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					          EMPLOYEE HANDBOOK OF
        SUMMARY PLAN DESCRIPTIONS


             Huntington Ingalls Industries, Inc.
                Newport News Operations

                   For Employees Covered by
 The International Association of Fire Fighters, Local Union I-45,
                Collective Bargaining Agreement




                Life Insurance Plan
Accidental Death & Dismemberment Insurance Plan
     Business Travel Accident Insurance Plan
         Weekly Disability Insurance Plan
             Employee Assistance Plan
            Flexible Spending Accounts
               Savings (401(k)) Plan
                    Pension Plan
            Cash Balance Pension Plan
                     Vision Plan
                 Group Legal Plan
   Medicare Premium Reimbursement Program
        Retiree Prescription Drug Program
            Administrative Information




   Reflecting the contract negotiated between the Company and
  The International Association of Fire Fighters, Local Union I-45,
       for the period February 15, 2010 through June 8, 2014

                        Published April 2011
        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




                   Life Insurance Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                        Table of Contents


Eligibility ..................................................................................................................................1
Payment of Benefits .................................................................................................................1
Death Claim Procedure ............................................................................................................7
Disability Benefit......................................................................................................................7
Accelerated Benefit Option (ABO) .........................................................................................9
Loss of Benefits ......................................................................................................................10
Conversion Option .................................................................................................................10
Appeal Procedure ...................................................................................................................14
Your Rights .............................................................................................................................16
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Life Insurance Plan for Employees Covered by The
International Association of Fire Fighters, Local Union I-45,Collective Bargaining
Agreement Effective February 15, 2010, through June 8, 2014 (the “Plan”) and is
intended to describe the benefits the Plan provides for eligible employees. The Plan was
maintained as a component plan under the Northrop Grumman Corporation Group
Benefits Plan prior to the spin-off of Huntington Ingalls Industries, Inc. (the “Company”)
from Northrop Grumman Corporation (the “Company Spin-off”). In connection with the
Company Spin-off, the Plan was spun-off to and assumed by the Company and became a
component plan under the Huntington Ingalls Industries, Inc. Group Benefits Plan
effective as of the date of the Company Spin-off. If you were covered under the Plan
immediately before the Company Spin-off, you remain enrolled in the Plan with the same
coverage after the Company Spin-off, subject to normal Plan eligibility rules. Your
beneficiary designation remains in place.


Eligibility
1. Who may participate in the Life Insurance Plan?

   All active, full-time employees covered by the collective bargaining agreement
   between Huntington Ingalls Industries, Inc. Newport News Operations and The
   International Association of Fire Fighters, Local Union I-45, (bargaining unit),
   become eligible for coverage on the first day following the completion of three
   months of continuous active employment, provided the employee is actively at work
   on that day. No employee contributions (premiums) are required for Basic Life
   Insurance.

2. Are dependents eligible for coverage under the Plan?

   Yes. You may elect optional life insurance coverage for your eligible spouse and/or
   dependent child(ren).


Payment of Benefits
3. What benefits are provided by the Plan?

   Basic Life Insurance


                                     Life Insurance Plan
                                         April 2011
                                             -1-
Effective June 1, 2010, the Plan provides Basic term life insurance for each active
full-time employee in the bargaining unit in the amount of $35,000.

Optional Life Insurance

Effective July 1, 2010, you may purchase optional life insurance for yourself and
your eligible dependents. If you select optional life insurance, you pay the full cost
with after-tax dollars, based on group rates negotiated by Huntington Ingalls
Industries, Inc.

Your cost for optional life insurance for yourself and your spouse is determined by
the employee’s age as of December 31 of the benefit plan year and the coverage level
selected. As your base pay changes, so will your coverage amount and rate for
coverage for yourself and your spouse, if applicable. Your cost for child life
insurance is determined as a flat rate per option.

You can select optional life insurance at the following times:

 Within 31 days of when you (and your dependents) first become eligible for
  coverage (which is usually 90 days from your date of hire)
 Anytime during the benefit plan year, subject to Evidence of Insurability (EOI)
  requirements.

Depending on the amount of coverage you choose, you may need to provide
satisfactory EOI. See “When Evidence of Insurability Is Required” for details.

For your optional life insurance to take effect, you must be an active employee and
not on a leave of absence at the start of the benefit plan year. If you are on a leave of
absence, and you want to increase your coverage, you must call the Huntington
Ingalls Benefits Center (HIBC) when you return to work.

For your dependent’s coverage to take effect, he or she must not be confined for
medical care or treatment — either in a medical treatment facility or at home — on
the effective date of the coverage. If your dependent is confined, coverage begins
when he or she is released from confinement.

You can purchase dependent life insurance regardless of whether you purchase
optional life insurance for yourself, but your spouse’s life coverage cannot exceed
50% of your combined basic and optional insurance coverage.

If you are still covered by the optional life insurance plan at age 65, your benefit will
be reduced by the plan’s age reduction factors. See “What Happens to Your Coverage
at Age 65” for details.

Optional Life Insurance for Yourself


                                   Life Insurance Plan
                                       April 2011
                                           -2-
If you select optional life insurance for yourself, your beneficiary will receive
benefits under both your basic and optional life insurance in the event of your death.
The optional life insurance options for employees are:

   1 x your annual base pay up to a maximum of $1 million
   2 x your annual base pay up to a maximum of $1 million
   3 x your annual base pay up to a maximum of $1 million
   4 x your annual base pay up to a maximum of $1 million
   5 x your annual base pay up to a maximum of $1 million
   6 x your annual base pay up to a maximum of $1 million
   7 x your annual base pay up to a maximum of $1 million
   8 x your annual base pay up to a maximum of $1 million
   No optional life insurance.

If the amount of your annual base pay is not an even $1,000 multiple, the amount of
your coverage is rounded up to the next-higher thousand-dollar amount. For example,
if your annual base pay amount is $42,100 and you select the three times your annual
base pay, your benefit will be: $42,100 x 3 = $126,300, rounded up to $127,000.

Optional Life Insurance for Your Spouse
The optional spouse life insurance options are:

   $25,000
   $50,000
   1 x your annual base pay
   2 x your annual base pay
   3 x your annual base pay
   4 x your annual base pay.

The amount of your spouse’s life insurance cannot be more than the lesser of:

 50% of the total amount of your own basic and/or optional life insurance
  combined amount
 $500,000.

For example, if your annual base pay amount is $40,000, and you select optional life
insurance equal to one times this amount, the total of your basic and optional life
insurance is $75,000 (basic life insurance of $35,000 + optional life insurance of
$40,000). You could choose optional life insurance for your spouse of $25,000.
However, you could not choose any of the other options.

You do not have to purchase optional life insurance for yourself in order to buy
spouse life insurance. If both you and your spouse work for Huntington Ingalls
Industries, Inc., you may select optional life insurance for one another.



                                  Life Insurance Plan
                                      April 2011
                                          -3-
Federal tax law requires that you pay imputed income taxes on the value of your
employer-provided life insurance in excess of $50,000 and on all spouse life
insurance. See “Imputed Income” for details.

Optional Life Insurance for Your Children
The optional child life insurance options are:

   $10,000 per child
   $20,000 per child
   $30,000 per child.

This coverage is available for eligible children who are at least 14 days old. If both
you and your spouse work for Huntington Ingalls Industries, Inc., only one of you
may elect optional life insurance coverage for your eligible dependent children.

Upon the death of a covered dependent child between the ages of 19 and 25, the
insurance carrier may require proof of student status before paying any life insurance
benefit.

When Evidence of Insurability Is Required

Evidence of insurability (EOI) refers to proof that you and/or your spouse are in good
health at the time you enroll for optional life insurance. You must provide EOI under
the following circumstances:

   When you (and your dependents) first become eligible (usually 90 days from your
    date of hire), and you choose:
     Optional coverage for yourself that is greater than five times your salary or
        $600,000, whichever is less
     Optional coverage for your spouse that is greater than $50,000.

   You select or increase optional coverage for yourself (and your dependents) at
    any time other than within 31 days of the date you first become eligible (e.g., in
    the event of a qualified life event). However, if you gain a new dependent through
    marriage, birth, or adoption, or purchase a home, you can:
     Select employee coverage of one times your pay or increase your current
        coverage by one level (up to $600,000) without EOI
     Select spouse coverage up to $50,000 without EOI.

If your spouse loses his or her life insurance from another source, you may select
spouse coverage up to $50,000 without EOI. Also, you may enroll in or increase child
life insurance without EOI, if you experience a qualified life event.

   You receive a salary increase that causes your optional life insurance to exceed
    $600,000. EOI for automatic benefit increases due to a salary change will be
    required only with the initial salary increase that results in your coverage being
    greater than $600,000.
                                   Life Insurance Plan
                                       April 2011
                                           -4-
   You receive a salary increase that causes your spouse’s life insurance coverage
    automatically to increase to greater than $50,000. EOI for automatic benefit
    increases due to a salary change will be required only with the initial salary
    increase that results in your spouse’s life insurance coverage being greater than
    $50,000.

When EOI is required, you must complete and submit your EOI form to MetLife (the
life insurance company). Employee EOI can be completed and submitted
electronically through the online enrollment system or by electronically submitting a
Statement of Health, which is accessible from the Provider List at HII Benefits
Connect (when you get to the MetLife site, select the Statement of Health link), or by
paper. Spouse EOI must be submitted by paper.

You can download a paper EOI form through the Forms link at HII Benefits Connect
or request an EOI form from the Huntington Ingalls Benefits Center (HIBC) at 1-877-
216-3222. You must return the completed EOI form to MetLife at the address
provided on the form as soon as possible. MetLife will review your form and notify
you and the HIBC when your coverage is accepted or rejected. If your coverage is
accepted, MetLife informs you of the date your coverage begins.

The EOI process requires information about your health, medical history, and pre-
existing conditions. In addition, your doctor may be required to submit information
regarding your health or give you a physical exam. You may be required to pay the
cost of any physical exams performed to obtain coverage.

Until your EOI is processed, your coverage will be limited to an amount allowed
without EOI. For example, if you enroll as a new employee and choose coverage
equal to four times your annual base pay of $155,000, your coverage will be limited
to $600,000 until your EOI is processed and your coverage is approved.

Imputed Income

Federal tax law requires you to pay income taxes on the value of your employer-
provided group life insurance in excess of $50,000 and on spouse life insurance when
applicable. This is called imputed income. You may choose to avoid imputed income
by not electing any spouse life insurance.

What Happens to Your Optional Coverage at Age 65

If you have optional life insurance coverage at age 65, the original amount of your
optional coverage is reduced the first of the month following your 65th birthday,
based on the following chart:

                                         Percentage of Your Original
           Age
                                           Benefit Amount Payable


                                  Life Insurance Plan
                                      April 2011
                                          -5-
                 65                           92% of the original amount
                 66                           84% of the original amount
                 67                           76% of the original amount
                 68                           68% of the original amount
                 69                           60% of the original amount
           70 and older                       50% of the original amount

   This reduction will also affect your spouse’s life insurance benefit. Note that your
   spouse’s reduction is based on when you reach age 65 (the first of the month
   following your 65th birthday). Your spouse’s benefit is not affected by his or her age.

   For example, let’s assume:

    Your annual base pay is $40,000
    You are age 64 and your spouse is age 63
    You choose optional employee life insurance of two times your base pay
     ($40,000) for a total life insurance benefit of $80,000
    You choose optional spouse life insurance of one times your annual base pay, or
     $40,000.

   When you reach age 65 (the first of the month following your 65th birthday):

      Your coverage amount will reduce to $73,600 (92% X $80,000)
      Your spouse’s coverage amount will reduce to $36,800 (92% X $40,000).

   When you reach 66 (the first of the month following your 66th birthday):

      Your coverage amount will reduce to $67,200 (84% X $80,000)
      Your spouse’s coverage amount will reduce to $33,600 (84% X $40,000).

   Your basic life insurance coverage will not be reduced at age 65.

4. In the event of the death of an insured employee, to whom will the life insurance
   benefit be paid?

   The benefit will be paid to the designated beneficiary or beneficiaries. If the
   employee has not designated a beneficiary, or if a designated beneficiary has
   predeceased the employee, the life insurance benefit will be paid in the following
   order to the employee’s:

      Spouse
      Estate.

5. May the designated beneficiary be changed?


                                     Life Insurance Plan
                                         April 2011
                                             -6-
   Yes, the employee may change the designated beneficiary at any time by going online
   to Your Benefits Resources via HII Benefits Connect at http://hiibenefits. com. If you
   do not have Internet access, please call the Huntington Ingalls Benefits Center
   (HIBC) at 1-877-216-3222.


6. In what form are life insurance benefits paid?

   The life insurance benefit will be paid as a lump sum to your designated
   beneficiary(ies). Your beneficiary(ies) have the option to receive the lump sum or
   have it deposited into an account reserved for this benefit and access the money when
   necessary.


Death Claim Procedure
7. What is the procedure for filing a death claim?

   The deceased insured employee’s beneficiary, or other appropriate representative,
   should contact the HIBC at 1-877-216-3222. However, if this is not done and the
   HIBC becomes aware of the employee’s death by some other means, the designated
   beneficiary will be contacted by the HIBC.

   In either case, the HIBC will prepare and process the required Death Claim Form. It
   will be necessary for the beneficiary, or other appropriate representative, to provide a
   certified copy of the Certificate of Death.


Disability Benefit
8. What happens to life insurance coverage if an employee or covered dependent
   becomes permanently and totally disabled?

   Basic Life Insurance

   You may remain eligible for Life Insurance coverage (also known as an “extension”)
   if you become permanently and totally disabled as defined by the Plan (see Q&A 9),
   if the total disability starts:

      While you are insured, and
      Before you retire.

   You will no longer be eligible for the extension because of disability the earliest of:

    The date you are no longer permanently and totally disabled as defined by the
     Plan (see Q&A 9)
    The date you reach age 65, if your total disability starts prior to age 60


                                      Life Insurance Plan
                                          April 2011
                                              -7-
      The date you reach the following ages shown below, if your total disability starts
       on or after age 60:

                         Age                      Extension
                        60-64                       5 years
                        65-69                     To age 70
                   Age 70 and over                 3 months

9. For the purpose of determining eligibility to receive a basic life insurance
   disability benefit, what is the definition of “total and permanent disability?”

    The disability is considered to be total when the employee is unable to engage in
     any occupation or perform any work for compensation or profit because of the
     disability.
    The disability is considered to be permanent when it is present and has existed
     continuously for at least six consecutive months.
    The employee will be deemed to be disabled upon qualification for Social
     Security Disability.

   Optional Life Insurance (Employee, Spouse, and Child)

   Regardless of your age when you become disabled, your optional life insurance
   continues while you are disabled, up to a maximum of 24 months or retirement,
   whichever comes first, provided you make the required contributions and remain
   totally disabled as defined by the Plan. See Q&A 9. When coverage ends:

      You may convert your basic life insurance to an individual policy
      You and your dependents may convert any optional life insurance coverage to an
       individual policy or choose portability within 31 days of the coverage termination
       date.

   If the provisions of the life insurance plan would otherwise call for benefits to
   terminate or reduce prior to the end of the 24-month period (commencing on your last
   day of work), then benefits will terminate or reduce as of that date.


10. What procedure must be followed by the employee in order to receive the
    disability benefit?

   The employee must contact the Huntington Ingalls Benefits Center (HIBC) and
   provide his or her Social Security disability award letter.

11. Are there any additional requirements for continuation of the extended
    insurance benefit throughout the authorized period of coverage?


                                     Life Insurance Plan
                                         April 2011
                                             -8-
   The Company may require at any time proof of the continued existence of the
   disability.

12. Under what circumstances will the extended insurance coverage stop before the
    end of the authorized period?

   Coverage will end on the 31st day following the date the employee:
    Ceases to be disabled; or
    Fails to provide proof of continued disability, or
    Refuses to undergo a periodic medical examination

13. What should I do if my application for extended coverage is denied?

   Please refer to Q&A 19 for the appeals procedure if any of the benefit provisions of
   the Plan are denied.


Accelerated Benefit Option (ABO)
14. Is a benefit payable if I become terminally ill?

   Yes. The basic and optional life insurance coverage includes a special feature that
   helps you cope with the financial difficulties often associated with terminal illness.
   You or your legal representative can apply for an accelerated benefit if your life
   expectancy is less than 12 months because of illness or injury. The amount of the
   accelerated benefit is 50% of the total life insurance amount. The benefit is payable as
   long as it not has been previously assigned and proof of your terminal illness is
   received.

   The amount of life insurance paid upon your death will be decreased by the amount
   of the accelerated benefit that has been paid.

15. Is the accelerated benefit taxed?

   The Life Insurance accelerated benefit is intended to qualify for favorable tax
   treatment under the Internal Revenue Code of 1986. If so, the benefit will be excluded
   from your income and won’t be subject to federal taxation. However, tax laws related
   to accelerated benefits are complex and you should consult with a qualified tax
   advisor about your individual situation.

16. Can the accelerated benefit affect my or my family’s eligibility for public
    programs?

   Receipt of an accelerated benefit may affect your, your spouse’s or your family’s
   eligibility for public assistance programs such as Medical Assistance (Medicaid) and
   Supplementary Social Security Income (SSI). You should consult with social service
   agencies and with a qualified tax advisor about your individual situation.
                                     Life Insurance Plan
                                         April 2011
                                             -9-
Loss of Benefits
17. Under what conditions might benefits outlined in this SPD become unavailable?

   Entitlement to the benefits which are provided by this Plan would be lost or forfeited:

    30 days after last day of work or 31 days after last day on roll for an employee not
     working due to illness or injury;
    Upon transfer to a job classification out of the bargaining unit;
    If an employee or a beneficiary, in connection with the filing of a claim, fails in
     any respect to fulfill Plan requirements as they are stated herein;
    If the Plan is terminated by the Company.



Conversion Option
18. Can the life insurance coverage be converted to an individual policy?

   Basic Life Insurance
   You have the option to buy an individual life insurance policy (or an individual
   certificate under a designated group policy) up to $35,000 (less any amount paid as an
   accelerated benefit) from the Insurance Company without having to provide evidence
   of insurability during the application period described below if your Life Insurance
   ends because:

    You are no longer eligible to participate
    Your employment with the Company ends
    The Group Policy ends, provided you have been insured for life insurance for at
     least 5 years
    The Group Policy is amended and you are no longer eligible to participate,
     provided you have been insured for Life insurance for at least 5 years.

   If you choose to convert your Life Insurance for any of the reasons stated above, the
   Insurance Company must receive a completed conversion form from you within the
   Application Period and Option conditions described below:

      Written application for the coverage and payment of the first premium must be
       made within 31 days after termination of insurance
      Evidence of insurability is not required.
      The policy may be in any of the forms of insurance customarily issued by The
       Insurance Company except term insurance
      The policy may have a face value up to the amount of the group coverage which
       stopped
      The premium rates for the new policy will be based on the Insurance Company
       rates in use at the time, the form and amount of insurance, your class of risk, and
       your attained age when your Life Insurance ends
                                      Life Insurance Plan
                                          April 2011
                                              -10-
   The new policy will take effect on the 32nd day after the date your life insurance
    ends, regardless of the duration of your application period.

Conversion forms are available by calling the HIBC at 1-877-216-3222.

Optional Life Insurance
If your (or your spouse’s or dependents’) coverage ends because your employment
with Huntington Ingalls Industries, Inc. ends or because you (or your spouse or
dependents) are no longer eligible for coverage, you (and your spouse and
dependents) may choose to either:

   Convert the terminating coverage to an individual policy of your own; or
   Use the plan’s portability feature to continue the terminating coverage as part of
    the Huntington Ingalls Industries, Inc. Newport News Operations Life Insurance
    Plan.

Conversion and portability are characterized as follows:

   Conversion allows you to convert all or a portion of the terminating coverage to
    an individual policy (subject to conversion amount limitations). Amounts you
    convert are no longer part of your Huntington Ingalls Industries, Inc. coverage,
    and you are solely responsible for keeping the individual policy(ies) active. You
    pay the insurance company directly. Your cost is based on the insurance
    company’s standard individual rates, which may differ from the rates you
    currently pay.

   Portability allows you to continue all or a portion of your optional life insurance
    (for yourself, your spouse and/or your dependents) under the Huntington Ingalls
    Industries, Inc. Newport News Operations Life Insurance Plan when that
    coverage would otherwise terminate. You pay the insurance company directly.
    Your cost is based on the insurance company’s standard group rates, which may
    differ from the rates you currently pay.

The following chart shows when the conversion features apply, and the conditions
and limitations surrounding your choice to convert your terminating coverage.


    Conversion
    What coverage can be converted?                    Your optional life coverage for yourself,
                                                        your spouse and your dependent children




                                      Life Insurance Plan
                                          April 2011
                                              -11-
Conversion
When can you convert?                                 When your employment ends (voluntarily or
                                                       involuntarily)
                                                      When your coverage ends
                                                      When the Huntington Ingalls Industries, Inc.
                                                       group insurance policy terminates (life
                                                       insurance only). Most states limit the amount
                                                       that can be converted in this case
                                                      When the amount of your coverage reduces
                                                      When you retire
                                                      When your job changes and, as a result, you
                                                       are no longer eligible to participate in the
                                                       plan
Can a spouse and dependent child(ren)                 Yes, your spouse and child(ren) coverage can
convert their coverage?                                be converted
When can covered dependents convert?                  When your employment ends (voluntarily or
                                                       involuntarily)
                                                      When you, the employee, retires
                                                      When you, the employee, exercise the
                                                       portability feature for your coverage
                                                      When you, the employee, die
                                                      When you and your spouse divorce
                                                      When the Huntington Ingalls Industries, Inc.
                                                       group insurance policy terminates (life
                                                       insurance only); most states limit the amount
                                                       that can be converted in this case
What amount can be converted?                         You and/or your eligible dependent(s) can
                                                       choose an amount to convert equal to but not
                                                       greater than the amount of the group life
                                                       insurance benefits being terminated or
                                                       reduced
                                                      When benefits end at retirement, you can
                                                       convert up to the full amount of group life
                                                       insurance benefits that ended on the date of
                                                       retirement
Must I choose conversion within a certain             If you would like to convert to an individual
time frame?                                            policy, you (or your spouse or dependent)
                                                       must choose conversion, in writing, within
                                                       31 days of the date coverage ends or reduces
                                                      When you convert, the insurance company
                                                       will issue a new policy, which becomes
                                                       effective the first day after the 31-day
                                                       conversion period; exceptions are not
                                                       permitted
Is evidence of insurability (EOI) required?           No, EOI is not required
What happens if I die within the first 31 days        If you die during the 31-day conversion
after coverage ends?                                   period immediately after your coverage
                                                       ended, your benefits are payable under the

                                     Life Insurance Plan
                                         April 2011
                                             -12-
  Conversion
                                                        group life insurance policy


The following chart shows when the portability features apply, and the conditions and
limitations surrounding your choice to port your terminating optional life insurance
coverage.

  Portability
  What coverage can be ported?                         Your optional life coverage for yourself,
                                                        your spouse and your dependent child(ren)
  When can you port your coverage?                     When your employment ends (voluntarily or
                                                        involuntarily)
                                                       When you retire and you do not have access
                                                        to the same coverage through a retiree option
                                                       When your job changes and, as a result, you
                                                        are no longer eligible to participate in the
                                                        plan
  When can you NOT port your coverage?                 When you retire and you have access to the
                                                        same coverage through a retiree option
                                                       When the Huntington Ingalls Industries, Inc.
                                                        group insurance policy terminates
  How long will the portable coverage be in            Coverage terminates on January 1 of the year
  effect, and what reductions apply?                    that you reach age 80
                                                       Coverage reduces 50% on January 1 of the
                                                        year that you reach age 70
  Can a spouse and dependent child(ren) port           Yes, your spouse and child(ren) coverage can
  their coverage?                                       be ported
  When can a spouse and dependent child(ren)           When your employment ends (voluntarily or
  port their coverage?                                  involuntarily)
                                                       When you, the employee, retires
                                                       When your job changes and, as a result, you
                                                        are no longer eligible to participate in the
                                                        plan
                                                       When you, the employee, die
                                                       When you and your spouse divorce.
  How long will the ported dependent coverage          Ported employee coverage reduces at age 70
  remain in effect?                                     and terminates at age 80
                                                       Ported spouse coverage continues until your
                                                        spouse reaches age 70
                                                       Ported child(ren) coverage continues until
                                                        the child(ren) reaches the limiting age
  What amount can be ported?                           The maximum amount of coverage that can
                                                        be ported is the current amount of coverage,
                                                        up to $1,000,000




                                      Life Insurance Plan
                                          April 2011
                                              -13-
       Portability
       What is the minimum and maximum portable               The minimum amount of coverage that can
       benefit?                                                be ported is:
                                                              $20,000 of group term life coverage for the
                                                               employee
                                                              $10,000 for the spouse
                                                              $1,000 for dependent child(ren)
       Can ported coverage be increased or                    Coverage cannot be increased
       decreased?                                             Coverage can be decreased; however, once
                                                               coverage is decreased, it cannot be increased
                                                               later
       Is evidence of insurability (EOI) required?            No, EOI is not required
       Can you choose to convert your ported                  You may convert the ported amount;
       coverage.                                               however, the ported coverage must terminate
                                                               before a conversion policy will be issued.


   Choosing Conversion or Portability
   You must choose conversion or portability in writing within 31 days of the date
   coverage ends. Converted coverage becomes effective the first day after the 31-day
   conversion period ends. Ported coverage becomes effective the first of the month
   following the 31-day election period.

   For more information or to request a conversion or portable policy, contact the
   Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222.

Appeal Procedure
19. What should a beneficiary do if benefits applied for are denied?

   If a claim for benefits is wholly or partially denied, within a reasonable period of time
   the applicant will be provided with written notice of the denial containing:

    The reasons for the denial;
    Reference to the Plan provisions upon which the denial was based;
    A summary of additional material or information, if any, required to complete the
     application; and
    An explanation of the appeal procedure and your right to begin legal action if you
     request a review of your claim and it is denied after the review.




                                             Life Insurance Plan
                                                 April 2011
                                                     -14-
Within 90 days from the date of receipt of the written denial notice, your beneficiary
may submit a request to the Insurance Company in writing for a review of the denial.
The request should contain facts that support the claim for benefits, and reasons why
it should not have been denied. The request for review should be addressed and sent
to:

METLIFE
Group Life Claims
Oneida County Industrial park
Oneida 5950 Airport Road
Oriskany, NY 13424

The request for review will be considered by the insurance company’s Claims Group,
who will provide a written response, usually within 60 days, including specific
reasons for the decision. If the claim is denied on review, the written response will
include:

 The reasons for the denial;
 Reference to the Plan provisions upon which the denial was based;
 A statement that you are entitled to receive, upon request and free of charge,
  reasonable access to and copies of all documents, records, and other information
  relevant to your claim for benefits;
 A statement of your right to begin a lawsuit under the Employee Retirement
  Income Security Act (ERISA) of 1974.




If the claim for benefits is again wholly or partially denied, the beneficiary, within 90
days after the date of the notification, may submit a request in writing for a further
and final review to:

METLIFE
Group Life Claims
Oneida County Industrial park
Oneida 5950 Airport Road
Oriskany, NY 13424

The insurance company will consider the claim as promptly as possible, based upon
the claim itself and the record of the previous review, and will issue its decision, in
writing, within 60 days after receipt of the request for review.



                                   Life Insurance Plan
                                       April 2011
                                           -15-
   Additional Information about the Appeals Process  In filing an appeal, your
   beneficiary has the opportunity to:

      Submit written comments, documents, records and other information relating to
       your claim for benefits
    Have reasonable access to and review, upon request and free of charge, copies of
       all documents, records and other information relevant to your claim, including the
       name of any medical or vocational expert whose advice was obtained in
       connection with your initial claim
    Have all relevant information considered on appeal, even if it wasn’t submitted or
       considered in your initial claim.
   The decision on the appeal will be made by a person or persons at the claim
   administrator who is not the person who made the initial claim decision and who is
   not a subordinate of that person. In making the decision on the appeal, the claims
   administrator will give no deference to the initial claim decision

   If the determination is based in whole or part on a medical judgment, the claims
   administrator will consult with a health care professional who has appropriate training
   and experience in the field of medicine involved in the medical judgment. The health
   care professional will not be the same individual who was consulted (if one was
   consulted) with regard to the initial claim decision and will not be a subordinate of
   that person.

   At both the initial claim level, and on appeal, your beneficiary or authorized
   representative may submit the appeal. In this case, the administrator may require the
   beneficiary to certify that the representative has permission to act for him or her. The
   representative may be a health care or other professional. However, even at the appeal
   level, neither your beneficiary nor your representative has a right to appear in person
   before the claims administrator or the review panel.

   During the entire review process, your beneficiary may review pertinent documents at
   the Employee Benefits Office, during regular business hours.

Your Rights
You have certain legal rights which are explained in the description of “ERISA” rights in
the Administrative Information section of this Employee Handbook.




                                     Life Insurance Plan
                                         April 2011
                                             -16-
        SUMMARY PLAN DESCRIPTION


            Huntington Ingalls Industries, Inc.
               Newport News Operations




       Accidental Death & Dismemberment
                 Insurance Plan




                   For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
                Collective Bargaining Agreement
       Effective February 15, 2010, through June 8, 2014
                                                        Table of Contents



Eligibility ..................................................................................................................................1
Payment of Benefits .................................................................................................................1
Claim Procedure .......................................................................................................................4
Loss of Benefits ........................................................................................................................4
Conversion Option ...................................................................................................................5
Exclusions .................................................................................................................................5
Appeal Procedure .....................................................................................................................6
Your Rights ...............................................................................................................................8
APPENDIX A ...........................................................................................................................9
APPENDIX B .........................................................................................................................13
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Accidental Death & Dismemberment Insurance Plan for
Employees Covered by the International Association of Fire Fighters, Local Union I-45,
Collective Bargaining Agreement (the “Plan”) and is intended to describe the benefits
the Plan provides for eligible employees. References in this booklet to the “Company”
mean Huntington Ingalls Industries, Inc.Newport News Operations. The Plan was
maintained as a component plan under the Northrop Grumman Corporation Group
Benefits Plan prior to the spin-off of Huntington Ingalls Industries, Inc. (the
“Company”) from Northrop Grumman Corporation (the “Company Spin-off”). In
connection with the Company Spin-off, the Plan was spun-off to and assumed by the
Company and became a component plan under the Huntington Ingalls Industries, Inc.
Group Benefits Plan effective as of the date of the Company Spin-off. You and any
eligible dependents who were covered under the Plan immediately before the Company
Spin-off remain enrolled in the Plan with the same coverage and required contribution
(if any) after the Company Spin-off, subject to normal Plan eligibility rules. Your
beneficiary designation remains in place.

Eligibility

1.   Who may participate in the Accidental Death & Dismemberment Insurance
     (AD&D) Plan?
     All active, full-time employees covered by the Collective Bargaining Agreement
     between Huntington Ingalls Industries, Inc. Newport News Operations (the
     “Company”) and International Association of Fire Fighters, Local Union I-45,
     (bargaining unit), become eligible for coverage on the first day following the
     completion of three months of continuous active employment, provided the
     employee is actively at work on that day. The Company pays 100% of the cost for
     coverage and no employee contributions (premiums) are required.

     Effective July 1, 2010, Eligible employees may also purchase optional AD&D
     coverage.

2.   Are dependents eligible for coverage under the Plan?
     Yes. You may purchase optional AD&D coverage for your eligible spouse and/or
     dependent child(ren) effective July 1, 2010.


Payment of Benefits

3.   What benefits are provided by the Plan?
     Basic AD&D Insurance
     Benefits are payable to the employee (or to the employee’s estate) when he or she
     suffers a loss that is:

                        Accidental Death & Dismemberment Insurance Plan
                                           April 2011
                                               1
 The result of a covered accident that is directly and independently of all other
  causes
 One of the covered losses specified in Appendix A
 Suffered by the employee within 365 days of the covered accident.
Additional benefits are available for certain circumstances – see Appendix B.
Benefits for loss of life will be payable in accordance with the beneficiary provision.

Optional AD&D Insurance

You may purchase optional accidental death and dismemberment (AD&D)
insurance for yourself only or for yourself and your eligible family members. If you
select optional AD&D insurance, you pay the full cost with after-tax dollars, based
on rates negotiated by Huntington Ingalls Industries, Inc.

You can choose optional AD&D insurance when you are first hired and during
annual enrollment. Because you pay for optional AD&D insurance with after-tax
dollars, you can also enroll in optional AD&D insurance for yourself and your
dependents at any time during the benefit plan year.

If you and your spouse work for Huntington Ingalls Industries, Inc., only one of you
may cover the entire family for AD&D insurance. The other employee may elect
employee-only coverage.

Optional AD&D Insurance for Yourself  Effective July 1, 2010

If you select optional coverage and suffer an eligible loss, you will receive benefits
under both your basic and optional AD&D insurance.

The optional employee AD&D insurance options are:

   1 x your annual base pay up to a maximum of $1 million
   2 x your annual base pay up to a maximum of $1 million
   3 x your annual base pay up to a maximum of $1 million
   4 x your annual base pay up to a maximum of $1 million
   5 x your annual base pay up to a maximum of $1 million
   6 x your annual base pay up to a maximum of $1 million
   7 x your annual base pay up to a maximum of $1 million
   8 x your annual base pay up to a maximum of $1 million
   9 x your annual base pay up to a maximum of $1 million
   10 x your annual base pay up to a maximum of $1 million
   No optional employee AD&D insurance.




                    Accidental Death & Dismemberment Insurance Plan
                                       April 2011
                                           2
Optional AD&D Insurance for Your Eligible Family Members  Effective July
1, 2010

You also may purchase optional AD&D insurance for your eligible family
members  including yourself and your eligible dependents, up to a maximum of
$1 million. The optional family AD&D insurance options are:

   1 x your annual base pay up to a maximum of $1 million
   2 x your annual base pay up to a maximum of $1 million
   3 x your annual base pay up to a maximum of $1 million
   4 x your annual base pay up to a maximum of $1 million
   5 x your annual base pay up to a maximum of $1 million
   6 x your annual base pay up to a maximum of $1 million
   7 x your annual base pay up to a maximum of $1 million
   8 x your annual base pay up to a maximum of $1 million
   9 x your annual base pay up to a maximum of $1 million
   10 x your annual base pay up to a maximum of $1 million
   No optional AD&D insurance for your family.

If you select family coverage, your spouse and/or child(ren)’s coverage is based
on your eligible family members at the time of the loss, as shown in this chart:

                               Amount of Dependent Coverage
 Spouse only                   75% of your optional coverage
 Spouse and children           Spouse: 60% of your optional coverage
                               Children: 15% of your optional coverage per child (up to
                               $50,000)
 Children only                 25% of your optional coverage per child (up to $50,000)

For example, let’s assume:

 Your annual base pay is $40,000
 You choose family AD&D coverage equal to 2 x your annual base pay
 You are married and have two children.

In this example,

 Your AD&D coverage amount is $80,000 (2 x $40,000)
 Your spouse’s coverage amount is $48,000 (60% x $80,000)
 Your children’s coverage amount is $12,000 per child (15% x $80,000).

If you and your spouse work for Huntington Ingalls Industries, Inc., only one of
you may cover the entire family for AD&D insurance.


                   Accidental Death & Dismemberment Insurance Plan
                                      April 2011
                                          3
     Upon the death of a covered dependent child between the ages of 19 and 25, the
     insurance carrier may require proof of student status before paying any AD&D
     benefit.

     AD&D insurance pays a percentage of the AD&D coverage amount based on the
     type of loss incurred, as shown in the chart in Appendix A.
4.   In the event of the death of an employee while a benefit is payable, to whom
     will the benefit be paid?
     The benefit will be paid to the designated beneficiary or beneficiaries. If the
     employee has not designated a beneficiary, or if a designated beneficiary has
     predeceased the employee, the accident insurance benefit will be paid in the
     following order to the employee’s:
     1) Spouse
     2) Estate

5.   May the designated beneficiary be changed?
     Yes, the employee may change the designated beneficiary at any time by going
     online to Your Benefits Resources via HII Benefits Connect at http://hiibenefits.com.
     If you do not have Internet access, please call the Huntington Ingalls Benefits
     Center (HIBC) at 1-877-216-3222.

6.   In what form are AD&D insurance benefits paid?
     Payment will be made in a lump sum unless otherwise specified in Appendix A or
     Appendix B.


Claim Procedure

7.   What is the procedure for filing an AD&D claim?
     The employee, or other appropriate representative, should contact the HIBC at
     1-877-216-3222 within 31 days after a covered loss occurs or begins, or as soon as
     reasonably possible. The HIBC will provide the claim form for you to complete and
     return within 90 days of the loss for which the claim is made.


Loss of Benefits

8.   Under what conditions might benefits outlined in this SPD become
     unavailable?
     Entitlement to the benefits that are provided by this Plan would be lost or forfeited:
        30 days after the last day of work or 31 days after the last day on roll for an
         employee not working due to illness or injury
                         Accidental Death & Dismemberment Insurance Plan
                                            April 2011
                                                4
       Upon transfer to a job classification out of the bargaining unit
       If an employee or beneficiary, in connection with the filing of a claim, fails in
        any respect to fulfill Plan requirements as they are stated herein
       If the Plan is terminated by the Company.


