Dr. Maurice I.
Sanford, James L.
Schutte, Robert J.
Serio, Gary F.
Shea, Richard D.
Shelman, Thomas
Siconolfi, Paul R.
Sims, James M.
Sloan, Steven A.
Smith, George W.
Soloway, Richard S.
Sowa, Kurt A.
Sperling, Harris
Spira, Vicki E.
Abbott, Richard I. Mc Millan, William
J.
Anderson, Herbert W. Mc Niff, Gerald J.
Arthurs, Thomas Desmond Mendell, Robert W.
Baker, Dr. W. Dean Miller, Mark F.
Barry, Patrick E. Molleur, Richard R.
Bavitz, Paul Montgomery, Monte
D.
Berchtold, Kenneth J. Movius, Stephen C.
Beroiz, Denny J. Mroz, Mitchell D.
Bonkowski, Steven Mulderig, Joseph P.
Boyer, Brian E. Muller Jr., Charles
F.
Brackney, William O. Myers, Albert F.
Braga, Gerald A. Myers, Robert G.
Breitfeller, John F. Nelson, Robert E.
Broomall, Vernon H. Odum, Richard F.
Brown, Gary L. Packard, Jan R.
Cantafio, Anthony W. Parker, Margo B.
Carrier III, William D. Parsons, Lawrence D.
Carrier Jr., Louis M. Peterson, Shirley V.
Cincotta, Eugene A. Phillips, John C.
Clark Jr., Martin F. Porter, Biggs C.
Coco, Paul J. Rheinlander, Thomas
W.
Coles, Robert J. Rice, Dr. Dennis K.
Crosby Jr., Ralph D. Roche, Dr. James G.
Dandridge, Martin E. Ross, David A.
De Iasi, Dr. Richard J. Rubenstein,
Lawrence
De Stefano, Vincent G. Rumbaugh, Michael
G.
Diaz, Jorge H. Ryder, John V.
Edwards Jr., James J. Schaum, Craig O.
Elkin, Marvin Schwarz, Robert E.
Ficarra, Molly A. Seymour, Scott J.
Foley, Edward D. Silverstein, Robert
L.
Frankenberg, Henry Simpson, John L.
Gibbs Jr., Nelson F. Smith Jr., Wylie B.
Grady, Arthur L. Snow Jr., Murray
Haise Jr., Fred W. Soikkeli, Robert
J.
Hanlon III, Daniel E. Solberg, Wallace
C.
Hanson, Stanley C. St. Germain, Robert
P.
Harris, Clifford P. Steele, Stuart A.
Harrison, John E. Stevens, Lynn H.
Hateley, J. Michael Stout, Wesley R.
Hatten, Donald E. Tackabury, Paul D.
Helm, Robert W. Terry, William B.
Holcombe, Pierson J. Thompson, Fred L.
Hoover, Jim C. Vernor, Lawrence
Hutter, Christopher P. Wachino, William
James, William J. Waugh Jr., Richard
B.
Johnson, James C. Weiss, Dr. Max T.
Johnson, Nils E. Whitehead, Robin S.
Jones Jr., Charles L. Williams, Gordon L.
Kaufold, Mark A. Wilson Jr., Joseph
Kresa, Kent Wulf, Robert E.
Kump, Donald H. Yslas, Stephen D.
Lawler, William H. Zakrzeski, Alexander
Lawson, Anthony E. Zehner, Thomas H.
Mayhew, Bruce F.
Mc Cann, James K.
Mc Connell, James A.
Mc Hugh Jr., Marion E.
RATE AND PREMIUM SCHEDULE
Rate per Participant Policy Limit No. of
Participants
TotaI Premium
$275.00 $2,000,000.00 213 $ 58.575.00
$450.00 $5,000,000.00 112 $ 50,400.00
$108,975.00
The total premium for this policy is $108,975.00
May 1, 1996
Six Month Update
At six months into the policy period, and at renewaI, the name and
address Iisting of participants shouId be updated and furnished to
CNA Excess & Select . The appropriate premium adjustment wiII be
made annualIy.
Al l other terms and conditions remain unchanged.
SERVICE OF SUIT CLAUSE
It is agreed that in the event of the failure of the Company to pay
any amount claimed to be due hereunder, the company, at the request
of the Named Insured, will submit to the jurisdiction of any court
of competent jurisdiction within the United States of America, and
will comply with all requirements necessary, to give such court the
jurisdiction and all matters arising hereunder shall be determined
in accordance with the law and practice of such court.
It is further agreed that service of process in such suit may be
made
upon Martin Haber, Vice President and General Counsel c/o The
Buckeye Union Insurance Company, 180 Maiden Lane, New York, New York
10038 and that in any suit instituted against the Company upon this
policy the Company will abide by the final decision of such court or
of any appellate court in the event of an appeal.
The above Named is authorized and directed to accept service of
process on behalf of the Company in any such suit and/or upon the
request of the Named Insured to give a written undertaking to the
Named Insured that it will enter a general appearance upon the
Company's behalf in the event such a suit shall be instituted.
Further, pursuant to any statute of any state, territory, or
district of the United States of America, which makes provision
therefor, the Company hereby designates the Superintendent,
Commissioner or Director of Insurance or other Officer specified for
that purpose in the statute or his successor or successors in
office, as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by
or on behalf of the Named Insured or any beneficiary hereunder
arising out of this contract of insurance, and hereby designate the
above named as the person to whom the said officer is authorized to
mail such process or a true copy thereof.
