NORTHROP GRUMMAN SAVINGS EXCESS PLAN (Amended and Restated Effective as of January 1, 2008)

Exhibit 10(w)

NORTHROP GRUMMAN

SAVINGS EXCESS PLAN

(Amended and Restated Effective as of January 1, 2008)

TABLE OF CONTENTS

 ii

INTRODUCTION

               The Northrop Grumman Savings Excess Plan (the “Plan”) is hereby amended and restated effective as of January 1, 2008, except as otherwise provided. The amendments made to Sections 7.8 and 8.5 by this restatement apply to both amounts covered by Appendix B and those not so covered.

               Northrop Grumman Corporation (the “Company”) established this Plan for participants in the Northrop Grumman Savings Plan who exceed the limits under sections 401(a)(17) or 415(c) of the Internal Revenue Code. This Plan is intended (1) to comply with section 409A of the Internal Revenue Code, as amended (the “Code”) and official guidance issued thereunder (except with respect to amounts covered by Appendix B), and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

DEFINITIONS

     1.1       Definitions

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

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

               (b)      “Administrative Committee” means the committee in charge of Plan administration, as described in Article VII.

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

               (d)      “Base Salary” shall mean a Participant’s annual base salary, excluding bonuses, commissions, incentive and all other remuneration for services rendered to the Affiliated Companies and prior to reduction for any salary contributions to a plan established pursuant to section 125 of the Code or qualified pursuant to section 401(k) of the Code.

               (e)      “Basic Contributions” shall have the same meaning as that term is defined in the NGSP.

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

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

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

                                   No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Administrative Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed

180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Administrative Committee that they are legally entitled to receive the benefits specified hereunder. Any payment made pursuant to such determination shall constitute a full release and discharge of the Plan, the Administrative Committee and the Company. Effective January 1, 2007, a Participant will automatically revoke a designation of a spouse as primary beneficiary upon the dissolution of their marriage.

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

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

               (g)         “Board” shall mean the Board of Directors of the Company.

               (h)         “Bonuses” shall mean the bonuses earned under the Company’s formal incentive plans as defined by the Administrative Committee.

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

               (j)          “Committees” shall mean the Committees appointed as provided in Article VII.

               (k)         “Company” shall mean Northrop Grumman Corporation and any successor.

               (l)          “Company Contributions” shall mean contributions by the Company to a Participant’s Account.

               (m)        “Compensation” shall be Compensation as defined by Section 5.01 of the NGSP. However, any payment authorized by the Compensation Committee that is (1) calculated pursuant to the method for determining a bonus amount under the Annual Incentive Plan (AIP) for a given year and (2) paid in lieu of such bonus in the year prior to the year the bonus would otherwise be paid under the AIP, shall not be treated as Compensation.

               (n)      “Disability” or “Disabled” shall mean the Participant’s inability to perform each and every duty of his or her occupation or position of employment due to illness or injury as determined in the sole and absolute discretion of the Administrative Committee.

               (o)      “Eligible Compensation” shall mean (1) Compensation prior to January 1, 2009, and (2) Base Salary and Bonuses after 2008.

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

                         (1)      he or she is eligible to participate in the NGSP;

                         (2)      he or she is classified by the Affiliated Companies as an Employee and not as an independent contractor; and

                         (3)      he or she meets any additional eligibility criteria set by the Administrative Committee.

Additional eligibility criteria established by the Administrative Committee may include specifying classifications of Employees who are eligible to participate and the date as of which various groups of Employees will be eligible to participate. This includes, for example, Administrative Committee authority to delay eligibility for employees of newly acquired companies who become Employees.

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

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

               (s)      “Investment Committee” means the committee in charge of investment aspects of the Plan, as described in Article VII.

               (t)      “Key Employee” means an employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i) of the Company or the Affiliated Companies (i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)) if the Company’s or an Affiliated Company’s stock is publicly traded on an established securities market or otherwise. The Company shall determine in accordance with a uniform Company policy which Participants are Key Employees as of each December 31 in accordance with IRS regulations or other guidance under Code section 409A, provided that in determining the compensation of individuals for this purpose, the definition of compensation in Treas. Reg. § 1.415(c)-2(d)(3) shall be used. Such determination shall be effective for the twelve (12) month period commencing on April 1 of the following year.

               (u)     “NGSP” means the Northrop Grumman Savings Plan.