Conversion Option

9.    Can the AD&D coverage be converted to an individual policy?
      An employee under age 70 has the option to buy an individual AD&D policy (or an
      individual certificate under a designated group policy), without having to provide
      evidence of insurability, if the employee’s AD&D insurance, or any portion of it,
      ends because of the employee’s termination of employment or is no longer eligible
      for the Plan. The converted policy may exclude some benefits provided under this
      group policy.
      The covered person may apply for an amount of coverage that is:
        In $1,000 increments
       Not less than $25,000, regardless of the amount of insurance under the Plan
       Not more than the amount of insurance while the covered person was in the
         Plan, except as provided above, up to a maximum of $250,000.
      The employee must apply for the individual policy within 31 days after his or her
      coverage under this group policy ends and pay the required premium. If the
      employee has assigned ownership of his group coverage, the owner/assignee must
      apply for the individual policy.
      If the employee dies during this 31-day period as a result of an accident that would
      have been covered under the group policy, the insurance company will pay as a
      claim the amount of insurance that the employee was entitled to convert. It does not
      matter whether the employee applied for the individual policy or certificate.
      However, if such policy or certificate is issued, it will be in exchange for any other
      benefits under this group policy.
      The individual policy or certificate will take effect on the day following the date
      coverage under the group policy ended or, if later, the date application is made.


Exclusions

10.   Are there any exclusions to the Plan?
      Yes. No payment shall be made for any loss which, directly or indirectly, in whole
      or in part, is caused by or results from:
         Intentionally self-inflicted Injury, suicide or any attempt thereat while sane or
          insane

                          Accidental Death & Dismemberment Insurance Plan
                                             April 2011
                                                 5
       Commission or attempt to commit a felony or an assault
       Declared or undeclared war or act of war
       Flight in, boarding or alighting from an aircraft or any craft designed to fly
        above the Earth’s surface, except as a passenger in an aircraft piloted by
        properly qualified and licensed pilots holding current and valid certificates of
        competency of a rating authorizing them to pilot such aircraft
       Sickness, disease, bodily or mental infirmity, bacterial or viral infection or
        medical or surgical treatment thereof (except surgical or medical treatment
        required by an accident), except for any bacterial infection resulting from an
        accidental external cut or wound or accidental ingestion of contaminated food
       Voluntary ingestion of any narcotic, drug, poison, gas or fumes, unless
        prescribed or taken under the direction of a Physician and taken in accordance
        with the prescribed dosage
       Any accident that occurs while engaged in the activities of active duty service in
        the military, Navy or Air Force of any country or international organization
       Covered accidents that occur while engaged in Reserve or National Guard
        training after the 31st day of training
       Operating any type of vehicle while under the influence of alcohol or any drug,
        narcotic or other intoxicant including any prescribed drug for which the
        employee has been provided a written warning against operating a vehicle while
        taking it. “Under the influence of alcohol” means intoxicated, as defined by the
        law of the state in which the covered accident occurred.

Appeal Procedure

11. What procedure should be followed if benefits applied for are denied?
    If a claim for benefits is wholly or partially denied, within a reasonable period of
    time the applicant will be provided with written notice of the denial containing:
       The reasons for the denial
     Reference to the Plan provisions upon which the denial was based
     A summary of additional material or information, if any, required to complete
        the application
     An explanation of the appeal procedure and your right to begin legal action if
        you request a review of your claim and it is denied after the review.
    The notice of denial will be provided within 90 days after the claim for benefits is
    received, unless the insurance company determines that special circumstances
    require an extension of time for processing the claim. If the insurance company
    determines that an extension of time is required, written notice of the extension will
    be provided prior to the end of the initial 90-day period, indicating the special
    circumstances that require an extension and the date by which a decision will be
    rendered.
    Within 60 days after the date of the written denial notice, the employee, a

                        Accidental Death & Dismemberment Insurance Plan
                                           April 2011
                                               6
beneficiary, or an authorized representative of either may submit a request in
writing for a review of the denial. The request should contain facts that support the
claim for benefits, and reasons why it should not have been denied. The request for
review should be addressed and sent to:
          CIGNA Group Insurance
          1601 Chestnut Street
          Philadelphia, PA 19192


The request for review will be considered by the insurance company’s Claims
Group who will provide a written response, usually within 60 days, including
specific reasons for the decision. If the claim is denied on review, the written
response will include:
 The reasons for the denial
 Reference to the Plan provisions upon which the denial was based
 A statement that you are entitled to receive, upon request and free of charge,
  reasonable access to and copies of all documents, records, and other information
  relevant to your claim for benefits
 A statement of your right to begin a lawsuit under the Employee Retirement
  Income Security Act (ERISA) of 1974.


The notice of denial will be provided within 60 days after the claim for benefits is
received, unless the insurance company determines that special circumstances
require an extension of time for processing the claim. If the insurance company
determines that an extension of time is required, written notice of the extension will
be provided prior to the end of the initial 60-day period, indicating the special
circumstances that require an extension and the date by which a decision will be
rendered.

Additional Information about the Appeals Process  In filing an appeal, you
have the opportunity to:
   Submit written comments, documents, records and other information relating to
    your claim for benefits
 Have reasonable access to and review, upon request and free of charge, copies
    of all documents, records and other information relevant to your claim,
    including the name of any medical or vocational expert whose advice was
    obtained in connection with your initial claim
 Have all relevant information considered on appeal, even if it wasn’t submitted
    or considered in your initial claim.
The decision on the appeal will be made by a person or persons at the claims
administrator who is not the person who made the initial claim decision and who is
not a subordinate of that person. In making the decision on the appeal, the claims
administrator will give no deference to the initial claim decision.
                    Accidental Death & Dismemberment Insurance Plan
                                       April 2011
                                           7
     If the determination is based in whole or part on a medical judgment, the claims
     administrator will consult with a health care professional who has appropriate
     training and experience in the field of medicine involved in the medical judgment.
     The health care professional will not be the same individual who was consulted (if
     one was consulted) with regard to the initial claim decision and will not be a
     subordinate of that person.
     At both the initial claim level, and on appeal, you may have an authorized
     representative submit your claim for you. In this case, the administrator may require
     you to certify that the representative has permission to act for you. The
     representative may be a health care or other professional. However, even at the
     appeal level, neither you nor your representative has a right to appear in person
     before the claims administrator or the review panel.
     During the entire review process, the applicant may review pertinent documents at
     the Employee Benefits Office during regular business hours.


Your Rights

You have certain legal rights which are explained in the description of “ERISA” rights in
the Administrative Information section of this Employee Handbook.




                         Accidental Death & Dismemberment Insurance Plan
                                            April 2011
                                                8
                                      APPENDIX A

                      Schedule of Insurance for Fire Fighters
   For Collective Bargaining Agreement February 15, 2010 through June 8, 2014

Basic AD&D Insurance

 Loss of:     Life                                              $20,000
              Two or more hands or feet                         $20,000
              Sight of both eyes                                $20,000
              One Hand or one foot and sight in one             $20,000
              eye
              Speech and hearing (both ears)                    $20,000
              Quadriplegia                                      $20,000
              Paraplegia                                        $15,000
              Hemiplegia                                        $10,000
              Coma:
                     Monthly benefit                            $200
                     Number of monthly benefits                 11
                     When payable                               End of each month during
                                                                which the employee remains
                                                                comatose
                      Lump sum benefit                          $20,000
                      When payable                              Beginning of the 12th month
              One hand or foot                                  $15,000
              Sight in one eye                                  $12,000
              Speech                                            $17,000
              Hearing (both ears)                               $17,000
              Severance and reattachment of one hand            $5,000
              or foot
              Loss of thumb and index finger of the             $5,000
              same hand

If an insured suffers more than one of the losses described above as a result of any one
accident, no more than $20,000 shall be payable. The amount for loss of life is in addition
to the Basic Life Insurance amount of $35,000. See the Life Insurance SPD for further
information.




                         Accidental Death & Dismemberment Insurance Plan
                                            April 2011
                                                9
                                      APPENDIX A
                                            (cont.)

                      Schedule of Insurance for Fire Fighters
   For Collective Bargaining Agreement February 15, 2010, through June 8, 2014
Definitions for Basic AD&D:
Loss of a Hand or Foot - complete severance through or above the wrist or ankle joint.
Loss of Sight - the total and permanent loss of all vision in one eye which is
irrecoverable by natural, surgical or artificial means.
Loss of Speech - the total and permanent loss of audible communication which is
irrecoverable by natural, surgical or artificial means.
Loss of Hearing - the total and permanent loss of ability to hear any sound in both ears
which is irrecoverable by natural, surgical or artificial means.
Loss of a Thumb and Index Finger of the Same Hand - complete severance through or
above the metacarpophalangeal joints of the same hand (the joints between the fingers
and the hand).
Paralysis or Paralyzed - the total loss of use of a limb. A physician must determine the
loss of use to be complete and irreversible.
Quadriplegia - the total paralysis of both upper and both lower limbs.
Hemiplegia - the total paralysis of the upper and lower limbs on one side of the body.
Paraplegia - total paralysis of both lower limbs or both upper limbs.
Coma - a profound state of unconsciousness which resulted directly and independently
from all other causes from a covered accident, and from which the employee is not likely
to be aroused through powerful stimulation. This condition must be diagnosed and treated
regularly by a physician. Coma does not mean any state of unconsciousness intentionally
induced during the course of treatment of a covered Injury unless the state of
unconsciousness results from the administration of anesthesia in preparation for surgical
treatment of that covered accident.
Severance - the complete and permanent separation and dismemberment of the part from
the body.




                         Accidental Death & Dismemberment Insurance Plan
                                            April 2011
                                                10
                                      APPENDIX A
                                         (cont.)

                     Schedule of Insurance for Fire Fighters
  For Collective Bargaining Agreement February 15, 2010, through June 8, 2014


Optional AD&D Insurance

Optional AD&D insurance pays a percentage of the AD&D coverage amount based on
the type of loss incurred, as shown in this chart:


                                   Percentage of AD&D Coverage Amount Paid
                                                             If Your          If Your
                                   If You Suffer a          Covered        Covered Child
 Type of Loss*:
                                        Loss              Spouse Suffers   Suffers a Loss
                                                              a Loss
 Life                                    100%                 100%             100%
 Two or more (hands or feet)             100%                 100%             200%
 Sight in both eyes                      100%                 100%             200%
 One hand and one foot                   100%                 100%             200%
 One hand or one foot and sight          100%                 100%             200%
 in one eye
 Speech and hearing in both              100%                   100%           200%
 ears
 Use of four limbs                       100%                   100%           200%
 (quadriplegia)
 Use of both lower limbs or               75%                   75%            150%
 both upper limbs (paraplegia)
 Use of both limbs on the same            50%                   50%            100%
 side of the body (hemiplegia)
 One hand or one foot                     75%                   75%            150%
 Sight in one eye                         60%                   60%            120%
 Speech or hearing in both ears           85%                   85%            170%
 Thumb and index finger of                25%                   25%            50%
 same hand
 Severance and reattachment of            25%                   25%            50%
 one hand or foot
 Maximum benefit for all losses          100%                   100%         $100,000
 in any one accident




                        Accidental Death & Dismemberment Insurance Plan
                                           April 2011
                                               11
* A loss is defined as:

   For a hand or a foot: severance through or above the wrist or ankle
   For sight: complete, total and irrecoverable loss to the sight of the eye
   For speech: complete, total and irrecoverable loss of speech
   For hearing: complete, total and irrecoverable loss of hearing
   For thumb and index finger: complete and total severance at or above the knuckles
   For quadriplegia: total paralysis of both arms and legs
   For paraplegia: total paralysis of both arms or both legs
   For hemiplegia: total paralysis of the arm and leg on the same side of the body.

Paralysis means the total loss of use of an arm or leg. Severance means the complete and
permanent separation and dismemberment of the part from the body.




                          Accidental Death & Dismemberment Insurance Plan
                                             April 2011
                                                 12
                                       APPENDIX B

                       Additional Benefits for Fire Fighters
   For Collective Bargaining Agreement February 15, 2010 through June 8, 2014


The following benefits are paid in addition to any other Accidental Death &
Dismemberment (AD&D) benefits payable.


Brain Damage Benefit: The benefit shown will be paid if an                  $20,000
employee suffers a covered injury that results directly and
independently of all other causes from a covered accident and
results in brain damage. The benefit will be payable if all of
the following conditions are met:
      Brain damage begins within 60 days from the date of
       the covered accident
      The employee is hospitalized for treatment of brain
       damage at least seven days within the first 120 days
       following the covered accident
      Brain damage continues for 12 consecutive months
      A physician determines that as a result of brain
       damage, the employee is permanently and totally
       disabled at the end of the 12 consecutive month
       period.
The benefit will be paid in one lump sum at the beginning of
the 13th month following the date of the covered accident if
brain damage continues longer than 12 consecutive months.
The amount payable will not exceed $20,000.
Definitions:
Brain Damage – physical damage to the brain that results
directly and independently of all other causes from a Covered
Accident and causes the covered person to be permanently
and totally disabled.
Permanently and Totally Disabled – a covered person who
is totally disabled and is expected to remain totally disabled,
as certified by a physician, for the rest of his life.




                          Accidental Death & Dismemberment Insurance Plan
                                             April 2011
                                                 13
Felonious Assault and Violent Crime Benefit: The benefit                   10% of the applicable
shown will be paid, subject to the following conditions and                benefits, subject to a
exclusions, when the employee suffers a covered loss                       minimum of $100 and
resulting directly and independently of all other causes from a            a maximum of $10,000
covered accident that occurs during a violent crime or
felonious assault as described below. A police report
detailing the felonious assault or violent crime must be
provided before any benefits will be paid.
To qualify for a benefit payment, the covered accident must
occur during any of the following:
 Actual or attempted robbery or holdup
 Actual or attempted kidnapping
 Any other type of intentional assault that is a crime
   classified as a felony by the governing statute or common
   law in the state where the felony occurred.
Exclusions:
Benefits will not be paid for treatment of any covered injury
sustained or covered loss incurred during any:
 Violent crime or felonious assault committed by the
  covered person
 Felonious assault or violent crime committed upon the
  employee by a fellow employee, family member, or
  member of the same household.
Definitions:
Family Member - the covered person’s parent, step-parent,
spouse or domestic partner or former spouse or domestic
partner, son, daughter, brother, sister, mother-in-law, father-
in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-
law, aunt, uncle, cousins, grandparent, grandchild and
stepchild.
Fellow Employee - a person employed by the same employer
as the employee or by an employer that is an affiliated or
subsidiary corporation. It shall also include any person who
was so employed, but whose employment was terminated not
more than 45 days prior to the date on which the defined
violent crime/felonious assault was committed.
Member of the Same Household - a person who maintains
residence at the same address as the covered person.




                         Accidental Death & Dismemberment Insurance Plan
                                            April 2011
                                                14
Home Alternation and Vehicle Modification Benefit: The          $2,000
benefit shown will be paid, subject to the following conditions
and exclusions in Q&A10, when the employee suffers a
covered loss, other than a loss of life, resulting directly and
independently of all other causes from a covered accident.
This benefit will be payable if all of the following conditions
are met:
 The employee did not require the use of any adaptive
  devices or adaptation of residence and/or vehicle prior to
  the date of the covered accident causing such covered loss
 The employee now requires such adaptive devices or
  adaptation of residence and/or vehicle to maintain an
  independent lifestyle as a direct result of such covered loss
 The employee requires home alteration or vehicle
  modification within one year of the date of the covered
  accident.
Hospital Stay Benefit: The benefit shown will be paid,                      $1,000 per month*
subject to the following conditions and exclusions (refer to the
“Exclusions” section), if the covered person requires a                     Maximum: 12 months
hospital stay due to a covered loss resulting directly and                  per stay per benefit
independently of all other causes from a covered accident.                  waiting period.

The hospital stay must meet all of the following:
 Be at the direction and under the care of a physician
 Begin within 90 days of the covered accident
 Begin while the covered person’s AD&D insurance is in
   effect.                                                                  *A pro rata payment
                                                                            will be made for any
The benefit will be paid for each day of a continuous hospital
                                                                            confinement of less
stay that continues after the end of the benefit waiting period
                                                                            than one month.
as shown in the Schedule of Benefits. Benefits will be paid
retroactively to the first day of the hospital stay.
Rehabilitation Benefit: The benefit shown in the Schedule of                20% multiplied by the
Benefits will be paid, subject to the following conditions and              percentage of the
exclusions (refer to the ”Exclusions” section), when the                    covered person’s
employee requires rehabilitation after sustaining a covered                 principal sum
loss resulting directly and independently of all other causes               applicable to the
from a covered accident.                                                    covered loss, as shown
                                                                            in the Schedule of
The employee must require Rehabilitation within two years                   Covered Losses,
after the date of the covered loss.                                         subject to a minimum
Definition:                                                                 of $4,500 and a
Rehabilitation - medical services, supplies, or treatment, or               maximum of $18,000.

                          Accidental Death & Dismemberment Insurance Plan
                                             April 2011
                                                 15
hospital confinement (or part of a hospital confinement) that
satisfies all of the following conditions:
 Are essential for physical rehabilitation required due to the
    covered person’s covered loss
 Meet generally accepted standards of medical practice
 Are performed under the care, supervision or order of a
    Physician
 Prepare the employee to return to his or any other
    occupation.

Seatbelt and Airbag Benefit: The benefit shown in the                       $4,000 – Seatbelt
Schedule of Benefits will be paid, subject to the conditions
and exclusions (refer to the ”Exclusions” section) described                $2,000 – Air Bag
below, when the employee dies directly and independently of
all other causes from a covered accident while wearing a
seatbelt and operating or riding as a passenger in an
automobile. An additional benefit is provided if the employee
was also positioned in a seat protected by a properly-
functioning and properly deployed Supplemental Restraint
System (Airbag).
Verification of proper use of the seatbelt at the time of the
covered accident and that the Supplemental Restraint System
properly inflated upon impact must be a part of an official
police report of the covered accident or be certified, in
writing, by the investigating officer(s) and submitted with the
covered person’s claim to the insurance company.
Definitions:
Supplemental Restraint System - an airbag that inflates
upon impact for added protection to the head and chest areas.
Automobile - a self-propelled, private passenger motor
vehicle with four or more wheels, which is a type both
designed and required to be licensed for use on the highway
of any state or country; includes, but is not limited to, a sedan,
station wagon, sport utility vehicle, or a motor vehicle of the
pickup, van, camper, or motor-home type; does not include a
mobile home or any motor vehicle that is used in mass or
public transit.
Survivor Benefit: The benefit shown will be paid, subject to                $12,000
the conditions and exclusions (refer to the “Exclusions”
section), if the covered employee’s death results directly and
independently of all other causes from a covered accident.


                          Accidental Death & Dismemberment Insurance Plan
                                             April 2011
                                                 16
The Spouse will receive the benefit in a lump sum.
Definitions:   Spouse – the employee’s lawful spouse




                        Accidental Death & Dismemberment Insurance Plan
                                           April 2011
                                               17
        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




     Business Travel Accident Insurance Plan




                   For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
                Collective Bargaining Agreement
       Effective February 15, 2010, through June 8, 2014
                                                  Table of Contents


Eligibility ................................................................................................................... 3
Payment of Benefits.................................................................................................... 4
Claim Procedure ......................................................................................................... 5
Loss of Benefits.......................................................................................................... 6
Exclusions.................................................................................................................. 6
Appeal Procedure ....................................................................................................... 6
Your Rights................................................................................................................ 8
APPENDIX A — Schedule of Insurance for Fire Fighters ............................................ 9
APPENDIX B — Additional Benefits for Fire Fighters .............................................. 11
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Business Travel Accident Insurance Plan for Employees
Covered by the International Association of Fire Fighters, Local Union I-45,
Collective Bargaining Agreement Effective February 15, 2010, through June 8, 2014 (the
“Plan”), and is intended to describe the benefits the Plan provides for eligible
employees. The Plan was maintained as a component plan under the Northrop Grumman
Corporation Group Benefits Plan prior to the spin-off of Huntington Ingalls Industries,
Inc. (the “Company”) from Northrop Grumman Corporation (the “Company Spin-off”).
In connection with the Company Spin-off, the Plan was spun-off to and assumed by the
Company and became a component plan under the Huntington Ingalls Industries, Inc.
Group Benefits Plan effective as of the date of the Company Spin-off. If you were
covered under the Plan immediately before the Company Spin-off, you remain enrolled in
the Plan with the same coverage after the Company Spin-off, subject to normal Plan
eligibility rules. Your beneficiary designation remains in place.


Eligibility
1. Who may participate in the Business Travel Accident Insurance (BTA) Plan?

   All active, full-time employees covered by the Collective Bargaining Agreement
   between Huntington Ingalls Industries, Inc. Newport News Operations (the
   “Company”) and The International Association of Fire Fighters, Local Union I-45,
   (bargaining unit), become eligible for coverage on their first day of work. The
   Company pays 100% of the cost for coverage and no employee contributions
   (premiums) are required.

2. Are dependents eligible for coverage under the Plan?

   No. The Plan does not provide BTA insurance coverage for dependents.

3. What benefits are provided by the Plan?

   The amount of the benefit is specified in Appendix A. Benefits are payable to the
   employee (or to the employee’s estate) when he or she suffers a loss that is:

    The result of a covered accident that is directly and independently of all other
     causes
    One of the covered losses specified in Appendix A
    Suffered by the employee within 365 days of the covered accident.

                            Business Travel Accident Insurance Plan
                                          April 2011
                                               3
   Additional benefits are available for certain circumstances – see Appendix B.

   Benefits for loss of life will be payable in accordance with the beneficiary provision.

4. What is the Plan definition of the term “while on the business of the Company?”

   The term means any trip made by an insured employee upon assignment by, or with,
   consent of the Company, the purpose of which is to further the business of the
   Company.

   The following situations are not considered traveling to further the business of the
   Company:

      During regular travel between the employee’s place of employment and home
      While on a bona fide vacation
      While on job sites.

5. When does coverage for travel “while on the business of the Company” begin
   and end?

   Coverage begins at the actual start of the trip, whether it is from the employee’s place
   of employment, home or other location. Coverage stops when the employee returns to
   his or her place of employment or home, whichever occurs first.

6. How does the Plan define the term “loss?”

   Please refer to Appendix A, Definitions for detailed information on the Plan’s
   definitions of this term.

7. Are there any limitations on coverage when travel on the business of the
   Company is performed on an aircraft?

   Generally, yes. Please see Q&A 15 for exclusions to this situation.

8. Is in-city, inter-plant travel covered under the Plan?

   Such travel is covered only if the trip requires leaving the plant premises and requires
   vehicular transportation to the premises of another plant.


Payment of Benefits
9. In the event of the death of an employee while a benefit is payable, to whom will
   the benefit be paid?



                           Business Travel Accident Insurance Plan
                                         April 2011
                                              4
   The benefit will be paid to the designated beneficiary or beneficiaries. If the
   employee has not designated a beneficiary, or if a designated beneficiary has
   predeceased the employee, the accident insurance benefit will be paid in the
   following order to the employee’s:

      Spouse
      Child(ren)
      Parent(s)
      Brother/Sister
      Estate

10. May the designated beneficiary be changed?

   Yes, the employee may change the designated beneficiary at any time by going online
   to Your Benefits Resources via HII Benefits Connect at http://hiibenefits.com. If you
   do not have Internet access, please call the Huntington Ingalls Benefits Center
   (HIBC) at 1-877-216-3222.

11. In what form will the death benefit be paid?

   Payment will be made in a lump sum, unless otherwise specified in Appendix A or
   Appendix B, to your designated beneficiary(ies). Your beneficiary(ies) have the
   option to receive the lump sum, or have it deposited into an account reserved for this
   benefit and access the money when necessary.

12. Are payments under the Plan reduced by benefits received from Workers’
    Compensation?

   Payments made under the Plan are not in lieu of, and are not reduced nor affected by
   any entitlement under the Workers’ Compensation laws.


Claim Procedure
13. What is the procedure for filing a BTA claim?

   The employee, beneficiary, or other appropriate representative, should contact the
   HIBC at 1-877-216-3222 within 31 days after a covered loss occurs or begins, or as
   soon as reasonably possible. The HIBC will provide the claim form for you to
   complete and return within 90 days of the loss for which the claim is made.

   The HIBC will prepare and process the appropriate claim forms. In the case of a death
   claim, it will be necessary for the beneficiary or authorized representative to provide a
   certified copy of the death certificate.




                            Business Travel Accident Insurance Plan
                                          April 2011
                                               5
Loss of Benefits
14. Under what conditions might benefits outlined in this SPD become unavailable?

   Entitlement to the benefits that are provided by this Plan would be lost or forfeited:

    On the date the insured employee’s employment ends, including retirement
    Upon transfer to a job classification out of the bargaining unit
    If an employee or beneficiary, in connection with the filing of a claim, fails in any
     respect to fulfill Plan requirements as they are stated herein
    If the Plan is terminated by the Company.


Exclusions
15. Are there any exclusions to the Plan?

   Yes. No payment shall be made for any loss which, directly or indirectly, in whole or
   in part, is caused by or results from:

      Intentionally self-inflicted Injury, suicide or any attempt thereat while sane or
       insane
      Commission or attempt to commit a felony or an assault
      Declared or undeclared war or act of war
      Flight in, boarding or alighting from an aircraft or any craft designed to fly above
       the Earth’s surface, except as a passenger in an aircraft piloted by properly
       qualified and licensed pilots holding current and valid certificates of competency
       of a rating authorizing them to pilot such aircraft
      Sickness, disease, bodily or mental infirmity, bacterial or viral infection or
       medical or surgical treatment thereof (except surgical or medical treatment
       required by an accident), except for any bacterial infection resulting from an
       accidental external cut or wound or accidental ingestion of contaminated food
      Voluntary ingestion of any narcotic, drug, poison, gas or fumes, unless prescribed
       or taken under the direction of a Physician and taken in accordance with the
       prescribed dosage
      Any accident that occurs while engaged in the activities of active duty service in
       the military, navy or air force of any country or international organization.
      Covered accidents that occur while engaged in Reserve or National Guard
       training are not excluded until training extends beyond 31 days

   The Covered Person’s intoxication as determined according to the laws of the
   jurisdiction in which the Covered Accident occurred.


Appeal Procedure
16. What procedure should be followed if benefits applied for are denied?


                            Business Travel Accident Insurance Plan
                                          April 2011
                                               6
   If a claim for benefits is wholly or partially denied, within a reasonable period of time
   the applicant will be provided with written notice of the denial containing:

    The reasons for the denial
    Reference to the Plan provisions upon which the denial was based
    A summary of additional material or information, if any, required to complete the
     application
    An explanation of the appeal procedure and your right to begin legal action if you
     request a review of your claim and it is denied after the review.

The notice of denial will be provided within 90 days after the claim for benefits is
received, unless the insurance company determines that special circumstances require an
extension of time for processing the claim. If the insurance company determines that an
extension of time is required, written notice of the extension will be provided prior to the
end of the initial 90-day period, indicating the special circumstances that require an
extension and the date by which a decision will be rendered.

Within 90 days after the date of the written denial notice, the employee, a beneficiary, or
an authorized representative of either may submit a request in writing for a review of the
denial. The request should contain facts that support the claim for benefits, and reasons
why it should not have been denied. The request for review should be addressed and sent
to:

CIGNA Group Insurance
1601 Chestnut Street
Philadelphia, PA 19192

The request for review will be considered by the insurance company’s Claims Group who
will provide a written response, usually within 60 days, including specific reasons for the
decision. If the claim is denied on review, the written response will include:

    The reasons for the denial
    Reference to the Plan provisions upon which the denial was based
    A statement that you are entitled to receive, upon request and free of charge,
     reasonable access to and copies of all documents, records, and other information
     relevant to your claim for benefits
    A statement of your right to begin a lawsuit under the Employee Retirement
     Income Security Act (ERISA) of 1974.

The notice of denial will be provided within 60 days after the claim for benefits is
received, unless the insurance company determines that special circumstances require an
extension of time for processing the claim. If the insurance company determines that an
extension of time is required, written notice of the extension will be provided prior to the
end of the initial 60-day period, indicating the special circumstances that require an
extension and the date by which a decision will be rendered.


                            Business Travel Accident Insurance Plan
                                          April 2011
                                               7
Additional Information about the Appeals Process  In filing an appeal, you have
the opportunity to:

    Submit written comments, documents, records and other information relating to
     your claim for benefits
    Have reasonable access to and review, upon request and free of charge, copies of
     all documents, records and other information relevant to your claim, including the
     name of any medical or vocational expert whose advice was obtained in
     connection with your initial claim
    Have all relevant information considered on appeal, even if it wasn’t submitted or
     considered in your initial claim
    The decision on the appeal will be made by a person or persons at the claim
     administrator who is not the person who made the initial claim decision and who
     is not a subordinate of that person. In making the decision on the appeal, the
     claims administrator will give no deference to the initial claim decision.

If the determination is based in whole or part on a medical judgment, the claims
administrator will consult with a health care professional who has appropriate training
and experience in the field of medicine involved in the medical judgment. The health care
professional will not be the same individual who was consulted (if one was consulted)
with regard to the initial claim decision and will not be a subordinate of that person.

At both the initial claim level, and on appeal, you may have an authorized representative
submit your claim for you. In this case, the administrator may require you to certify that
the representative has permission to act for you. The representative may be a health care
or other professional. However, even at the appeal level, neither you nor your
representative has a right to appear in person before the claims administrator or the
review panel.

During the entire review process, the applicant may review pertinent documents at the
Employee Benefits Office during regular business hours.

Your Rights
You have certain legal rights which are explained in the description of “ERISA” rights in
the Administrative Information section of this Employee Handbook.




                            Business Travel Accident Insurance Plan
                                          April 2011
                                               8
APPENDIX A — Schedule of Insurance for Fire Fighters

While Traveling on the Business of the Company
Collective Bargaining Agreement February 15, 2010 through June 8, 2014
The following is a schedule of benefits for losses that occur within one year following an
accident that takes place while traveling on the business of the Company.

                                               While on                         Other than
 Loss of:                                   Submarine Trials                 Submarine Trials
 Life                                   $60,000                          $30,000
 Two or more hands or feet              $60,000                          $30,000
 Sight of both eyes                     $60,000                          $30,000
 One Hand or one foot and sight in      $60,000                          $30,000
 one eye
 Speech and hearing (both ears)         $60,000                          $30,000
 Quadriplegia                           $60,000                          $30,000
 Paraplegia                             $37,500                          $18,750
 Hemiplegia                             $25,000                          $12,500
 Coma:
  Monthly benefit                      $500                             $250
  Number of monthly benefits           11                               11
  When payable                         End of each month during         End of each month during
                                        which the employee               which the employee
                                        remains comatose                 remains comatose
  Lump sum benefit                     $60,000                          $30,000
  When payable                         Beginning of the 12th            Beginning of the 12th
                                        month                            month
 One hand or foot                       $37,500                          $18,750
 Sight in one eye                       $30,000                          $15,000
 Speech                                 $42,500                          $21,250
 Hearing (both ears)                    $42,500                          $21,250
 Loss of thumb and index finger of      $12,500                          $6,250
 the same hand
 Loss of all four fingers of the same   $12,500                          $6,250
 hand
 Loss of all toes of the same foot      $10,000                          $5,000

If an insured employee suffers more than one of the losses described above as a result of any one
accident, no more than $30,000 or $60,000 (if occurred during a submarine trial) shall be payable.



                               Business Travel Accident Insurance Plan
                                             April 2011
                                                  9
Definitions:

   Loss of a Hand or Foot — complete severance through or above the wrist or ankle
    joint.
   Loss of Sight — the total and permanent loss of all vision in one eye which is
    irrecoverable by natural, surgical or artificial means.
   Loss of Speech — the total and permanent loss of audible communication which is
    irrecoverable by natural, surgical or artificial means.
   Loss of Hearing — the total and permanent loss of ability to hear any sound in both
    ears which is irrecoverable by natural, surgical or artificial means.
   Loss of a Thumb and Index Finger of the Same Hand — complete severance
    through or above the metacarpophalangeal joints of the same hand (the joints between
    the fingers and the hand).
   Paralysis or Paralyzed — the total loss of use of a limb. A physician must determine
    the loss of use to be complete and irreversible.
   Quadriplegia — the total paralysis of both upper and both lower limbs.
   Hemiplegia — the total paralysis of the upper and lower limbs on one side of the
    body.
   Paraplegia — total paralysisof both lower limbs or both upper limbs.
   Coma — a profound state of unconsciousness which resulted directly and
    independently from all other causes from a covered accident, and from which the
    employee is not likely to be aroused through powerful stimulation. This condition
    must be diagnosed and treated regularly by a physician. Coma does not mean any
    state of unconsciousness intentionally induced during the course of treatment of a
    covered Injury unless the state of unconsciousness results from the administration of
    anesthesia in preparation for surgical treatment of that covered accident.
   Severance — the complete and permanent separation and dismemberment of the part
    from the body.




                           Business Travel Accident Insurance Plan
                                         April 2011
                                             10
APPENDIX B — Additional Benefits for Fire Fighters

For Collective Bargaining Agreement February 15, 2010, through June 8, 2014
The following benefits are paid in addition to any other Business Travel Accident (BTA)
Insurance benefits payable.

                                                               While on     Other than
                                                              Submarine     Submarine
                                                                Trials        Trials
Brain Damage Benefit: The benefit shown will be            $60,000        $30,000
paid if a employee suffers a covered injury that results
directly and independently of all other causes from a
covered accident and results in brain damage. The
benefit will be payable if all of the following
conditions are met:
 The brain damage begins within 60 days from the
  date of the covered accident
 The employee is hospitalized for treatment of
  brain damage at least seven days within the first
  120 days following the covered accident
 The brain damage continues for 12 consecutive
  months
 A physician determines that as a result of brain
  damage, the employee is permanently and totally
  disabled at the end of the 12 consecutive month
  period.
The benefit will be paid in one lump sum at the
beginning of the 13th month following the date of the
covered accident if brain damage continues longer
than 12 consecutive months.
Definitions:
Brain Damage — physical damage to the brain that
results directly and independently of all other causes
from a Covered Accident and causes the covered
person to be permanently and totally disabled.
Permanently and Totally Disabled — a covered
person who is totally disabled and is expected to
remain totally disabled, as certified by a physician,
for the rest of his life.




                               Business Travel Accident Insurance Plan
                                             April 2011
                                                 11
                                                                While on           Other than
                                                               Submarine           Submarine
                                                                 Trials              Trials
Felonious Assault and Violent Crime Benefit: The            10% of the          10% of the
benefit shown will be paid when the employee suffers        applicable          applicable
a covered loss resulting directly and independently of      benefits, subject   benefits, subject
all other causes from a covered accident that occurs        to a minimum of     to a minimum of
during a violent crime or felonious assault as              $100 and a          $100 and a
described below. A police report detailing the              maximum of          maximum of
felonious assault or violent crime must be provided         $10,000             $10,000
before any benefits will be paid.
To quality for benefit payment, the covered accident
must occur during any of the following:
 Actual or attempted robbery or holdup
 Actual or attempted kidnapping
 Any other type of intentional assault that is a
  crime classified as a felony by the governing
  statute or common law in the state where the
  felony occurred.
Exclusions:
Benefits will not be paid for treatment of any covered
injury sustained or covered loss incurred during any:
   Violent crime or felonious assault committed by
    the covered person
   Felonious assault or violent crime committed upon
    the employee by a fellow employee, family
    member, or member of the same household.
Definitions:
Family Member — the covered person’s parent, step-
parent, spouse or domestic partner or former spouse or
former domestic partner, son, daughter, brother, sister,
mother-in-law, father-in-law, son-in-law, daughter-in-
law, brother-in-law, sister-in-law, aunt, uncle, cousins,
grandparent, grandchild and stepchild.
Fellow Employee — a person employed by the same
employer as the employee or by an employer that is an
affiliated or subsidiary corporation. It shall also
include any person who was so employed, but whose
employment was terminated not more than 45 days
prior to the date on which the defined violent
crime/felonious assault was committed.
Member of the Same Household — a person who
maintains residence at the same address as the covered
person.