DIRECTORS AND OFFICERS LIABILITY EXCLUSION
As respects "What We Do Not Cover", Exclusion 5, page 2 of 9, is
amended to read as follows:
We do not provide coverage for:
5. Personal Injury or Property Damage resulting from any act or
failure to act by any Insured as a director or officer of any
organization. FOLLOWING FORM ENDORSEMENT
In considerarion of the premium charged, it is understood and
agreed that the coverage under
GPE 002253 will apply in so far as coverage is afforded by
primary comprehensive liability insurance.
All other terms and conditions remain unchanged.
-19-
Exhibit 10(r)
AMENDED AND RESTATED
SPECIAL SEVERANCE PAY AGREEMENT
The Special Severance Pay Agreement entered into as of the
25th day of February, 1994 by and between Northrop Corporation, a
Delaware corporation, name changed to Northrop Grumman
Corporation (the "Company") and (the
"Employee"), in consideration of the mutual benefits to be
obtained from the amendments thereto contained herein, is hereby
amended and, as so amended, is restated for convenience of
reference and as so amended and restated is the "Agreement."
RECITALS
Employee is a key member of the Company's management team
and has been designated by the Compensation and Management
Development Committee (the "Committee") of the Board of Directors
(the "Board") of the Company as a key employee to whom the
protection of the Company's Special Severance Pay Plan (the
"Plan") are extended. The purpose of the Plan is to reinforce
and encourage the continued attention and dedication of employees
like Employee to their assigned duties without distraction in the
face of the potentially disturbing circumstances that arise from
the possibility of a change in control of the Company.
NOW, THEREFORE, in consideration of the mutual benefits to
be derived from this Agreement, including the continued
employment and rendition of services by Employee, it is agreed as
follows:
1. Company's Right to Terminate. No provision
contained herein shall affect the Company's ability to
terminate Employee's employment at any time, with or
without cause. Nothing in this Agreement shall in any
way require the Company to provide any Benefits prior
to a change in Control nor shall this Agreement ever be
construed in any way as establishing any policies or
requirements for severance benefits for Employee if he
terminates employment with the Company prior to a
change in control
2. Change in Control. Benefits provided herein shall
be payable only in the event there shall have occurred
a "Change in Control" as defined below, and Employee's
employment by the Company shall thereafter have been
terminated in accordance with Section 3 below. Each
event constituting a "Change in Control" as defined
below shall be considered a separate "Change in
Control" entitling Employee to the Benefits provided
herein if his employment by the Company shall have been
terminated in accordance with Section 3 below following
such "Change in Control." For purposes of this
Agreement a "Change in Control" shall be deemed to have
occurred if (i) there shall be consummated (x) any
consolidation or merger of the Company in which (A) the
Company is not the continuing or surviving corporation,
other than a merger in which the holders of the Common
Stock of the Company immediately prior to the merger
have the same proportionate ownership of common stock
of the surviving corporation immediately after the
merger, or (B) the Common Stock of the Company
outstanding immediately prior to the merger would
amount to less than 50% of the common stock of the
surviving corporation outstanding immediately after the
merger or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the
assets of the Company, or (ii) the stockholders of the
Company approve a plan or proposal for the liquidation
or dissolution of the Company, or (iii) any "person"
(as defined in Sections 13(d) and 14(d) of the
Securities Exchange act of 1934, as amended (the
"Exchange Act"), but not including any trust
established pursuant to an employee benefit plan of the
Company, shall become the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of fifteen percent or more of the
Company's outstanding Common Stock, or (iv) during any
period of two consecutive years, a majority of the
directors of the Company shall cease to be "Continuing
Directors," as defined below. As used herein,
"Continuing Director" shall mean a person who was a
director of the Company at the beginning of any
specified two-year period and any person whose election
or nomination as a director during such period was
approved by two-thirds of the then Continuing
Directors.
3. Termination Following Change in Control. In the
event a Change in Control shall have occurred, Employee
shall be entitled to the Benefits provided in Section 4
hereof upon any termination of his employment with the
Company within the 30-month period following such
Change in Control except a termination of employment
(a) because of his death, (b) by the Company for
"Cause" or "Disability" or (c) by him other than for
"Good Reason."
(i) Disability. For the purposes of this
Agreement only, and for no other benefit program or
policy of the Company, termination for "Disability"
shall mean termination of Employee's employment because
of his absence from duties with the Company on a full-
time basis for 130 consecutive business days, as a
result of incapacity due to physical or mental illness,
unless he shall have returned to the full-time
performance of his duties within 30 days after "Notice
of Termination" (as described in (iv) below) is given
in connection with such absence.
(ii) Cause. Termination by the Company of
Employee's employment for "Cause" shall mean
termination within the 30-month period following a
Change in Control by reason of:
(A) the willful and continued failure
by Employee to substantially perform his duties
with the Company (other than any such failure
resulting from his incapacity due to physical or
mental illness), for a period of 30 or more days
after a written demand for substantial performance
is delivered to him by the Chief Executive Officer
(the "Officer") of the Company or the Committee,
which demand specifically identifies the manner in
which such Officer or the Committee believes that
Employee has not substantially performed his
duties.
(B) the willful engaging by Employee in
misconduct which is materially injurious to the
Company, monetarily or otherwise. For purposes of
this paragraph, no act, or failure to act, on
Employee's part shall be considered "willful"
unless done, or omitted to be done, by Employee
not in good faith and without reasonable belief
that his action or omission was not opposed to the
best interest of the Company.
Notwithstanding the foregoing, Employee shall not
be deemed to have been terminated for Cause unless and
until there shall have been delivered to Employee a
copy of a Notice of Termination from the Officer or the
Committee after reasonable notice to Employee and an
opportunity for him, together with his counsel, to be
heard before the Committee (or, if there be no such
Committee or such Committee delivers the Notice of
Termination, the Board), finding that, in the good
faith opinion of such Committee (or the Board), he was
guilty of conduct set forth above in clauses (A) or (B)
of the first sentence of this paragraph (ii) and
specifying the particulars thereof in detail.