               (v)      “Open Enrollment Period” means the period designated by the Administrative Committee for electing deferrals for the following Plan Year.

               (w)     “Participant” shall mean any Eligible Employee who participates in this Plan in accordance with Article II or any Employee who is a RAC Participant.

               (x)      “Payment Date” shall mean:

                         (1)      for distributions upon early termination under Section B.1(a), a date after the end of the month in which termination of employment occurs; and

                         (2)      for distributions after Retirement, Disability or death under Section B.1(b), a date after the end of the month in which occurs Retirement, the determination of Disability by the Administrative Committee, or the notification of the Administrative Committee of the Participant’s death (or later qualification of the Beneficiary or Beneficiaries), as applicable.

The exact date in each case will be determined by the Administrative Committee to allow time for administrative processing.

               (y)      “Plan” shall be the Northrop Grumman Savings Excess Plan.

               (z)      “Plan Year” shall be the calendar year.

               (aa)    “RAC Contributions” shall mean the Company contributions under Section 3.2(b)(2).

               (bb)    “RAC Participant” shall mean an Employee who is eligible to participate in the NGSP, receives Retirement Account Contributions under the NGSP, and is classified by the Affiliated Companies as an Employee and not as an independent contractor.

               (cc)    “RAC Subaccount” shall mean the portion of a Participant’s Account made up of RAC Contributions and earnings thereon.

               (dd)    “Retirement” shall mean termination of employment with the Affiliated Companies after reaching
age 55.

               (ee)    “Separation from Service” or “Separates from Service” or “Separating from Service” means a “separation from service” within the meaning of Code section 409A.

ARTICLE II

PARTICIPATION

     2.1      In General

               (a)     An Eligible Employee may become a Participant by complying with the procedures established by the Administrative Committee for enrolling in the Plan. Anyone who becomes an Eligible Employee will be entitled to become a Participant during an Open Enrollment Period.

               (b)     A RAC Participant will become a Participant when RAC Contributions are first made to his or her RAC Subaccount.

               (c)     An individual will cease to be a Participant when he or she no longer has a positive balance to his or her Account under the Plan.

     2.2      Disputes as to Employment Status

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

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

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

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

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

ARTICLE III

DEFERRAL ELECTIONS

     3.1      Elections to Defer Eligible Compensation

               (a)       Timing . An Eligible Employee who meets the requirements of Section 2.1(a) may elect to defer Eligible Compensation earned in a Plan Year by filing an election in the Open Enrollment Period for the Plan Year. An election to participate for a Plan Year is irrevocable.

               (b)      Election Rules . An Eligible Employee’s election may be made in writing, electronically, or as otherwise specified by the Administrative Committee. Such election shall specify the Eligible Employee’s rate of deferral for contributions to the Plan. The maximum deferral rate for any year is the maximum percentage of Compensation that the Eligible Employee may defer under the NGSP, without regard to the limits of Code section 401(a)(17). All elections must be made in accordance with the rules, procedures and forms provided by the Administrative Committee. The Administrative Committee may change the rules, procedures and forms from time to time and without prior notice to Participants.

               (c)      Cancellation of Election . If a Participant becomes disabled (as defined under Code section 409A) during a Plan Year, his deferral election for such Plan Year shall be cancelled.

     3.2      Contribution Amounts

               (a)      Participant Contributions . An Eligible Employee’s contributions under the Plan for a Plan Year will begin once his or her Compensation for the Plan Year exceeds the Code section 401(a)(17) limit for the Plan Year. The Participant’s elected deferral percentage will be applied to his or her Eligible Compensation for the balance of the Plan Year.

               (b)      Company Contributions . The Company will make Company Contributions to a Participant’s Account as provided in (1), (2) and (3) below.

                         (1)      Matching Contributions . The Company will make a Company Contribution equal to the matching contribution rate for which the Participant is eligible under the NGSP for the Plan Year multiplied by the amount of the Participant’s contributions under subsection (a).

                         (2)      RAC Contributions . Effective July 1, 2008, the Company will make RAC Contributions equal to a percentage of a RAC Participant’s Compensation for a Plan Year in excess of the Code section 401(a)(17) limit. The percentage used to calculate a RAC Participant’s contribution for a Plan Year shall be based on the RAC Participant’s age on the last day of the Plan Year as follows:

                                   (i)     Three percent if not yet age 35.