                               Business Travel Accident Insurance Plan
                                             April 2011
                                                 12
                                                                 While on           Other than
                                                                Submarine           Submarine
                                                                  Trials              Trials
Rehabilitation Benefit: The benefit shown in the             20% of the          20% of the
Schedule of Benefits will be paid when the employee          applicable          applicable
requires rehabilitation after sustaining a covered loss      benefits shown in   benefits shown in
resulting directly and independently of all other causes     the Schedule of     the Schedule of
from a covered accident. The employee must require           Covered Losses,     Covered Losses,
Rehabilitation within two years after the date of the        subject to a        subject to a
covered loss.                                                minimum of          minimum of
Definition:                                                  $4,500 and a        $4,500 and a
                                                             maximum of          maximum of
Rehabilitation — medical services, supplies, or              $18,000.            $18,000.
treatment, or hospital confinement (or part of a
hospital confinement) that satisfies all of the following
conditions:
 Are essential for physical rehabilitation required
    due to the covered person’s covered loss
   Meet generally accepted standards of medical
    practice
 Are performed under the care, supervision or
  order of a physician
 Prepare the employee to return to his or any other
  occupation.
Seatbelt and Airbag Benefit: The benefit shown will          N/A                 $4,000 – Seatbelt
be paid when the employee dies directly and                                      $2,000 – Air Bag
independently of all other causes from a covered
accident while wearing a seatbelt and operating or
riding as a passenger in an automobile. An additional
benefit is provided if the employee was also
positioned in a seat protected by a properly-
functioning and properly deployed Supplemental
Restraint System (Airbag).
Verification of proper use of the seatbelt at the time of
the covered accident and that the Supplemental
Restraint System properly inflated upon impact must
be a part of an official police report of the covered
accident or be certified, in writing, by the investigating
officer(s) and submitted with the covered person’s
claim to the insurance company.
Definitions:
Supplemental Restraint System — an airbag that
inflates upon impact for added protection to the head
and chest areas.
Automobile — a self-propelled, private passenger
motor vehicle with four or more wheels, which is a
type both designed and required to be licensed for use

                                Business Travel Accident Insurance Plan
                                              April 2011
                                                  13
                                                               While on     Other than
                                                              Submarine     Submarine
                                                                Trials        Trials
on the highway of any state or country; includes, but is
not limited to, a sedan, station wagon, sport utility
vehicle, or a motor vehicle of the pickup, van, camper,
or motor-home type; does not include a mobile home
or any motor vehicle that is used in mass or public
transit.
Survivor Benefit: The benefit shown will be paid,      $12,000            $12,000
subject to the conditions and exclusions (refer to the
“Exclusions” section), if the covered employee’s death
results directly and independently of all other causes
from a covered accident.
The Spouse will receive the benefit in a lump sum.
Definition:
Spouse — the employee’s lawful spouse




                               Business Travel Accident Insurance Plan
                                             April 2011
                                                 14
             SUMMARY PLAN DESCRIPTION


            Huntington Ingalls Industries, Inc.
               Newport News Operations




       Weekly Disability Insurance Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                          Table of Contents




Eligibility……………………………………………………………………………… 1

Payment of Benefits……………………………………………………………….. 1

Claim Procedure……………………………………………………………………. 3

Denial of a Claim……………………………………………………………………. 4

Appeal Procedure………………………………………………………………….. 5

Your Rights…………………………………………………………………………. 6

Table of Weekly Disability Insurance Plan Benefits……………………………   7
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Weekly Disability Insurance Plan for employees covered by
The International Association of Fire Fighters, Local Union I-45, Collective Bargaining
Agreement Effective February 15, 2010 through June 8, 2014 (the “Plan”). The Plan was
established consistent with the provisions of the previous and current Collective
Bargaining Agreements between Huntington Ingalls Industries, Inc. Newport News
Operations (the “Company”) and The International Association of Fire Fighters, Local
Union I-45. The terms and abbreviations Weekly Disability Insurance (WDI) and
Sickness & Accident (S&A) are used interchangeably within this SPD. The Plan was
maintained as a component plan under the Northrop Grumman Corporation Group
Benefits Plan prior to the spin-off of Huntington Ingalls Industries, Inc. (the “Company”)
from Northrop Grumman Corporation (the “Company Spin-off”). In connection with the
Company Spin-off, the Plan was spun-off to and assumed by the Company and became
a component plan under the Huntington Ingalls Industries, Inc. Group Benefits Plan
effective as of the date of the Company Spin-off. If you were covered under the Plan
immediately before the Company Spin-off, you remain enrolled in the Plan with the same
coverage after the Company Spin-off, subject to normal Plan eligibility rules.


Eligibility

1.   Who may participate in the Weekly Disability Plan?
     All active, full-time employees covered by the Collective Bargaining Agreement
     between Huntington Ingalls Industries, Inc. Newport News Operations and The
     International Union Security, Police, Fire Professionals of America and Local Union
     I-45 (bargaining unit) become eligible for coverage the first day following the
     completion of three months of continuous active employment provided the
     employee is actively at work on that day. No employee contributions (premiums)
     are required.
2.   Are dependents eligible for coverage under the Plan?
     No. The Plan does not provide for coverage for dependents.

Payment of Benefits

3.   When do Weekly Disability (Sickness and Accident/S&A) benefit payments
     begin?
     Benefits are payable on the following days, provided you are under the care of a
     legally qualified physician (see Q&A 8):
        The first day, for total disability due to an injury or for illness if hospitalized or

                                  Weekly Disability Insurance Plan
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       outpatient surgery if performed in a covered hospital outpatient surgery facility
      For the day(s) of outpatient pre-admission testing prior to surgery if performed
       within five days of the surgery
      The eighth day, for total disability due to other illness.
4.   Does the Plan pay for disabilities that are a result of my employment?
     No. Only non-occupational injuries and illness are covered by the Plan.




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5.   How are benefits payable?
     Benefits are payable weekly, while total disability continues, for each week, or
     portion thereof, after payments have commenced. For periods of less than a seven-
     day week, the benefit paid, for each day of disability absence, is a pro rata one-
     seventh of the weekly benefit.
     Payments under the Plan are taxable as ordinary income. The law provides that
     employees receiving temporary disability income benefits may elect whether or not
     they desire income tax to be withheld from the payments. This election should be
     made when you apply for benefits with Aetna.
6.   What is the maximum continuous period for which S&A benefits are paid?
     Benefits are paid for a maximum of 26 weeks.
7.   Upon my return to work, how do I again become eligible for S&A coverage?
     If you return to work for at least one full full-time and you become disabled again,
     you will again qualify for S&A benefits as follows:
      If the subsequent disability is related to the prior one and upon your return to
       work, you work less than one continuous week of full-time active employment,
       then such benefits are payable immediately as a continuation of the prior period
       of disability and limited to the amount remaining of the 26-week maximum
       benefit. If you return to work for at least one full week of continuous active
       employment, you again become eligible for full benefits.
      If the subsequent disability is unrelated to the prior one and you worked at
       least one full day between absences, then the full benefits will be restored.
8.   Is it necessary that I see my physician before benefits are payable?
     Yes. Benefits will not be paid for any period of disability during which you are not
     under the regular care and treatment of a physician.
9.   How is the amount of my weekly benefit under the Weekly Disability Plan
     determined?
     The amount of the Weekly Sickness and Accident benefit to which you are entitled
     is determined by the hourly base rate of pay which was in effect for you at the
     commencement of your disability. (See Table of Weekly Disability Insurance Plan
     Benefits.) This rate will continue throughout your period of disability. If there is an
     increase in benefits during your period of disability, your benefit will remain as it
     was on the commencement of your disability until you return to work in accordance
     with Q&A 7.
10. Does the Plan have a subrogation provision?
    Yes. If you receive any benefits under the Plan or any other Company benefit
    arising out of any injury, illness or condition for which you assert a claim to recovery
    against another person, then the Company will have the right of recovery or
    reimbursement to the extent of benefits payable under the Plan. Questions
    regarding this provision should be referred to the Aetna at 1-877-465-0424.

Claim Procedure

11. How do I file a claim for Sickness and Accident Plan benefits?

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      When you are first unable to work because of a non-occupational illness or injury:
       Consult your physician or surgeon for treatment; benefits are not payable until
        you have received medical attention (see Q&A 8)
       Call Aetna at 1-800-488-2386 to report your injury or illness. An Aetna Group
        Insurance Disability Specialist will review your eligibility for disability benefits
        and begin the claim process. Be prepared to answer questions about your
        illness/injury, your occupation, and your physician’s name and telephone
        number.
       You must file a claim within 90 days after the end of the period for which
        Sickness and Accident benefits are payable.

12. When will I receive my S&A payment?
    Your initial check will be sent to your home address two to three weeks after you
    call and report your disability. Thereafter, you will receive checks on a weekly basis
    during the approved period of disability.
13.    What if I am able to return to work sooner than the date my physician
      provided to Aetna?
      If you believe you are able to return to work sooner than the date your physician
      provided to Aetna, you must, on your first day back to work, bring with you a return-
      to-work certificate from your physician and give it to your supervisor. In addition,
      you must call Aetna at 1-800-488-2386 and inform them of the date you are
      returning to work. Failure to contact Aetna will result in an overpayment of weekly
      disability benefits. Aetna will seek recovery, including payroll deductions, collection
      action, etc., of any overpayment you receive and do not voluntarily return.

Denial of a Claim

14. What are some of the conditions under which I could become ineligible for, or
    be denied benefits, which are made available under this Plan?
     If you terminate employment
     If you are transferred to an assignment outside the bargaining unit
     Anytime Plan requirements are not fulfilled in connection with the filing of a
       claim
     If the Plan is terminated by the Company
     If your disability is a result of your employment
     If you are no longer totally disabled
     If you perform any work for pay or profit.




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Appeal Procedure

15. What procedure should be followed if benefits applied for are denied?
    If a claim for benefits is wholly or partially denied, within 45 days the applicant will
    be provided with written notice of the denial containing:
        The reasons for the denial
        Reference to the Plan provisions upon which the denial was based
        A summary of additional material or information, if any, required to complete the
         application
      An explanation of the appeal procedure and of your right to begin legal action if
         you request a review of your claim and it is denied after the review.
      The insurance company may take up to two 30-day extensions of the 45-day
         period, if necessary.
     Within 180 days after the date of the written denial notice, the employee, a
     beneficiary, or an authorized representative of either may submit a request in
     writing for a review of the denial. The request should contain facts supporting the
     claim for benefits, and reasons why it should not have been denied.
     The request for review should be addressed to:
               Weekly Disability Appeal
               Employee Benefits Office
               Huntington Ingalls Industries, Inc. Newport News Operations
               4101 Washington Ave.
               Newport News, Virginia 23607
     The request for review will be considered by the Benefits Manager, who will provide
     a written response within 45 days, subject to one extension of 45 days, if
     necessary.
     If the claim for benefits is again wholly or partially denied, the applicant, within 180
     days after the date of the notification, may submit a request in writing for a further
     and final review to:
               Director, Compensation and Benefits
               Huntington Ingalls Industries, Inc. Newport News Operations
               4101 Washington Avenue
               Newport News, Virginia 23607
     The Director will consider the claim as promptly as possible, based upon the claim
     itself and the record of the previous review, and will issue its decision, in writing,
     within 45 days after receipt of the request for review, subject to one extension of 45
     days, if necessary.




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     If your first or second level appeal is denied, the written notice of denial will contain:
       The reasons for the denial
       Reference to the Plan provisions on which the denial was based
       A statement that you are entitled to receive, upon request and free of charge,
        reasonable access to and copies of all documents, records, and other
        information relevant to your claim for benefits
      A statement of your right to begin a lawsuit under the Employee Retirement
        Income Security Act of 1974.
     During the entire review process, an employee or the authorized representative
     may review pertinent documents at the Benefits Office, during regular business
     hours.

Your Rights

You have certain legal rights which are explained in the description of "ERISA" rights in
the Administrative Information section of this Employee Handbook.




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                                               6
            Table of Weekly Disability Insurance Plan Benefits


                    For Eligible Employees Covered by
      The International Association of Fire Fighters, Local Union I-45
                     Collective Bargaining Agreement
             Effective February 15, 2010 through June 8, 2014




Effective              Weekly
  Date                 Benefit                               Hourly Rate

2/15/2010               $300                                 Min. - $12.43
                        $305                                 $12.44 - Up

6/12/2010               $315                                 Min. - $12.43
                        $320                                 $12.44 - Up

3/7/2011                $315                                 Min. - $12.87
                        $320                                 $12.88 - Up

4/9/2012                $315                                 Min. - $13.29
                        $320                                 $13.30 - Up

9/1/2012                $325                                 Min. - $13.29
                        $330                                 $13.30 - Up

5/6/2013                $325                                 Min - $13.76
                        $330                                 $13.77 - Up




                          Weekly Disability Insurance Plan
                                    April 2011
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Weekly Disability Insurance Plan
          April 2011
              8
        SUMMARY PLAN DESCRIPTION



            Huntington Ingalls Industries, Inc.
               Newport News Operations




               Employee Assistance Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                       Table of Contents


The Employee Assistance Plan................................................................................................3
Benefit Commencement ...........................................................................................................4
Eligible Participant ...................................................................................................................4
Definition of a "Regular, Full-time Employee" ......................................................................4
Participation ..............................................................................................................................4
Voluntary Self-Referral ............................................................................................................4
Supervisory and/or Medical Department Referral .................................................................4
Mandatory Referral* ................................................................................................................5
How the EAP Works ................................................................................................................5
Medical Plan Benefits for Any Additional Care ....................................................................5
The EAP Provider.....................................................................................................................6
Scheduling Appointments with the EAP ................................................................................6
Hours of Operation for the EAP ..............................................................................................6
Disability Benefits ....................................................................................................................6
Termination of Employment ....................................................................................................6
COBRA Coverage ....................................................................................................................6
Denied Claims and Appeal Procedure ....................................................................................7
Additional Information about the Appeals Process ..............................................................10
Your Rights .............................................................................................................................12
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Employee Assistance Plan for employees covered by The
International Association of Fire Fighters, Local Union I-45, Collective Bargaining
Agreement effective February 15, 2010, through June 8, 2014, (EAP) and is intended as a
guide to advise eligible individuals of their rights and obligations under the EAP. The
EAP provides a full service program for employees and their eligible dependents.
Questions concerning the EAP should be directed to ValueOptions at 1-800-982-8161.
The EAP was maintained as a component plan under the Northrop Grumman
Corporation Group Benefits Plan prior to the spin-off of Huntington Ingalls Industries,
Inc. (the “Company”) from Northrop Grumman Corporation (the “Company Spin-off”).
In connection with the Company Spin-off, the EAP was spun-off to and assumed by the
Company and became a component plan under the Huntington Ingalls Industries, Inc.
Group Benefits Plan effective as of the date of the Company Spin-off. You and any
eligible dependents who were covered under the EAP immediately before the Company
Spin-off, remain enrolled in the EAP with the same coverage after the Company Spin-off,
subject to normal EAP eligibility rules.


The masculine gender of words as used herein shall be deemed to include the feminine
gender.



The Employee Assistance Plan
The Employee Assistance Plan (EAP) is an off-site Company-sponsored full-service plan
that provides an assessment, counseling, and referral service and is a constructive
mechanism for addressing employee's personal problems including:

   Job-related issues
   Emotional concerns
   Substance abuse assessment (alcohol and drugs)
   Family problems
   Legal issues
   Marital problems
   Financial difficulties

The EAP counselor will meet with the employee or eligible family member in private and
will confidentially assess the problem through counseling. If ongoing treatment or other
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                                         April 2011
                                             -3-
assistance is needed, the EAP staff will advise the participant how to get help, assist in
making appointments and, in some instances, follow the course of the treatment.


Benefit Commencement
The EAP became effective on January 1, 2004.


Eligible Participant
All regular, full-time employees of the Company or its subsidiaries after three months of
active employment and their eligible dependents as defined by the specific health care
plan for which the employee is eligible to elect.


Definition of a "Regular, Full-time Employee"
A "regular, full-time employee" is defined to mean a regular full-time employee as
defined by Company Policy. This does not include persons classified by the Company as
independent contractors, or as leased or temporary employees.


Participation
There are three ways to enter the EAP: 1) Voluntary Self-Referral, 2) Supervisory and/or
Medical Referral, Departmental or 3) Mandatory Referral.


Voluntary Self-Referral*
Any employee or eligible dependent may call toll-free the EAP line to get information or
a referral to a counselor in their community. The telephone call and the appointment can
be made without a doctor's referral.


Supervisory and/or Medical Department Referral
If a supervisor or Newport News Operations Medical Department physician believes an
employee has a need for the EAP, and if the employee consents, arrangements will be
made through Labor Relations to have the employee scheduled for an appointment with
an EAP counselor.




*
 Subject to the provisions of the collective bargaining agreement. Should conflicts between this SPD and the collective
bargaining agreement exist, the language of the collective bargaining agreement shall govern. Effective Feb. 6, 1995,
one period of rehabilitation will be allowed per employee.


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                                                    April 2011
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Mandatory Referral*
Employees who undergo drug or alcohol testing and test positive may be referred to the
EAP office at the discretion of the Company. Should the employee refuse to enter the
EAP, he is subject to discharge. Confirmation of employee participation in the EAP will
be communicated to the appropriate personnel in the Company. Employees determined
by Company management to be disruptive or demonstrate other conditions which affect
his or others' work, may also be referred to the EAP at the discretion of the Company.
The EAP may refer the employee for ongoing treatment or for a more in-depth fitness for
duty evaluation. The employee will not be allowed to return to work until cleared by the
evaluating professional.


How the EAP Works
The EAP provides assessment, brief counseling, referral, support and follow up services
by licensed clinicians. The toll-free EAP line is available 24 hours a day, 7 days a week.
All Huntington Ingalls Industries, Inc. regular full time employees and their eligible
dependents are eligible for counseling sessions at no cost to the employee.

Confidentiality *: All contacts with the EAP are confidential except when necessary to
determine compliance with Article 41 or other applicable provisions, of the collective
bargaining agreement. Information is released only when an employee or dependent signs
a Release of Information form allowing the EAP to provide information to a specified
party. In order to ensure privacy, the counseling service is located off-site.

Knowledge of Community Resources: The EAP counselor is familiar with available
community resources and professional services and will assist the employee or eligible
dependent in making choices about any necessary referrals. The counselor will help the
employee or eligible dependents make the first contact with the most appropriate
resource.


Medical Plan Benefits for Any Additional Care
Additional counseling or treatment may be covered by your health care plan. Refer to the
Medical Plan Summary Plan Description for coverage. If you need ongoing treatment
beyond the EAP you must obtain authorization by calling Anthem Mental Health at: 1-
800-893-9626. The EAP counselor can assist you in obtaining this authorization. Failure
to obtain authorization could mean you will be responsible for the entire costs. Some
services are not covered by the Medical Plan, such as services for legal or financial
problems.




*
 Subject to the provisions of the collective bargaining agreement. Should conflicts between this SPD and the collective
bargaining agreement exist, the language of the collective bargaining agreement shall govern. Effective Feb. 6, 1995,
one period of rehabilitation will be allowed per employee.

                                              Employee Assistance Plan
                                                    April 2011
                                                        -5-
The EAP Provider
The EAP provider, ValueOptions, is available by calling the toll-free number,
1-855-225-0759.


Scheduling Appointments with the EAP
The employee must attend appointments on his own time. The number of appointments
with the EAP counselor may vary depending on the individual and the problem.
Appointments may be scheduled at a time and location that is convenient to the employee
or the eligible dependent. ValueOptions attempts to schedule appointments far enough
apart so that Newport News Operations employees do not meet in the reception or
waiting area.


Hours of Operation for the EAP
Employees can contact ValueOptions 24 hours a day, 365 days a year at
1-855-225-0759.


Disability Benefits
Under certain conditions, you may be eligible for Sickness and Accident disability
payments.

Employees should refer to their summary plan description entitled "Weekly Disability
Insurance Plan" for information regarding disability income benefits.


Termination of Employment
Coverage under the EAP for you and your covered dependents ends on the same day that
your termination of employment is effective or that you no longer meet the EAP's other
eligibility requirements. However, if termination is due to layoff, coverage will cease the
last day of the month following the month of layoff (or the date covered by another EAP
plan, whichever is sooner).


COBRA Coverage
If your coverage ends, you and your eligible dependents may be eligible for continued
coverage through a federal law known as “COBRA.” This is described in the section on
COBRA in the Administrative Information section in this Benefits Handbook.




                                   Employee Assistance Plan
                                         April 2011
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Denied Claims and Appeal Procedure
If your claim for benefits is denied (either in whole or in part), the claims administrator
(ValueOptions) will send you a written explanation of why the claim was denied. In the
case of an urgent claim, this can include oral notification, as long as you are provided
with a written notice within three days.

This explanation will contain the following information:

 The specific reason for the denial
 Specific references to plan provisions on which the denial is based
 A description of additional material or information that you may need to revise the
  claim and an explanation of why such material or information is necessary
 A specific description of the EAP’s review procedures and applicable time limits,
  including a statement of your rights to bring a lawsuit under ERISA.

Depending on the type of claim, the explanation will also contain the following
information:

 If the denial is based on an internal rule, guideline, or protocol, the denial will say so
  and state that you can obtain a copy of the guideline or protocol, free of charge upon
  request
 If the denial is based on an exclusion for medical necessity or experimental treatment,
  the denial must explain the scientific or clinical judgment for determination, applying
  the terms of the EAP to the medical circumstances, or state that such an explanation
  will be provided upon request, free of charge
 If the denial involves urgent care, you will be provided an explanation of the
  expedited review procedures applicable to urgent claims.

If services under the EAP are denied and you feel they should be covered, you should
follow the following appeal procedure. (For denied services under the medical plan, refer
to the medical plan appeal procedure.)

   Call the claims administrator and ask why your claim was denied. You may discover
    that a simple error was made. If so, you may be able to correct the problem right over
    the telephone.

   If your claim is still denied, you or your authorized representative may request in
    writing a review of the denial within 180 days of a written denial of coverage
    notification. The request, containing facts supporting the claim for benefits and
    reasons why it should not have been denied, should be addressed to the claims
    administrator as follows:

    ValueOptions Appeals
    340 Golden Shore
    Long Beach, CA 90202


                                    Employee Assistance Plan
                                          April 2011
                                              -7-
   If your claim is denied once again, ask the claims administrator to submit your claim
    to the claims administrator’s level 1 appeals review committee.

   If your claim is denied by the level 1 appeals review committee, ask the claims
    administrator to submit your claim to the claims appropriate level 2 appeals review
    committee.




                                   Employee Assistance Plan
                                         April 2011
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Definitions:

Urgent claims: Medical care is "urgent" if a longer time could seriously jeopardize the
participant’s life, health, or ability to regain maximum function. Also, care may be urgent
if, in a doctor’s opinion, it would subject the participant to severe pain if care or treatment
were not provided. If you require care that is classified as being urgent, but do not submit
enough information for the claims administrator to make a determination, the claims
administrator will notify you within 24 hours. You have 48 hours after that time to supply
any additional information. Until you supply this information, the time limits that apply
for the review are suspended (or “tolled”).

Concurrent care decisions: These are decisions involving an ongoing course of
treatment over a period of time or a number of treatments. If you or your dependent is
undergoing a course of treatment, or is nearing the end of a prescribed number of
treatments, you may request extended treatment or benefits. If the course of treatment
involves urgent care and you request at least 24 hours before the expiration of the
authorized treatments, the claims administrator will respond to your claim within 24
hours. If you reach the end of a pre-approved course of treatment before requesting
additional benefits, the normal “pre-service” or “post-service” time limits will apply, as
described below.

Pre-service determinations: A “pre-service” determination requires the receipt of
approval of those benefits in advance of obtaining the medical care. If you request a
review for pre-service benefits, but do not submit enough information for the claims
administrator to make a determination, the claims administrator will notify you within 15
days. You have 45 days after that to supply any additional information. Until you supply
this information, the time limits that apply to the claims administrator are tolled.

Post-service claims: A “post-service” determination is made for benefits after you have
already received care or treatment. A “post-service” determination does not require
advance approval of benefits.

In the case of pre-service determinations and urgent claims, if you fail to follow the
specified procedure for filing your claim, the claims administrator will notify you of the
failure and of the proper procedure. This notice will be provided to you no later than five
days after your incorrectly filed claim is received (24 hours in the case of an urgent
claim). The notice from the claims administrator may be an oral notice unless you
specifically request written notice.

Example #1: If you have an urgent situation, the claims administrator must respond to
your initial request for benefits within 72 hours, and no extensions are permitted. If the
claims administrator needs more information from you to make a determination, you will
have 48 hours from the time you are notified to supply that information. The time period
during which you are gathering that additional information does not count toward the
time limits that apply to the claims administrator.

                                     Employee Assistance Plan
                                           April 2011
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                        Time to Appeal from      Time for Decision on    Extensions for Claims
 Type of Claim          Date Claim is Denied           Appeal               Administrator
 Urgent claims         180 days                  72 hours                None
 Pre-Service claims    180 days for each level   Two levels of appeal:   None
                       of appeal                 15 days from the
                                                 receipt of the appeal
                                                 for each level
 Post-Service claims   180 days for each level   Two levels of appeal:   None
                       of appeal                 30 days from the
                                                 receipt of the appeal
                                                 for each level

Pre-Service Claims — There are two levels of appeal:

Level 1 appeal: You may file a level 1 appeal with the claims administrator within 180
days if your initial claim for benefits is denied and you would like to appeal that denial.
Your appeal must be considered within 15 days, with no extensions.

Level 2 appeal: If your first appeal is denied by the claims administrator, you may file a
level 2 appeal with the claims administrator within 180 days, and your appeal must be
considered within an additional 15 days, with no extensions.

Post-Service Claims — There are two levels of appeal:

Level 1 appeal: You may file a level 1 appeal with the claims administrator within 180
days if your initial claim for benefits is denied and you would like to appeal that denial.
Your appeal must be considered within 30 days, with no extensions.

Level 2 appeal: If your first appeal is denied by the claims administrator, you may file a
level 2 appeal with the claims administrator within 180 days, and your appeal must be
considered within an additional 30 days, with no extensions.


Additional Information about the Appeals Process
In filing an appeal, you have the opportunity to:

 Submit written comments, documents, records and other information relating to your
  claim for benefits
 Have reasonable access to and review, upon request and free of charge, copies of all
  documents, records and other information relevant to your claim, including the name
  of any medical or vocational expert whose advice was obtained in connection with
  your initial claim
 Have all relevant information considered on appeal, even if it wasn’t submitted or
  considered in your initial claim.

                                     Employee Assistance Plan
                                           April 2011
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The decision on the appeal will be made by a person or persons at the claims
administrator who is not the person who made the initial claim decision and who is not a
subordinate of that person

In making the decision on the appeal, the claims administrator will give no deference to
the initial claim decision

If the determination is based in whole or part on a medical judgment, the claims
administrator will consult with a health care professional who has appropriate training
and experience in the field of medicine involved in the medical judgment. The health care
professional will not be the same individual who was consulted (if one was consulted)
with regard to the initial claim decision and will not be a subordinate of that person.

If benefits are still denied on appeal, the notice that you receive from the final review
level (level 2 review) will provide:

 The specific reasons for the denial
 Reference to the plan provisions on which the decision was based
 A statement that you may receive, upon request and free of charge, reasonable access
  to, and copies of all documents, records, and other information relevant to your claim
 A statement describing any additional appeal procedures, and a statement of your
  rights to bring suit under ERISA (Employee Retirement Income Security Act of
  1974).

Depending on the type of claim, the notice that you receive from the final review level
will also contain the following information:

 If the denial is based on an internal rule, guideline, or protocol, the denial will say so
  and state that you can obtain a copy of the rule, etc., free of charge upon request
 If the denial is based on an exclusion for medical necessity or experimental treatment,
  the denial will explain the scientific or clinical judgment for determination, applying
  the terms of the EAP to the medical circumstances, or state that such an explanation
  will be provided upon request, free of charge.

At both the initial claim level, and on appeal, you may have an authorized representative
submit your claim for you. In this case, the administrator may require you to certify that
the representative has permission to act for you. The representative may be a health care
or other professional. However, even at the appeal level, neither you nor your
representative has a right to appear in person before the claims administrator or the
review panel.

In deciding appeals, the claims administrator acts as the named fiduciary for purposes of
deciding appeals and has discretionary authority to interpret the EAP and to make factual
determinations as to whether you are entitled to benefits. The claims administrator’s
disposition of the claim shall be final.


                                    Employee Assistance Plan
                                          April 2011
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Throughout the review process, the employee or authorized representative may review
pertinent documents at the Employee Benefits Office during regular business hours.

Your Rights
You have certain legal rights which are explained in the description of "ERISA" rights in
the Administrative Information Section of this Employee Handbook.




                                   Employee Assistance Plan
                                         April 2011
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        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




             Flexible Spending Accounts




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                     Table of Contents


OVERVIEW .............................................................................................................................1
YOUR OPTIONS .....................................................................................................................1
YOUR CONTRIBUTIONS .....................................................................................................2
HEALTH CARE FLEXIBLE SPENDING ACCOUNT .......................................................2
Eligible Health Care FSA Expenses........................................................................................3
Ineligible Health Care FSA Expenses .....................................................................................4
Health Care FSA vs. Tax Deduction .......................................................................................6
DEPENDENT DAY CARE FLEXIBLE SPENDING ACCOUNT .....................................6
Eligible Dependents .................................................................................................................6
Eligible Dependent Day Care FSA Expenses .........................................................................7
Ineligible Dependent Day Care Expenses...............................................................................8
CONTRIBUTION LIMITS IF YOU ARE MARRIED .......................................................10
DEPENDENT DAY CARE FSA VS. TAX CREDIT .........................................................10
GENERAL INFORMATION ABOUT THE FLEXIBLE SPENDING ACCOUNTS .....11
See IRS Publications 502 and 503 for Details About Eligible Expenses ...........................11
The Reimbursement Process ..................................................................................................11
2½-Month “Grace Period” for Incurring Eligible Expenses................................................12
Health Care FSA Example .....................................................................................................13
Health Care FSA Reimbursements........................................................................................13
Pharmacy-Only FSA Benefit Card ........................................................................................14
Dependent Day Care FSA Reimbursements .........................................................................15
Reimbursement Checklist ......................................................................................................16
“Use It or Lose It Rule” and Other IRS Regulations ...........................................................16
How Your Other Benefits Are Affected ...............................................................................17
When Participation Ends ........................................................................................................18
This summary plan description ("SPD") describes the Huntington Ingalls Industries, Inc.
Newport News Operations Flexible Spending Accounts for Employees Covered by The
International Association of Fire Fighters, Local Union I-45,Collective Bargaining
Agreement Effective February 15, 2010, through June 8, 2014 (the "Plan"). The Plan was
maintained as a component plan under the Northrop Grumman Corporation Group
Benefits Plan prior to the spin-off of Huntington Ingalls Industries, Inc. (the “Company”)
from Northrop Grumman Corporation (the “Company Spin-off”). In connection with the
Company Spin-off, the Plan was spun-off to and assumed by the Company and became a
component plan under the Huntington Ingalls Industries, Inc. Group Benefits Plan
effective as of the date of the Company Spin-off. If you were enrolled in the Plan
immediately before the Company Spin-off, you remain enrolled in the Plan with the same
flexible spending account election(s) and required contribution after the Company Spin-
off, subject to normal Plan eligibility rules.


Overview

Flexible spending accounts (FSAs) let you pay certain health and dependent day care
expenses with before-tax dollars. By setting aside amounts from your pay on a pre-tax
basis, you reduce the amount of your income that is subject to most federal and state
taxes, and may increase the amount of your take-home pay.

Through payroll deductions, you can set aside pre-set dollars in the FSAs that can be used
to reimburse you for eligible health care and dependent day care expenses. The pre-tax
dollars come out of each paycheck and are credited to a special account. You submit
eligible expenses to each account for reimbursement.


Your Options

With the flexible spending accounts (FSAs), you can:

   Set aside up to $5,000 of before-tax dollars annually in the health care FSA for
    reimbursement of your and your dependent(s)’s eligible health care expenses

   Set aside up to $5,000 of before-tax dollars annually in the dependent day care FSA
    for reimbursement of your eligible dependent day care expenses. If you earn more
    than $110,000 in 2011, your contribution to the dependent day care FSA will be
    limited to $3,500. (Note: this compensation limit may be adjusted periodically as
    required to pass IRS regulations.)

You can enroll in one or both of the FSAs  or you can choose not to participate 
when you are first hired and during annual enrollment. Your choice remains in effect for
the entire benefit plan year, and you cannot make changes until the next annual


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enrollment, unless you experience a qualified life event. (See “Qualified Life Events” for
details.)

At the time of a qualified life event, you may have a negative balance in your health care
FSA. A negative balance occurs when you contribute less money to your account than
you receive in reimbursements. In this case, any changes you make to your contributions
must allow you to repay the negative balance by the end of the benefit plan year.


Your Contributions

If you choose to enroll in one or both of the flexible spending account (FSA) options,
your contributions are deducted from your paychecks on a before-tax basis during each
pay period throughout the benefit plan year (July 1 through June 30). The money is
available for you to use on eligible expenses.

You can contribute as little as $1 each week ($52 each year) to one or both FSAs. The
most you can contribute is the smallest of the following:

   $5,000 each year
   Half your annual salary
   Your annual taxable income if you earn less than $5,000.

Additional limits may apply to the dependent day care FSA if you are married. See
“Contribution Limits If You Are Married” for details.

When you open an account in the middle of the benefit plan year, your maximum
contribution is the annual maximum of $5,000 for the benefit plan year. For example,
suppose you have a qualified life event effective February 1, and you enroll in the health
care FSA. Your participation in the account will continue for five months (21 weeks),
until June 30. You can elect to contribute from $52 to $5,000 for the remainder of the
benefit plan year (21 weeks). The annual contribution amount you elect will be divided
by the number of paychecks remaining and deducted accordingly.


Health Care Flexible Spending Account

You can use the health care flexible spending account (FSA) for health care expenses that
are considered eligible medical expense deductions on your federal income tax return, but
are not reimbursed by another health plan. For example, you can use the account for your
out-of-pocket costs, including deductibles, coinsurance, and copayments.

You can also use the account to reimburse you for eligible medical expenses even if you
are not enrolled for medical, dental, or vision coverage. For example, even if you do not


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have vision coverage in a vision plan, you can submit your expenses for vision exams,
eyeglasses, contact lenses, and vision correction laser surgery.

Note: Your premium contributions for coverage under the Huntington Ingalls Anthem
Keycare 150 Health Plan are not eligible for reimbursement through the health care FSA
because your premium payments are already made on a before-tax basis.

Eligible health care expenses can be for:

   You
   Your spouse
 Any person you claim as a dependent on your tax return
 Any person you could have claimed as a dependent on your tax return except that:
     a. The person filed a joint return,
      b. The person had gross income of $3,650 or more, or
   c. You, or your spouse if filing jointly, could be claimed as a dependent on someone
      else's 2010 return.
 Your biological child, adopted child, stepchild or foster child who is under age 27 at the end
  of your tax year

.


Eligible Health Care FSA Expenses
The health care flexible spending account (FSA) reimburses you for these eligible
expenses:

   Medical and vision plan copayments, deductibles and coinsurance

   Charges above the medical and vision plans’ usual, reasonable, and customary limits

   Expenses that are partially covered by your medical, dental, or vision plan, such as
    the cost of:
     Alcoholism/substance abuse (chemical dependency) treatment (including meals
        and lodging provided by a treatment center)
     Birth control devices
     Chiropractic or physical therapy
     Dental bridges and dentures
     Eyeglasses or contact lenses (including contact lens solutions)
     Hearing aids and their batteries
     Infertility services
     Insulin
     Medical equipment, such as crutches or wheelchairs
     Mental health treatment
     Orthodontia
     Periodontal cleanings
     Prescription drug copayments and coinsurance
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                                              April 2011
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     Retin A (when medically necessary and not for cosmetic purposes)
     Speech therapy

   Certain expenses that are not covered by your medical or dental plan (but can be
    reimbursed), such as the cost of:
     Home modifications to accommodate a disabled person (including disabilities
        caused by arthritis)
     Laser eye surgery, such as LASIK, radial keratotomy and penetrating keratoplasty
     Removal of lead-based paint to prevent your young child who has (or had) lead
        poisoning from eating paint
     Massage therapy
     Over-the-counter medications to treat injury or illness, provided that you have a
        valid prescription for the medication
     Smoking-cessation programs (does not include expenses for drugs that do not
        require a prescription, such as nicotine gum or patches)
     Sterilization reversal

   Travel and lodging away from home for medical reasons; limitations may apply —
    see IRS Publication 502 for details (not all items listed in Publication 502 are eligible
    for reimbursement — for example, premiums for coverage in the medical, dental, and
    vision plan options)

   Tuition and tutoring for a child with severe learning disabilities, including dyslexia

   Transportation to and from your health care provider (including Alcoholics
    Anonymous [AA] meetings)

   Vitamins by prescription

   Weight-loss programs prescribed by a physician for a specific ailment

   Nursing care for a dependent (such as your dependent elderly parents) if it is not
    custodial nursing home care

   Other expenses that are considered eligible medical expenses by the IRS. These
    include the cost of many services and equipment for the disabled. For a complete list
    of eligible medical expenses, see IRS Publication 502.


Ineligible Health Care FSA Expenses
The health care flexible spending account (FSA) does not reimburse you for the
following (even if your doctor recommends them):

   Cosmetic treatment (unless the treatment corrects a deformity arising from or directly
    related to a congenital abnormality, a personal injury resulting from an accident or
    trauma, or a disfiguring disease); cosmetic treatment includes, but is not limited to,

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    teeth bleaching, laser peels, chemical peels, hair transplants and treatment for male
    pattern baldness

   Dance or swimming lessons

   Domestic partner health care expenses

   Drugs prescribed for cosmetic purposes (such as Rogaine, a drug prescribed for hair-
    loss treatment)

   Electrolysis

   Expenses reimbursed through any health insurance policy or plan, such as your
    spouse’s health plan or Medicare

   Expenses you or a family member incurred before the effective date of your health
    care FSA election or change of your health care FSA election

   Expenses you or a family member incurs after the end of the benefit plan year
    (June 30)

   Health club dues, YMCA dues, and related expenses

   Household help

   Liposuction

   Marriage or family counseling

   Maternity clothes, diaper service, and related expenses

   Custodial nursing home care

   Premiums for automobile insurance, including premiums to insure medical care for
    persons injured by or in your car

   Premiums for life, disability or accidental death and dismemberment (AD&D)
    insurance

   Premiums for medical, dental, and vision insurance, including COBRA premiums

   Transportation to and from work (even if your condition requires special means of
    transportation)

   Trips or vacations taken for relief of a condition, change in environment,
    improvement of morale, or general health purposes

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                                             April 2011
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   Tuition for a child with disciplinary problems who is enrolled in a special school

   Uniforms

   Weight-loss programs (unless prescribed by a doctor as medically necessary for the
    treatment of a specific disease or condition)

   Any other expenses considered not deductible on a federal income tax return as an
    allowable medical expense (see IRS Publication 969).