(iii) Good Reason. Termination by Employee of his
employment for "Good Reason" shall mean the termination by
Employee of his employment within the 30-month period
following a Change in Control:
(A) if within the 30-month period following a
Change in Control, the Company reduces Employee's base
salary in effect immediately prior to the Change in
Control or as increased from time to time thereafter.
(B) if within the 30-month period following a
Change in Control, the Company, without the express
written consent of the Employee, requires Employee to
report to a location or be relocated anywhere in excess
of one hundred (100) miles of his present office
location, except for required travel on the Company's
business to an extent substantially consistent with his
present business travel obligations.
(C) if within the 30-month period following a
Change in Control, the Company has failed to maintain
in force plans providing benefits at least as
beneficial as, or substantially equivalent to, those
provided by any benefit or compensation plan,
retirement or pension plan, stock option plan, life
insurance plan, health and accident plan or disability
plan in which Employee is participating at the time of
a Change in Control or if the Company has taken any
action which would adversely affect Employee's
participation in or materially reduce Employee's
benefits under any of such plans or deprive him of any
material fringe benefit (without substituting a fringe
benefit substantially equivalent to such benefit)
enjoyed by him at the time of the Change in Control, or
if the Company fails to provide him with the number of
paid vacation days to which he would be entitled in
accordance with the Company's normal vacation policy in
effect at the time of the Change in Control.
(D) if within the 30-month period following a
Change in Control, the Company materially reduces
Employee's title, job authorities or responsibilities
in effect immediately prior to the Change in Control.
(E) if within the 30-month period following a
Change in Control, the Company fails to obtain the
assumption of the obligations contained in this
Agreement by any successor as contemplated in Section 5
hereof.
(F) if within the 30-month period following a
Change in Control, the Company purports to terminate
Employee's employment in a manner which is not effected
pursuant to a Notice of Termination satisfying the
requirements of paragraph (iv) below (and, if
applicable, paragraph (ii) above); and for purposes of
this Agreement, no such purported termination shall be
effective.
A termination of employment by Employee within the 30-month
period following a Change in Control shall be for Good
Reason if one of the occurrences specified in this paragraph
(iii) shall have occurred, notwithstanding that Employee may
have other reasons for terminating employment, including
employment by another employer which Employee desires to
accept.
(v) Date of Termination. "Date of Termination" shall mean:
(A) If Employee's employment is terminated for
Disability, thirty (30) days after Notice of
Termination is given (provided that Employee shall not
have returned to the performance of his duties on a
full-time basis during such thirty (30) day period),
(B) if Employee's employment is terminated
pursuant to paragraph (ii) above, the date on which the
Notice of Termination is given,
(C) if Employee's employment is terminated by the
Company for any other reason, the date on which a
Notice of Termination is given; provided that if within
thirty (30) days after any Notice of Termination is
given Employee notifies the Company that a dispute
exists concerning the termination, the Date of
Termination shall be the date on which such Notice of
Termination is given or the date on which the dispute
is finally determined, either by mutual written
agreement of the parties, or by a final judgment, order
or decree of a court of competent jurisdiction,
whichever shall provide Employee with the greater
dollar value of Benefits hereunder, and
(D) if Employee terminates his employment for
Good Reason, the date on which the Company receives
notice from Employee of such termination.
4. Certain Benefits Upon Termination. If, within the
30-month period following a Change in Control,
Employee's employment by the Company shall be
terminated (a) by the Company other than for Cause or
Disability or (b) by Employee for Good Reason, Employee
shall be entitled to each of the "Benefits" provided
below:
(i) the Company shall pay Employee: (a) his full
base salary through the Date of Termination, at the
rate in effect at the time Notice of Termination is
given, and (b) an additional amount representing the
prorated portion of any additional compensation for
which the employee would be eligible, but for his
termination, under any cash bonus or incentive
compensation plan maintained by the Company and
applicable to the period in which Employee's
termination occurs. The amount referred to under (b)
shall be determined by multiplying (A) the amount of
all such cash bonus or incentive compensation payments
made to Employee in respect of the last full calendar
year preceding Employee's termination, by (B) a
fraction representing the number of weeks elapsed from
the end of such calendar year to the Date of
Termination, divided by 52.
(ii) the Company shall pay as severance pay to
Employee after the Date of Termination, an amount equal
to 2.99 times Employee's full Base Amount as defined in
Section 280G of the Internal Revenue Code of 1986, as
amended (the Code), and the regulations adopted
thereunder in effect from time to time. Such severance
pay shall be paid to Employee in a cash lump sum within
30 days following the Date of Termination.
(iii) for a period not to exceed thirty-six (36)
months the Company shall, at its expense, arrange to
provide Employee with medical, dental and life
insurance benefits substantially similar to those which
Employee was receiving immediately prior to the Change
in Control or, if greater, those which Employee was
receiving on his Date of Termination. Notwithstanding
the foregoing, the Company shall not provide any
benefit otherwise receivable by Employee pursuant to
this Section 4(iii) to the extent that a substantially
similar benefit is actually received by Employee from a
subsequent employer during such period, and any such
benefit actually received by Employee shall be reported
to the Company.
(iv) the Company shall pay to Employee all
deferred and accrued bonus and vacation pay to which he
is entitled under the terms of the Company's pay
policies as in effect immediately prior to the Change
in Control or, if it results in greater vacation pay,
as in effect on Employee's Date of Termination.