                                   (ii)     Four percent if 35 or older, but not yet 50.

                                   (iii)     Five percent if age 50 or older.

                         (3)      Make-Up Contributions for Contribution Limitation . If an Eligible Employee’s Basic Contributions under the NGSP for a Plan Year are limited by the Code section 415(c) contribution limit before the Eligible Employee’s Basic Contributions under the NGSP are limited by the Code section 401(a)(17) compensation limit, the Company will make a Company Contribution equal to the amount of matching contributions for which the Eligible Employee would have been eligible under the NGSP were Code section 415(c) not applied, reduced by the actual amount of matching contributions made for the Plan Year under the NGSP. This paragraph applies only if the Eligible Employee reaches the Code section 401(a)(17) compensation limit and only to the extent that contributions are based upon Eligible Employee compensation up to that limit. Paragraph (1) above applies to contributions based on compensation exceeding the section 401(a)(17) limit.

     3.3      Crediting of Deferrals

               Amounts deferred by a Participant under the Plan shall be credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid to the Participant. Company contributions other than those under Section 3.2(b)(3) will be credited to Accounts as soon as practicable after each payroll cycle in which they accrue. Company contributions under Section 3.2(b)(3) will be credited to Accounts as soon as practicable after each Plan Year.

     3.4      Investment Elections

               (a)     The Investment Committee will establish a number of different investment funds or other investment options for the Plan. The Investment Committee may change the funds or other investment options from time to time, without prior notice to Participants.

               (b)     Participants may elect how their future contributions and existing Account balances will be deemed invested in the various investment funds and may change their elections from time to time. If a Participant does not elect how future contributions will be deemed invested, contributions will be deemed invested in the qualified default investment alternative (“QDIA”) that applies to the Participant under the NGSP.

               (c)     The deemed investments for a RAC Participant’s RAC Subaccount must be the same as the deemed investments for the RAC Participant’s Company contributions under Section 3.2(b)(1).

               (d)     Selections of investments, changes and transfers must be made according to the rules and procedures of the Administrative Committee.

                         (1)     The Administrative Committee may prescribe rules that may include, among other matters, limitations on the amounts that may be transferred and procedures for electing transfers.

                         (2)     The Administrative Committee may prescribe valuation rules for purposes of investment elections and transfers. Such rules may, in the Administrative

Committee’s discretion, use averaging methods to determine values and accrue estimated expenses. The Administrative Committee may change the methods it uses for valuation from time to time.

                         (3)     The Administrative Committee may prescribe the periods and frequency with which Participants may change deemed investment elections and make transfers.

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

     3.5      Investment Return Not Guaranteed

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

ARTICLE IV

ACCOUNTS

     4.1      Accounts

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

     4.2      Valuation of Accounts

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

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

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

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

     4.3      Use of a Trust

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

ARTICLE V

VESTING AND FORFEITURES

     5.1      In General

               A Participant’s interest in his or her Account will be nonforfeitable, subject to the exceptions in Section 5.2.

     5.2      Exceptions

               The following exceptions apply to the vesting rule:

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

               (b)     Forfeitures on account of a lost payee. See Section 6.7.

               (c)     Forfeitures under an escheat law.

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

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

               (f)     Investment losses.

ARTICLE VI

DISTRIBUTIONS

     6.1      Distribution Rules for Non-RAC Amounts

               The rules in this Section 6.1 apply to distribution of a Participant’s Account other than the RAC Subaccount.

               (a)      Separate Distribution Election . A Participant must make a separate distribution election for each year’s contributions. A Participant generally makes a distribution election at the same time the Participant makes the deferral election, i.e., during the Open Enrollment Period.

               (b)      Distribution Upon Separation . A Participant may elect on a deferral form to have the portion of his Account related to amounts deferred under the deferral form and Company contributions for the same year (and earnings thereon) distributed in a lump sum or in quarterly or annual installments over a period of up to 15 years. Lump sum payments under the Plan will be made in the month following the Participant’s Separation from Service. Installment payments shall commence in the March, June, September or December next following the month of Separation from Service. If a Participant does not make a distribution election and his Account balance exceeds $50,000 and the Participant is age 55 or older, the Participant will receive quarterly installments over a 10-year period. Otherwise, a Participant not making an election will receive a lump sum payment. Notwithstanding the foregoing, if the Participant’s Account balance is $50,000 or less at the tim