Health Care FSA vs. Tax Deduction
Even though the health care flexible spending account (FSA) reimbursements can reduce
your taxable income, the federal income tax deduction might provide greater savings for
some employees. To claim such a deduction, your health care expenses must exceed
7.5% of your adjusted gross income. Most employees find that their eligible health care
expenses do not reach that amount. However, you should consult with your tax advisor to
determine which method is best for your personal situation.


Dependent Day Care Flexible Spending Account

The dependent day care flexible spending account (FSA) allows you to set aside pretax
dollars to pay for eligible dependent day care expenses while you are working. If you are
married, your spouse also must work (or actively search for work), unless he or she is:

   A full-time student at least five months of the year, or

   Mentally or physically disabled and unable to care for a dependent.

If you are divorced or legally separated, you can use the dependent day care FSA if you
have custody of your child for a longer period during the year than does your child’s
other parent. In addition, you must provide more than half of your child’s financial
support, and your child is claimed as a dependent on your federal income tax return.


Eligible Dependents
Dependent day care expenses that can be reimbursed through the dependent day care
FSA include day care for:

   Children under age 13 whom you claim as dependents on your federal income tax
    return

   A spouse who is incapable of caring for him- or herself

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   Parents, grandparents, children age 13 or older, or other relatives or members of your
    household who:
     Are claimed as a dependent on your federal income tax return,
     Spend at least eight hours each day in your home,
     Receive more than half of their support from you, and
     Are physically or mentally incapable of caring for themselves.

If your spouse is incapable of caring for him- or herself, the expenses you incur for his or
her care must enable you to be gainfully employed, and your spouse must:

   Have a physical or mental condition that does not allow him or her to take care of
    personal, hygienic, or nutritional needs, or

   Require full-time attention for safety reasons.

The fact that your spouse is unable to engage in substantial gainful activity or perform his
or her normal functions may not necessarily qualify for eligible day care expenses for
reimbursement under the plan.


Eligible Dependent Day Care FSA Expenses
The following expenses are eligible for reimbursement under the dependent day care
flexible spending account (FSA):

   The cost of day care provided in or out of your home (including Social Security taxes
    you pay on behalf of your provider) by an eligible babysitter

   The cost of day care provided at a licensed day care center or kindergarten that cares
    for at least six people and complies with local regulations (but not services from a
    facility that charges no fee)

   The cost of day care provided at a summer camp (but not tuition and other fees
    unrelated to day care)

   The cost of day care provided at a private school (but not tuition and other fees
    unrelated to day care if the child is in kindergarten or above)

   Any nonrefundable fees to secure your dependent’s place in a day care center

   Any other expenses that would be considered eligible for a dependent care credit for
    federal income tax purposes. For a complete list of these expenses, see IRS
    Publication 503.




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Your day care provider can be a babysitter if his or her services enable you and your
spouse to work. However, please note that your day care provider cannot be any of the
following:

   Your spouse
   Your child’s other parent
   Your child who is under age 19 at the end of the benefit plan year
   A person whom you or your spouse claims as a dependent for income tax purposes.


Ineligible Dependent Day Care Expenses
The following expenses are not eligible for reimbursement under the dependent day care
flexible spending account (FSA):

   Child support payments

   Clothing, entertainment or food expenses

   Day care expenses incurred during hours when you or your spouse is not working or
    works as a volunteer

   Expenses you incur while you or your spouse is away from work because of vacation,
    illness or leave of absence

   Expenses you or a family member incurred before the effective date of your
    dependent day care FSA election or change of your dependent day care FSA election

   Expenses that are reimbursed by another plan, such as your spouse’s or a government
    plan

   Expenses you incur before you enroll in the dependent day care FSA or after your
    participation ends

   Expenses you incur during any time you cannot claim your dependent as an
    exemption on your federal income tax return

   Expenses you incur after the end of the benefit plan year (June 30)

   Finder’s fees for placement of an au pair or nanny

   Full-time convalescent or nursing home expenses (except care for a mentally disabled
    child under age 13)

   Overnight camp expenses

   Transportation expenses for your caregiver or your dependent

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   Tuition, for the first grade or higher

   Any other expenses considered not eligible for a dependent day care credit for federal
    income tax purposes (see IRS Publication 503).




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Contribution Limits If You Are Married
The table below indicates the maximum allowable tax-free reimbursement from a
Dependent Care FSA, per IRS regulations.

If this is your situation...             Then your maximum annual contribution* is...
You or your spouse earns less            The amount the lower-paid spouse earns, up to $5,000
than $5,000
You and your spouse file a joint         $5,000 for your spouse’s account and your account
income tax return and your               combined
spouse also participates in a
dependent day care flexible
spending account
You and your spouse file separate        $2,500 under the Huntington Ingalls Industries, Inc.
income tax returns                       account
Your spouse is a full-time student       $3,000 (or $250 for each month that your spouse is a
for at least five months of the year     student or is disabled) if you have one dependent
or
Your spouse is disabled                  $5,000 (or $500 for each month that your spouse is a
                                         student or is disabled) if you have two or more dependents


Dependent Day Care FSA vs. Tax Credit
Another way to reduce taxes with your dependent day care expenses is to claim the child
care credit on your federal income tax return.

Here is how the tax credit works: You can claim a 20% to 35% tax credit for child care
expenses. The percentage that applies to you is based on your household income. If you
have one dependent, the maximum expense that you can apply to the credit is $3,000
each calendar year. That means your annual tax saving when you use the credit can be up
to $1,050 (35% x $3,000 = $1,050). If you have two or more eligible dependents, you can
claim up to $6,000 in expenses, and your credit can be a maximum of $2,100 (35% x
$6,000 = $2,100).

You have the option to use both the dependent day care FSA and the tax credit approach.
However, the IRS does not allow you to claim a tax credit for any expenses already
reimbursed under the FSA. In other words, you cannot “double deduct” and receive a tax
saving twice for the same expense.

Moreover, the amount of expenses that qualify for a tax credit are reduced — dollar for
dollar — by the amount that you receive from the dependent day care FSA. That means if
you have one dependent and you contribute $3,000 or more to the flexible spending


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account, you cannot also claim the dependent care tax credit. This rule applies even if
you have additional unreimbursed expenses.

Likewise, with two or more dependents, if you contribute the maximum amount ($5,000)
to the FSA, you may claim a partial tax credit for up to $1,008 in expenses ($6,000 -
$5,000 = $1,000). Of course, smaller FSA contributions allow you to claim a higher
partial tax credit.

The combination of FSA reimbursements and tax credits that provides the greatest tax
saving for you depends on your household income, the number of your eligible
dependents and your income-tax-filing status.

Consult with your tax advisor to determine the best option for your personal situation.


General Information About The Flexible Spending Accounts

See IRS Publications 502 and 503 for Details About Eligible Expenses
IRS publications 502 (medical expenses) and 503 (dependent day care expenses)
generally provide a list of expenses eligible for reimbursement through a flexible
spending account (FSA). (Note: Not all items listed in Publication 502 are eligible for
reimbursement — for example, premiums for coverage in the medical, dental, and vision
plan options). The publications are available:

   At your local IRS office
   From the IRS by calling 1-800-829-3676
   At www.irs.gov


The Reimbursement Process
When you incur an eligible expense during the benefit plan year, you can use the pretax
dollars in your accounts to reimburse yourself. In addition, you can use the money in
your FSA to reimburse yourself for eligible expenses incurred during the 2½-month
“grace period” following the end of the benefit plan year (on June 30). Simply complete a
flexible spending account (FSA) claim form, attach the proper documentation, and send it
to the claims administrator  Benesyst, Inc. Send your completed claim forms and
documentation substantiating the expense (for example, EOBs, cancelled checks, or
invoices) to the address on the claim form.

Claim forms are available by calling the Huntington Ingalls Benefits Center (HIBC) at 1-
877-216-3222 and asking for a supply, or you can download forms from the Forms link at
HII Benefits Connect.




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Within several weeks of submitting a claim, you should receive your reimbursement
check and a statement of your account balance. Reimbursement of expenses that are less
than $20 is delayed until the end of each calendar quarter.

Because your bills may arrive after you receive services, you can submit claims incurred
during the benefit plan year until December 31 — after the benefit plan year and “grace
period” ends.

Look for quarterly statements that show your contributions to the FSAs, your
reimbursements, and your account balances. You also can call the claims administrator at
the number listed on your claim form to find out your current account balance or the
status of a claim.

Note: The claims administrator reviews your claims. However, you are responsible for
ensuring that the expenses are valid IRS deductions. The claims administrator and
Huntington Ingalls Industries, Inc. are not responsible for verifying your claims.

The following sections provide additional details about reimbursements specific to each
account.


2½-Month “Grace Period” for Incurring Eligible Expenses
Participants enrolled in a flexible spending account (FSA) can incur eligible expenses for
a 14½-month period  the regular 12-month benefit plan year (July 1 − June 30) plus the
2½-month “grace period” (through September 15 following the end of the benefit plan
year). The “grace period” applies only to claims that you complete and submit manually
 it does not apply to expenses that are automatically reimbursed (see “Automatic
Reimbursement”). Any expenses incurred during the “grace period” that are eligible for
automatic reimbursement will be paid from the current benefit plan year’s FSA only.

Manual claims for eligible expenses incurred between July 1 and September 15 following
the end of the benefit plan year will be reimbursed first from the prior year’s FSA, then
from the current benefit plan year’s FSA.

Keep in mind that the IRS limits the before-tax reimbursements you can receive in a
single calendar year from the dependent care FSA to $5,000. If you are married, this limit
applies to any reimbursements receive by you and your spouse. If you are reimbursed for
more than $5,000 in a calendar year, you will be responsible for paying taxes on the
excess amount.

Note: Your before-tax contributions will continue to be deducted from your paycheck
only during the 12-month benefit plan year (July 1  June 30); the 2½-month “grace
period” has no impact on when or how you contribute to the FSA(s).




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Health Care FSA Example
Assume the following:

 During the July 1, 2009 − June 30, 2010 benefit plan year, you contributed a total of
  $1,000 to the Health Care FSA
 For the July 1, 2010 − June 30, 2011 benefit plan year, you are:
   Contributing a total of $800 to the Health Care FSA
   Enrolled in the Anthem of Virginia medical plan option
 As of June 30, 2010, you have $100 left in your account (after submitting all claims
  for reimbursement) for the 2009-2010 benefit plan year.

Here’s what will happen as you incur eligible health care expenses. Let’s say you have an
out-of-pocket expense of $200 from a hospital stay in July 2010. This expense occurs
during the 2½-month “grace period.”

You can submit a claim for your hospital stay prior to December 31, 2010, and be
reimbursed as follows:

   $100 from your 2009-2010 FSA (which brings your account balance to $0)
   $100 from your 2010-2011 FSA.

For a list of eligible Health Care FSA expenses, access HII Benefits Connect.


Health Care FSA Reimbursements
When you submit your completed FSA claim form to Benesyst (the FSA claims
administrator), attach an itemized bill, a receipt, or an explanation of benefits (EOB) for
your expenses. (If you need copies of your EOBs, contact your medical plan claims
administrator.)

You can submit health care expenses and receive reimbursement for up to the
total amount you elected to contribute for the entire benefit plan year, less any
reimbursements that already were paid. Your future contributions will be credited
to your account. See the example below.

If you or your dependents are enrolled in more than one health plan (such as your plan
and your spouse’s plan or Medicare), you first have to submit your expenses to those
plans. After you receive reimbursement from all your health plans, you can submit the
balance of your eligible expenses for reimbursement under the health care FSA. Please
include the EOB from both plans with your claim. (You can submit expenses for your
eligible dependents even if they are not covered under the health care plans.)




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Here are two examples of how the health care FSA reimbursement process works:

                                                 Example 1                  Example 2
 Your selected annual contribution                   $600                      $600
 Your contributions as of August                     $100                      $100
 Your submitted claim in August                      $600                      $800
 Your reimbursement                                  $600                      $600
 Your account balance                               ($500)                    ($500)

   In example 1, you are reimbursed the full amount of your $600 claim in August, even
    though you contributed only $100 to your account so far. Your contributions during
    the rest of the benefit plan year will be credited to make up the $500 negative balance
    in your account.

   In example 2, you submit a claim for $800, but receive reimbursement for only $600
    — the total contribution you selected for the year.


Pharmacy-Only FSA Benefit Card
Effective July 1, 2009, all Health Care FSA participants will automatically receive a set
of two Pharmacy-Only Benefit Cards, which must be activated before use. This debit
card makes purchasing prescription and over-the-counter drugs easy. Go to any
participating merchant and pay with your card  no cash or follow-up documentation
necessary (as long as there is a sufficient balance in your Health Care FSA account). The
debit card can only be used for eligible pharmacy benefits  medical expenses such as
copayments, deductibles, coinsurance, vision, and Dependent Day Care expenses are not
eligible.

Participating merchants include most major pharmacy chains. For a complete list of
participating merchants, go to HII Benefits Connect at http://hiibenefits.com, click on
Provider Links and choose Benesyst FSA Claims. Once you arrive at Benesyst’s Web
site, go to the Quick Resources section at the bottom of the page and click on
“Participating Paperless Merchants.” You can then click on any of the merchants for a
link to their “store locator” to find the closest store to you.

Using the Card is easy. Just make your purchase  mixing eligible and ineligible items is
fine. The important part is to present your Pharmacy-Only Benefit Card first and then the
merchant system will sort what is eligible for FSA reimbursement from the ineligible
items, charge the eligible items to your Card (as long as there’s a sufficient balance), and
ask you for an alternate form of payment for the ineligible items.

Please note: Eligible pharmacy claims must be paid for using the Pharmacy-Only FSA
Benefit Card. If you choose a different method of payment for eligible pharmacy


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benefits, you will have to manually submit your claim(s) for reimbursement  your
claim(s) will not automatically be submitted for you.


Dependent Day Care FSA Reimbursements
To receive reimbursement of your eligible dependent day care expenses, submit your
completed FSA claim form to Benesyst, the claims administrator. Include a bill or
cancelled check that shows your day care provider’s Social Security or tax identification
number. (According to IRS rules, your expenses will not be reimbursed if you do not
provide this number.)

For reimbursement of the cost of day care provided by your child’s school, day care must
be shown as a separate item on the tuition bill. Tuition for children in first grade or higher
is not an eligible expense.

You can be reimbursed for eligible expenses up to the balance in your account at the time
your claim is processed. If you have enough money in your account, you will be
reimbursed in full. If you do not have enough money in your account to pay your entire
claim, you will receive an initial reimbursement equal to your current account balance.
The remainder of your claim will be paid automatically after you make additional payroll
contributions to your account. Depending on how much you contribute each week, you
may receive one or several reimbursement checks.

For example, let’s assume you submit a claim for $400 and receive a reimbursement
check for $384 (the amount in your account in August). You will be reimbursed the
remaining $16 after you make additional payroll contributions to your account.

                                                Example
 Your selected annual contribution                $5,000
 Your contributions as of August                   $384
 Your submitted claim in August                    $400
 Your reimbursement                                $384
 Your account balance                               $0

Keep in mind that the IRS limits the before-tax reimbursements you can receive in a
single calendar year from the dependent care FSA to $5,000. (If you are married, this
limit applies to any reimbursements receive by you and your spouse.) If you are
reimbursed for more than $5,000 in a calendar year, you will be responsible for paying
taxes on the excess amount.




                                   Flexible Spending Accounts
                                            April 2011
                                               -15-
Reimbursement Checklist
Each time you submit your health or dependent day care claims, use this checklist to
ensure your paperwork is complete and to speed up reimbursement of your eligible
expenses.

   I already incurred my eligible expenses.

   I incurred my eligible expenses after I began my participation in the plan.

   I incurred my expenses before I ended my participation in the plan.

   I included a receipt from my health care or dependent day care provider that shows
    the:
     Year, month, and day services were provided
     Type of services provided (i.e., dependent day care or type of health care)
     Name of the service provider
     Cost of the services
     Dependent day care provider’s tax identification number or Social Security
         number.

   I was not reimbursed for these expenses under a health plan or another flexible
    spending account.

   If I received partial reimbursement of these expenses under a health plan, I enclosed a
    copy of the explanation of benefits (EOB).

   I fully completed the claim form, signed it and dated it.


“Use It or Lose It Rule” and Other IRS Regulations
Before you enroll in a flexible spending account (FSA), be sure to carefully estimate your
health care and dependent day care expenses for the year. In exchange for the tax savings
you receive, the Internal Revenue Service (IRS) places restrictions on the amount you can
contribute.

For example, under the IRS “use-it-or-lose-it” rule, you lose any funds in your account
that you do not use by the end of the ”grace period” on September 15 following the end
of the benefit plan year. That means that you will not receive a refund, and you will not
be able to roll over any remaining account balances to the next year. These amounts will
be forfeited.

For example, let’s assume:

   You contributed $1,000 to the health care FSA, but you submitted only $800 in
    eligible expenses. You forfeit the $200 balance in your account.

                                   Flexible Spending Accounts
                                            April 2011
                                               -16-
   In addition, you contributed $2,000 to the dependent day care FSA and submitted
    $2,200 in eligible expenses. You would be reimbursed the full $2,000 you contributed
    for the year. But, you could not use the $200 you forfeited in the health care spending
    account to cover the remaining $200 of dependent day care expenses.

                                            Health Care FSA         Dependent Day Care FSA
 Your annual contributions                         $1,000                      $2,000
 Your total eligible expenses                       $800                       $2,200
 Your reimbursement                                 $800                       $2,000
 Amount you forfeit                                 $200                         $0

In addition, IRS rules require that you:

   Cannot transfer money from one FSA to another

   Cannot change the set amounts you choose to contribute during the benefit plan year,
    unless you have a qualified life event

   Will lose your unused account balances if you leave Huntington Ingalls Industries,
    Inc. during the plan year for any reason (unless you elect to continue your health care
    FSA through COBRA — see “COBRA” for details); however, you can submit a
    claim for reimbursement of expenses that you incur before leaving Huntington Ingalls
    Industries, Inc.

   Cannot file for an income tax deduction or tax credit for expenses reimbursed through
    the FSAs.

Also, you cannot use amounts in one FSA to cover expenses of the other FSA.


How Your Other Benefits Are Affected
Your flexible spending account (FSA) contributions will not affect your other Huntington
Ingalls Industries, Inc. benefits that are based on your pay. These other benefits, such as
life insurance, disability, and retirement benefits, will continue to be based on your full
pay before any FSA contributions are distributed.

However, your contributions may affect your Social Security benefits. Your Social
Security benefits are based on your average annual taxable income — up to the Social
Security wage base — during your entire career. Because your FSA contributions lower
your taxable income, your Social Security benefits at retirement or disability may be
slightly less if:

   You earn less than the Social Security wage base for the current year ($106,800 in
    2009), or

                                   Flexible Spending Accounts
                                            April 2011
                                               -17-
   Your before-tax contributions reduce your taxable income below the Social Security
    wage base.

If you earn more than the Social Security wage base, your Social Security benefits are not
affected. For most employees, the current tax savings outweigh any possible reduction in
future Social Security benefits or other government-related benefits.


When Participation Ends
Your participation in the flexible spending accounts (FSAs) ends and your contributions
stop when the first of these events occurs:

   You or your dependents no longer are eligible under the plan
   The plan terminates.

For information about how your enrollment may be affected by certain life events, such
as a leave of absence, refer to “What Happens to Your Benefits in Special Situations.”

Eligible expenses that you incur before your participation ends will be reimbursed, if you
submit a reimbursement claim by December 31  after the benefit plan year ends.

Expenses that you incur after your participation ends are not eligible for reimbursement,
and you forfeit any amounts left in your accounts. However, under certain circumstances,
when your coverage otherwise would end, you may continue participating in the health
care FSA by making after-tax contributions through COBRA. When you elect COBRA,
you can submit expenses for reimbursement and use the balance in your health care FSA
during the benefit plan year.

After the benefit plan year ends, there is no tax advantage to continuing your health care
FSA. So, you may want to discontinue COBRA for the FSA at this time. See “General
Plan Administration: COBRA” for details.




                                   Flexible Spending Accounts
                                            April 2011
                                               -18-
.
                 SUMMARY PLAN DESCRIPTION


                Huntington Ingalls Industries, Inc.
                   Newport News Operations




                 Savings (401(k)) Plan
             For Union Eligible Employees
         Amended and Restated as of March 31, 2011




                      For Employees Covered by
    The International Association of Fire Fighters, Local Union I-45,
                   Collective Bargaining Agreement
           Effective February 10, 2010 through June 8, 2014
                                                Table of Contents


Introduction ................................................................................................................. 1
Savings (401(k)) Plan Highlights .................................................................................. 2
Assistance With Your Questions .................................................................................. 2
Eligibility and Enrollment .............................................................................................. 2
Employee Contributions ............................................................................................... 4
Company Matching Contributions................................................................................. 6
Retirement Account Contributions ................................................................................ 8
Investment Options...................................................................................................... 8
Loan Information ....................................................................................................... 13
Termination of Participation ....................................................................................... 14
Distribution of Benefits ............................................................................................... 14
Miscellaneous ........................................................................................................... 17
Appeal Procedure...................................................................................................... 17
Your Rights ............................................................................................................... 20
Information Provided Pursuant to Federal Securities Laws .......................................... 20
Introduction

In accordance with the disclosure requirement of ERISA, this is the summary plan
description (SPD) for the Huntington Ingalls Industries, Inc. Newport News Operations
Savings (401(k)) Plan for Union Eligible Employees amended and restated as of March
31, 2011 (the “Plan”). To be eligible to participate, you must be actively employed under
the Collective Bargaining Agreement (CBA) of The International Association of Fire
Fighters, Local Union I-45, effective November 6, 2006 through February 7, 2010.
The Plan is maintained by Huntington Ingalls Industries, Inc. (the “Parent Company”) for
the benefit of certain individuals employed by Northrop Grumman Shipbuilding, Inc. (and
any successor entity due to name change) (the “Company”), a subsidiary of the Parent
Company. The Parent Company and the Company were previously subsidiaries of
Northrop Grumman Corporation, at which time the Plan was sponsored by the
Company. On March 31, 2011, the Northrop Grumman Corporation spun-off the Parent
Company and its subsidiaries, including the Company, and the Parent Company
became the sponsor of the Plan.
Although this booklet describes many of the principal features of the Plan, it is
nevertheless only a summary and not an official Plan Document. The official Plan
Document and Trust Agreement govern the operation of the Plan and payment of all
benefits. In the event of any ambiguity in or omission from this SPD, or any conflict
between this SPD and the official Plan Document and Trust Agreement, the official Plan
text and Trust Agreement govern. The actual terms of the Plan are contained in the Plan
documents, which are available from the Huntington Ingalls Benefits Center (HIBC) for a
fee. Requests should be directed to:
       Huntington Ingalls Benefits Center
       P. O. Box 563912
       Charlotte, NC 28256-3912
       1-877-216-3222
Subject to the terms of the collective bargaining agreement, the Parent Company
reserves the right to suspend, reduce, or discontinue contributions under the Plan. The
Parent Company also may amend, suspend or terminate the Plan at any time by written
resolution, subject to the provisions of the Collective Bargaining Agreement. When Plan
amendments are made that materially affect benefits, a summary of the changes will be
communicated to affected Plan participants. If the Plan is terminated, Plan benefits will
immediately become vested for affected participants.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, FOR ISSUANCE UNDER THE PLAN.
The Parent Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission (SEC). Please refer to the section in this
SPD entitled, “Information Provided Pursuant to Federal Securities Laws,” for more
information on the Parent Company’s information requirements.




                                            1
Savings (401(k)) Plan Highlights

The Plan is designed to help eligible employees save and invest for retirement. If
eligible, you may contribute a percentage of your straight-time wages each pay period,
on a before-tax basis, to the Plan. As of December 18, 2006, the Company makes
matching contributions to your savings plan account to help you save for retirement, and
as of April 5, 2010, the Company also makes retirement account contributions on behalf
of certain participants in the Plan. Amounts contributed by you and the Company are
invested, at your direction, in one or more investment funds. Neither the contributions
nor investment earnings are subject to income tax until distributed. (The Social Security
and Medicare tax, however, applies at the time of contribution.) This tax deferral enables
you to save more now and to reinvest all investment earnings so that savings may grow
faster (see Q&As 6 and 7). Both employee contributions and earnings are at all times
100% vested and non-forfeitable. Company matching contributions and earnings are
vested after two years of service, and retirement account contributions and earnings are
vested after three years of service.
When you retire, die, become disabled or otherwise terminate your employment, the full
value of your account is payable to you or to your beneficiary. While you are employed,
withdrawals are only available upon reaching age 59½, although you may borrow from
the Plan, using your account balance as security.

Assistance With Your Questions

If you have any questions about the Plan, you should call Retirement Service Center at
1-800-377-9188 between the hours of 7:00 a.m. and 11:00 p.m. Eastern time, Monday
through Friday. If you have any questions about your rights under ERISA or about this
statement outlining your rights, or if you need assistance in obtaining documentation
from the Plan Administrator, you should contact the nearest regional office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory. You also may contact the Division of Technical Assistance and
Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W., Washington, DC 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.

Eligibility and Enrollment

1.   When am I eligible to participate in the Savings (401(k)) Plan?
     You are eligible to participate in the Plan following the date on which you meet both
     of the following requirements:
      You are an active employee covered by a collective bargaining agreement that
       provides for participation in the Plan.
      You have met the minimum service requirement described under Q&A 2.




                                            2
2.   When will I meet the minimum service requirement?
     Generally, you will meet the minimum service requirement by completing 90 days
     of continuous service with the Company while you are in the bargaining unit.
     In addition, you will satisfy the minimum service requirement if you complete 1,000
     hours of service for the Company (or an affiliated company) within any one-year
     period that begins on your first day of work with the Company (or an affiliated
     company), or an anniversary of that date. Hours of service for this purpose include
     hours you are paid for working and certain non-working hours for which you are
     paid (for example, vacation time counts, but time for which you are paid under
     Workers’ Compensation does not).
3.   How do I enroll in the Plan?
     You may enroll in the Plan 24 hours a day by logging onto
     www.wellsfargo.com/401k or by calling Retirement Service Center at 1-800-377-
     9188 and using the automated voice response system. Retirement Service Center
     representatives are also available 7:00 a.m. – 11:00 p.m. Eastern time, Monday
     through Friday, to assist you with enrollment.
     You will select a straight-time wage contribution percentage and designate an
     investment allocation from the choices offered in the enrollment package. Your
     contributions will be sent to your Plan account. Participation in the Plan is voluntary.
4.   When will my contributions begin?
     Following enrollment, your contributions will begin as soon as administratively
     feasible, but usually within two weeks.
5.   What happens if I terminate employment, or go on leave, and then return to
     work?
     If you terminate employment and later return to work, generally the 90-day service
     requirement must be satisfied again, beginning on the date you return to work,
     before you can enroll in the Plan. However, you qualify for an exception if you met
     this requirement before you left and (a) you were on an approved leave of absence,
     (b) you were reemployed within 12 months of the date you last performed an hour
     of service for the Company or an affiliated company or (c) had joined the Plan and
     made contributions prior to your termination of employment. If you qualify for this
     exception and you are otherwise eligible (see Q&A 1 and 29), you may join (or
     rejoin) the Plan as of the first day of any payroll period following your
     reemployment.
     Because Company matching contributions under the Plan are subject to a two-year
     vesting schedule, you must be employed for two years before you are 100% vested
     in your Company matching contributions. If you terminate employment with the
     Company before earning two years of vesting service, you receive no company
     matching contributions under the Plan. Similarly, the three-year vesting schedule
     for retirement account contributions means that you receive no retirement account
     contributions under the Plan if you terminate employment with the Company before
     earning three years of service.




                                             3
     The following type of absence may not cause you to incur a break in service:
     Family and Medical Leave Act (FMLA) Leave of Absence. To keep from
     incurring a break in service, you can receive credit for up to 501 hours if you are on
     an approved FMLA leave of absence. Your hours of service for this purpose are
     equal to the amount you would have received if you continued working. If that
     number cannot be determined, you receive eight hours for each day you are
     absent, up to a maximum of 501 hours, but you do not earn vesting service,
     credited service, or early retirement service during this period.
     Hours for this purpose are usually credited during the calendar year in which your
     FMLA begins. However, if you do not need the hours to prevent a break in service
     during that year, the hours are credited toward the following calendar year.
     For example, let’s assume:
        You work 1,805 hours in 2011, then you go on family leave
        You are out on family leave for 12 weeks, from December 2011 through March
         2012.
     Because you worked more than 501 hours in 2011, you do not incur a break in
     service. When you return to work in March, you are credited with 480 hours (8
     hours times 5 days times 12 weeks) toward the 501 hours needed to avoid a break
     in service in 2012. However, the 480 hours are not used to calculate vesting,
     credited, or early retirement service and are used only to avoid a break in service.

Employee Contributions

6.   What is the advantage to me of making contributions to the Plan?
     The Plan's special advantages are that it allows you to save with before-tax dollars
     and provides you with matching contributions and (if applicable) retirement account
     contributions from the Company to help you save even more. When it comes to
     saving, the distinction between before-tax and after-tax dollars is an important one.
     After-tax dollars are what you "take home" after all federal, state, and local taxes
     are deducted from your pay. When you save at your local bank, you are using after-
     tax dollars because you are saving with money that already has been taxed.
     Before-tax dollars are your gross pay before federal income, state, and local taxes
     are deducted. When you save with before-tax dollars, the Company sends part of
     your pay, in the form of wage reduction contributions, directly to the Plan. Your
     before-tax contributions, along with any company matching contributions or
     retirement account contributions, and earnings on your investments, are free from
     federal income taxes and withholding as long as they remain in the Plan. (Although
     any life insurance or disability benefits you may have through the Company
     continue to be based on your wages before the contribution, your federal income
     taxes are based on your wages after deducting the contributions.) Saving through
     the Plan is like taking a tax deduction for the amount you save.




                                             4
     To look at it another way, you only need to earn $1,000 to save $1,000 on a before-
     tax basis. On an after-tax basis, however, you need to earn $1,389 to save $1,000
     — assuming that you are in the 28% tax bracket.
     Saving through the Plan offers a very attractive opportunity. It allows you to save
     the same amount of money you may already be saving elsewhere, and increase
     your spendable income at the same time. Alternatively, you can increase the
     amount you are saving with no reduction of your spendable income. This example
     illustrates how it works:
     Assume you earn $35,000 a year and save 6% or $2,100. Here is the difference
     savings on a before-tax basis can make:

                                            After-Tax Savings         Before-Tax Savings through
                                         outside the Savings Plan          the Savings Plan
      Gross pay                                   $35,000                        $35,000
      Before-tax savings                              -                           - 2,100
      W-2 (taxable) pay                           $35,000                        $32,900
      Approximate federal income tax*              - 1,628                        - 1,423
      Approximate Social Security tax              -2,678                         -2,678
      After tax-savings                            - 2,100                           -
      Net pay                                     $28,594                        $28,799
      Approximate yearly increase in
                                                                                  $ 205
      spendable earnings


     * Uses federal income tax tables for 2010, assuming you are married, file jointly and use
       the standard deduction. In most cases, state and local taxes may also be reduced, which
       means your spendable earnings would increase even more.
7.   Are there other tax advantages of saving through the Plan?
     Yes. As described above, your contributions are not subject to federal income tax
     when they are paid over to the Plan. Another advantage of the Plan is that you pay
     no federal income tax on your investment earnings (the money that your wage
     reduction contributions earn) while those earnings remain in your Plan account.
8.   How is the amount I contribute determined?
     When you enroll in the Plan, you will indicate the before-tax percentage of your
     eligible compensation that you want to contribute; this lowers your taxable income
     and your current income taxes. The percentage must be a whole number not less
     than 1% nor more than 30%.




                                              5
9.   May I change the amount of my contributions after I enroll?
     Yes. You may change your contribution percentage at any time by contacting
     Retirement Service Center at 1-800-377-9188 or logging onto
     www.wellsfargo.com/401k.
10. Is there a limit on the amount that I can contribute?
    Yes. Federal tax law limits the amount you may save under this Plan in several
    ways:
      There is a total dollar limit on the amount you may contribute in any calendar
       year. In 2011, the limit is $16,500. If you are age 50 and over, you may be able
       to make additional catch-up contributions of $5,500 if you contribute the
       maximum $16,500, for a total of $22,000 to your Plan account. This amount is
       subject to change from year to year.
      The amount you can save under this Plan may be reduced because of
       contributions made by you, or the Company, under other tax-qualified plans.
       There is a limit on contributions and benefits under tax-qualified retirement
       plans which, in 2011, is 100% of your annual pay or $49,000, whichever is less
       (including before-tax, Company matching and retirement account contributions)
       for the year. You will be notified if your contributions must be reduced because
       of this limit.
      Your contributions may be subject to additional limitations if you are a highly
       compensated employee (as defined by the Plan). If you fall into this category,
       you will be notified of any contribution limitation.
11. What happens to the money I contribute?
    Your contributions will be forwarded to the Plan Trustee weekly and will be invested
    in the available investment funds, according to your directions (see Q&As 15 and
    16). The Plan Trustee will establish an individual participant account for you in
    which your contributions, and any income, gains or losses from their investment,
    will be recorded. The Plan is designed to comply with Section 404(c) of ERISA.
    This means that neither the Company nor any employee of the Company can offer
    you any investment advice and that neither the Plan Trustee nor any other Plan
    fiduciary will have any liability for losses which are the direct and necessary result
    of your investment instructions.

Company Matching Contributions

12. Does the Company make matching contributions to my savings plan
    account?
    Yes. As of December 18, 2006, the Company makes contributions to your account
    that are based on the percentage of eligible compensation that you elect to
    contribute to the Savings Plan each pay period.




                                            6
13. How much does the Company contribute to my savings plan account in
    matching contributions?
    As of December 18, 2006, the Company will match 100% of your first 2% of before-
    tax contributions. As of December 17, 2007, the Company will match an additional
    50% of the next 2% that you contribute to the Plan. As of December 22, 2008, the
    Company will match an additional 25% of the next 4% of your contributions to the
    Plan.
     The following chart describes how the Company matching contribution works,
     based on how much you contribute:
                                                                                          As a
                                                                                      Percentage of
 Effective      Your         As a Percentage of         Company Matching               Your Eligible
   Date      Contribution    Your Contribution        Contribution on the Dollar      Compensation
December        1.0%                100%                       $1 for $1                  1.00%
18, 2006
                2.0%                100%                       $1 for $1                  2.00%

December        1.0%                100%                       $1 for $1                  1.00%
17, 2007
                2.0%                100%                       $1 for $1                  2.00%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                3.0%                                                                      2.50%
                             50% on the next 1%      $.50 on the $1 for the next 1%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                4.0%                                                                      3.00%
                             50% on the next 2%      $.50 on the $1 for the next 2%
December
                1.0%                100%                       $1 for $1                  1.00%
22, 2008
                2.0%                100%                       $1 for $1                  2.00%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                3.0%                                                                      2.50%
                             50% on the next 1%      $.50 on the $1 for the next 1%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                4.0%                                                                      3.00%
                             50% on the next 2%      $.50 on the $1 for the next 2%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                5.0%        50% on the next 2% +     $.50 on the $1 for the next 2%       3.25%
                             25% on the next 1%      $.25 on the $1 for the next 1%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                6.0%        50% on the next 2% +     $.50 on the $1 for the next 2%       3.50%
                             25% on the next 2%      $.25 on the $1 for the next 2%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                7.0%        50% on the next 2% +     $.50 on the $1 for the next 2%       3.75%
                             25% on the next 3%      $.25 on the $1 for the next 3%
                            100% on the first 2% +    $1 for $1 on the first 2% and
                8.0%        50% on the next 2% +     $.50 on the $1 for the next 2%       4.00%
                             25% on the next 4%      $.25 on the $1 for the next 4%




                                           7
Retirement Account Contributions

14.     Does the Company make other Contributions under the Plan?
       Yes. As of April 5, 2010, the Company makes retirement account contributions to
       the accounts of certain participants in the Plan. Retirement account contributions
       are made each pay period to employees who are not eligible to participate in any
       qualified pension program of the Parent Company or any of its affiliates and who
       are:
           Eligible to participate in the Plan;
           Hired or rehired on or after April 5, 2010; and
           Covered by the International Association of Fire Fighters, Local Union I-45,
            Collective Bargaining Agreement.

15.    How much does the Company Contribute in Retirement Account
       Contributions?
       The contributions you receive are a percentage of your eligible compensation,
       based on your age on December 31 of the year for which the contributions are
       made, as shown in the table below.