Employee shall not be required to mitigate the amount of any
payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment
provided for in this Section 4 be reduced by any compensation
earned by Employee as the result of employment by another
employer after the Date of Termination, or otherwise.
Anything in this Agreement to the contrary notwithstanding, in
the event that the amount of any "parachute payments" provided to
Employee under this Agreement, when added to any other "parachute
payments" which Employee is entitled to receive from the Company,
would constitute an "excess parachute payment," such payments or
benefits should be reduced to the minimum extent necessary so
that no such amount payable or benefit provided to the Employee
shall constitute an "excess parachute payment"; provided,
however, that no such reduction shall be made if the net after-
tax benefit (after taking into account Federal, State, local or
other income and excise taxes) to the Employee as the result of
such payments or benefits without such reduction would exceed the
net after-tax benefit (taking all such taxes into account) to the
Employee of such payments or benefits if such reduction were
made. As used herein, the terms "parachute payment" and "excess
parachute payment" have the meaning set forth in Section 280G of
the Internal Revenue Code of 1986, as amended. If any payments
or benefits must be reduced by reason of this paragraph, such
reduction shall be made in the order and manner determined by
Employee, as soon as administratively practicable following
Notice of Termination.
5. Successors, Binding Agreement. The Company may amend or
terminate this Agreement by action of a majority of its
Continuing Directors (as defined in Section 2 hereof) at any
time prior to a Change in Control. In any event, this
Agreement shall terminate on the fifth (5th) anniversary
hereof unless a Change in Control has occurred. The Company
expressly waives any right to amend or terminate this
Agreement following a Change in Control and the Company
acknowledges that Employee shall have a binding and
irrevocable right to the Benefits set forth hereunder in the
event of a Change in Control. Any purported termination of
this Agreement following a Change in Control shall be
ineffective, and Employee shall not lose any right hereunder
for failing to contest such a purported termination.
(i) The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or
otherwise)to all or substantially all of the business and/or
assets of the Company, to expressly assume and agree to
honor this Agreement in the same manner and to the same
extent that the Company would be required to so honor if no
such succession had taken place. Failure of the Company to
obtain such agreement prior to the effectiveness of any such
succession shall be a violation of this Agreement and shall
entitle Employee to Benefits from the Company or such
successor in the same amount and on the same terms as
Employee would be entitle hereunder if he terminated his
employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall
mean the Company hereinbefore defined and any successor to
its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this paragraph 5 or
which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. The
Company shall promptly notify Employee of any succession by
purchase, merger, consolidation or otherwise to all or
substantially all the business and/or assets of the Company
and shall state whether or not the successor has executed
the agreement required by this paragraph (i) and, if so,
shall make a copy of such agreement available to Employee.
(ii) This Agreement shall inure to the benefit of and be
enforceable by Employee and his personal or legal
representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Employee
should die while any amount would still be payable to him
hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to his devisee,
legatee or other designee or, if there be no such designee,
to his estate.
(iii) The Company expressly acknowledges and agrees that
Employee shall have a contractual right to the Benefits
provided hereunder, and the Company expressly waives any
ability, if possible, to deny liability for any breach of
its contractual commitment hereunder upon the grounds of
lack of consideration, accord and satisfaction or any other
defense. In any dispute arising after a Change in Control
as to whether Employee is entitled to Benefits under this
Agreement, there shall be a presumption that Employee is
entitled to such Benefits and the burden of proving
otherwise shall be on the Company.
(iv) All Benefits to be provided hereunder shall be in
addition to any pension, disability, worker's compensation,
other Company benefit plan distribution, unpaid vacation or
other unpaid benefits that Employee has at his Date of
Termination.
6. Notice. For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by certified or registered mail, return
receipt requested, postage prepaid, addressed: (i) if to
Employee, to his latest address as reflected on the records
of the Company, and if to Company: Northrop Corporation,
1840 Century Park East, Los Angeles, California 90067, Attn:
President, or to such other address as Company may furnish
to Employee in writing with specific reference to this
Agreement and the importance of the notice, except that
notice of change of address shall be effective only upon
receipt.
7. Miscellaneous. After a Change in Control, no rights of
Employee under this Agreement may be released, modified,
waived or discharged by Employee unless such release,
waiver, modification, or discharge is agreed to in writing
signed by Employee and a licensed attorney-at-law
representing Employee. No failure to enforce or waiver by
Employee at any time of any breach by the Company of, or
noncompliance with, any condition or provision of this
Agreement to be performed by the Company shall be deemed a
waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. This Agreement
shall not supersede or in any way limit the rights, duties
or obligations Employee may have under any other written
agreement with the Company. The Company expressly waives
any right to deny liability hereunder on the basis that
Employee failed to submit a claim on a timely basis. The
validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of
California.
8. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
IN WITNESS WHEREOF, as of July , 1995 the parties have
executed this Agreement amending and restating the Special
Severance Pay Agreement originally dated as of February 25, 1994.
ATTEST: Northrop Grumman Corporation
__________________________ By_______________________
__________________________ ________________________
Employee
Exhibit 10(s)
EMPLOYMENT AGREEMENT
This Agreement is entered into effective January 1, 1996, by and
between Northrop Grumman Corporation, a Delaware corporation
("Northrop Grumman"), and Gordon L. Williams ("Mr. Williams"), an
individual residing in Texas.
WHEREAS, Mr. Williams is currently employed by Northrop Grumman,
the parent and successor in interest to Vought Aircraft Company
("Vought") as the Vice President and General Manager of Northrop
Grumman's Commercial Aircraft Division; and
WHEREAS, Mr. Williams currently has in effect an employment
agreement with Vought ("Vought Agreement") which expires on
January 1, 1996; and
WHEREAS, Northrop Grumman wishes to continue to employ Mr.
Williams and Mr. Williams desires to continue to be employed by
Northrop Grumman on and after January 1, 1996 upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, it is agreed as follows:
1. Employment
Northrop Grumman hereby offers to continue to employ Mr.
Williams as Vice President and General Manager of its
Commercial Aircraft Division on and after January 1, 1996,
and Mr. Williams hereby accepts such continued employment by
Northrop Grumman, upon the terms and conditions herein set
forth.
2. Term
The term of this Agreement shall commence as of January 1,
1996, and shall expire on August 1, 1997, unless sooner
terminated as hereinafter set forth in Section 6, below. If
this Agreement is not terminated pursuant to Section 6, it
is the intent of the parties that Mr. Williams retire from
employment with Northrop Grumman effective August 1, 1997.
3. Duties
Mr. Williams will, during the term hereof:
(a) Faithfully and diligently do and perform all such
acts and duties and furnish such services as the Chief
Executive Officer of Northrop Grumman (the "CEO") or
the Board of Directors of Northrop Grumman (the
"Board") shall direct, and do and perform all acts in
the ordinary course of Northrop Grumman's business
(within such limits as the CEO or the Board may
prescribe) necessary and conducive to Northrop
Grumman's best interest; and
(b) Devote his full time, energy and skill to the
business of Northrop Grumman and to the promotion of
Northrop Grumman's best interests, except for vacations
and absences made necessary because of illness.
4. Compensation
(a) Subject to the provisions of Section 6 below,
Northrop Grumman shall pay to Mr. Williams for all
services to be performed by him during the term of this
Agreement a fixed salary at the rate of $420,000 per
annum, payable in periodic payments in accordance with
Northrop Grumman's practices for other executive and
managerial employees, as such practices may be
determined from time to time.
(b) Under the terms of the Vought Agreement, Mr.
Williams' annual salary and/or bonus is offset by
amounts he receives from an annuity purchased by Vought
and Northrop Grumman under the Vought Aircraft
Supplemental Executive Retirement Plan ("SERP"). Mr.
Williams shall continue to be a participant in SERP (or
any successor or replacement plan with substantially
identical benefits). However, there shall be no such
offset from the salary payable to Mr. Williams starting
January 1, 1996 pursuant to the terms of this
Agreement. No further purchase of annuities to
recognize additional accrual of retirement benefits
beyond 1994 will be made until August 1, 1997.
(c) Mr. Williams shall be a participant in Northrop
Grumman's Incentive Compensation Plan or any successor
or replacement plan. Mr. Williams shall be assigned a
target bonus level of 55% of his annual base salary
with customary adjustments for individual and unit
performance pursuant to the terms of the Incentive
Compensation Plan.
(d) Mr. Williams shall receive a grant of 8,000 shares
of restricted Northrop Grumman stock pursuant to the
terms of the 1993 Long-Term Stock Incentive Plan.
Vesting of those shares shall be as follows: 3,000 of
these shares shall vest as of February 16, 1996, and
the remaining 5,000 shares shall vest as of August 1,
1997. Vesting shall be contingent upon Mr. Williams
remaining employed by Northrop Grumman as of the
relevant vesting date.
(e) Mr. Williams shall be paid a one-time bonus of
$50,000, with this amount to be paid to him no later
than January 12, 1996.
(f) Northrop Grumman agrees that, unless this
Agreement is terminated pursuant to paragraph 6(b)
below, for the purposes of SERP the Average Monthly
Compensation as defined in SERP shall not be less than
$66,666.67.
(g) All compensation payments to Mr. Williams pursuant
to this Agreement shall be subject to such deductions
as may be required to be made pursuant to law,
government regulation or order, or by agreement with,
or consent of, Mr. Williams.
5. Fringe Benefits and Perquisites
Mr. Williams shall be eligible to participate in the fringe
benefit plans and perquisites normally available to Northrop
Grumman Vice Presidents of comparable status, in accordance
with each plan's rules of eligibility. These benefits and
perquisites are subject to change by Northrop Grumman during
the term of this Agreement during the course of Northrop
Grumman's regular review of its fringe benefit plans and
perquisites applicable to other officers.
6. Termination of Employment
(a) Voluntary Termination by Mr. Williams
Mr. Williams shall have the right to voluntarily
terminate his employment with Northrop Grumman at any
time. In such event, Mr. Williams shall not be
entitled to any further benefits under this Agreement
after the date of his voluntary termination of
employment, including, but not limited to, any
continuation of base salary, bonus awards or other
perquisites and unvested stock awards.
(b) Termination by Northrop Grumman for Certain Specified
Reasons
Notwithstanding any other provision of this
Agreement to the contrary, Northrop Grumman shall have
the right to terminate Mr. Williams' employment for (i)
the willful and continued failure by Mr. Williams to
perform substantially the duties of his position, (ii)
the willful engaging by Mr. Williams in conduct which
is demonstrably injurious to Northrop Grumman,
monetarily or otherwise; or (iii) gross negligence in
performing his job duties. In such event, Mr. Williams
shall not be entitled to any further benefits under
this Agreement after the date of such termination,
including, but not limited to, any continuation of base
salary, bonus awards or other perquisites and unvested
stock awards.
(c) Termination by Northrop Grumman for Other Reasons
Notwithstanding any other provision of this
Agreement to the contrary, Northrop Grumman shall have
the right, in its sole discretion, to terminate Mr.
Williams' employment, with or without cause, for
reasons other than those specified in Section 6(b)
above. In such event, Mr. Williams shall immediately
be paid all sums due as of the date of termination.
Northrop Grumman shall also continue to pay Mr.