 Age                    Percentage of Your Eligible Compensation
 Under 35               3%
 35 to 49               4%
 50 and older           5%


Investment Options

16. What investment options do I have?
    The 401(k) Plan currently offers 12 investment options. You may allocate your
    contributions, Company matching contributions and retirement account
    contributions among the available investment funds in multiples of 1%. The
    Company decides which investment funds to make available, and these may
    change from time to time. As of March 2011, the following investment funds are
    available:
       Huntington Ingalls Fund – The Huntington Ingalls Fund provides an opportunity
       for you to participate in the growth of the Parent Company and its affiliates through
       the purchase of Parent Company common stock. This makes you part owner of the
       Parent Company and gives you full voting rights for any shares of stock that are
       attributable to your account.
       All contributions to the Huntington Ingalls Fund are held in an employee stock
       ownership plan (ESOP). As an ESOP, the fund invests entirely in Parent Company
       common stock, and is subject to risk with respect to Parent Company profitability
       and investors’ perceptions of the Parent Company’s financial future, the industry,


                                               8
and the stock market in general. The fund has the potential for losses as well as
gains.
Northrop Grumman Fund – Prior to the spin-off, you had the opportunity to invest
your account balance in the common stock of Northrop Grumman Corporation
through the Northrop Grumman Fund under the Northrop Grumman Shipbuilding,
Inc. Newport News Operations Savings (401(k)) Plan for Union Eligible Employees.
The Northrop Grumman Fund will be maintained under this Plan for a period of time
that will be determined by the Investment Committee for the purpose of permitting
participants the opportunity to divest their interests in the Northrop Grumman Fund.
During such time, participants may direct the transfer of investments out of the
Northrop Grumman Fund, but they may not direct any transfers, contributions or
other investments into the Northrop Grumman Fund. Dividends, if any, will be
reinvested in the fund. Commencing on a date selected by the Investment
Committee, any investments remaining in the Northrop Grumman Fund will be
liquidated and the proceeds will be deposited into one or more investment funds to
be determined by the Investment Committee. For more information about this fund,
please contact the Plan Administrator.
Ten different professionally managed mutual funds/collective funds:
 Invesco Van Kampen Equity and Income Fund (ACETX) – This fund seeks
  current income; growth is a secondary consideration. The fund invests primarily
  in income-producing equity instruments (including common stocks, preferred
  stocks, and convertible securities) and investment-grade quality debt securities.
  It invests at least 65% of total assets in income-producing equity securities. The
  fund may invest up to 25% of total assets in securities of foreign issuers. It may
  invest up to 15% of total assets in real estate investment trusts. The fund may
  also purchase and sell certain derivative instruments to facilitate portfolio
  management and to mitigate risk.
 Dodge & Cox Stock Fund (DODGX) – This fund seeks long-term growth of
  principal and income; current income is a secondary consideration. This fund
  invests primarily in a broadly diversified portfolio of common stocks. In selecting
  investments, the fund invests in companies that, in Dodge & Cox’s opinion,
  appear to be temporarily undervalued by the stock market but have favorable
  outlook for long-term growth.
 Perkins Midcap Value Fund (JMIVX) – The fund seeks capital appreciation.
  The fund primarily invests in the common stocks of mid-sized companies whose
  stock prices the portfolio managers believe to be undervalued. It normally
  invests at least 80% of assets in equity securities of companies whose market
  capitalization falls, at the time of purchase, within the 12-month average of the
  capitalization range of the Russell Midcap Value index. The fund may invest in
  foreign equity and debt securities, which may include investments in emerging
  markets. It can also invest in derivatives.
 Invesco US Small Cap Value Fund (MCVAX) – This fund seeks above-
  average total return over a market cycle of three to five years. The fund
  normally invests at least 80% of assets in common stocks of small cap
  companies traded on a U.S. securities exchange. The fund invests up to 10% of
  assets in REITs. The fund invests up to 10% of assets in securities of foreign
  issuers, including issuers located in emerging markets or developing countries.



                                       9
    The securities may be denominated in U.S. dollars or in currencies other than
    U.S. dollars.
   American Funds EuroPacific Growth Fund (RERFX) – This fund invests at
    least 80% of net assets in securities of issuers in Europe and the Pacific Basin
    that the investment adviser believes have the potential for growth. Growth
    stocks are stocks that the investment adviser believes have the potential for
    above-average capital appreciation.
   Fidelity U.S. Bond Index Fund (FBIDX) − This investment seeks to provide
    investment results that correspond to the total return of the bonds in the Barcap
    U.S. Aggregate Bond Index. It uses statistical sampling techniques based on
    duration (a measure of interest rate sensitivity), maturity, security structure and
    credit quality.
   Wells Fargo Enhanced Stock Market Fund (ESMKTG) − The Enhanced
    Stock Market Fund seeks to provide a total rate of return equal to or exceeding
    that of the S&P 500 market index each calendar year. To achieve its objective,
    the fund expects to invest in a diversified portfolio of common stocks and/or use
    S&P 500 futures contracts.
   Wells Fargo Advantage Omega Growth Fund (EOMYX) − The fund seeks
    long-term capital growth. The fund invests primarily, and under normal
    conditions substantially all of its assets, in common stocks of U.S. companies of
    any market capitalization.
   Invesco Van Kampen Capital Growth Fund (ACPDX)  This fund seeks
    capital growth. The fund invests primarily in a portfolio of growth-orientated
    companies. It may invest up to 25% of total assets in foreign companies. The
    fund may purchase and sell certain derivative instruments, such as options,
    future contracts, options on futures contracts and stock index options and
    futures contracts.
   Wells Fargo Advantage Government Securities Fund Admin (WGSDX) 
    The fund seeks current income.

A Money Market Account:
Wells Fargo Advantage Treasury Plus Money Market Account (PISXX)  The
fund seeks current income while preserving capital through liquidity. The fund
invests exclusively in high-quality, short-term money market instruments that
consist of U.S. Treasury obligations and repurchase agreements collateralized by
U.S. Treasury obligations.
The different investment options provide a range of risk, liquidity, and investment
return opportunity. The Company does not recommend any investment option over
any other. Past performance of any investment is not a guarantee of future
performance. The Company makes available to you brochures and prospectuses
for the mutual funds. You must make your own decisions about your Plan
investments. Your selection of options should take into account your personal
financial situation, including your total assets and investments both inside and
outside the Plan, and how long you intend to have the funds invested.
You may invest your current contributions in any combination of whole
percentages, so that all percentages total 100%. For example, if you select three



                                       10
     options, you might choose 35%, 25% and 40%, respectively. You decide the
     combination.
     In certain situations (e.g., excessive trading or market timing, etc.), your ability to
     change and/or direct investments may be limited or stopped. The fund
     prospectus(es) and/or fact sheet/s provide more information on trading restrictions
     that may apply to the investment option(s) that you select.
     In the event of a tender or exchange offer for a security held in your account, you
     will be able to direct your response to the offer. More information (including a
     prospectus) on investment options are available by calling Retirement Service
     Center at 1-800-377-9188 or logging onto www.wellsfargo.com/401k.
17. May I change the way my contributions are allocated among investment
    funds?
    Yes. When you enroll, you must select an initial allocation for your contributions.
    You may change this allocation at anytime with respect to subsequent
    contributions, by calling Retirement Service Center at 1-800-377-9188 or by logging
    onto www.wellsfargo.com/401k. A change in allocation will affect future
    contributions and loan payments; it will not affect any investments already made.
    Changes will be made as soon as administratively feasible and neither the Plan
    Trustee nor the Company is responsible for any investment losses during the
    transaction processing period.
18. May I change how amounts already in my account are invested?
    Yes, you may re-allocate (trade) the assets in your account on a daily basis
    (subject to normal settlement provisions) among the available investment funds by
    calling Retirement Service Center at 1-800-377-9188 or by logging onto
    www.wellsfargo.com/401k. Note that only new contributions to the Plan can be
    invested in the Northrop Grumman Fund. You cannot transfer money from other
    investment choices into the Northrop Grumman Fund.
     Investment changes will be made as soon as administratively feasible, and neither
     the Plan Trustee nor the Company is responsible for any investment losses during
     the transaction processing period. Transaction costs, if any, will be charged to your
     account. Liquidation or reinvestment will be made at current market rates prevailing
     at the time of the transaction (See Q&A 17). Investment transactions do not result
     in an immediate tax consequence for you. For example, if a security in your
     account is sold for more than its purchase price, you will not currently incur a
     taxable gain on the sale (See Q&A 7).
19. How is the price of an investment determined?
    Your request to purchase or sell Parent Company stock fund or mutual fund
    shares, and your request to diversify out of the Northrop Grumman Fund, will be
    processed the same business day if your request is received by 4:00 p.m. Eastern
    time, excluding holidays and weekends. Requests received after 4:00 p.m. Eastern
    time and on holidays and weekends will be processed the following business day
    after the trade has been requested.
20. How will I be informed of the status of my account?
    Following the end of each quarter, you will receive a personal account statement
    showing the status of your 401(k) account as of the previous quarter end. The


                                             11
     investment funds are valued on a daily basis, and your account also is updated at
     this time.
     You also have access to an automated voice response system at 1-800-377-9188
     and Internet site at www.wellsfargo.com/401k for current information about your
     Plan account.
21. Can I lose part of my account?
    You are always 100% vested in your employee contributions to the Plan, and the
    Company cannot take this portion of your account under any circumstances.
    However, Company matching contributions under the Plan are subject to a two-
    year vesting schedule. You must be employed for two years before you are 100%
    vested in your Company matching contributions. If you terminate employment with
    the Company before earning two years of vesting service, you receive no Company
    matching contributions under the Plan.
     You will also become 100% vested in your Company matching contributions if you
     attain normal retirement age or terminate employment on account of death,
     disability or a “reduction in force.”
     Retirement account contributions under the Plan are subject to a three-year vesting
     schedule. You must be employed for three years before you are 100% vested in
     your retirement account contributions. If you terminate employment with the
     Company before earning three years of vesting service, you receive no retirement
     account contributions under the Plan.
     You will also become 100% vested in your retirement account contributions if you
     attain normal retirement age or terminate employment on account of death or
     disability.
     Of course, it is possible to lose part of your account if there are losses due to the
     investment of the Plan funds. The mutual funds, common trust funds, and common
     stock funds are professionally managed by their respective portfolio groups, and by
     such are obligated to invest the monies prudently. The value of investments can fall
     as well as rise. No investment is free of risk and losses may occur. Past
     performance is no guarantee of future performance. Investments are not FDIC
     insured. None of the Parent Company, Company or the Plan Trustee has any
     obligation to make up any losses or to guarantee any minimum earnings as long as
     they act properly under the law.
     Your account is also protected from the claims of creditors, except in the case of a
     qualified domestic relations order (See Q&A 35).
22. Can I use the money in my account to meet financial needs that arise before
    retirement?
    There are two ways in which you may use your savings to meet financial needs
    arising before retirement: (1) under limited special circumstances, by withdrawing
    funds from the Plan, and (2) by obtaining a loan from the Plan.
23. Under what circumstances may I withdraw funds from the Plan before
    retirement?
    If you become permanently disabled, or if you have reached the age of 59½, you
    may withdraw in cash all or part of your account balance. You may request a


                                           12
     withdrawal by contacting Retirement Service Center at 1-800-377-9188. You may
     only make one such withdrawal per calendar year. Keep in mind that withdrawals
     are subject to taxes (See Q&A 36). In addition, funds withdrawn may not be
     reinvested in the Plan.

Loan Information

24. Under what circumstances may I obtain a loan?
    If you are employed by the Company (or an affiliated company) and have a balance
    in your account, you may apply for a loan from the Plan. However, you may have
    only one loan outstanding at any time. A subsequent loan may be obtained as soon
    as administratively feasible following the payoff of the prior loan.
25. How much may I borrow?
    You may borrow up to one-half of your vested account balance (not including your
    retirement account contributions), subject to a minimum of $500 and a maximum of
    $50,000. All loans must be in increments of $100.
26. What interest rate will be charged on loans?
    The rate will be 1% above the prime rate as reported in that day's edition of The
    Wall Street Journal.
27. What procedure must I follow to obtain a loan?
    To obtain a loan, you must contact Retirement Service Center at 1-800-377-9188.
     The Plan Trustee will liquidate your interests in the investment funds to the extent
     necessary to provide funds for the loan and to pay that amount to you. Unless you
     give other directions, each investment fund will be reduced by the same percentage
     except that retirement account contributions are not eligible for loans. Your
     repayments will be distributed among investment funds in the manner that you
     specify for your wage reduction contributions.
     Note: Loan proceeds do not come from the Northrop Grumman Fund. Any amounts
     in the Northrop Grumman Fund will be used to determine the loanable amount, but
     proceeds come from the other investment funds.
     Complete details of the loan rules may be obtained from the Plan Trustee at
     www.wellsfargo.com/401k and are subject to change from time to time.
28. What loan repayment schedule will apply?
    Plan loans can be made with a repayment schedule for any number of months, but
    cannot exceed 4½ years. Loan payments must be made weekly through equal
    irrevocable payroll deductions sufficient to repay the loan (both principal and
    interest) within the repayment period. You may repay the loan in advance without
    penalty.
     If you fail to make a loan payment when due, or in the event of your death or
     termination of employment with the Company and all affiliated companies, the
     entire unpaid balance of the loan, plus any accrued interest, will become due and
     payable. The amount due and payable, plus any interest accruing thereafter, will be
     deducted from your participant account at the time you are eligible to receive a
     distribution under the Plan.


                                           13
     Loan repayment arrangements can change if you become disabled or take a leave
     of absence. While you are in a paid status, loan repayments will continue to be
     deducted from your pay check. If you are placed in an unpaid status or if you
     separate from service with the Company, your loan repayments become due in full.
     You should be aware that a Plan loan that is not repaid within five years, and any
     loan for which repayments are not made at least quarterly, may be treated by the
     federal government as, in effect, distributed to you and includable in taxable
     income.
29. Are there any fees associated with taking a loan?
    There are no fees that the participant must pay; however, the Company pays a
    nominal loan processing fee each month during the repayment period.

Termination of Participation

30. May I stop participating in the Plan at any time?
    Yes. You may stop participating at any time by calling Retirement Service Center at
    1-800-377-9188 or logging onto www.wellsfargo.com/401k. Your contributions will
    be suspended as soon thereafter as is administratively feasible, but the suspension
    cannot take effect before the first pay period following receipt of your notice.
31. May I resume participation after having stopped?
    Yes. You may resume participation at anytime by simply calling Retirement Service
    Center at 1-800-377-9188 or logging onto www.wellsfargo.com/401k.
32. Are there any circumstances under which my participation will automatically
    be terminated?
    Yes. Your contributions will be automatically terminated if you take an authorized
    leave of absence or military leave. Your contributions will also be automatically
    terminated, and you will cease to be eligible to make contributions, if you leave the
    Company’s employ or are no longer covered by a collective bargaining agreement
    that provides for participation in the Plan. If and when you return to work, you may
    resume participation as described in Q&A 5.

Distribution of Benefits

33. When will my account be paid to me?
    You may request distribution of your account when you terminate employment with
    the Company and all its affiliated companies for any reason, including layoff, death,
    or retirement, attainment of 59½, or upon becoming disabled. However, if your
    account balance is greater than $1,000, you may postpone the distribution until you
    reach age 62 or die, whichever comes first. If you remain an active employee,
    federal law requires distribution of your account by the later of (a) the calendar year
    in which you terminate employment or (b) the calendar year in which you reach age
    70½. You must contact Retirement Service Center at 1-800-377-9188 to apply for a
    distribution.
34. What form will the distribution take?



                                            14
     Distributions from all sources (except the Northrop Grumman Fund and Huntington
     Ingalls Fund) will be made in a single lump sum payment. Distribution from the
     Northrop Grumman Fund and the Huntington Ingalls Fund can be paid in cash,
     stock, or a combination of both – whichever you choose.
     At the time of distribution, you may elect to have any portion of the distribution paid
     directly to you or paid as a rollover to an eligible retirement plan. Or, you may elect
     to receive payments over your lifetime  under this “payable for life” option, your
     account is used to purchase an annuity contract from an insurance company and
     the contract pays you an actuarially reduced monthly benefit for the rest of your life.
35. What happens if I die before my account is distributed?
    The entire value of your account at the time of your death will be distributed to your
    designated beneficiary, your spouse, or the executor or administrator of your
    estate, as described below.
     When you enroll in the Plan, you may designate a beneficiary to receive your
     interest in the Plan in the event of your death. You may change or revoke a
     designation at any time. However, if you are married and wish to designate a
     beneficiary other than your spouse, your spouse must consent to the designation.
     This consent must be given on a form provided by the Huntington Ingalls Benefits
     Center for this purpose and signed by your spouse in the presence of a notary
     public. Beneficiary designations (including changes and revocations) are effective
     upon receipt of the properly executed form by the Huntington Ingalls Benefits
     Center.
     If you designate someone other than your spouse as your beneficiary, but that
     person predeceases you, then your account will be distributed to your spouse. If
     you are not survived by a spouse or a designated beneficiary, your account will be
     distributed to the executor or administrator of your estate.
36. What must I or my beneficiary do to receive my benefits?
    If you are a terminated participant and your account balance is $1,000 or less, you
    will receive your distribution automatically. If it is more than this, distribution will not
    be made before you reach age 62 unless you request it. At the time of your
    termination or other event qualifying you for a distribution (see Q&A 31), you will
    have the opportunity to decide whether to apply for your distributions or to request
    that the distribution be deferred.
37. Can the money in my account be assigned to someone else?
    Although you may designate a beneficiary to receive death benefits (as described
    in Q&A 33) you may not assign any of the money in your account to anyone else.
    With one exception, no one else may claim your savings to pay your debts.
    Qualified domestic relations orders (court orders requiring payments to your
    spouse, former spouse or dependents) are the exception. The Plan must honor
    these orders. If it is determined that an order is valid, the Plan Trustee will pay out
    of your account the amount specified to the designated individual at the required
    time, whether or not you are entitled to a distribution from the Plan. You will be
    notified if the Plan receives a qualified domestic relations order that relates to your
    account and you will be informed of any action taken in this regard. If you have
    questions concerning the special rules that apply to accounts subject to qualified



                                               15
     domestic relations orders, you should contact the Huntington Ingalls Industries, Inc.
     Domestic Relations Group at 1-877-324-4255 for a copy of the Plan's procedures
     for handling such orders.
38. Are my Plan benefits subject to taxes?
    Generally, all benefits paid from the Plan are subject to federal and state income
    tax when you or your beneficiary (including a spouse or former spouse who
    receives benefits pursuant to a qualified domestic relations order) receive them. In
    addition, a 10% excise tax may apply, unless the distribution: (1) is made after you
    reach age 59½; (2) is made as a result of your death or disability or after your
    separation from service after age 55; (3) is used to pay certain medical costs; or
    (4) is paid to an alternate payee under a "qualified domestic relations order." Also,
    any payments that are made to your beneficiary on account of your death may be
    subject to federal estate tax.
     The manner in which your Plan benefits will be taxed depends on certain elections
     available to you under the Internal Revenue Code. When you receive a payout due
     to termination of employment or retirement, you may be able to postpone paying
     taxes (including the 10% excise tax) by transferring — or "rolling over" — all
     amounts into a traditional individual retirement account ("IRA") or other qualified
     retirement arrangement within 60 days of receipt. You will be provided further
     information in this regard if you receive a distribution which may be "rolled over." If
     you receive your entire account balance within one taxable year, either for
     termination of employment or after you reach age 59½ (a "lump sum distribution"),
     special rules may apply for Federal income tax purposes. If the distribution includes
     shares of Parent Company common stock, any appreciation in the value of the
     stock over the price at which the stock was purchased for your account ("unrealized
     appreciation") will be excluded from your taxable income in the year of the
     distribution, unless you choose to pay the tax on this amount at that time. If you
     choose to exclude the unrealized appreciation from taxable income in the year of
     the distribution, and you later sell the stock at a gain, this unrealized appreciation
     will be taxable in the year of the sale. If you have been in the Plan for five or more
     taxable years before the year when you receive a lump sum distribution and you
     were born before January 1, 1936, you may be able to elect to apply special ten-
     year income averaging to the taxable amount. This special tax treatment is only
     available if you also choose to treat all such distributions received during the year
     under all qualified plans in which you participate as lump sum distributions. You
     may make only one such election and there are other limitations.
     Federal income tax withholding at a mandatory 20% rate is required on all taxable
     distributions. Some states require that state taxes be withheld as well. However, in
     most circumstances you may defer taxation and avoid the 10% penalty on
     premature distributions by rolling over all or a part of your distribution to an
     Individual Retirement Account (IRA) or another qualified plan that accepts rollovers.
     You may request the Plan Trustee to make a direct rollover for you, or you may
     make the rollover yourself so long as it is within 60 days after you receive your
     distribution.
     You should keep in mind that tax laws are complex and subject to change. This
     SPD provides only a brief summary of how your Plan account is treated under
     current federal law. Applicable tax treatment under state and local law may differ. IF


                                            16
     YOU HAVE A SPECIFIC QUESTION ABOUT THE TAXATION OF YOUR PLAN
     BENEFITS, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR. YOUR
     BENEFITS REPRESENTATIVE IS NOT QUALIFIED TO ASSIST YOU IN THIS
     REGARD.
39. Do Veterans have any special rights under the Plan?
    If you are a Plan participant, leave the Company to serve in one of the "uniformed
    services" of the United States, give notice, if possible, and promptly return to work
    for the Company, you may have special rights under federal law for a limited time to
    contribute additional "make-up" before-tax Contributions for the period of your
    uniformed service. If you qualify for the right to contribute "make-up" before-tax
    Contributions, the period you have to make the contributions begins on the date of
    your return to the Company and continues for five years or, if less, three times the
    length of your uniformed service. After the end of the period, you will no longer be
    able to make these "make-up" before-tax Contributions. If you want to contribute
    "make-up" contributions to the Plan, you should check with Retirement Service
    Center by calling 1-800-377-9188 as soon as possible following your return from
    uniformed service to determine if you qualify and, if so, to complete the necessary
    paperwork.

Miscellaneous

40. What if I receive an overpayment of benefits?
    Although every effort is made to ensure benefit payments are correct, the
    Company reserves the right to correct any errors that are made and to recover any
    overpayment made to you or your beneficiary. This right includes the authority to
    offset future benefits or seek repayment by you or your beneficiary of any
    overpayment.

41. Are there any restrictions on trading by corporate officers?
    Huntington Ingalls Industries, Inc. is a “publicly traded company” with common
    stock available for purchase by the general public. As a result, the Company has
    implemented policies that subject certain officers of the Company to trading
    restrictions. In particular, these officers of the Company can only make elections
    relating to investments, withdrawals and loans with respect to the Huntington
    Ingalls Fund during time periods specified by the Company. For the same reasons,
    certain officers of the Company who invest in the Northrop Grumman Fund are
    subject to similar trading restrictions.

Appeal Procedure

42. What can I do if my application for benefits is denied?
    If your initial request for benefits is denied, you will receive notice of the Plan
    Administrator’s decision on your claim for benefits generally within 90 days after the
    Plan Administrator receives your request, except for situations requiring an
    extension of time because of matters beyond the control of the Plan, in which case
    the Plan Administrator may have up to an additional 90 days to provide you such
    notification.


                                           17
If the Plan Administrator needs an extension, it will notify you prior to the expiration
of the initial 90 day period, state the reason why the extension is needed, and state
when it will make its determination. If an extension is needed because you did not
provide sufficient information or filed an incomplete claim, the time from the date of
the Plan Administrator's notice requesting further information and an extension until
the Plan Administrator receives the requested information does not count toward
the time period the Plan Administrator is allowed to notify you as to its claim
decision.
If your claim for a benefit is denied, in whole or in part, you (or your beneficiary)
must receive a written explanation of the reason for the denial from the Plan
Administrator. This written notice will include:
    Specific reasons for the denial
    References to Plan provisions on which the denial is based
    A description of additional materials or information that may be necessary to
     adjudicate your claim
 Procedures for appealing the decision and the time limits applicable to such
     procedures, including a statement of your right to bring a civil action under
     Section 502 (a) of ERISA following an adverse benefit determination on review.
If the claim is denied because the Plan Administrator did not receive sufficient
information, the claims decision will describe the additional information needed and
explain why such information is needed. Further, if an internal rule, protocol,
guideline or other criterion was relied upon in making the denial, the claims
decision will state the rule, protocol, guideline or other criteria or indicate that such
rule, protocol, guideline or other criteria was relied upon and that you may request
a copy free of charge.
If you believe you are being denied a benefit for which you are eligible, you should
make a claim to the Plan Administrator in writing within 65 days from the receipt of
the original denial to request a review (or from the expiration of the review period if
the Plan Administrator failed to make a decision or notify you of an extension). This
request should be made in writing and sent to the Plan Administrator at the
following address:
          Administrative Committee
          Huntington Ingalls Industries, Inc. Newport News Operations (401(k))
          Plan for Union Eligible Employees
          Huntington Ingalls Industries, Inc.
          4101 Washington Avenue
          Newport News, Virginia 23607

The request for appeal must include at least the following information:
  Name of employee
  Name of the Plan
  Reference to the initial decision
  An explanation why you are appealing the initial decision, including the grounds
   on which your request for a review is based.
As part of your appeal, you may also submit any written comments, documents,



                                        18
records, or other information relating to your claim. Upon your written request, the
Plan Administrator will provide you free of charge with copies of documents,
records and other information relevant to your claim.
Besides having the right to appeal, you or your authorized representative also has
the right to examine and have copies of certain plan documents and information
relevant to your claim, at locations and times convenient to the Plan Administrator.
After you submit a claim for retirement benefits to the Plan Administrator, the Plan
Administrator will conduct a full and fair review of your claim and notify you in
writing of its decision to approve or deny your claim.
The Administrative Committee will notify you in writing of its final decision within a
reasonable period of time, but no later than 60 days after its receipt of your written
request for review, except that under special circumstances the Administrative
Committee may have up to an additional 60 days to provide written notification of
the final decision. If such an extension is required, the Administrative Committee
will notify you prior to the expiration of the initial 60-day period, state the reason(s)
why such an extension is needed, and state when it will make its determination. If
an extension is needed because you did not provide sufficient information, the time
period from the Administrative Committee's notice to you of the need for an
extension to when the Administrative Committee receives the requested
information does not count toward the time the Administrative Committee is allowed
to notify you of its final decision.
If the Administrative Committee denies the claim on appeal, the Administrative
Committee will send you a final written decision that states:
   Specific reasons for the denial
   References any specific Plan provision(s) on which the denial is based
   A statement of your right to bring civil action under Section 502 (a) of ERISA
    following an adverse benefit determination on review.
 If an internal rule, protocol, guideline or other criterion was relied upon in
    denying the claim on appeal, the final written decision will state the rule,
    protocol, guideline or other criteria or indicate that such rule, protocol, guideline
    or other criteria was relied upon and that you may request a copy free of
    charge.
Upon written request, the Administrative Committee will provide you free of charge
with copies of documents, records and other information relevant to your claim.
If your claim appeal is denied, you may bring legal action in court provided you
abide by certain time limitations. Specifically, you may not bring legal action against
a party under the Plan after the latest of:
   One year from the time the claim arises
   90 days from the final disposition of the claim by the Administrative Committee.
In addition, the action must be filed before the time limit described above and any
otherwise applicable statute of limitations expires, whichever comes first. For
details on when a claim arises, see the Plan document.
For purposes of making its decision, the Committee has full discretionary authority
to interpret the Plan and make final and conclusive determinations, including factual



                                        19
     determinations.

Your Rights

You have certain legal rights which are explained in the description of "ERISA" rights in
the “Administrative Information” section of this Employee Handbook.

Information Provided Pursuant to Federal Securities Laws

General Information
The name of the Plan is Huntington Ingalls Industries, Inc. Newport News Operations
Savings (401(k)) Plan for Union Eligible Employees. The name of the registrant is
Huntington Ingalls Industries, Inc.
The Plan is subject to ERISA, which regulates the Plan, among other things, as to:
 Reporting to the government,
 Disclosure to participants,
 Age and service requirements for participation,
 Vesting in accounts,
 Counting of service for purposes of participation and vesting,
 Notification of employees of certain amendments to the Plan,
 Form and timing of Plan distributions,
 Assignment and alienation of Plan benefits,
 Rights of participants' spouses, children and dependents to Plan benefits,
 Merger or consolidation of the Plan with other plans, and transfer of assets and
   liabilities of the Plan to other plans,
 Recordkeeping,
 Requirements for the Plan's governing documents,
 Conduct, liability and identity of Plan fiduciaries,
 Allocation and delegation of fiduciary duties,
 Holding, use and investment of Plan assets,
 Bonding of Plan officials,
 Civil and criminal enforcement of ERISA provisions,
 Claim procedures, and
 Interference with the rights of participants under ERISA.
Securities to Be Offered
100,000 shares of Huntington Ingalls Industries, Inc. common stock have been
registered for delivery through the Huntington Ingalls Fund within the Plan. As
necessary, the Plan will register additional shares to meet SEC requirements. Shares of
Huntington Ingalls Industries, Inc. common stock will be purchased and sold by the
trustee(s) in open market transactions, in negotiated trades or otherwise, at prices within
the range of prices prevailing at the time the transaction is consummated.


Resale Restrictions



                                            20
The Plan does not impose any resale restrictions on Huntington Ingalls Industries, Inc.
common stock acquired through the Plan. Section 16(b) insiders (as defined below) may
be subject to certain restrictions on resale and should consult with legal counsel before
disposing of shares of Huntington Ingalls Industries, Inc. common stock held in the Plan.
The Parent Company is required to report any resale transactions involving a Section
16(b) insider to the Securities Exchange Commission.
A "Section 16(b) insider" is any person who is:
 Directly or indirectly the beneficial owner of more than 10% of any class of equity
   securities of Huntington Ingalls Industries, Inc. that is registered under Section 12 of
   the Securities Exchange Act of 1934 (the "Exchange Act"); or
 A director or officer of Huntington Ingalls Industries, Inc.
Certain officers and directors of Huntington Ingalls Industries, Inc. , and other significant
beneficial owners of Huntington Ingalls Industries, Inc. common stock, may be
considered to be affiliates of Huntington Ingalls Industries, Inc. Huntington Ingalls
Industries, Inc. common stock acquired under the Plan by an affiliate of Huntington
Ingalls Industries, Inc. or a person who, subsequent to his or her acquisition of
Huntington Ingalls Industries, Inc. common stock, becomes an affiliate of Huntington
Ingalls Industries, Inc., may only be reoffered or resold pursuant to the effective
registration statement or pursuant to Rule 144 under the Securities Act of 1933 (the
"Securities Act"). Such reoffers or resales may not be made pursuant to the prospectus
of which this SPD is a part.
Tax Effects
See Q&A 36 for information on the tax effects related to your Plan benefits.
Forfeitures and Penalties
See Q&A 19 for information related to forfeitures under the Plan.
The Plan does not impose any penalties or restrictions on participation, except in
accordance with the Internal Revenue Code.
Charges, Deductions and Liens
Proper administration of the Trust shall be paid by the Company, provided, however, that
investment managers and similar fees (including brokerage commissions) directly
related to the return to participants on amounts invested in the trust fund will be applied
before the calculation and allocation of income. All reasonable and proper expenses of
administration of the Plan including counsel fees will be paid out of the Plan assets, to
the extent permitted by an applicable CBA. The Company may, from time to time,
choose to pay some of these Plan expenses, but has no obligation to do so.
At present, there are no liens on Plan funds. However, liens might attach to Plan funds in
certain instances, although the law in this area is not entirely clear.
 A lien may arise for the unpaid federal taxes of a participant, or as a result of a
    judgment against a participant for unpaid federal taxes.
 It may be possible for a lien to arise with respect to some of the contributions of a
    contributing employer, if the latter are made, for instance, when the Company is
    insolvent or shortly before the Company's bankruptcy.
 It may be possible for a lien to arise with respect to some of a participant's
    contributions, if the latter are made, for instance, when the participant is insolvent or


                                             21
  shortly before the participant's bankruptcy.
 Finally, liens against Plan funds might arise with respect to debts or judgments
  against the Plan itself or its underlying trust. Similarly, Plan funds can be affected by
  liens on collective trusts or investments with insurance companies under which Plan
  assets include not only the interest in the collective trust or insurance contract.
Registrant Information and Employee Plan Annual Information
Each new and continuing participant in the Huntington Ingalls Fund will be provided,
without charge, a copy of any one of the following:
 Huntington Ingalls Industries, Inc.'s annual report to shareholders for its latest fiscal
    year;
 Huntington Ingalls Industries, Inc.'s annual report on Form 10-K filed in accordance
    with the Exchange Act for its latest fiscal year;
 The latest prospectus of Huntington Ingalls Industries, Inc. filed pursuant to Rule
    424(b) of the Securities Act that contains audited financial statements for its latest
    fiscal year that are not incorporated by reference from another filing; or
 Huntington Ingalls Industries, Inc.'s effective Registration Statement on Form 10 of
    the Exchange Act, if any, that contains audited financial statements for Huntington
    Ingalls Industries, Inc.'s latest fiscal year.
In addition, new and continuing participants in the Huntington Ingalls Fund will be
provided, without charge, all reports, proxy statements, and copies of other
communications distributed to Huntington Ingalls Industries, Inc.'s shareholders
generally no later than the time such materials are sent to shareholders. These
documents also shall be delivered to other participants who request such information
orally or in writing.
Participants in the Huntington Ingalls Fund will be provided, without charge, on written or
oral request, the following docum ents (without exhibits, unless the exhibits are
incorporated into the prospectus):
 Huntington Ingalls Industries, Inc.'s annual report on Form 10-K filed for the most
    recent fiscal year;
 The Plan's annual report filed for the most recent fiscal year pursuant to Section
    15(d) of the Exchange Act, if any, whether on Form 11-K or included as part of
    Huntington Ingalls Industries, Inc.'s annual report on Form 10-K;
 All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (e.g.,
    Form 10-Q) since the end of the fiscal year covered by the document specified
    above;
 The description of Huntington Ingalls Industries, Inc.'s common stock that is
    contained in Huntington Ingalls Industries, Inc.'s Registration Statement on Form 8-
    A, filed pursuant to the Exchange Act on March 30, 2011, and any amendment or
    report filed for the purpose of updating such description;
 The description of the rights contained in Huntington Ingalls Industries, Inc.'s
    Registration Statement on Form S-8, filed pursuant to the Exchange Act on March
    30, 2011; and
 All documents filed by Huntington Ingalls Industries, Inc. pursuant to Sections 13(a),
    13(c), 14, and 15 (d) of the Exchange Act subsequent to the filing of the Registration
    Statement on Form S-8 relating to the Huntington Ingalls Fund and prior to the filing
    of a post-effective amendment to such Registration Statement that indicates that all



                                             22
    securities offered have been sold or that deregisters all securities then remaining
    unsold.
Each of the above documents is, or will be on filing, incorporated by reference into the
Registration Statement on Form S-8 relating to the Huntington Ingalls Fund, and into the
related prospectus meeting the requirements of Section 10(a) of the Securities Act. For
copies of the above documents, the Plan Administrator can be contacted at the following
address and telephone number:
        Huntington Ingalls Industries, Inc. Newport News Operations
        Savings (401(k)) Plan for Union Eligible Employees
        Administrative Committee
        Huntington Ingalls Industries, Inc.
        4101 Washington Avenue
        Newport News, Virginia 23607
        1-800-377-9188




                                            23
13202544v.3
             SUMMARY PLAN DESCRIPTION


            Huntington Ingalls Industries, Inc.
               Newport News Operations




                      Pension Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                   Table of Contents


Eligibility..................................................................................................................- 1 -
Types of Retirement ................................................................................................- 2 -
Vesting ................................................................................................................. - 10 -
Application for Benefits and Methods of Payment ................................................... - 13 -
Appeal Procedure.................................................................................................. - 22 -
Administration of the Plan ...................................................................................... - 26 -
Your Rights ........................................................................................................... - 28 -
This summary plan description ("SPD") describes the Huntington Ingalls Industries, Inc.
Newport News Operations Pension Plan for Employees Covered by the International
Association of Fire Fighters, Local Union I-45, Collective Bargaining Agreement (the
"Plan" or the "Pension Plan"), as amended and restated pursuant to the Collective
Bargaining Agreement (the "CBA") effective February 15, 2010 through June 8, 2014.
References in this booklet to the “Company” mean “Northrop Grumman Shipbuilding,
Inc.” before March 31, 2011 and “Huntington Ingalls Industries, Inc.” on and after
March 31, 2011.

If you terminated employment, or otherwise ceased to be eligible to participate in the
Plan prior to February 15, 2010, your rights to a benefit under the Plan, if any, will be
determined under the terms of the Plan in effect on the date your employment
terminated. However, if you ceased to be eligible to participate in the Plan prior to
February 15, 2010, but were actively employed by the Company on that date, your future
service benefit will be determined as described in Q&A 8.

Huntington Ingalls Industries, Inc. (“HII”) was spun off from Northrop Grumman
Corporation in March 2011 and, as a result, plan sponsorship for the Plan was
transferred to Huntington Ingalls Industries, Inc.


Eligibility

1.   When am I eligible to join the Pension Plan?
     You become a Plan Participant on the January 1 or July 1 following the date that
     you meet all the requirements below:
         You become an active, full-time employee covered by the Collective Bargaining
          Agreement between the Company and the International Association of Fire
          Fighters, Local Union I-45 (bargaining unit)
      You are at least 21 years old
      You have completed one year of service during which you received pay or had
          unpaid authorized absences totaling 1,000 hours.
     Note: All eligible employees with an original hire date on or after November 6, 2006
     will participate in the Huntington Ingalls Industries, Inc. Newport News Operations
     Cash Balance Pension Plan for Employees Covered by the International
     Association of Fire Fighters, Local Union I-45, Collective Bargaining Agreement
     (the “Cash Balance Plan”)  not in the Pension Plan.

                                        Pension Plan

                                          April 2011

                                             -1-
     Employees hired on or after April 5, 2010 will not enter the Pension Plan, but will
     have Retirement accounts set up in the Savings (401(K)) Plan.
     Rehires
     If you were previously a Participant in the Pension Plan, you will re-enter the Plan if
     you were vested as of your termination date, or, if you were not yet vested, you did
     not incur a break in service (as defined by the Plan – see Q&A 24) following your
     termination of employment with the Company.
     You will enter the Cash Balance Plan if you were never a participant in the Pension
     Plan, or if you incurred a break in service following your termination of employment
     from the Company.
2.   What is included in hours paid for the purposes of determining eligibility to
     join the Pension Plan?
     Hours paid for any reason, including time worked, annual leave, holidays and jury
     duty, are counted in determining eligibility to join the Plan. However, only one hour
     shall be credited for each hour worked, even if a premium is paid for that hour.
3.   What is an unpaid authorized absence for the purposes of determining
     eligibility to join the Pension Plan?
     The following are defined as unpaid authorized absences, up to 40 hours per week:
      Each hour of layoff up to 18 months
      Each hour of absence due to total (but not permanent) disability during which
       the employee remains on the payroll either in active or inactive status (up to 24
       months for a non-occupational disability and up to 30 months for an
       occupational disability).
      Each hour of absence due to any leave, including union leave, granted by the
       Company
      Absence due to a sickness or an accident as long as the employee is eligible to
       receive Sickness and Accident benefits
      An hour for which back pay, irrespective of mitigation of damages, is either
       awarded or agreed to by the Company.
4.   What happens if I am not credited with at least 1,000 hours of service in the
     12-month period following my first day of employment?
     You can fulfill the hours of service requirement in any succeeding 12-month period,
     beginning on your anniversary date of employment.

Types of Retirement

5.   What types of retirement are provided for in the Plan?
      Normal Retirement  Refer to Q&A 6
      Early Retirement  Refer to Q&A 13
      Disability Retirement  Refer to Q&A 16
      Post-Normal Retirement  Refer to Q&A 18
                                        Pension Plan

                                         April 2011

                                            -2-
     In each case, you must be an employee of the Company or another company
     owned entirely or primarily by HII at the time you elect to retire. If you transfer from
     the Company to another company owned entirely or primarily by HII, you must
     terminate employment from that company in order to commence your pension
     benefit from the Plan. If you terminate employment and wish to begin benefits
     under the Plan at a future date (rather than at termination), see Q&A 23.
6.   What is Normal Retirement?
     In general, your Normal Retirement Age is your 65th birthday. However, if you
     began to participate in the Plan on or after your 60th birthday, your Normal
     Retirement Age is the fifth anniversary of the date your participation began. Once a
     Participant reaches normal retirement age, he or she is eligible for Normal
     Retirement from the Company (and can retire from active employment, as long as
     he or she is not an employee of another company owned entirely or primarily by
     HII):
        On the first day of the following month, or
        On that day, if it occurs on the first day of a month.
7.   What are the Normal Retirement benefits under the Plan?
     If you are eligible and elect Normal Retirement from the Company, you will receive
     a future service benefit based on all pension credits accrued up to the date of
     retirement, plus a past service benefit and the Minimum Benefit, if applicable.
8.   What is the future service monthly benefit?
     For service on or after July 1, 1969, active participants will receive future service
     monthly benefits equal to:
        July 1, 1969−December 31, 1989: $17 multiplied by years of pension credit
         (or, if higher, for the period July 1, 1969−December 31, 1974, 1¼% of all W-2
         earnings per year during such period divided by 12 (or in the case of 1969,
         divided by 6) and multiplied by years of pension credit during such year)
        January 1, 1990−December 31, 1992: $18 multiplied by years of pension
         credit during such period
        January 1, 1993−December 31, 1993: $20 multiplied by years of pension
         credit during such period
        January 1, 1994−December 31, 1994: $21 multiplied by years of pension
         credit during such period
        January 1, 1995−December 31, 1996: $22 multiplied by years of pension
         credit during such period
        January 1, 1997−December 31, 1997: $23 multiplied by years of pension
         credit during such period
        January 1, 1998−December 31, 1998: $24 multiplied by years of pension
         credit during such period
        January 1, 1999−December 31, 2000: $25 multiplied by years of pension
         credit during such period
        January 1, 2001−December 31, 2001: $26 multiplied by years of pension
                                         Pension Plan

                                          April 2011

                                             -3-
         credit during such period
        January 1, 2002−December 31, 2002: $27 multiplied by years of pension
         credit during such period
        January 1, 2003−December 31, 2006: $29 multiplied by years of pension
         credit during such period
         January 1, 2007-December 31, 2010: $40 multiplied by years of pension
         credit during such period
        January 1, 2011-December 31, 2011: $43 multiplied by years of pension credit
         during such period
        Beginning January 1, 2012: $45.00 multiplied by years of pension credit.
9.   What is the past service benefit?
     A Participant who is covered under the Collective Bargaining Agreement on
     November 5, 2006 will also receive pension credits for service not otherwise taken
     into account  except service lost due to a break in service  and was performed
     after the Participant’s first entry date (January 1 or July 1) in the Plan following the
     date the Participant first completed 1,000 hours of service in an Eligibility
     Compensation Period (see Q&A 2) and reached age 21. If your eligibility
     requirements were something other than 1,000 hours of service and age 21, you
     will receive credit for any period of time in which you met these eligibility
     requirements.
     For periods prior to January 1, 1987, the Participant shall be credited with 190
     hours of service for each month in which he or she was covered under the
     Collective Bargaining Agreement for at least one day, and additional benefits,
     if any, will be determined by multiplying the additional years of pension credit
     granted under this provision by $14.
     Example:
     Assume an employee is hired by the Company on December 15, 1979 at age 20
     and completes 1,000 hours before December 14, 1980. Under the rules prior to
     November 5, 2006, this participant would have entered the plan on January 1,
     1985, the first January 1 or July 1 after completing 1,000 hours and attaining age
     25. If this participant is still covered under this Plan and under the Collective
     Bargaining Agreement on November 5, 2006, the participant will receive an
     additional pension credit based on the service between the entry date following the
     completion of 1,000 hours and 21st birthday and the participant’s actual entry date
     (i.e. between January 1, 1981 and January 1, 1985). The service granted is based
     on the number of hours credited which is equal to 190 hours for each month the
     participant is covered under the Agreement for at least one hour. In this example,
     the participant will receive credit as detailed in the following table:

         Calendar                     Hours per                         Total Additional
           Year        Months          month            Total Hours      Service Credit
           1981          12             190                2,280            1.0 year
           1982          12             190                2,280            1.0 year

                                         Pension Plan

                                          April 2011

                                             -4-
          1983             12                190             2,280             1.0 year
          1984             12                190             2,280             1.0 year
          Total                                                               4.0 years

     The additional monthly pension credit is $14.00 x 4.0 = 56.00, payable at Normal
     Retirement Age.
10. What is the Minimum Benefit?
    The Minimum Benefit is a total monthly pension of at least $750 from the Plan. The
    $750 Minimum Benefit increased to $900 for retirements on May 1, 2002 through
    November 5, 2006 and increased to $1,100 for retirements on or after November 6,
    2006 through May 31, 2010..
     For active, full-time employees with a continuous service date on or before
     November 5, 2006, the company will guarantee a minimum monthly benefit of
     $1,250 per month (or reduced pro rata sum based on service at retirement) at age
     65 with 30 years of credited service effective for retirements on or after June 1, 20101,
     subject to the same early retirement reduction factors in the Pension Plan. (As a
     result, an eligible employee’s monthly benefit will not be reduced due to age if the
     employee has at least 30 years of credited service and retires at age 62.)
     For active, full-time employees with a continuous service date on or before
     November 5, 2006, the company will guarantee a minimum monthly benefit of
     $1,350 per month (or reduced pro rata sum based on service at retirement) at age
     65 with 30 years of credited service effective for retirements on or after March 1, 2013,
     subject to the same early retirement reduction factors in the Pension Plan. (As a
     result, an eligible employee’s monthly benefit will not be reduced due to age if the
     employee has at least 30 years of credited service and retires at age 62.)
     See the table below for a summary.




Effective Date                  Minimum Benefit Amount
Prior to October 1, 2000        No minimum benefit
October 1, 2000                 $750 per month
May 1, 2002                     $900 per month, for retirements on or after May 1, 2002,
November 6, 2006                $1,100 per month, for retirements on or after November
                                6, 2006
June 1, 2010                    $1,250 per month, for retirements on or after June 1, 2010




                                           Pension Plan

                                             April 2011

                                                 -5-
March 1, 2013               $1,350 per month, for retirements on or after March 1,
                            2013


     The Minimum Benefit is reduced pro rata if you have less than 30 years of pension
     credit when you retire. For example, if you have 15 years of pension credit when
     you retire at age 65, your minimum pension will be 50% (15/30) of the Minimum
     Benefit.
     As another example, assume that you have 25 years of pension credit when you
     retire at age 65 on June 1, 2007. Your Minimum Benefit would be $916.67 ($1,100
     x 25/30).
     Here's another example. Assume that you retire on February 1, 2007. If you have
     30 or more years of pension credit and have at least one hour of earnings for work
     under the CBA on or after November 6, 2006, and you retire at age 65, your
     Minimum Benefit would be $1,100.
     Your Minimum Benefit will be reduced by the same percentage as your pension
     under the Plan if:
        You are not an active employee and begin benefits before 65, or
        You are an active employee and begin benefits before age 62.
1. Is there any additional benefit available for more than 30 years of pension
   credit?


   For retirements on or after June 1, 2010, the Company will provide an additional
   accrual of $20.00 per year of pension credit for all years of pension credit over 30
   years. Note: pension credit for this purpose takes into account service under the
   future service benefit and past service benefit, if eligible.

   This additional accrual is added to the final benefit determined by the future service
   benefit (Q&A 8), the past service benefit (Q&A 9) and the minimum benefit (Q&A
   10) payable at Normal Retirement Age.




                                       Pension Plan

                                        April 2011

                                           -6-
      Two examples follow:

          For example, an employee with 35 years of pension credit who retires at age 65
           on or after June 1, 2010, and who qualified for a $1,250 pension will receive
           $1,350 ($1,250 + $100 based on the 5 full years of additional pension credit over
           30 years x $20). If this same employee with 35 years of pension credit retired on
           or after March 1, 2013, and qualified for a $1,350 pension, he would receive
           $1,450.


          For example, an employee with 40 years of pension credit who retires at age 65
           on or after June 1, 2010, and who qualified for a $1,250 pension will receive
           $1,450 ($1,250 + $200 based on the 10 full years of additional pension credit over
           30 years x $20). If this same employee with 40 years of pension credit retired on
           or after March 1, 2013, and qualified for a $1,350 pension, he would receive
           $1,550.



11.
12. What counts as a pension credit?
    Beginning January 1, 1980, you must be paid for at least 1,700 hours during a
    calendar year to be credited with a full pension credit for that year. The hours paid
    for earned leave, holidays, jury duty and, effective November 1, 1983, union leave
    count toward the 1,700 hours. Only one hour is credited toward the 1,700 hours for
    each hour worked, even though a premium may be paid for such hour.
       For service before January 1, 1980, pension credits were determined in
       accordance with pension agreements then in effect.
13. What pension benefits do I earn if I receive pay for less than 1,700 hours in a
    calendar year?
    Your future service benefit for the calendar year in question will be prorated on the
    basis of one-tenth of the benefit for each 170 hours for which pay is received. For
    example, if you join the Pension Plan on July 1, 1997, and receive pay for 850
    hours between July 1 and December 31, you will earn 50% of the $23 credit, or
    $11.50 in pension benefits for that year. Additional hours less than 170 hours are
    not counted.
14. What are the eligibility requirements for Early Retirement?
    To be eligible for Early Retirement, all of the following must apply:
           You are an active employee between age 55 and age 65
           You have 10 or more years of vesting service (see Q&As 21 and 22)

                                          Pension Plan

                                           April 2011

                                              -7-
        You elect to retire.
15. What level of pension benefits is provided for Early Retirement?
    For Early Retirement, an eligible Participant has the option of receiving one of the
    following:
        A monthly pension beginning upon the early retirement date, based upon past
         and future service benefits then accrued, and actuarially reduced because of
         the commencement before age 62
      A monthly pension deferred until age 62 also based upon the past and future
         service benefits accrued up to the early retirement date but without any
         actuarial reduction due to age at retirement.
     In the first case, the pension amount is less than it would be at Normal Retirement
     because there are fewer years in which pension benefits are earned.
16. What does "actuarially reduced" mean, and how does it affect my pension
    benefits?
    “Actuarially reduced” means that a benefit is reduced by a factor, which reflects that
    benefits are expected to be paid over a longer period than the period computed
    from normal retirement age. Your benefit would be computed based on the
    following factors:
                                Percentage of Normal Retirement
                Age                  Benefit You Receive∗
                 55                     59.7%
                 56                         63.8%
                 57                         68.3%
                 58                         73.3%
                 59                         78.9%
                 60                         85.1%
                 61                         92.2%
                 62                       100.0%
     *Refer to Q&A 23 for factors used for Vested Participants

     If you retire early and begin your benefits immediately, you will probably receive
     benefits for a longer period of time than if you defer your retirement to age 62.
     Since the Company treats all employees equitably under the Pension Plan, the
     value of each pension benefit defined by the Plan at age 62 for an active participant
     (Normal Retirement for terminated participants who are vested) is the value
     considered to be set aside for each employee. If you retire early, the value of your
     benefit needs to be stretched over a longer period of time. This reduced benefit is
     the actuarially reduced benefit.
     Example: An employee retires at age 60 with an earned monthly pension payable
     at age 62 of $1,100. The pension benefit to be payable to the employee at the time
     of retirement (age 60) will be 85.1% of the age 62 benefit or $936.10, the actuarially

                                              Pension Plan

                                               April 2011

                                                  -8-
     reduced benefit.
17. What special provisions apply to the Disability Retirement Pension?
     A participant must have at least 15 years of service for vesting purposes (see
      Q&A 22) and become and remain totally disabled for a period of six consecutive
      months with a disability that is determined by the Company to be total and
      permanent.
     A Participant must be on the active payroll in a classification covered by the
      IAFF bargaining unit and submit an application to the Employee Benefits Office
      for Disability Retirement benefits.
     A participant is deemed to be totally and permanently disabled when the
      Company determines that he is physically or mentally unable, by virtue of bodily
      injury or disease resulting from an unavoidable cause, to engage in any
      employment covered by the collective bargaining agreement, provided that
      such total and permanent disability shall have continued for a period of at least
      six consecutive months and is expected to be permanent.
     Beginning with the first day of the seventh month following the Company’s
      determination that he is disabled, the participant will receive a pension based
      on all service to the date of retirement, including the Minimum Benefit, if
      applicable, and is not reduced for early commencement.
18. If I am disabled, may I elect another type of retirement option in lieu of
    disability retirement?
    Yes. You may elect any benefit for which you are eligible. For instance, you may
    elect Early Retirement; however, your benefit will be reduced as described in Q&As
    15 and 23.
19. What is Post-Normal Retirement?
    Post-Normal Retirement occurs after Normal Retirement (see Q&A 6). Pension
    benefits will continue to accrue on the same basis after Normal Retirement Age.
    You may work beyond Normal Retirement, but payment of your benefit will be
    postponed for each month you work beyond Normal Retirement, and will not be
    made up after you retire. However, if you should ever be credited with less than 40
    hours of service in any calendar month, you will be entitled to a benefit for that
    month, provided you notify the HIBC. Payment of the amount can be deferred until
    you retire under the Plan.




                                      Pension Plan

                                       April 2011

                                          -9-
20. For all types of retirement, are retirement benefits reduced by any Social
    Security or Workers' Compensation benefits I may receive?
    Pension benefits will not be reduced or affected by any benefit to which you are
    entitled under Title II of the Federal Social Security Act. However, on and after age
    65, pension payments will be reduced by any amounts received under Workers'
    Compensation or other similar statutory laws for total disability. However, no
    reduction will be made for scheduled statutory payments for the loss of, or 100%
    loss of use of, any bodily member.
21. Are any pension benefits taxable?
    Generally, the pension you receive is considered ordinary income and you may be
    required to pay income tax on it. The tax depends on the pension you receive and
    the amount of other income, for example, from wages and interest. Unless you
    elect otherwise, federal income tax will be withheld from your monthly pension
    payments based on the assumption that you are married and you are claiming
    three exemptions.
     You may request to have federal taxes withheld from your monthly pension check
     on a different basis, or to have no taxes withheld from your monthly pension check,
     by completing a form W-4P. If you are a resident of Virginia and elect federal
     withholding, you must also elect a state tax withholding. If sufficient withholdings
     are not made, you may have to file a quarterly estimated tax return.
     After the end of each year, you will receive a form 1099-R that reflects the pension
     paid to you and any taxes withheld. You should consult your tax advisor for further
     information about your individual tax situation.


Vesting

22. What is "vesting" and when will I become vested?
    "Vesting" means acquiring a non-forfeitabIe right to receive a pension at some
    future date. Under the terms of the Pension Plan, you acquire this non-forfeitable
    vested right to receive a future pension after you have completed five years of
    service after age 18, provided you have not incurred a break in service (see Q&A
    24). These five years of service do not need to be consecutive. A participant will
    be vested at his Normal Retirement Age regardless of years of service, if he is
    employed at that time.
23. What counts as a year of service for vesting purposes?
    Every period of 12 consecutive months, beginning with your date of employment
    or your 18th birthday, whichever is later, in which you have been paid or had an
    unpaid authorized absence counts as a year of service. (See Q&A 2 and Q&A 3
    for definitions of "hours of pay" and "unpaid authorized absence.")




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                                        April 2011

                                          - 10 -
24. What happens if my employment is terminated before I am eligible for
    retirement and I do not return to work?
    If you are vested at termination, you will be eligible to receive a pension benefit in
    the future, and you may elect to receive:
       A pension at your Normal Retirement Age, based on your past and future
        service benefits accrued as of the date of your termination,
      A pension at any age from age 55 to your Normal Retirement Age (but not
        earlier than a date on which you would otherwise be eligible for early
        retirement) based on an actuarially reduced equivalent of the pension payable
        at your Normal Retirement Age, or
     Your deferred vested benefit would be computed based on the following factors:

                   Age at                 Percentage of
               Commencement              Normal Pension
                 of Pension                  Benefit
                   55                       45.8%
                   56                       48.9%
                   57                       52.4%
                   58                       56.2%
                   59                       60.5%
                   60                       65.3%
                   61                       70.7%
                   62                       76.7%
                   63                       83.4%
                   64                       91.2%
                   65                      100.0%


     .
     Example: An employee leaves the company at age 45 with an earned monthly
     pension benefit at age 65 of $550 and elects to begin to receive a benefit at age 63.
     The monthly pension benefit will be 83.4% of $550, or $458.70.
         If you are not vested at termination, you are not eligible for a pension benefit




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                                            April 2011

                                               - 11 -
25. What happens if I terminate and return to work?
    Upon your return to the Company, you will be credited for vesting purposes with
    your years of service prior to your termination under the following conditions:
        You were vested when you terminated,
        You returned to work prior to incurring a break in service, which is a 12-month
         period used for vesting computation purposes during which you have no pay or
         unpaid authorized absence, or
      You incurred a break in service, but the time between your termination and your
         return to work is less than five years.
     Note: Certain periods of absence due to Family & Medical Leave may not result in
     a break in service. (See Q&A 3)
     If you terminate employment and begin receiving a benefit under the Pension Plan,
     your benefit may be suspended. If you commence your benefit under the Plan
     upon termination and you are reemployed by the Company, payment of your
     annuity benefit will be suspended if:


     You are rehired as an employee,
     You earn 40 or more vesting hours in a calendar month, and
     Less than 12 consecutive months have elapsed since you terminated, during which
     time you performed no services in any capacity (including, for example, service as
     an independent contractor, leased employee or job shopper; any service with the
     Company will interrupt the measurement of the 12 consecutive month period).


     You will receive a notice of suspension before any benefit payments are
     suspended. Note that even if 12 or more months elapse between your termination
     and your rehire as an employee, your benefit payments may still be suspended.
     When you receive your suspension notice, you will also receive a certification form.
     If you have been away from the Company in any capacity for 12 or more months,
     you will need to sign and return the form. When the HIBC receives this
     certification, your benefit payments will resume and you will receive a make-up
     payment of any suspended benefit payments
26. If I am reemployed after a break in service, how do I become eligible to
    re-enter the Plan?
    If you are reemployed after a break in service and you have previously met the
    eligibility requirements (see Q&A 1), you will immediately reenter the Plan upon
    your rehire date. However, if you had not previously met the eligibility requirements,
    you must complete a year of service (see Q&A 22) after the reemployment date
    and fulfill the other eligibility requirements (see Q&A 1). After the completion of
    such requirements, you will become a Plan participant as of the following January 1
    or July 1.
27. If, after retirement, I am reemployed by the Company, what will happen to my
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                                        April 2011

                                          - 12 -
    pension benefits?
    If you are reemployed by the Company, all pension benefits will cease for any
    month during which you are credited with at least 40 hours of service. When you
    again retire, your pension amount will be determined based on credits earned prior
    to your original retirement date and those credits earned during reemployment, and
    reduced by the actuarial equivalent of the pension benefits previously received.
28. Under what circumstances would my accumulation of pension benefits under
    this Plan stop?
    The accumulation of your benefits under this Plan would stop:
        If your employment is terminated,
       If you transfer to an occupation not included in the bargaining unit,
       If you retire, or
       If the Pension Plan itself is terminated or amended to the extent that you would
        no longer be eligible to participate.
    .


29. Under what circumstances would I fail to receive anticipated benefits under
    this Plan?
    It is possible that you would not receive your anticipated pension benefits if:
       The Pension Plan is terminated by the Company (see Q&A 43). However, Plan
        benefits are partially guaranteed by the Pension Benefit Guaranty Corporation
        (see Q&A 44).
     You and/or your beneficiary do not submit the necessary documentation or
        complete the claim forms required. You or your beneficiary will, however,
        receive benefits when these forms are submitted.
     You apply for Disability Retirement and cannot substantiate the claimed
        disability. You may still qualify for the other types of benefits, however.
     You are reemployed for more than 40 hours a month by the Company or a
        related company after retirement benefits begin.
     Your employment is terminated before you are vested (i.e., before you have
        completed five years of service).
     The Pension Plan itself is changed to the extent that your eligibility no longer
        exists. (However, future changes cannot take away benefits already earned.)
    In addition, if you accept the standard form of pension (Joint and Survivor) and your
    spouse predeceases you on or after the date your pension is due to commence,
    you will continue to receive a reduced pension for your lifetime and there will be no
    Survivor’s Annuity.

Application for Benefits and Methods of Payment

30. How do I apply for Pension Plan benefits?
    Once you decide on your retirement date, call the HIBC at 1-877-216-3222. In
                                      Pension Plan

                                       April 2011

                                         - 13 -
general, you must provide notice of your intent to retire and request your retirement
kit at least two months prior to the date you want your retirement to begin (which
can be the first day of any month). For example, if you want to begin your
retirement on June 1, 2010, you must request your retirement kit by April 1, 2010.
You must also complete and return all of the required forms as described in your
retirement kit.
This process applies to all types of benefit commencements (except for benefit
commencements by surviving spouses after the death of a participant who had not
yet commenced benefits).
However, effective for benefit commencement dates on or after July 1, 2009, if you
provide a signed and dated note from your treating physician stating that you have
a terminal illness and are not expected to survive more than six months, or some
longer period of time as deemed acceptable by the Administrative Committee, from
the date the written note is executed by your physician, then you will be permitted
to provide notice of your intent to retire and request your retirement kit within the
two-month period prior to the date you want your retirement to begin.
As a participant in the Plan, it is your responsibility (or your surviving spouse’s
responsibility, if applicable) to call the HIBC. The actual date your benefit payments
begin depends on when you complete and return all of the required forms included
in your retirement kit. Failure to call the HIBC and/or failure to return the required
forms as described in your kit may result in a delay in payment.




                                  Pension Plan

                                    April 2011

                                      - 14 -
     Please be prepared to provide the following information when you call the HIBC:
      Your name and home address
      Your telephone numbers (work and home)
      Your Social Security number
      Your current marital status
      Your spouse’s name, Social Security number, and date of birth (if you are
       married)
      Your anticipated last day of work
      Your benefit commencement date (the date that you would like payments to
       begin)
      Your beneficiary information
          Please provide your spouse’s name, date of birth, and Social Security
           number.
     To complete the retirement process, you will need to provide a legible copy of your
     birth certificate or passport. In addition, if you are married, you will need to provide:
        A legible copy of your spouse’s birth certificate or passport
        A legible copy of your marriage certificate.
31. What types of payment options can I choose from to receive my pension
    benefits?
    There are several types of pension benefit payment options available:
        Straight Life Annuity
        Joint and Survivor (J&S) Annuity(50%, 75% or 100%)
        Level Income Annuity
        Ten year Certain and continuous Annuity
        Lump Sum
32. What is a Straight Life Annuity?
    A Straight Life Annuity is a monthly pension payable only to the Participant during
    the lifetime of the Participant. There are no survivor benefits. If the Participant is
    married at retirement, the Participant’s spouse must consent in writing to this form
    of distribution. If the Participant is single at retirement, the benefit normally will be
    paid as a Straight Life Annuity, unless the Participant elects one of the other
    applicable forms of payments.
33. What is a Joint and Survivor (J&S) Annuity?
    A Joint and Survivor (J&S) Annuity is a Life Annuity actuarially reduced to pay a
    monthly benefit to a Participant for the Participant’s lifetime and, upon the
    Participant’s death, to pay the Participant’s spouse or other named beneficiary a
    lifetime benefit equal to 100%, 75% or 50% (depending on what was elected) of the
    Participant’s monthly benefit. The benefit is actuarially reduced to reflect a benefit
    payment period that may be longer than the Participant’s lifetime. If your spouse or
    other named beneficiary dies before you but after your benefit payments are
                                         Pension Plan

                                          April 2011

                                             - 15 -
scheduled to begin, the Plan pays benefits for your lifetime only.
If the Participant elects a beneficiary other than their spouse, the IRS rules limit the
level of the survivor benefit and may prevent the election of a joint annuitant who is
significantly younger than the Participant for joint and survivor options other than
the 50% option.
Two examples follow:
1) Normal retirement at age 65 with 30 years of Plan participation, spouse age
   60 and you retire after February 1, 2007:
   Total monthly pension credits accrued:
   $1,100 x J&S reduction factor of 84.7%
   Participant’s normal retirement monthly pension benefit: $931.70
   Spouse's monthly 50% death benefit: $465.85




                                   Pension Plan

                                    April 2011

                                       - 16 -
    2) Early retirement at age 58 with 20 years of Plan participation, spouse age
       56, and you retire after February 1, 2007:
       Total monthly pension credits accrued:
       $733.33 x early retirement factor of 73.3% = Age 58 life annuity benefit
       Age 58 life annuity benefit of $537.53 x J&S reduction factor of 89.7%
       Participant’s early retirement monthly pension benefit: $482.16
       Spouse's monthly 50% death benefit: $241.08
2. What is a Level Income Annuity?

   The Participant receives a greater monthly payment for the months before the
   Participant reaches age 62, the Social Security early retirement age. At age 62, the
   Participant’s monthly payment amount is reduced by an estimate of the Participant’s
   age 62 Social Security benefit. If the Participant commences the Participant’s Social
   Security benefit at age 62 and it is approximately equal to the reduction provided in
   the Participant’s retirement benefit calculation, this option enables the Participant’s
   income to “level out” pre- and post-age 62. If the Participant is married when the
   Participant retires, the Participant’s spouse must consent in writing to this form of
   distribution.

   Here’s how the Participant’s benefit would be calculated:

      The Participant’s pre-62 Monthly benefit

       equals

       The Participant’s benefit calculated under the straight life annuity form of
       payment (reduced, as applicable, for early retirement)

       plus

       The Participant’s estimated Social Security benefit

       multiplied by

       A Level Income annuity factor based on the Participant’s age

      The Participant’s post-62 monthly benefit

       equals

       The Participant’s pre-62 monthly benefit


                                       Pension Plan

                                        April 2011

                                           - 17 -
    minus

    The Participant’s estimated Social Security benefit

The Participant’s first post-62 benefit payment will take place on the first of the
month coincident with or following the Participant’s 62 nd birthday. The Participant
will not be offered this option if the monthly post-62 benefit using an estimated
Social Security benefit is $25 or less.

Example: Assume the Participant retires at age 60 with a straight life annuity benefit
of $1,000 per month, and the Level Income annuity factor is 0.85. Further, assume
the Plan estimate of the Participant’s age 62 Social Security benefit is $500 and the
Participant’s actual age 62 Social Security payment is $550.

The Participant’s retirement benefit calculation will show Plan payments for a level
income option as follows:

   Pre-62 monthly benefit from the Plan
    Straight life annuity of $1,000
    plus
    $500 x 0.85 = $1,425

   Post-62 monthly benefit from the Plan
    $1,425 - $500 = $925

If the Participant elects this option and commences the Participant’s actual Social
Security benefit at age 62, the Participant’s total monthly income will be as follows:

   Pre-62 monthly benefit from the Plan = $1,425
   Post-62 total monthly benefit
    Post-62 monthly benefit of $925
    plus
    the Participant’s actual Social Security benefit of $550 = $1,475

As a result, the Participant’s pre- and post-62 income remains approximately level.

Note: The age at which the Participant may begin the Participant’s Social Security
benefits depends on the year of the Participant’s birth. Be sure to confirm the
Participant’s eligible start date with the Social Security Administration. Social
Security benefits that start before age 65 are reduced, because payments are made
over a longer period of time. The Participant’s actual Social Security benefit may
be more or less than the estimate used to determine the Participant’s Plan

                                    Pension Plan

                                     April 2011

                                       - 18 -
   benefit under the level income option. However, the Participant’s level income
   payments will not be adjusted if that is the case.

   If the Participant participates in the Plan after June 30, 2003 and the Participant
   participated in more than one plan in the Huntington Ingalls Industries, Inc. Pension
   Plan while employed with the Company, the Participant may be eligible to receive
   multiple benefits under the level income form of payment. If this occurs, the Plan
   may take into account a prorated amount of the Participant’s Social Security benefit,
   based on the ratio of the present value of the Participant’s benefit under this Plan to
   the present value of the Participant’s total benefit under all of the Participant’s
   Huntington Ingalls Industries, Inc. Pension Plan benefits.


3. What is a Ten Year Certain and Continuous Annuity?

   The Participant receives a monthly benefit for the Participant’s lifetime. Electing this
   form of payment means there will be a reduction in the amount of the Participant’s
   straight life annuity benefit based on the Participant’s age at retirement.

   If the Participant dies before 120 payments have been made, the remainder of the 120
   payments will be paid to the Participant’s designated beneficiary. If the Participant’s
   beneficiary dies after the Participant but before 120 payments have been made, the
   remainder of the 120 payments will be paid to the Participant’s beneficiary’s estate in
   a lump sum. If the Participant’s beneficiary predeceases the Participant before the
   120 payments have been made, the Participant may designate another beneficiary,
   provided the Participant obtains the Participant’s spouse’s consent, if applicable. The
   Participant may designate your estate or a trust as the Participant’s designated
   beneficiary for this payment option. If the Participant is married when the Participant
   retires, the Participant’s spouse must consent in writing to this form of distribution.

4. What is a Lump Sum and when am I eligible?

   If the present value of the Participant’s accrued benefit is equal to or less than $5,000,
   the Participant can elect to receive the Participant’s benefit as a lump sum.

   Electing a lump sum payment means the Participant is electing to receive, in a single
   payment, the actuarial present value of the straight life annuity benefit – there will be
   no further payments from the Program.

   If the Participant is married when the Participant retires, the Participant’s spouse must
   provide notarized consent in writing to this form of distribution. The lump sum
   amount will depend on the Participant’s age at retirement, the interest rate used and
   the mortality table. For a list of the applicable interest rates, please access HII
                                        Pension Plan

                                         April 2011

                                           - 19 -
   Benefits Connect at http://hiibenefits.com, or contact the HIBC. If the Participant
   elects the lump sum form of payment for the Participant’s Program benefit, the
   Participant must make a direct rollover to an IRA or to another qualified plan in order
   to defer income taxes on the payment. Any taxable amount not directly rolled over
   will have 20% automatically withheld for federal income taxes.


34. What kind of pension is available to an unmarried Participant?
    Unmarried participants may choose a Straight Life Annuity, Joint and Survivor,
    Level Income, Ten Year Certain and Continuous or Lump Sum, if eligible. The
    standard pension for an unmarried participant is a Straight Life Annuity.
35. What kind of benefit is available to a married Participant?
    A married participant may choose a Straight Life Annuity, Joint and Survivor,
    Level Income, Ten Year Certain and Continuous or Lump Sum, if eligible. The
    standard pension for a married participant is a 50% J&S Annuity with the
    participant’s spouse as the designated beneficiary. The participant’s spouse must
    provide written, notarized consent, if the participant chooses a form of payment
    other than a 50%, 75% or 100% J&S Annuity.
36. How are J&S Benefits affected by the death of a spouse?
    If the spouse dies before the Participant is eligible to begin his or her pension, he or
    she will be considered unmarried unless he or she re-marries prior to beginning his
    or her pension.
     If the spouse dies after the Participant’s pension commencement date, the J&S
     benefits are not affected. A Participant will continue to receive the same level of
     benefits elected at the time of retirement. No change can be made in the form of
     pension after commencement of the pension, for any reason, including death of the
     spouse or divorce.
     If the Participant marries after commencement of pension benefits, no survivor
     benefits are paid to a surviving spouse upon death of the Participant, even if the
     J&S form of pension was elected. Only the spouse who was married to the
     Participant on the pension commencement date is eligible for J&S benefits.
37. As a married Participant, do I have the option to reject the J&S Annuity?
    Yes, you may reject the J&S Annuity and elect any of the other payment options
    listed in Q&A 30 provided you make this election on a form provided by the HIBC
    before the date your pension is due to commence. This election will be effective
    immediately. However, no election to reject a J&S Annuity will be effective without
    the explicit, irrevocable, written consent of the Participant’s spouse.
     If you begin receiving benefits prior to your Normal Retirement Age and
     subsequently return to work, you may make a second election with respect to the
     benefits attributable to your reemployment.


                                        Pension Plan

                                         April 2011

                                           - 20 -
38. If I have rejected the J&S Annuity, do I have the right to change my decision?
    Yes, you may change your election anytime during your "election period" up to the
    Pension Benefit Commencement date. The "election period" is at least 30 days
    from the date your pension election information is provided to you (unless you
    waive the 30-day period in favor of 7 days). On or after the Pension Benefit
    Commencement Date, you cannot make any changes.
39. What benefits will my spouse receive if I die before I retire?
    Any vested Participant who has been married at least one year at the time of death,
    and dies before payment of any benefits under the Plan commences, will
    automatically be covered by a Qualified Pre-retirement Survivor Annuity (QPSA),
    as follows:
      In the case of a Participant with 10 or more years of service who dies while an
       employee after reaching age 55, the QPSA is a monthly benefit payable to the
       Participant’s surviving spouse (commencing on the first day of the month of
       death) equal to 50% of the Participant’s earned pension at the time of death,
       with no reduction for commencement of such pension prior to the Participant
       having attained age 62.
      In the case of a Participant who does not qualify under the foregoing sentence,
       the following applies:
          If the Participant dies before becoming eligible for Early or Normal
           Retirement, the QPSA is a monthly benefit payable to the Participant’s
           surviving spouse equal to 50% of the reduced amount the participant would
           have received if he had terminated employment at the date of death (unless
           he terminated his employment prior to his death, in which case the actual
           termination date is used), survived to the earliest date he would have been
           able to retire under the Plan, elected a J&S Annuity on such date, and died
           the next day.
          If a vested Participant dies after becoming eligible for Early or Normal
           Retirement, the QPSA is a monthly benefit payable to the Participant's
           surviving spouse equal to 50% of the reduced amount the Participant would
           have received if he had retired with an immediate J&S Annuity on the day
           before his death.
     These latter two forms of QPSA above will become payable as of the later of:
       The first of the month following the date of death, or
       The earliest date the participant would have been able to retire under the Plan
        and receive a benefit.
     The spouse may elect to defer commencement of the QPSA payments.
40. What rights does my spouse have under the Plan?
    Under some circumstances, Plan benefits (including those due to a surviving
    spouse) may not be paid at certain times or in certain forms without the consent of
    the Participant’s spouse. Such spousal consent generally must be in writing and
                                      Pension Plan

                                       April 2011

                                          - 21 -
     notarized, or witnessed by a Plan representative. Some instances when spousal
     consent is required have been explained above. Various benefit application forms
     will contain further information regarding the spousal consent requirement.
41. May I transfer any of my interest in the Plan?
    No, generally you may not transfer your interest in the Plan — that is, you may not
    sell it, use it as collateral, or otherwise give it away. Your creditors may not attach or
    garnish your interest in the Plan. However, there are two significant exceptions:
       Once you are in pay status, you may direct that a portion of your benefit be
        applied to pay certain expenses such as medical premiums. The election must
        be voluntary, in writing, and revocable. Please contact the HIBC for details.
    The Employee Retirement Income Security Act (ERISA) requires the plan
        administrator to obey qualified domestic relations orders (QDROs),. Internal
        Revenue Service (IRS) levy, or garnishment orders under the Federal Debt
        Collection Procedures Act or the Mandatory Victims Restitution Act. A QDRO is
        a legal judgment, decree, or order that recognizes the rights of someone other
        than the Plan participant (namely, an alternate payee) under the Pension Plan
        with respect to child or other dependent support, alimony, or marital property
        rights.
   If you become legally separated or divorced, a portion of your benefits under the
   Pension Plan may be assigned to someone else to satisfy a legal obligation you may
   have to a spouse, former spouse, child, or other dependent. These payments may
   begin while you are still employed, but only after meeting the specific retirement
   eligibility requirements.
   There are specific requirements that a QDRO must meet to be accepted by the plan
   administrator. In addition, there are specific procedures regarding the amount and
   timing of payments.
   The HII Domestic Relations Group administers QDROs. If you are subject to such an
   order, call the HII Domestic Relations Group at 1-877-324-4255 to request a copy of
   the Plan’s QDRO procedures and a model QDRO for your use. Issues pertaining to
   the qualified status of a domestic relations order may be pursued in federal court.