Williams his base salary as of the date of his
termination on a monthly basis, with such monthly
payments to terminate as of August 1, 1997. Mr.
Williams shall be eligible for consideration for a pro
rata bonus for work performed by him in the year in
which the termination occurs. Any such pro rata bonus
will be paid by February 15 in the succeeding calendar
year. In addition, Northrop Grumman's management shall
recommend to the Board the accelerated vesting of a pro
rata portion of Mr. Williams' unvested shares under the
Long-Term Stock Incentive Plan.
These arrangements constitute full compensation
for Mr. Williams' loss of any salary, bonuses, stock
options, fringe benefits and other employment rights
and benefits as a result of a termination pursuant to
this Section 6(c). Mr. Williams agrees that his sole
claim for any losses or damages arising out of any such
termination shall be for the recovery of benefits
enumerated in this Section 6(c), and Mr. Williams
hereby waives his rights to any and all other remedies
at law or equity.
(d) Termination Upon Disability
In the event that Mr. Williams becomes permanently
disabled during the term of this Agreement, this
Agreement shall automatically terminate, but Mr.
Williams shall be entitled to the same benefits
accorded to other disabled senior executives of
Northrop Grumman, including long-term disability
insurance plan benefits. Mr. Williams shall be
eligible for consideration for a pro rata bonus for
work performed by him in the year in which the
disability occurs. Any such pro rata bonus will be
paid by February 15 in the succeeding calendar year.
In addition, Northrop Grumman's management shall
recommend to the Board the accelerated vesting of a pro
rata portion of Mr. Williams' unvested shares under the
Long-Term Stock Incentive Plan.
(e) Termination Upon Death of Mr. Williams
In the event that Mr. Williams dies during the
term of this Agreement, this Agreement shall
automatically terminate, but Mr. Williams' estate or
designated beneficiary shall be entitled to receive
payments pursuant to Mr. Williams' life insurance
benefits, any base salary payments earned but not
received by Mr. Williams prior to the date of his
death, and any other benefits provided in accordance
with other plans of Northrop Grumman to which Mr.
Williams would have been entitled. Mr. Williams shall
be eligible for consideration for a pro rata bonus for
work performed by him in the year in which death
occurs. Any such pro rata bonus will be paid by
February 15 in the succeeding calendar year. In
addition, Northrop Grumman's management shall recommend
to the Board the accelerated vesting of a pro rata
portion of Mr. Williams' unvested shares under the Long-
Term Stock Incentive Plan.
(f) Nothing in (a) through (e) above, shall affect the
rights and benefits Mr. Williams, his estate or
designated beneficiaries would otherwise be entitled to
if this Agreement were not in force and effect.
Further, if this Agreement is terminated pursuant to
(a) through (e) above, participation in the Vought
Aircraft Salaried Health Care Plan (or any successor or
replacement plan) as amended from time to time, shall
be continued for the remainder of the lives of Mr.
Williams and his legally recognized spouse on the
effective date of this Agreement.
7. Complete Agreement
This Agreement represents the complete agreement and
understanding between Northrop Grumman and Mr. Williams
pertaining to the subject matter contained herein, and
supersedes all prior agreements or understandings, written
or oral, between the parties with respect to such subject
matter as of its effective date.
8. Amendment or Modification; Waiver
No provision of this Agreement may be amended or waived
unless such amendment or waiver is agreed to in writing,
signed by Mr. Williams and by a duly authorized officer of
Northrop Grumman. No waiver by any party hereto of any
breach by another party hereto of any condition or provision
of this Agreement to be performed by such other party shall
be deemed a waiver of a similar or dissimilar condition or
provision at the same time or any prior or subsequent time.
9. Arbitration
Any dispute arising out of or concerning Mr. Williams'
employment with Northrop Grumman, including, but not limited
to, disputes concerning the termination of such employment
or the interpretation of this Agreement, shall be resolved
by final and binding arbitration to be conducted in Dallas,
Texas, under rules of the American Arbitration Association
using a single arbitrator. The parties shall each pay one-
half the cost of the arbitrator but otherwise shall bear
their own expenses and attorney's fees. The arbitrator
shall have no authority to award punitive damages to either
party.
10. Severability
In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any
reason, the remaining provisions or portions of the
Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by
law.
11. Assignment
This Agreement is personal to Mr. Williams and shall not be
assigned by him. Northrop Grumman may assign this Agreement
without Mr. Williams' consent to any other entity succeeding
to all or substantially all of the assets or business of
Northrop Grumman, whether by merger, consolidation,
acquisition or otherwise. This Agreement shall be binding
upon Northrop Grumman, its successors and permitted assigns,
and Mr. Williams.
12. Applicable Law
This Agreement shall be construed and enforced in accordance
with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement on
________________, ______________, 1995.
GORDON L. WILLIAMS NORTHROP GRUMMAN CORPORATION
______________________________ By:
__________________________________
Marvin Elkin
Corporate Vice President and
Chief
Human Resources and
Administrative
Officer
Exhibit 10(t)
Northrop Grumman Corporation
EXECUTIVE DEFERRED COMPENSATION PLAN
1. Purpose.
The purpose of the Plan is to provide an arrangement whereby
executives can elect to defer receipt of compensation for which a
deduction to the Corporation would otherwise be disallowed for
federal income tax purposes under Section 162(m) of the Internal
Revenue Code of 1986, as amended ("Code").
2. Definitions.
(a) "Committee" is the Compensation and Management
Development Committee (or its successor) of the Board of
Directors of Northrop Grumman Corporation.
(b) "Company" means Northrop Grumman Corporation and any of
its subsidiaries or affiliates.