Appeal Procedure

42. What procedure should be followed if benefits applied for are denied?
    If your claim for a benefit is denied, in whole or in part, you (or your beneficiary) must
    receive a written explanation of the reason for the denial from the plan administrator.
    This written notice will include:
     Specific reasons for the denial
     References to plan provisions on which the denial is based
     A description of additional materials or information that are necessary
     Procedures for appealing the decision.
   You or your authorized representative may review all documents related to any

                                         Pension Plan

                                          April 2011

                                             - 22 -
denial of benefits.




                      Pension Plan

                       April 2011

                         - 23 -
You must file written notice with the plan administrator to claim your benefits under
the Plan. Your written notice should be sent to:


Plan Administrator

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607


You will receive notice of the plan administrator’s decision on your claim for benefits
in a reasonable time, but not later than 90 days after the plan administrator receives
your claim. In special cases, the plan administrator may require an additional 90
days to consider your claim. You will be notified if extra time is required.
Appealing Claims Decisions
If you disagree with the plan administrator’s decision regarding your benefits claim,
you have 65 days from the receipt of the original denial to request a review (or from
the expiration of the review period if the plan administrator failed to make a decision
or notify you of an extension). This request should be made in writing and sent to the
plan administrator at the following address:




Plan Administrator

Huntington Ingalls Industries, Inc.

4101 Washington Avenue

Newport News, VA 23607


Your request should state all the grounds on which your request for a review is
based. You should state any facts, address any issues, and make any comments
that support your request. Besides having the right to appeal, you or your authorized
representative also have the right to examine and obtain copies of certain plan
documents and information relevant to your claim at locations and times convenient
to the plan administrator.
The claim appeal will be reviewed by the plan administrator and ordinarily you will be
notified of a decision within 60 days. If you do not receive a decision within this time
period, your claim appeal is considered to have been denied. In special cases, the
                                      Pension Plan

                                       April 2011

                                         - 24 -
plan administrator may require an additional 60 days to consider your appeal. You
will be notified if extra time is required.
The final decision will be sent to you in writing, together with an explanation of how
the decision was made. The decision of the plan administrator is final and
conclusive.




                                    Pension Plan

                                     April 2011

                                        - 25 -
   If your claim appeal is denied, you may bring legal action in court provided you abide
   by certain time limitations. Specifically, you may not bring legal action against a party
   under the Plan after the latest of:
      One year from the time the claim arises
      90 days from the final disposition of the claim by the Administrative Committee.
   In addition, the action must be filed before the time limit described above and any
   otherwise applicable statute of limitations expires, whichever comes first. For details
   on when a claim arises, see the plan document.

Administration of the Plan

43. How is the amount of the Company’s periodic contribution determined?
    You make no contributions to the Pension Plan. The Company pays all costs by
    making contributions to a trust fund.
   Plans like the Pension Plan are required to meet minimum funding requirements
   established by the U.S. Government. The amount of the contribution is determined
   with the help of an independent actuary who uses personnel data and the provisions
   of the plan to determine the amount the Company must contribute to cover the
   benefits provided.
   The assets of the Pension Plan are held in trust by an independent trustee. The
   money in the trust can be used only to pay benefits and administrative costs of the
   Plan and cannot be returned to the Company until all benefit obligations have been
   satisfied.
   The retirement plan trustee is:
   State Street Bank and Trust Company
   Master Trust Client Services
   One Enterprise Drive – W6C
   North Quincy, MA 02171

   Your benefits are also protected by a federal agency, the Pension Benefit Guaranty
   Corporation (PBGC). The Company pays an annual premium to the PBGC to
   guarantee payment of your benefits. Refer to Q&A 44 for more information on the
   PBGC guarantee.




                                        Pension Plan

                                         April 2011

                                           - 26 -
44. Can the Plan be amended or terminated?
    Generally, the Plan may be amended or modified, in whole or in part, by the
    Company at any time, although the current Collective Bargaining Agreement
    provides that during the term of such Collective Bargaining Agreement, neither the
    Company nor the union will demand any change to the Plan, except as required by
    law. No amendment or modification, however, can make it possible for any part of
    the Pension Fund to be used for or diverted to purposes other than for the exclusive
    benefit of Participants or their beneficiaries, except that contributions made by the
    Company to the Pension Fund may be returned to the Company:
      If they are made due to a mistake in fact
      If they are disallowed as deductions from the Company’s taxable income
      If the Plan is terminated and assets remain after all benefits are paid.
   While it intends to continue the Plan indefinitely, the Plan may be terminated, in
   whole or in part, by the Company for any reason at any time subject to the limitation
   described above. In the event the Plan is so terminated, in whole or in part, the rights
   of all affected participants and pensioners and their beneficiaries to benefits are
   automatically fully vested to the extent of the Plan’s assets. If the Plan is completely
   terminated, the assets of the Plan will be allocated for the purpose of paying benefits
   in the order required under federal law until all benefits have been provided for or the
   Plan’s assets have been exhausted. Any assets remaining after all benefits have
   been provided for will be returned to the Company.
   Any amendment or termination of the Plan will be adopted pursuant to a resolution or
   written action approved by the Company and will be effective on the date stated in
   such resolution or written action. Any documents implementing the amendment or
   termination may be executed by any officer of the Company or such other person
   given authority by the Company.
45. What is the Pension Benefit Guaranty Corporation (PBGC)?
    Benefits under this Plan are insured by the Pension Benefit Guaranty Corporation
    (PBGC) if the Plan terminates. Generally, the PBGC guarantees most vested normal
    retirement benefits, early retirement and certain disability and survivors’ pensions.
    However, the PBGC does not guarantee all types of benefits under covered plans,
    and the amount of benefit protection is subject to certain limitations.
   The PBGC guarantees vested benefits at the level in effect on the date of plan
   termination. However, if a plan has been in effect less than five years before it
   terminates, or if benefits have been increased within the five years before plan
   termination, the whole amount of the plan's vested benefits or the benefits increase
   may not be guaranteed. In addition, there is a ceiling, which is adjusted periodically,
   on the amount of monthly benefit that the PBGC guarantees.
   For more information on the PBGC insurance protection and its limitations, contact
   the PBGC. Inquiries to the PBGC should be addressed to the Office of
   Communications, PBGC, 1200 K Street NW, Washington, DC 20005. You may also
   reach the PBGC Office of Communications by calling 1-202-326-4000.

                                       Pension Plan

                                        April 2011

                                           - 27 -
46. Who is the administrator of the Plan?
    The Administrative Committee is the administrator and named fiduciary of the Plan.
    The address, telephone number, and employer identification number are:
   Administrative Committee
   Huntington Ingalls Industries, Inc.
   4101 Washington Avenue
   Newport News, VA 23607
   1-877-216-3222
   EIN: 90-0607005

   The Committee has the exclusive responsibility and complete discretionary authority
   to control the operation and administration of the Plan, with all powers necessary to
   enable it to properly carry out such responsibility, including, but not limited to, the
   power to construe the terms of the Plan, to determine status, coverage, and eligibility
   for benefits, and to resolve all interpretive, equitable, and other questions that arise
   in the operation and administration of this Plan, including all questions of fact relating
   to such questions. All actions or determinations of the Committee are final,
   conclusive, and binding on all persons, subject only to the Plan's appeals procedure
   (see Q&A 41).
47. Do veterans have any special rights under the Plan?
    If you are a Plan participant, leave employment to serve in one of the "uniformed
    services" of the United States, give notice, if possible, and promptly return to work for
    an Employer, you may be eligible to have your uniformed services count as service
    under the Plan. You should check with the HIBC as soon as possible following your
    return from uniformed services to determine if you qualify and, if so, to complete the
    necessary paperwork.
   To the extent permitted under the Heroes Earnings Assistance and Relief Tax Act of
   2008, if you die during a period of qualifying military service, your beneficiary will be
   entitled to any additional benefits, other than benefit accruals, as if you were
   reemployed on the date immediately preceding your death and then terminated
   employment on the date of your death. Further, if you become totally and
   permanently disabled or die during a period of qualifying military service, your benefit
   will include the service for benefit accrual purposes that you would have received if
   you were reemployed by the Company on the date immediately preceding your
   disability or death, as applicable, and terminated employment on the date of your
   disability or death.
Rollovers by Non-Spouse Beneficiaries
In the event that your designated beneficiary who is not your surviving spouse or former
spouse becomes eligible to make a direct rollover of his or her eligible rollover
distribution under the Plan, such beneficiary may elect to make a direct rollover only to
an individual retirement account described in Section 408(a) of the Internal Revenue
Code (the “Code”) or an individual retirement annuity described in Code Section 408(b)
(other than an endowment contract).

                                         Pension Plan

                                          April 2011

                                            - 28 -
Your Rights

You have certain legal rights which are explained under “Your ERISA Rights” in the
Administrative Information section of this Employee Handbook.




                                      Pension Plan

                                       April 2011

                                         - 29 -
             SUMMARY PLAN DESCRIPTION


            Huntington Ingalls Industries, Inc.
               Newport News Operations




           Cash Balance Pension Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
A Guide to Your Cash Balance Pension Plan

About This Guide
Knowing your retirement will be financially secure and comfortable is important to you 
and to Huntington Ingalls Industries, Inc. (“HII.”)
To help you reach your long-term financial goals, the Company* provides the Huntington
Ingalls Industries, Inc. Newport News Operations Cash Balance Pension Plan for
Employees Covered by the International Association of Fire Fighters, Local Union I-45,
Collective Bargaining Agreement Effective February 15, 2010 through June 8, 2014 (the
“Cash Balance Plan” or the “Plan”). The Plan works together with Social Security and
your personal savings, including your Savings (401(k)) Plan, to provide part of your
retirement income.
* The “Company” refers to Northrop Grumman Shipbuilding, Inc. before March 31, 2011
and to Huntington Ingalls Industries, Inc. on and after March 31, 2011. Huntington
Ingalls Industries, Inc. was spun off from Northrop Grumman Corporation in March 2011
and, as a result, plan sponsorship for the Plan was transferred to Huntington Ingalls
Industries, Inc.
If you have questions not answered in this guide, go to HII Benefits Connect at
http://hiibenefits.com or call the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-
3222. If you are calling from outside the United States, please call 408-916-9765. You
will need your password to secure your call. Benefits service representatives are
available to assist you Monday through Friday from 9:00 a.m. to 6:00 p.m. Eastern time,
excluding holidays. If you are hearing impaired, you will need to use a relay service
through your TTY/TDD service provider.
Subject to the terms of the Collective Bargaining Agreement, the Company reserves the
right to suspend, reduce, or discontinue contributions to and/or benefit accruals under
the Cash Balance Plan. The Company also may amend, suspend or terminate the Plan
at any time. You will be notified of any significant amendments to the Plan.
This Summary Plan Description (SPD) describes the Cash Balance Plan. This SPD
presents a summary only and does not contain all the details of all aspects of the Plan. It
is not an official plan document, and neither the plan documents nor this guide
constitutes an implied or expressed contract of employment.
The Plan was established consistent with the provisions of the previous and current
collective bargaining agreements. All plans are included in the current agreement
between the Company and the International Association of Fire Fighters, Local Union I-
45, the bargaining agent, which agreement is effective February 15, 2010 through June
8, 2014 (the “Collective Bargaining Agreement”). A copy of the Collective Bargaining
Agreement is available for examination upon written request to The International
Association of Fire Fighters:


                      Newport News Labor Relations Office O21
                      4101 Washington Ave.
                      Newport News, VA 23607
                      1-757-380-2000
The actual terms of the Plan are contained in the plan documents, which are available
from the Huntington Ingalls Benefits Center (HIBC).
The official plan text and trust agreement govern the operation of the Plan and payment
of all benefits. In the event of any ambiguity in or omission from this guide, or any conflict
between this guide and the official plan text and trust agreement (or conflicts with the
Collective Bargaining Agreement), the official plan text and trust agreement (or
Collective Bargaining Agreement, as applicable) govern.
                                                Table of Contents


Plan Highlights ................................................................................................................... - 1 -
Eligibility and Joining the Plan ............................................................................................. - 1 -
How the Plan Works ........................................................................................................... - 3 -
Age and Credited Service ................................................................................................... - 7 -
Pension-Eligible Compensation........................................................................................... - 8 -
Keeping Track of Your Benefit ............................................................................................ - 9 -
Vesting in Your Benefit ....................................................................................................... - 9 -
Receiving Your Benefit ....................................................................................................... - 9 -
Calculating Your Benefit at Retirement .............................................................................. - 10 -
Applying for Your Retirement Benefit ................................................................................. - 12 -
Payment Options .............................................................................................................. - 13 -
What Happens to Your Benefit in Special Situations .......................................................... - 20 -
Breaks in Service ............................................................................................................. - 23 -
Tax Considerations........................................................................................................... - 24 -
General Plan Information .................................................................................................. - 24 -
Your Rights ...................................................................................................................... - 28 -
Terms You Should Know .................................................................................................. - 30 -
Commonly Used Acronyms............................................................................................... - 31 -
Plan Highlights

Over time, you can earn a valuable benefit under the Cash Balance Plan. Your benefit is
designed to grow with you as your age and pay increase, so you earn more the longer
you are with the Company. Here are some highlights of the Plan.
Plan Effective Date (Cash Balance Plan Effective Date)
The plan effective date is November 6, 2006.
Plan Cost
The Company pays the entire cost of the Plan  you do not make any contributions. All
contributions are held in a trust for your benefit.
Your Benefit
You earn credits toward a pension benefit that is payable after you leave the Company
and reach the Plan’s retirement age. If you transfer from the Company to another
company owned entirely or primarily by Huntington Ingalls Industries, Inc., you must
terminate employment from that company in order to commence your pension benefit
from the Plan.
Two kinds of credits are provided by the Company each month:
   Pay-based credits, which are based on your age, your years of credited service, and
    your pay.
   Interest credits, which are based on the value of your benefit and the Plan’s interest
    credit rates.
Vesting
You have a non-forfeitable right to the full value of your benefit after completing three
years of vesting service.
Payment Options
When you leave the Company and reach the Plan’s retirement age, your vested benefit
will be paid to you as an annuity. If you transfer from the Company to another company
owned entirely or primarily by Huntington Ingalls Industries, Inc., you must terminate
employment from that company in order to commence your pension benefit from the
Plan.
Starting Your Benefits
Your retirement date can be the first day of any month. You must call the Huntington
Ingalls Benefits Center (HIBC) to request your retirement kit. Please see the “Applying
for Your Retirement Benefit” section for details.

Eligibility and Joining the Plan

Eligibility
All individuals reported on payroll records as active employees who were hired on or
after November 6, 2006 through April 4, 2010, and are covered by the Collective
Bargaining Agreement between the Company and the International Association of Fire
Fighters, November 6, 2006.

                                  Cash Balance Pension Plan
                                         April 2011
                                            -1-
Individuals not covered by this Cash Balance Pension Plan include the following:
   Nonresident aliens
   Employees with a hire date on or before November 5, 2006 or who were hired on or
    after April 5, 2010
   Individuals hired by an outside agency (e.g., a “job shopper” or a “leased employee”)
   Individuals covered by special contracts
   Employees of a classification who are not covered by the Collective Bargaining
    Agreement
   Temporary employees
   Individuals who are otherwise ineligible under the rules of the Plan.
Rehires
You will enter the Cash Balance Plan if you are rehired on or after November 6, 2006
through April 4, 2010, even if you were previously a participant in the Huntington Ingalls
Industries, Inc. Newport News Operations Pension Plan for Employees Covered by The
International Association of Fire Fighters, Local Union I-45, Collective Bargaining
Agreement (the “Pension Plan”) if you incurred a five-year break in service following your
termination of employment from the Company and you forfeited your benefit under your
prior plan.
Joining the Plan
If you are an eligible employee, as described above, you automatically participate in the
Plan. There is nothing you need to do to enroll.
New employees who are eligible for the Plan become participants on their first day of
employment. Employees of a non-participating unit who become eligible for the Plan as
a result of a transfer become participants on their date of transfer.




                                  Cash Balance Pension Plan
                                         April 2011
                                            -2-
How the Plan Works

Your Benefit
Your Pension Plan benefit grows through monthly credits provided by the Company:
   Pay-based credits
   Interest credits.
Pay-Based Credits
The Company provides a "pay-based credit" at the end of each month in which you are
paid as a covered employee for one or more hours of work. The amount of your pay-
based credit is a percentage of your total pension-eligible compensation, based on your
"points"  your age on the first day of the month plus your credited service on the last
day of the prior month.
If applicable, you also receive an additional pay-based credit for your pay that exceeds
the Social Security Wage Base (SSWB), which was $94,200 in 2006 and $97,500 in
2007. The SSWB is the maximum amount of pay subject to Social Security taxes each
year and is updated annually by the Internal Revenue Service (IRS).
The chart below provides the standard schedule of pay-based credits.
Standard Schedule of Pay-Based Credits
                                  Pay-based Credit
          Points                                                         Pay-based Credit
                                 (as a Percentage of
      (Age + Years of                                              (as a Percentage of Pay Over
                                Total Pension-eligible
     Credited Service)                                              Social Security Wage Base)
                                   Compensation)
         Under 25                       3.5%                                  4.0%
          25 – 34                       4.0%                                  4.0%
          35 – 44                       4.5%                                  4.0%
          45 – 54                       5.0%                                  4.0%
          55 – 64                       5.5%                                  4.0%
          65 – 74                       6.5%                                  4.0%
          75 – 84                       7.5%                                  4.0%
         Over 84                        9.0%                                  4.0%
Refer to the “Age and Credited Service” section for details.
Pay-Based Credit Examples
Following is an example showing how pay-based credits are calculated. The example
calculates the credit when pay is below the Social Security Wage Base (SSWB). (Note:
If you would like additional information about how this benefit would be calculated for an
employee whose pay is over the SSWB, call the HIBC at 1-877-216-3222.)




                                 Cash Balance Pension Plan
                                        April 2011
                                           -3-
The example in this summary:
   Is provided for illustrative purposes only and may not be relied upon to represent the
    actual benefits of any covered employee
   Uses age and service in whole numbers (When your actual age and service are
    determined, they will be calculated to four decimal places. Their sum will be rounded
    down to a whole number to determine your points. See the “Age and Credited
    Service” section for details.)
   Is based on a participant for whom the cash balance feature became effective July 1,
    2008.
Example
Assumptions:
   Age on July 1, 2008: 29
   Credited service on July 1, 2008: 1 year
   Pension-eligible compensation: $35,000 a year ($2,916.67 a month)
   Date of pay-based credit allocation: July 31, 2008
Age + years of credited service = points                                        29 + 1 = 30 points
Pay-based credit percentage                                                       4.0% (or .040)
Pay-based credit percentage x monthly pension-eligible compensation        .040 x $2,916.67 = $116.66
                                      July 31, 2008 Pay-based Credit                 $116.66
Interest Credits
In addition to monthly pay-based credits, the Company provides monthly interest credits
to help your benefit grow. Here is how the monthly interest credit is determined:
1. The monthly interest credit is based on the 30-year Treasury bond annual rate in
   effect four months prior to the month the interest credit is being allocated (see “About
   the 30-Year Treasury Bond Rate”). The rate is divided by 12 to determine a monthly
   interest credit rate. For example, if the Treasury bond rate for December 2006 is
   5.00%, the monthly interest credit rate for October 2006 is 0.4167%:
       30-year Treasury Bond Annual Rate                                          Monthly Interest
                                                 ÷         12          =
            From Four Months Earlier                                                Credit Rate
                     5.00%                       ÷         12          =             0.4167%
2. The monthly interest credit rate is multiplied by the value of your benefit as of the first
   of the month to determine your monthly interest credit. For example, if the value of
   your benefit is $10,000 on October 1 and the interest credit rate for October is
   0.4167%, your monthly interest credit for October is $41.67.
                                              The Value of Your Benefit as of            Your Monthly
        Monthly Interest Credit Rate    x                                         =
                                                  the First of the Month                Interest Credit
                 0.4167%                x                $10,000                  =         $41.67
Based on the balance at the beginning of the month, interest is credited on the last day
of each month. Interest is not earned on pay-based credits allocated during the same
month. If you end your employment with a vested benefit, interest will continue to be
credited to your benefit up to the month before payments begin.



                                   Cash Balance Pension Plan
                                          April 2011
                                             -4-
About the 30-Year Treasury Bond Rate
The 30-year bond rates are published by the IRS. To determine which rate is used each
month, refer to the following table:
 Which 30-year Treasury Bond Rate Is Used?
 To determine the interest credit for…  Use the 30-year Treasury bond rate from the previous…
                January                                       September
                February                                        October
                 March                                        November
                  April                                       December
                  May                                           January
                  June                                         February
                  July                                           March
                 August                                          April
               September                                          May
                October                                          June
               November                                           July
               December                                         August


Example of Pay-Based and Interest Credits
Here is an example showing how your benefit can grow through pay-based credits and
interest credits. Please note that this example assumes four weeks of pay in each month
when some months may actually include five weeks of pay.
For details about how age and service are determined, see the “Age and Credited
Service” section.
Assumptions:
   Date of hire: December 15, 2006
   Employee joins the Plan on December 15, 2006
   Date of birth: December 19, 1962
   Pension-eligible compensation: $35,000 per year or $2,916.67 per month (assume
    $1,458.34 is paid during December)
   Interest credit rate: 5% annually or 0.4167% monthly
   Social Security Wage Base (SSWB) for 2006: $94,200, and for 2007 is $97,500
     This employee’s cumulative pay for the year does not reach the SSWB.




                                Cash Balance Pension Plan
                                       April 2011
                                          -5-
December 2006
Value of cash balance account on December 1, 2006                                      $0.00
Age on December 1, 2006                                                              43.9167
Credited service on December 1, 2006                                                  0.0000
Points on December 1, 2006                                                                43
(age plus service rounded down to a whole number)
Pay-based credit percentage                                                            4.5%
Pay-based credit                                                                      $65.63
Total monthly pension-eligible compensation x pay-based credit percentage
($1,458.34 x 4.5%)
Interest credit = interest credit rate x value of benefit on December 1, 2006          $0.00
(0.4167% x $0.00)
                                                  Total December 31, 2006 Credits     $65.63

January 2007
Value of cash balance account on January 1, 2007                                      $65.63
Age on January 1, 2007                                                               44.0000
Credited service on January 1, 2007                                                   0.0833
Points on January 1, 2007                                                                 44
(age plus service rounded down to a whole number)
Pay-based credit percentage                                                            4.5%
Pay-based credit                                                                     $131.25
Total monthly pension-eligible compensation x pay-based credit percentage
($2,916.67 x 4.5%)
Interest credit = interest credit rate x value of benefit on January 1, 2007
(0.4167% x $65.63)                                                                     $0.27
                                                    Total January 31, 2007 Credits   $131.52

February 2007
Value of cash balance account on February 1, 2007                                    $197.15
Age on February 1, 2007                                                              44.0833
Credited service on February 1, 2007                                                  0.1667
Points on February 1, 2007                                                                44
(age plus service rounded down to a whole number)
Pay-based credit percentage                                                            4.5%
Pay-based credit                                                                     $131.25
Total monthly pension-eligible compensation x pay-based credit percentage
($2,916.67 x 4.5%)
Interest credit = interest credit rate x value of benefit on February 1, 2007           $.82
(0.4167% x $197.15)
                                                   Total February 28, 2007 Credits   $132.07




                                    Cash Balance Pension Plan
                                           April 2011
                                              -6-
  At the end of February 28, 2007, the value of the participant’s benefit will be $329.22
  ($65.63 + 131.52 + 132.07). The following table illustrates how this participant’s benefits
  will grow to a year-end value of $728.74.
                                                   Total
                        Credited      Points=                              Pay                               Value at
                                                 Monthly     Year-to-                 Benefit    Interest
  Date         Age      Service        Benefit                            Above                               End of
                                                  Eligible   Date Pay                 Credit      Credit
                         Years        Credit %                            SSWB                                Month
                                                    Pay
12/31/2006    43.9167    0.0000       43=4.50%   $1,458.34   $1,458.34    $0.00        $65.63       $0        $65.63
 1/31/2007    44.0000    0.0833       44=4.50%   $2,916.67   $4,375.01    $0.00       $131.25      $0.27     $197.15
 2/28/2007    44.0883    0.1667       44=4.50%   $2,916.67   $7,291.68    $0.00       $131.25      $0.82     $329.22
 3/31/2007    44.1667    0.2500       44=4.50%   $2,916.67   $10,208.35   $0.00       $131.25      $1.37     $461.84
 4/30/2007    44.2500    0.3333       44=4.50%   $2,916.67   $13,125.02   $0.00       $131.25      $1.92     $595.01
 5/31/2007    44.3333    0.4167       44=4.50%   $2,916.67   $16,041.69   $0.00       $131.25      $2.48     $728.74
                                                                                  Value at the end of 2007   $728.74


  Age and Credited Service

  Under the Plan, your monthly pay-based credit is calculated based on your "points" 
  your age plus your credited service on the first day of the month. The following describes
  how age and service are determined under the Plan.
  Age
  Your age is calculated as of the first day of each month using the 16-day rule, up to four
  decimal places. Here is how:
   If you were born on or before the 16th of the month, your birth date is converted
    to the first day of the month (for example, April 14 is converted to April 1)
    For example, let’s assume:
       Birth date: August 7, 1960
       Age is calculated on: January 1, 2007.
      Since the participant was born on the 7th, date of birth is rounded down to the first of
      the same month, August 1, 1960.
         Calculation Date         -    Date of Birth            =     Age Used to Determine Points
         January 1, 2007          -    August 1, 1960           =     46 years, 5 months (or 46.4167)
   If you were born after the 16th of the month, your birth date is converted to the first
    day of the following month (for example, April 20 is converted to May 1).
      For example, let’s assume:
       Birth date: December 19, 1964
       Age is calculated on: July 1, 2007.
      Since this employee was born on the 19th, date of birth is rounded up to the first of
      the following month  January 1, 1965.
         Calculation Date         -    Date of Birth            =     Age Used to Determine Points
         July 1, 2007             -    January 1, 1965          =     42 years, 6 months (or 42.5000)
  Credited Service
  You accrue one month of credited service for each month you are entitled to be paid for
  one or more hours of work with the Company.

                                         Cash Balance Pension Plan
                                                April 2011
                                                   -7-
Credited service is calculated from your date of hire up to the last day of the month prior
to the month for which you receive a benefit credit. For example, your December benefit
credit is based on a calculation of your credited service as of midnight on November 30.
For example, let’s assume:
 Hire date: November 29, 2006
 This employee has continuous service and is paid for working at least one hour in
  November and at least one hour in December
 The first service calculation is on October 31, 2006
 Service is calculated again on November 30, 2006, then December 31, 2006, and so
  on, until the participant terminates employment
In this example, credited service on November 1, 2006, based on service through
October 31, 2006, is zero months (service did not begin accruing until November 29).
Credited service on December 1, 2006, based on service through November 30, 2006 is
one month, or 0.0833 (1 ÷ 12).
Credited service on January 1, 2007, based on service through December 31, 2006 is
two months, or 0.1667 (2 ÷ 12).
Your credited service may include service with a former employer that merged with the
Company, subject to the provisions of the applicable merger or acquisition agreement
and any service crediting rules of your former employer’s plan(s) (if applicable).

Pension-Eligible Compensation

Compensation That Is Pension-Eligible
Effective November 6, 2006, pension-eligible compensation includes the following, in
addition to straight-time earnings:
 Overtime pay
 Vacation pay (not including vacation pay-off)
 Holiday pay
 Funeral pay
 Jury duty pay
 Military leave pay
 Shift differential on straight-time earnings
 Special wage additives
 Awards and bonuses that are not grossed up (or those listed under “Compensation
  That Is Not Pension Eligible” below).
Covered Employees who cease employment with the Affiliated Companies to perform
services for the Union continue to be Covered Employees during their period of service
for the Union. Accordingly, compensation paid to such Covered Employee during their
service for the Union that otherwise satisfies the definition of Eligible Pay in the Plan


                                  Cash Balance Pension Plan
                                         April 2011
                                            -8-
constitutes Eligible Pay. Similarly, service performed for the Union is treated as service
performed for the Company for purposes of this Plan.
Compensation That Is Not Pension-Eligible
The Cash Balance Pension Plan excludes all other types of pay that are not specifically
included in the above list. For example, the following types of pay are excluded:
 Mastershipbuilder and Opportunity for Improvement (OFI) awards and bonuses or
  amounts paid to gross up these awards and bonuses.

Keeping Track of Your Benefit

As soon as administratively feasible, you will receive a periodic statement to help you
track the value of your benefit. The statement will reflect the value of your benefit at the
beginning of the period and all pay-based and credits applied during the period.
Tracking the value of your pension benefit is a key part of planning for a financially
secure retirement. It can help you make informed decisions about how much to save on
your own and how to diversify your 401(k) savings or other investments.

Vesting in Your Benefit

Vesting means you have earned a non-forfeitable right to your Plan benefit. If you
terminated before January 1, 2008, you became vested after completing five years of
vesting service with the Company. If you terminate on or after January 1, 2008, you will
become vested in your Plan benefit after completing three years of vesting service.
You earn a year of vesting service for each calendar year in which you complete 1,000
or more hours for which you are paid (or are entitled to be paid) by the Company
(including annual leave, jury duty and, in some cases, certain qualified leaves of
absence, such as military leaves, Union leave and medical leaves up to two years from
the beginning of the leave).
For example, let’s assume:
 Date of hire: December 15, 2006
 Vesting hours as of December 31, 2006: 80
 Vesting hours in 2007: 1,900
In this example, the participant does not have 1,000 or more hours of vesting service in
2006, so he or she does not earn a year of vesting service for that year. In 2007, the
participant has 1,900 vesting hours, so he or she does earn one year of vesting service
for 2007.
Once you become vested, you are always vested. Even if you leave the Company
before you are eligible to begin receiving a benefit, you are entitled to a retirement
benefit from the Plan if you are vested. If you leave the Company before you are vested,
you forfeit your benefit. (However, if you are rehired before five break-in service years,
your benefit may be reinstated. See “Breaks in Service” for details.)

Receiving Your Benefit

                                  Cash Balance Pension Plan
                                         April 2011
                                            -9-
Because the Plan is designed for retirement, your benefit is not available until you
leave the Company and reach the Plan’s retirement age. If you transfer from the
Company to another company owned entirely or primarily by Huntington Ingalls
Industries, Inc., you must terminate employment from that company in order to
commence your pension benefit from the Plan.
After your employment ends from the Company or another company owned entirely or
primarily by Huntington Ingalls Industries, Inc., your vested Cash Balance Pension Plan
benefit is payable:
 At the later of age 65 or your age on the earlier of the fifth anniversary of your
  participation in the Plan and the date you complete three years of vesting service.
 As early as age 55, if you have at least 10 years of service.
When you become eligible for benefit payments, you may choose to:
 Begin receiving your vested benefit through one of the Plan’s payment options
 Leave your vested benefit in the Plan for distribution at a later time (see “Age 70½
  Distributions” next). Your benefit will continue to earn interest credits until the last
  day of the month before distribution occurs.
If you end your employment with the Company before retirement and with a vested
benefit, the Huntington Ingalls Benefits Center (HIBC) will send you a notice at age 65
informing you that your benefit payments may begin immediately. This notice will be sent
to the last address you provided to the Huntington Ingalls Benefits Center (HIBC).
It is your responsibility to apply for your retirement benefits and keep the Huntington
Ingalls Benefits Center (HIBC) informed of your current address.
Age 70½ Distributions
If you no longer work for the Company, you must begin receiving your Cash Balance
Pension Plan benefit payments as of April 1 following the calendar year in which you
reach age 70½. For example, if you reach age 70½ in November 2008, you must start
receiving your benefits on April 1, 2009.
You will receive a notice before you become eligible for an age 70½ distribution about
the forms of payment for which you are eligible and the amount of your benefit.
If you reach age 70½ and you are still employed by the Company or another company
owned entirely or primarily by Huntington Ingalls Industries, Inc., payments will not begin
until you terminate.

Calculating Your Benefit at Retirement

If you leave the Company with a vested benefit, your benefit will be calculated when you
reach retirement age and request a distribution. The total value of your benefit will be
converted to a monthly retirement benefit. To convert your benefit, the Plan uses a factor
based on your age when payments begin.
Normal Retirement Benefit
If you terminated employment before January 1, 2008, the Plan’s normal retirement age
is the age at which you have both attained age 65 and completed 5 years of vesting
service. If you terminate employment on or after January 1, 2008, the Plan’s normal

                                  Cash Balance Pension Plan
                                         April 2011
                                            - 10 -
retirement age is the later of age 65 or your age on the earlier of the fifth anniversary of
your participation in the Plan and the date you complete 3 years of vesting service.
If you begin your benefit payments at or after the Plan’s normal retirement age, the value
of your total benefit will be converted to an annual retirement benefit using a conversion
factor of 9.00. Here is the calculation of your monthly retirement benefit:
            Total Benefit Value (when payments begin) ÷ 9.00 ÷ 12 months =
                             Your Monthly Annuity Payment
For example, let’s assume:
 Total benefit value when payments begin: $300,000
 Age at which payments begin: 65
In this example, the monthly retirement benefit will be:
                  $300,000 ÷ 9.00 ÷ 12 months = $2,777.78 per month*
* If you elect a payment option other than a single life annuity, this amount will be
  converted based on the option you choose. See “Payment Options” for details.
Early Retirement Benefit
If you leave the Company (or another company owned entirely or primarily by Huntington
Ingalls Industries, Inc.) with 10 or more years of vesting service, you may choose to
begin receiving your Plan benefit as early as age 55.
If you elect an early retirement benefit, the monthly payment will be less than what you
would have received if you had waited until age 65. Because early retirement benefits
are paid out over a longer period of time, you are expected to receive a greater number
of payments, and the payment amount is less.
To calculate your early retirement benefit, the Plan uses a conversion factor based on
your age when your payments begin.
 If you have 10 or more years of vesting service and end your employment at or after
  age 55, early retirement factors are used to calculate your early retirement benefit
  (even if you defer payments). The early retirement factor that applies depends on
  your age when payments begin, as shown in the following table.
 If you have 10 or more years of vesting service and end your employment before age
  55, deferred vested early retirement factors are used to calculate your early
  retirement benefits. The deferred vested early retirement factor that applies depends
  on your age when payments begin, as shown in the following table.
    Age at Which You Begin
                                     Early Retirement Factors            Deferred Vested Early
       Receiving Benefit
                                                                          Retirement Factors
           Payments
              55                                11.50                             19.00
              56                                11.25                             18.00
              57                                11.00                             17.00
              58                                10.75                             16.00
              59                                10.50                             15.00
              60                                10.25                             14.00
              61                                10.00                             13.00
              62                                 9.75                             12.00

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                                         April 2011
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                63                              9.50                             11.00
                64                              9.25                             10.00
           65 (or later)                        9.00                              9.00
The factors shown in this table are based on whole ages. Your benefit will be calculated
based on your age in years and months.
Example: Early Retirement Factors
Assumptions:
 Total benefit value when payments begin: $150,000
 Participant’s age at termination: 55
 Participant’s years of vesting service: 15
 Age at which payments begin: 55
In this example, the monthly retirement benefit will be:
       $150,000 ÷ 11.50 ÷ 12 months = $1,086.96 per month (single life annuity)*
Example: Early Retirement Factors and Deferred Payments
Assumptions:
 Total benefit value when payments begin: $200,000
 Participant’s age at termination: 55
 Participant’s years of vesting service: 15
 Age at which payments begin: 60
In this example, the monthly retirement benefit will be:
       $200,000 ÷ 10.25 ÷ 12 months = $1,626.02 per month (single life annuity)*
Example: Deferred Vested Early Retirement Factors
Assumptions:
 Total benefit value when payments begin: $155,000
 Participant’s age at termination: 45
 Participant’s years of vesting service: 15
 Age at which payments begin: 60
In this example, the monthly retirement benefit will be:
       $155,000 ÷ 14.00 ÷ 12 months = $922.62 per month (single life annuity)*
* If you elect a payment option other than a single life annuity, this amount will be
  converted based on the option you choose. See “Payment Options” for details.