(c) "Compensation" means salary and other items of
includible compensation paid to a Participant from the Company
for a calendar year.
(d) "Corporation" means Northrop Grumman Corporation.
(e) "Disability" means a permanent and total disability for
which a Participant is currently receiving benefits from a long-
term disability plan sponsored by the Company.
(f) "Effective Date" means December 30, 1994, or such other
date as specified by the Board of Directors.
(g) "Eligible Employee" means an employee who meets the
conditions for eligibility under Section 3 of this Plan.
(h) "Participant" means an Eligible Employee who makes an
election to defer Compensation under this Plan.
(i) "Plan" means the Executive Deferred Compensation Plan of
the Northrop Grumman Corporation as set forth herein and as from
time to time amended.
(j) "Plan Year" means the calendar year.
(k) "Retirement" means retirement pursuant to one or more of
the qualified pension or profit-sharing plans maintained by the
Company.
(l) "Section 162(m) limit" means the limit on deductibility
of salary and other compensation imposed by Section 162(m) of the
Code, and any subsequent or superseding provisions of the Code.
(m) "Termination" means a complete separation from service
by the Participant from the Company.
3. Eligibility.
(a) An employee of the Company who is eligible to receive
Compensation in excess of the Section 162(m) limit may be
eligible to participate in this Plan for that year, upon approval
of his eligibility by the Committee.
4. Participation.
(a) An Eligible Employee may become a Participant by
electing to defer some or all of his Compensation under this
Plan, on a form and in the manner specified by the Committee.
(b) Eligible Employees must make a separate election to
participate with respect to each Plan Year. Any deferral made
under this Plan shall only be effective with respect to the Plan
Year to which it relates.
5. Time of Deferral.
(a) An election to defer Compensation under this Plan shall
be made no later than December 31 preceding the calendar year in
which the services are performed to which the Compensation
relates.
(b) Any deferral election under this Plan shall be binding
with respect to the period for which it was made and shall be
irrevocable with respect to that period.
6. Deferral Account.
There shall be established on the books of the Corporation a
deferral account for each Participant, and all amounts deferred
by the Participant under this Plan for all years of participation
shall be credited to that account, together with any interest or
earnings on such amounts.
7. Investment Options.
(a) During the first full Plan Year, interest will be
credited to deferral accounts at a rate equal to 115-percent of
the fourth quarter monthly rate of Moody's Average Corporate Bond
rate.
(b) With respect to subsequent Plan Years, the Committee,
in its sole discretion, may make available one or more investment
options under this Plan in which Participants may elect to direct
investment of their deferral accounts. In addition, the
Committee may determine that one or more of the accounts shall
earn interest at a stated rate over a specified term.
8. No Guarantee of Payment; No Funding.
(a) Participants in this Plan shall have no rights on
account of this Plan in or to any specific assets of the Company,
and any rights that a Participant shall have on account of this
Plan shall be no greater than those of a general, unsecured
creditor of the Corporation.
(b) The Corporation in no way guarantees the principal, or
any other portion of a Participant deferral account and any
earnings thereon. Any and all investments remain the property of
the Corporation.
(c) The Corporation may, in its sole discretion, establish
a rabbi trust for the purpose of funding its obligations under
this Plan, but nothing contained herein shall require the
establishment or funding of any such trust.
(d) This Plan is intended to qualify as unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management and highly
compensated employees ("a Top-Hat Plan"), for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). In the event of any change in law which the
Committee determines, in its discretion, will cause the Plan to
fail to qualify as a Top-Hat Plan, the Committee may terminate
the participation of such Participants as it deems necessary to
preserve or restore the Plan's status, and may take such other
action, including the acceleration of payment of Participant
deferral accounts, if necessary to preserve or restore the Plan's
status as a Top-Hat Plan.
9. Form and Timing of Distributions.
(a) At the time a Participant makes a deferral election
under this Plan, he or she shall also make an election with
respect to the form of payment of that deferral (a "Distribution
Election"). Each Distribution Election shall be effective only
with respect to the deferral elected for that period (and pro-
rata earnings on that deferral, if any), and a separate
Distribution Election shall be made for any subsequent deferrals.
(b) A Distribution Election shall consist of one of the
following:
(1) A lump sum payment to be made in the year following the
earliest to occur of the Participant's Termination,
Retirement or Disability; and
(2) Annual installment payments for a period of five or ten
years, beginning in the year following the earliest to occur
of the Participant's Termination, Retirement or Disability.
(c) Distributions shall be paid in January of each year or
as soon thereafter as administratively possible.
(d) The death of a Participant prior to his Retirement or
Disability shall be treated as a Termination of employment for
purposes of the distribution of benefits under this Plan. In the
event that a Participant receiving installment distributions dies
prior to the receipt of all such installments, installment
payments shall continue to the Participant's beneficiary or
beneficiaries, as designated under this Plan.
10. Beneficiary Designation.
(a) At the time of deferral election or any time
thereafter, a Participant may designate one or more beneficiaries
to receive any benefits due upon death. In the absence of any
designation under this Plan, the beneficiary of a married
Participant shall be the Participant's spouse to whom he was
married at the time of death, and the beneficiary of an unmarried
Participant shall be his estate.
(b) The Participant can elect to change his beneficiary at
any time up to the date of distribution, and no consent shall be
required for a married Participant to designate a non-spouse
beneficiary.
11. Emergency Benefit.
If a Participant suffers an unforeseeable and immediate financial
emergency, the Committee, in its sole discretion and upon the
written application of the Participant, may distribute to the
Participant at such time as the Committee may prescribe that
portion of his deferral account, if any, which the Committee
determines is necessary to meet the financial emergency. A
financial emergency shall include major uninsured medical
expenses or such other circumstances as the Committee may, in its
discretion, determine, provided that the Participant demonstrates
to the Committee's satisfaction that he lacks available resources
to meet the emergency. Any such distribution shall reduce the
balance in the Participant's deferral account available for
distribution.
12. Administration of the Plan.
(a) The Committee shall be the Administrator of the Plan,
and it may delegate responsibilities therefor to the Vice
President, Human Resources, or his delegates.
(b) The Committee shall have the full and exclusive
authority to interpret the Plan, to construe ambiguities and to
decide all matters under the Plan in its discretion. Such
interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or
through any Participant.
(c) The Committee shall have full discretionary authority
to interpret and administer the Plan, and to make such rules and
regulations as it deems necessary or appropriate to carry out its
responsibilities under this Plan as well as the purposes for
which it was established, including any rules relating to the
availability of investment options for deferral accounts.
13. Taxes.
The Corporation may withhold from any distribution under this
Plan any and all amounts necessary for the payment of any taxes,
including without limitation, income and employment taxes, and
the amounts payable to Participants shall be reduced by the tax
so withheld.
14. Amendment and Termination.
(a) The Committee may at any time amend the Plan in any
manner (including any method for determining earnings on deferral
accounts), provided that no such amendment shall reduce the
amounts previously credited to a deferral account of any
Participant for periods prior to the amendment.
(b) The Plan shall continue in effect until terminated by
action of the Board of Directors of the Corporation. Upon
termination of the Plan, no further deferrals of Compensation
shall be made, and distribution of any amounts credited to
deferral accounts shall be made in accordance with rules of the
Committee.
15. No Assignment of Benefits.
Participant's rights to benefit payments under the Plan are not
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant's
beneficiary.
16. Future Rights.
No person shall have any claim or right under this Plan to be
retained in the employ of the Company, or to remain eligible for
any Compensation able to be deferred under this Plan.
17. Governing Law.
The terms of this Plan shall be construed in accordance with the
laws of the State of Delaware, to the extent not preempted by
federal law.
18. Forfeitures.
Notwithstanding anything in this Plan to the contrary, any
benefit payable to a Participant hereunder may be forfeited,
discontinued or reduced if the Participant is discharged for
gross misconduct of a type which is or was directly or indirectly
harmful to the business or reputation of the Corporation.
Exhibit 21
Exhibit 21
Significant Subsidiaries of Registrant as of December 31,
1995
Significant Subsidiaries Incorporated In
Grumman Corporation New York
Grumman Aerospace Corporation New York
Note: The other subsidiaries of
the Registrant are not "significant subsidiaries", as
defined by Rule 1.02 of Regulation S-X, and therefore are
not listed herein.
Exhibit 24
POWER OF ATTORNEY IN CONNECTION WITH THE
1995 ANNUAL REPORT ON FORM 10-K
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of NORTHROP GRUMMAN CORPORATION, a
Delaware corporation, does hereby appoint RICHARD R. MOLLEUR
and JAMES C. JOHNSON, and each of them, as his agents and
attorneys-in-fact (the "Agents"), in his respective name and
in the capacity or capacities indicated below to execute
and/or file the Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (the "Report") under the
Securities Exchange Act of 1934, as amended (the "Act"), and
any one or more amendments to any part of the Report that
may be required to be filed under the Act (including the
financial statements, schedules and all exhibits and other
documents filed therewith or constituting a part thereof)
and to any part or all of any amendment(s) to the Report,
whether executed and filed by the undersigned or by any of
the Agents. Further, each of the undersigned does hereby
authorize and direct the Agents to take any and all actions
and execute and file any and all documents with the
Securities and Exchange Commission (the "Commission"), which
they deem necessary or advisable to comply with the Act and
the rules and regulations or orders of the Commission
adopted or issued pursuant thereto, to the end that the
Report shall be properly filed under the Act. Finally, each
of the undersigned does hereby ratify each and every act and
document which the Agents may take, execute or file pursuant
thereto with the same force and effect as though such action
had been taken or such document had been executed or filed
by the undersigned, respectively.
This Power of Attorney shall remain in full force and effect
until revoked or superseded by written notice filed with the
Commission.
IN WITNESS THEREOF, each of the undersigned has subscribed
these presents this 21st day of February, 1996.
___Kent Kresa____ Chairman of the Board, President and
___ Chief Executive Officer and Director
Kent Kresa (Principal Executive Officer)
___Jack R. Borsting__ Director
___
Jack R. Borsting
___John T. Chain, Jr.___ Director
___
John T. Chain,
Jr.
___Jack Edwards____ Director
___
Jack Edwards
___Aulana L. Peters____ Director
___
Aulana L. Peters
___John E. Robson_____ Director
___
John E. Robson
__Richard M. Rosenberg____ Director
___
Richard M.
Rosenberg
___Brent Scowcroft____ Director
___
Brent Scowcroft
___John Brooks Slaughter___ Director
___
John Brooks
Slaughter
___Wallace C. Solberg___ Director
___
Wallace C.
Solberg
___Richard J. Stegemeier___ Director
___
Richard J.
Stegemeier
___Richard B. Waugh, Jr.___ Corporate Vice President
__ and Chief Financial Officer
Richard B. Waugh, (Principal Financial Officer)
Jr.
__Nelson F. Gibbs___ Corporate Vice President
___ and Controller
Nelson F. Gibbs (Principal Accounting Officer)
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<INTEREST-EXPENSE> 137
<INCOME-PRETAX> 409
<INCOME-TAX> 157
<INCOME-CONTINUING> 252
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 252
<EPS-PRIMARY> 5.11
<EPS-DILUTED> 5.11
</TABLE>