Applying for Your Retirement Benefit

You must provide the Company between two months and 90 days advance notice of
your intended retirement date (preferably 90). Once you decide on your retirement date,
call the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222 to provide notice of

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your intent to retire and request information on processing your retirement. Your
retirement date can be the first day of any month. You must also complete and return all
of the required forms as described in your retirement kit. Otherwise, your retirement date
will be delayed.
As a participant in the Plan, it is your responsibility (or your surviving spouse’s
responsibility, if applicable) to call the Huntington Ingalls Benefits Center (HIBC). The
actual date your benefit payments begin depends on when you complete and return all
of the required forms included in your retirement kit. Failure to call the Huntington Ingalls
Benefits Center (HIBC) and/or failure to return the required forms as described in your kit
may result in a delay in payment or even a forfeiture of benefits (certain benefit
payments will not be made retroactively).
Please be prepared to provide the following information when you call the Huntington
Ingalls Benefits Center (HIBC):
 Your name and home address
 Your telephone numbers (work and home)
 Your Social Security number
 Your current marital status
 Your spouse’s name, Social Security number, and date of birth (if you are married)
 Your anticipated last day of work
 Your benefit commencement date (the date that you would like payments to begin)
 Your beneficiary information
    If you would like to designate someone other than your spouse as a beneficiary,
     please provide the beneficiary’s name, date of birth, and Social Security number.
     You must also provide your spouse’s information even if you choose to have
     someone other than your spouse as a beneficiary.
    If you are not married, you can name a beneficiary for some payment options.
To complete the retirement process, you will need to provide a legible copy of your birth
certificate or passport. In addition, if you are married, you will need to provide:
 A legible copy of your spouse’s birth certificate or passport
 A legible copy of your marriage certificate.
If you are planning on leaving part of your pension benefit to a non-spouse beneficiary
after your death, you will also need to provide a legible copy of your non-spouse
beneficiary’s birth certificate or passport.

Payment Options

Overview of Available Payment Options
When you elect a distribution, the Plan offers you the flexibility to select the payment
option that meets your personal needs. Here is a brief description of each option.
Following this overview is additional information about how your payments will be
calculated under each option.

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                                         April 2011
                                            - 13 -
 Single life annuity  You receive monthly payments for your lifetime. When you
  die, the Plan does not pay benefits to anyone else. If you are married, your spouse
  must consent in writing to this form of distribution.
 50%, 75% or 100% joint and survivor annuity  You receive a monthly benefit
  over your lifetime. When you die, your spouse or other beneficiary receives a
  monthly payment equal to 50%, 75% or 100% of your monthly benefit (whichever
  you selected) for the rest of his or her life. The monthly benefit you receive during
  your lifetime is smaller than a single life annuity because benefits are paid over the
  joint lifetimes of you and your beneficiary. If your beneficiary dies before you but after
  your benefit payments begin, the Plan pays benefits for your lifetime only.
   If you are married and choose a form of payment other than a 50%, 75% or 100%
   joint and survivor annuity with your spouse as beneficiary, your spouse must provide
   written notarized consent.
   If your spouse or beneficiary dies before your benefit payments are scheduled to
   begin, you should notify the Huntington Ingalls Benefits Center (HIBC) immediately
   and select a different payment option. After the date your benefit payments are
   scheduled to begin, they will not be recalculated for a change in marital status.




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                                         April 2011
                                            - 14 -
 10-year certain and continuous annuity  You receive a monthly benefit for your
  lifetime with payments guaranteed for 10 years (120 payments).
     If you die during the 10-year period, the remaining payments are made to your
      beneficiary. If your beneficiary dies before the end of the 10-year period, the
      remaining benefit amount is paid in a lump sum to that beneficiary’s estate.
     If you do not die within the 10-year period, payments continue for your lifetime,
      regardless of how long you live. After your death, no further payments are made.
    If your beneficiary dies before you receive 120 payments, you can name another
    beneficiary to receive the remaining payments (with spousal consent, if required).
    You cannot elect this option if you are age 92 or older at the date your benefits are
    scheduled to commence.
   Age 62 level income annuity  If you choose to begin payments before age 65,
    this option provides, as nearly as possible, a "level" monthly income throughout your
    retirement.
    Before you begin receiving your monthly payments from Social Security, you receive
    a larger monthly benefit payment from the Plan. Then, your monthly benefit payment
    is reduced to account for your estimated Social Security benefit. The reduction
    occurs when you reach age 62 (whether or not you start receiving or are eligible to
    receive your Social Security payments at that age)*.
    After you retire and begin receiving payments from the Plan, you may not change
    your payment option . For example, assume you retire at age 58 and choose the
    level income option to age 62 because you anticipate receiving your Social Security
    payments at age 62. You later decide to postpone your Social Security payments
    until age 65. The amount of your monthly benefit from the Plan is still reduced when
    you reach age 62, even if you do not actually receive Social Security payments until
    you reach age 65.
    The level income option provides payments for your lifetime only. No benefit is paid
    to your spouse or other beneficiary after your death.
    This option is not available if:
     You end your employment before you are eligible to begin receiving your benefits
      or
     Your reduced monthly benefit under this option would be $25 or less.
    * The age at which you may begin your Social Security benefits depends on the year
      of your birth. Be sure to confirm your eligible start date with the Social Security
      Administration. Social Security benefits that start before age 65 are reduced
      because payments are made over a longer period of time. Your actual Social
      Security benefit may be more or less than the estimate used to determine your
      Cash Balance Pension Plan benefit under the level income option. However, your
      level income payments will not be adjusted if that is the case.
   Voluntary Lump Sum — If the present value of your benefit is equal to or less than
    $5,000, you may choose to receive a one-time lump sum payment. If you receive a
    lump sum payment, your payment cannot be re-deposited into a HII pension plan if
    you are later rehired.

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                                              April 2011
                                                 - 15 -
Rollovers by Non-Spouse Beneficiaries
In the event that your designated beneficiary who is not your surviving spouse or former
spouse becomes eligible to make a direct rollover of his or her eligible rollover
distribution under the Plan, such beneficiary may elect to make a direct rollover only to
an individual retirement account described in Section 408(a) of the Internal Revenue
Code (the “Code”) or an individual retirement annuity described in Code Section 408(b)
(other than an endowment contract).
The following sections provide more information, including examples, about how the
Plan’s payment options are calculated. Examples are for illustrative purposes only and
may not be relied upon to represent the actual benefits of any employee.
Calculating Single Life Annuity Payments
If you choose the single life annuity option, the Plan will calculate your monthly
payments based on the applicable retirement factors, as described in the “Calculating
Your Benefit at Retirement” section.
Calculating Joint and Survivor Annuity Payments
The following chart provides factors to help you determine your monthly payments under
the joint and survivor annuity options. Here is how it works:
1) In the chart, find the number that corresponds to the payment option you want and
   the age at which you want to begin payments. (The factors in the chart assume that
   your spouse (or other beneficiary) is within five years of your age. If your spouse (or
   other beneficiary) is more than five years older or younger than you, see the note
   after the chart.)
2) Multiply this factor by your monthly single life annuity amount (see “Calculating Your
   Benefits at Retirement” for details). The result is the monthly payment you will
   receive for your lifetime.
3) To determine the amount your spouse or other beneficiary will receive after you die,
   multiply your monthly payment amount by the percentage of the benefit (50% or
   100%) you chose for your spouse or other beneficiary.
For example, let’s assume:
 Age at which payments begin: 65
 Total benefit value when payments begin: $300,000
 Single life annuity amount: $2,777.78 per month
 Option selected: 50% joint and survivor
 Spouse’s age is within five years of the participant’s age
In the chart, age 65 under the 50% joint and survivor option corresponds to a factor of
0.900.
The monthly payment that the retiree will receive for his or her lifetime will be:
       $2,777.78 x 0.900 = $2,500.00 per month
When the retiree dies, his or her spouse will receive 50% of this amount for life:
       50% x $2,500.00 = $1,250.00 per month


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                                         April 2011
                                            - 16 -
                   Factors for Calculating Joint and Survivor Annuity Payments
 Your Age When         100% Joint and        75% Joint and Survivor     50% Joint and
 Payments Begin       Survivor Annuity               Annuity           Survivor Annuity
       55                   0.870                     0.900                 0.930
       56                   0.865                     0.896                 0.927
       57                   0.860                     0.892                 0.924
       58                   0.855                     0.888                 0.921
       59                   0.850                     0.884                 0.918
       60                   0.845                     0.880                 0.915
       61                   0.840                     0.876                 0.912
       62                   0.835                     0.872                 0.909
       63                   0.830                     0.868                 0.906
       64                   0.825                     0.864                 0.903
       65                   0.820                     0.860                 0.900
       66                   0.815                     0.856                 0.897
       67                   0.810                     0.852                 0.894
       68                   0.805                     0.848                 0.891
       69                   0.800                     0.844                 0.888
       70                   0.795                     0.840                 0.885
       71                   0.790                     0.836                 0.882
       72                   0.785                     0.832                 0.879
       73                   0.780                     0.828                 0.876
       74                   0.775                     0.824                 0.873
       75                   0.770                     0.820                 0.870
       76                   0.765                     0.816                 0.867
       77                   0.760                     0.812                 0.864
       78                   0.755                     0.808                 0.861
       79                   0.750                     0.804                 0.858
       80                   0.745                     0.800                 0.855
       81                   0.740                     0.796                 0.852
       82                   0.735                     0.792                 0.849
       83                   0.730                     0.788                 0.846
       84                   0.725                     0.784                 0.843
       85                   0.720                     0.780                 0.840
The factors shown in this table are based on whole ages. Your benefit will be calculated
based on your age in years and months. Also, the factors in this table assume that your
spouse or other beneficiary is within five years of your age.
 Increase the factor by .01 for each year that your spouse or other beneficiary is more
  than five years older than you. For example: If your spouse or other beneficiary is
  67 and you are 60, add 0.02 to the age 60 factor. If you choose the 100% option, the
  factor is 0.865 (0.845 plus 0.02).
 Decrease the factor by .01 for each year that your spouse or other beneficiary is
  more than five years younger than you. For example: If your spouse or other
  beneficiary is 53 and you are 60, subtract 0.02 from the age 60 factor. If you choose
  the 100% option, the factor is 0.825 (0.845 minus 0.02).
Keep in mind that your benefit can never exceed 100% of your retirement benefit, so the
factor used to determine your joint and survivor payment can never be greater than 1.00.




                                 Cash Balance Pension Plan
                                        April 2011
                                           - 17 -
Calculating Certain and Continuous Annuity Payments
The following chart provides factors to help you determine your monthly retirement
benefit, if you elect the certain and continuous annuity payment option. Here is how it
works:
1) In the chart, find the number that corresponds to the age at which you want to begin
   payments.
2) Multiply this factor by your monthly single life annuity amount. The result is the
   monthly payment you will receive for your lifetime.
For example, let’s assume:
   Age at which payments begin: 65
   Total benefit value when payments begin: $300,000
   Single life annuity amount: $2,777.78 per month
In the chart, age 65 corresponds to a factor of 0.942. The monthly amount that the
retiree will receive for his or her lifetime will be:
       $2,777.78 x 0.942 = $2,616.67 per month.
If the retiree dies before the end of the 10-year guarantee period, his or her beneficiary will
receive the same amount  $2,616.67 each month  for the remainder of the 10-year
period.
Factors for Calculating Certain and Continuous Annuity Payments
Your Age When Payments Begin          10-Year Certain and Continuous Annuity Factor
                55                                        0.981
                56                                        0.979
                57                                        0.977
                58                                        0.974
                59                                        0.971
                60                                        0.967
                61                                        0.963
                62                                        0.959
                63                                        0.954
                64                                        0.949
                65                                        0.942
                66                                        0.935
                67                                        0.927
                68                                        0.919
                69                                        0.910
                70                                        0.899
                71                                        0.888
                72                                        0.875
                73                                        0.861
                74                                        0.846
                75                                        0.830
                76                                        0.813
                77                                        0.795
                78                                        0.776
                79                                        0.756
                80                                        0.735

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                                         April 2011
                                            - 18 -
Factors for Calculating Certain and Continuous Annuity Payments
                81                                        0.714
                82                                        0.693
                83                                        0.672
                84                                        0.651
                85                                        0.630
The factors shown in this table are based on whole ages. Your benefit will be calculated
based on your age in years and months.
Calculating Level Income Annuity Payments
The chart below provides the factors for determining the amount of your monthly
payments under the level income option. Here is how it works:
1) In the chart, find the number that corresponds to the age at which you want to begin
   payments and which level income option you want (in other words, when you
   anticipate starting Social Security benefits  age 62).
2) Multiply this factor by your estimated Social Security benefit. The result is the level
   income amount that will be added to your Plan monthly single life annuity pension
   benefit. The sum will be paid to you up to the age Social Security payments are
   estimated to begin (age 62).
3) Subtract your estimated Social Security benefit from the level income benefit
   calculated in #2. The result is the monthly amount that will be paid starting with the
   date your Social Security payments are estimated to begin (age 62).
For example, let’s assume:
 Age when employment ends: 55
 Age at which payments begin: 55
 Total benefit value when payments begin: $300,000
 Single life annuity amount (without the level income option): $2,173.91 per month
 Estimated Social Security benefit at age 62: $1,000 per month
Social Security benefits that start before age 65 are reduced because payments are
made over a longer period of time. Your actual Social Security benefit may be more or
less than the estimate used to determine your Plan benefit under the level income
option. However, your level income payments will not be adjusted if that is the case.




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                                         April 2011
                                            - 19 -
If you elect the level income option to age 62, the value of your monthly benefits will be:
 $2,173.91 + ($1,000 x 0.590) = $2,763.91 per month before age 62
 $2,763.91 - $1,000 = $1,763.91 per month beginning at age 62.
 Factors for Determining Level Income Payments
  Age Payments Begin     Level Income Payments To Age 62
          55                          0.590
          56                          0.630
          57                          0.680
          58                          0.730
          59                          0.790
          60                          0.850
          61                          0.920
          62                          1.000
          63                           N/A
          64                           N/A
          65                           N/A
The factors shown in this table are based on whole ages. Your benefit will be calculated
based on your age in years and months.

What Happens to Your Benefit in Special Situations

This section describes what happens to your benefit in certain special situations. For
information about situations not described here, call the Huntington Ingalls Benefits
Center (HIBC) at 1-877-216-3222.
If You Take a Leave of Absence
In general, if you take a medical or military leave of absence, your benefit will continue to
earn monthly pay-based and interest credits, and you will continue to earn credited and
vesting service.
Different rules apply to other types of leave. The following table provides examples of these
special rules.
Type of Approved Leave                Service and Benefits While on Leave
Medical Leave                          You will earn eight hours of vesting service for each
                                         working day of leave
                                       You will earn one month of credited service for each
                                         month during which you are on leave
                                       Pay-based credits continue based on the pension-
                                         eligible compensation you would have received had you
                                         not gone on leave
                                       Interest credits continue
Qualifying military leave of           You will earn eight hours of vesting service for each
absence (if you return to active         working day of leave
employment in a timely manner)         You will earn one month of credited service for each
                                         month during which you are on leave
                                       Pay-based credits are based on the compensation you
                                         would receive had you not gone out on leave
                                       Interest credits continue

                                   Cash Balance Pension Plan
                                          April 2011
                                             - 20 -
Type of Approved Leave                Service and Benefits While on Leave
Unpaid family medical leave            You will receive vesting hours during the first 12 months
                                         of your leave only to the extent necessary to prevent a
                                         break in service (see “Breaks in Service” for details)
                                       You will not receive credited service, vesting service or
                                         pay-based credits for the duration of the leave
                                       Interest credits continue
Union Leave                            You will earn eight hours of vesting service for each
                                         working day of leave
                                       You will earn one month of credited service for each
                                         month during which you are on leave
                                       Pay-based credits continue based on the pension-
                                         eligible compensation you received from the Union
                                         while on leave
                                       Interest credits continue
Other unpaid leaves of absence         You will not accrue credited or vesting service, except
                                         to the extent required by law
                                       You will not accrue pay-based credits
                                       Interest credits continue
If you have questions about how a leave of absence may affect your pension benefit,
please call the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222. Also, refer
to the “Breaks in Service” section for additional information about leaves of absence.
If You Die Before Benefit Payments Begin
If you are married and you die before receiving your benefits, the Plan will provide your
vested benefit to your spouse at your retirement eligibility date. Your benefit will continue
to accrue interest credits up to the time payments begin. Your spouse will receive the
survivor benefit under the Plan’s 100% joint and survivor annuity. If you were in active
employment status with the Company at the time of your death with 10 or more years of
service, the survivor benefit may begin as early as your age 55 early retirement date and
will be calculated as an early retirement from active service using the earnings and
service earned through the date of your death. If you were not in active employment
status with the Company at the time of your death but had at least 10 years of service,
the survivor benefit may still begin as early as your age 55 early retirement date, but will
be calculated using the deferred vested early retirement factors (see “Calculating Your
Benefit at Retirement” for details.) If you have less than 10 years of service at the time of
your death, the survivor benefits are based on the normal retirement benefit and the
earnings and service earned though the date of your death. Special rules may apply if
you die while on disability, medical, or military leave. Please call the Huntington Ingalls
Benefits Center (HIBC) for details.
Note: It is your surviving spouse’s responsibility to call the Huntington Ingalls Benefits
Center (HIBC) and request a retirement kit.
If you are not vested at the time of your death, the Plan pays no survivor benefit.
If you are not married when you die, the Plan pays no survivor benefit.
Heroes Earnings Assistance and Relief Tax Act of 2008
To the extent permitted under the Heroes Earnings Assistance and Relief Tax Act of
2008, if you die during a period of qualifying military service, your beneficiary will be

                                  Cash Balance Pension Plan
                                         April 2011
                                            - 21 -
entitled to any additional benefits, other than benefit accruals, as if you were reemployed
on the date immediately preceding your death and then terminated employment on the
date of your death. Further, if you become totally and permanently disabled or die
during a period of qualifying military service, your benefit will include the service for
benefit accrual purposes that you would have received if you were reemployed by the
Company on the date immediately preceding your disability or death, as applicable, and
terminated employment on the date of your disability or death.
If You Are Laid Off (Special Layoff Provision)
If you are laid off for lack of work before you reach age 55, you may elect an early
retirement benefit to begin as early as age 55 based on early retirement factors
summarized in the “Calculating Your Benefit at Retirement” section, if:
 You have 75 points (refer to “Age and Credited Service” to determine your points) on
  the date of your layoff (regardless of your age)
OR
 You are age 53 with 10 years or more of vesting service at the time of your layoff.
If you receive a layoff notice and you qualify for the special layoff provision and you then
transfer to another entity instead of being terminated, you are no longer eligible for the
special layoff provision. If you are laid off and you qualify for the special layoff provision
and you are then rehired by the Company, the special layoff provision no longer applies.
If you are subsequently laid off and qualify, you would again be eligible for the special
layoff provision.
NOTE: If you do not meet the two eligibility requirements listed above but have at least
10 years of early retirement service, you may still commence your benefit at age 55. In
that case, your benefit will be calculated using the deferred vested early retirement
factors (see “Calculating Your Benefit at Retirement” for details.)
If You Are Rehired
If you leave the Company, and you are later rehired into a position covered by the Plan,
the amount of benefit you accrue during your reemployment is affected by a number of
factors, as explained below.
 If you were 100% vested when you terminated employment and are rehired before
  you are scheduled to begin receiving benefit payments, you are 100% vested when
  you are rehired. Beginning on your rehire date, you will continue earning a benefit
  under the Plan. Your credited service under your prior employment period will be
  included in your credited service earned under the new employment period to
  determine your points. You are immediately vested in any new benefits you earn.
 If you were not vested when you terminated employment and returned to the
  Company, the break in service rules apply. See “Break in Service” for details.
 If you are rehired by the Company after you are scheduled to begin receiving your
  benefit payments, you will continue earning a benefit under the Plan beginning on
  your rehire date. Your credited service under your prior employment period will be
  included in your credited service earned under the new employment period to
  determine your points. You are immediately vested in any new benefits you earn. In
  addition, if you are rehired by the Company as a regular employee, and you have not
  worked for the Company in any way (as a regular employee, consultant, or

                                   Cash Balance Pension Plan
                                          April 2011
                                             - 22 -
   independent contractor) for at least 12 consecutive months, your benefit payments
   will continue. If you do not meet this 12-consecutive-month rule when you are rehired
   by the Company, your benefit payments from this plan will stop.
If You Transfer
If you transfer to another part of the Company where you are not covered by this Plan,
you will continue to earn vesting service and interest credits as if you were covered by
this Plan. You will not earn benefit credits.
If you have questions about transfers, please call the Huntington Ingalls Benefits Center
(HIBC) at 1-877-216-3222.
If You Take Medical Leave
If you take medical leave, you will continue to earn vesting service, credited service, pay-
based credits, and interest credits after the first day of medical leave. Your pay-based
credits will be determined using your monthly imputed earnings, which are based on
your daily rate of pay in effect on the last day of the month preceding the start of your
medical leave.
You will stop earning medical leave vesting service and pay-based credits at the earliest
of the following:
 At the end of the medical leave
 At the end of the two-year period beginning at the start of your medical leave
 If you return to active employment (however, you will continue to earn vesting service
  and pay-based credits as an active employee)
 If you terminate your employment
 If you die.
Once your employment ends, your benefit will continue to earn interest credits. Once
you reach the Plan’s retirement age (early retirement at age 55 with 10 years of service
or normal retirement at age 65 with 5 years of service), you may begin receiving your
vested benefit under one of the Plan’s payment options.

Breaks in Service

A break in service is a period during which you complete less than 501 hours of service in a
calendar year. If you experience five consecutive breaks in service years before you are
vested:
 You forfeit your benefit under the Cash Balance Pension Plan, and
 You will be treated as a new hire under the Plan upon subsequent rehire. You will
  accrue a new benefit under the Plan and your prior service will not be included in
  your service earned under the new employment period.
The following type of absence may not cause you to incur a break in service:
 Family and Medical Leave Act (FMLA) Leave of Absence. To keep from incurring
  a break in service, you can receive credit for up to 501 hours if you are on an
  approved FMLA leave of absence. Your hours of service for this purpose are equal
  to the amount you would have received if you continued working. If that number

                                  Cash Balance Pension Plan
                                         April 2011
                                            - 23 -
   cannot be determined, you receive eight hours for each day you are absent, up to a
   maximum of 501 hours, but you do not earn vesting service, credited service, or
   early retirement service during this period.
   Hours for this purpose are usually credited during the calendar year in which your
   FMLA begins. However, if you do not need the hours to prevent a break in service
   during that year, the hours are credited towards the following calendar year.
   For example, let’s assume:
    You work 1,805 hours in 2005, then you go on family leave
    You are out on family leave for 12 weeks, from December 2005 through March
     2006.
   Because you worked more than 501 hours in 2005, you do not incur a break in
   service. When you return to work in March, you are credited with 480 hours (8 hours
   times 5 days times 12 weeks) toward the 501 hours needed to avoid a break in
   service in 2006. However, the 480 hours are not used to calculate vesting, credited,
   or early retirement service and are used only to avoid a break in service.

Tax Considerations

Maximum Benefits for Tax Purposes
Cash Balance Pension Plan benefits are limited to an annual maximum by federal law.
In addition, federal tax law limits the amount of compensation that may be used to
calculate your benefits. Those limits may be raised in accordance with Internal Revenue
Service (IRS) regulations.
When You Pay Taxes
Generally, when you receive your monthly retirement benefit payments, you are subject
to federal income tax and, in some states, state and local income tax.

General Plan Information

Assignment of Benefits
Your benefits belong to you and, except in the case of a qualified domestic relations
order (QDRO), Internal Revenue Service (IRS) levy, or garnishment orders under the
Federal Debt Collection Procedures Act or the Mandatory Victims Restitution Act, may
not be sold, assigned, transferred, pledged, or garnished. See “Payment of Benefits to
Alternate Payees” for details about QDROs.
Facility of Payment
If you (or your beneficiary) are unable to manage your own affairs, any payments due
may be paid to someone who is legally authorized to conduct your affairs, or deposited
in your bank account or directly or indirectly paid for your comfort, support, and
maintenance.
Payment of Benefits to Alternate Payees
The Employee Retirement Income Security Act (ERISA) requires the plan administrator
to obey qualified domestic relations orders (QDROs). A QDRO is a legal judgment,
decree, or order that recognizes the rights of someone other than the Plan participant

                                Cash Balance Pension Plan
                                       April 2011
                                          - 24 -
(namely, an alternate payee) under the Cash Balance Pension Plan with respect to child
or other dependent support, alimony, or marital property rights.
If you become legally separated or divorced, a portion of your benefits under the Cash
Balance Pension Plan may be assigned to someone else to satisfy a legal obligation you
may have to a spouse, former spouse, child, or other dependent. These payments may
begin while you are still employed, but only after meeting the specific retirement eligibility
requirements.
There are specific requirements that a QDRO must meet to be accepted by the plan
administrator. In addition, there are specific procedures regarding the amount and timing
of payments.
The Huntington Ingalls Industries, Inc. Domestic Relations Group administers QDROs. If
you are subject to such an order, call the Domestic Relations Group at 1-877-324-4255
to request a copy of the Plan’s QDRO procedures and a model QDRO for your use.
Issues pertaining to the qualified status of a domestic relations order may be pursued in
federal court.
Top Heavy Rules
Certain tax rules  called “top heavy” rules  apply if a large percentage of the Plan’s
benefits accrue in favor of key employees, as key employees are defined by the Internal
Revenue Code. The administrator will notify you if your benefits are affected by top
heavy rules.
Loss or Delay of Benefits
Certain circumstances result in a loss or delay of benefits, such as, among others, those
described below:
 If you terminate employment with the Company before earning five years of vesting
  service, you receive no benefits from the Plan.
 If you are rehired after your pension benefit payments begin, your payments under
  the Cash Balance Pension Plan may be suspended, in certain cases, until your
  period of reemployment ends. You will be immediately vested in any new benefit you
  earn. See the “If You Are Rehired” section for more information
 If you move and do not notify the Huntington Ingalls Benefits Center (HIBC) of your
  new address, you will not receive benefits until you contact the plan administrator. If
  you fail to notify the plan administrator of your new address and you cannot be
  located, in some cases you may forfeit your benefit. However, your benefit will be
  reinstated if you provide your new address to the plan administrator.
 Failure to notify the Huntington Ingalls Benefits Center (HIBC) in a timely manner
  before your retirement date (as described in the “Applying for Your Benefits” section)
  may result in a delay in payment or even a forfeiture of benefits.
 If the Plan is terminated before you retire, you are unable to earn benefits after the
  date of plan termination. If there are not enough funds to pay all benefits at
  termination, the Pension Benefit Guaranty Corporation (PBGC) guarantees all or a
  portion of the benefit you earned before the Plan terminated.
 If you die before commencing benefit payments under the Plan, any benefits you had
  earned will be forfeited unless it is payable to a qualifying spouse.


                                  Cash Balance Pension Plan
                                         April 2011
                                            - 25 -
Assistance With Your Questions
If you have any questions about the Plan, you should call the Huntington Ingalls Benefits
Center (HIBC) at 1-877-216-3222 between the hours of 9:00 a.m. and 6:00 p.m. Eastern
time. If you have any questions about your rights under ERISA or about this statement
outlining your rights, or if you need assistance in obtaining documentation from the Plan
Administrator, you should contact the nearest regional office of the Employee Benefits
Security Administration, U.S. Department of Labor, listed in your telephone directory.
You also may contact the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue,
N.W., Washington, DC 20210. You may also obtain certain publications about your
rights and responsibilities under ERISA by calling the publications hotline of the
Employee Benefits Security Administration at 1-866-444-3272.
Claims and Appeals Processes
Claiming Benefits
If you are not satisfied with any part of your benefit calculation or any associated
features of your benefit, you may file a written notice with the plan administrator, making
a claim for benefits under the rules of the Plan. Your written notice should be sent to:
   Plan Administrator, Huntington Ingalls Industries, Inc. Benefit Plans
   Huntington Ingalls Industries, Inc.
   4101 Washington Avenue
   Newport News, VA 23607


You will receive notice of the plan administrator’s decision on your claim for benefits
generally within 60 days after the plan administrator receives your claim. In special
cases, the plan administrator may require an additional 90 days to consider your claim.
You will be notified if extra time is required.
If your claim for a benefit is denied, in whole or in part, you (or your beneficiary) must
receive a written explanation of the reason for the denial from the plan administrator.




                                  Cash Balance Pension Plan
                                         April 2011
                                            - 26 -
This written notice will include:
 Specific reasons for the denial
 References to plan provisions on which the denial is based
 A description of additional materials or information that are necessary
 Procedures for appealing the decision.
You or your authorized representative may review all documents related to any denial of
benefits.
Appealing Claims Decisions
If you disagree with the plan administrator’s decision regarding your benefits claim, you
have 65 days from the receipt of the original denial to request a review (or from the
expiration of the review period if the plan administrator failed to make a decision or notify
you of an extension). This request should be made in writing and sent to the plan
administrator at the following address:
    Plan Administrator, Huntington Ingalls Industries, Inc. Benefit Plans
    Huntington Ingalls Industries, Inc.
    4101 Washington Avenue
    Newport News, VA 23607


Your request should state all the grounds on which your request for a review is based.
You should state any facts, address any issues, and make any comments that support
your request. Besides having the right to appeal, you or your authorized representative
also have the right to examine and have copies of certain plan documents and
information relevant to your claim, at locations and times convenient to the plan
administrator.
The claim appeal will be reviewed by the plan administrator and ordinarily you will be
notified of a decision within 60 days. If you do not receive a decision within this time
period, your claim appeal is considered to have been denied. In special cases, the plan
administrator may require an additional 60 days to consider your appeal. You will be
notified if extra time is required.
The final decision will be sent to you in writing, together with an explanation of how the
decision was made. The decision of the plan administrator is final and conclusive.
If your claim appeal is denied, you may bring legal action in court provided you abide by
certain time limitations. Specifically, you may not bring legal action against a party under
the Plan after the latest of:
 One year from the time the claim arises
 90 days from the final disposition of the claim by the Administrative Committee.
In addition, the action must be filed before the time limit described above and any
otherwise applicable statute of limitations expires, whichever comes first. For details on
when a claim arises, see the plan document.
Pension Benefit Guaranty Corporation (PBGC)
If the Plan is terminated, benefits under this plan are insured by the Pension Benefit
Guaranty Corporation (PBGC), a federal government agency. Generally the PBGC
                                    Cash Balance Pension Plan
                                           April 2011
                                              - 27 -
guarantees most vested normal age retirement benefits, early retirement benefits, and
certain survivors’ pensions. However, the PBGC does not guarantee all types of benefits
under covered plans, and the amount of benefit protection is subject to certain
limitations.
The PBGC guarantees vested benefits at the level in effect on the date of plan
termination. However, if a plan was in effect for less than five years before it terminates,
or if benefits were increased within the five years before plan termination, not all of the
Plan’s vested benefits or the benefit increase may be guaranteed. In addition, there is a
ceiling on the amount of monthly benefit that the PBGC guarantees, which is adjusted
annually.
You can receive more information on PBGC insurance protection and its limits from the
plan administrator. You can also contact the PBGC directly at:
               Office of Communication
               Pension Benefit Guaranty Corporation
               1200 K Street, N.W.
               Washington, DC 20005-4026
               202-326-4000
Funding and Plan Assets
The cost of the Plan is paid by the plan sponsor. All plan sponsor contributions are
actuarially determined.
All assets of the each legal pension plan are held in a master trust. Plan assets are held for
the exclusive benefit of the Plan participants. The assets of the master trust can become the
property of the Company only after all Plan obligations have been satisfied. Contributions to
a plan may be returned to the Company if the Internal Revenue Service (IRS) fails to issue a
favorable determination letter concerning the Plan, if the contributions were made in error, or
if the IRS determines that the contributions are not deductible.
About This Guide and the Plan Documents
In accordance with the disclosure requirement of ERISA, this guide serves as a
summary plan description (SPD) of the Cash Balance Plan. As such, it is intended to
provide you with a brief explanation of your pension plan. It is not an official plan
document and neither the plan documents nor this guide constitutes an implied or
expressed contract of employment. The actual terms of the Plan are contained in the
plan documents, which are available from the Huntington Ingalls Benefits Center (HIBC)
for a fee.
The official plan text and trust agreement govern the operation of the Plan and payment
of all benefits. In the event of any ambiguity in or omission from this guide, or any conflict
between this guide and the official plan text and trust agreement, the official plan text
and trust agreement govern.
Future of the Plan
This Plan may be amended, suspended or terminated at any time by written resolution,
subject to the provisions of the Collective Bargaining Agreement.
When plan amendments are made that materially affect benefits, a summary of the
changes will be communicated to affected plan participants. If the Plan is terminated,
plan benefits will immediately become vested for affected participants.


                                  Cash Balance Pension Plan
                                         April 2011
                                            - 28 -
Your Rights

You have certain legal rights which are explained in the description of "ERISA" rights in
the Administrative Information section of this Employee Handbook.




                                 Cash Balance Pension Plan
                                        April 2011
                                           - 29 -
Terms You Should Know

Break in service  A calendar year during which you complete less than 501 hours of
service  for example, due to a termination before you completed 501 hours.
Credited service  The service that you accumulate while working at the Company,
used as a factor in determining the amount of your pay-based credit. You accrue one
month of credited service for each month you are paid for one or more hours of work
with the Company.
Interest credit  Interest credited to your benefit each month. The interest rate for the
Cash Balance Pension Plan is updated monthly, using the 30-year Treasury bond rate in
effect four months before the interest credit is allocated.
HIBC  A dedicated resource designed to provide you with information about your Cash
Balance Pension Plan benefit. The HIBC also maintains participant records for the Cash
Balance Pension Plan. The toll-free telephone number for the HIBC is 1-877-216-3222.
Pay-based credit  The amount as a percentage of your pension-eligible
compensation that the Company credits to your Cash Balance Pension Plan benefit
each month.
Pension-eligible compensation  Pensionable earnings used to determine pay-based
credits.
Points  The sum of your age on the first day of the month and credited service on the
last day of the prior month (rounded down to a whole number). Points determine the
amount of pay-based credit that the Company allocates to your Cash Balance Pension
Plan benefit.
Social Security Wage Base (SSWB)  The maximum amount of pay subject to Social
Security (OASDI portion of FICA) tax each year. Both you and the Company pay the
OASDI portion of FICA taxes on your pay up to the Social Security Wage Base (SSWB),
which is updated each year by the Internal Revenue Service (IRS). The Cash Balance
Pension Plan provides an additional pay-based credit, if you have pension-eligible
compensation above the SSWB.
Vested benefits  Accrued benefits that you own.
Year of vesting service  A year of service with the Company that accumulates to
meet the Plan’s vesting requirement.




                                 Cash Balance Pension Plan
                                        April 2011
                                           - 30 -
Commonly Used Acronyms

Following are commonly used acronyms that you will find throughout this SPD.
ERISA     Employee Retirement Income Security Act of 1974, as amended
IRS       Internal Revenue Service
FMLA      Family and Medical Leave Act
HIBC      Huntington Ingalls Benefits Center
PBGC      Pension Benefit Guaranty Corporation
QDRO      Qualified Domestic Relations Order
SMM       Summary of Material Modifications
SPD       Summary Plan Description (including any applicable SMMs)
SSWB      Social Security Wage Base




                               Cash Balance Pension Plan
                                      April 2011
                                         - 31 -
        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




                        Vision Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                        Table of Contents


Plan Description .......................................................................................................................1
Eligibility ..................................................................................................................................1
Cost for Coverage .....................................................................................................................1
Participating Providers .............................................................................................................1
Claims Administrator ...............................................................................................................2
Member .....................................................................................................................................2
Co-payment ...............................................................................................................................2
What Is Covered .......................................................................................................................2
What Is Not Covered ................................................................................................................3
How to Use the Vision Plan .....................................................................................................4
Overview of the Vision Plan ....................................................................................................5
Fiduciary Responsibility ..........................................................................................................6
Denied Claims ..........................................................................................................................6
Appealing Denied Claims ........................................................................................................7
Additional Information about the Appeals Process ................................................................8
Your Rights ...............................................................................................................................8
This summary plan description ("SPD") describes the Huntington Ingalls Industries, Inc.
Newport News Operations Vision Plan for Employees Covered by The International
Association of Fire Fighters, Local Union I-45, Collective Bargaining Agreement (the
"Plan"), as amended and restated pursuant to the Collective Bargaining Agreement (the
"CBA") effective February 15, 2010, through June 8, 2014. This plan was established
consistent with the provisions of the previous and current collective bargaining
agreements. This SPD forms part of the Plan Document for ERISA purposes. The Plan
was maintained as a component plan under the Northrop Grumman Corporation Group
Benefits Plan prior to the spin-off of Huntington Ingalls Industries, Inc. (the “Company”)
from Northrop Grumman Corporation (the “Company Spin-off”). In connection with the
Company Spin-off, the Plan was spun-off to and assumed by the Company and became a
component plan under the Huntington Ingalls Industries, Inc. Group Benefits Plan
effective as of the date of the Company Spin-off. You and any eligible dependents who
were covered under the Plan immediately before the Company Spin-off, remain enrolled
in the Plan with the same coverage and required contribution after the Company Spin-off,
subject to normal Plan eligibility rules.

Plan Description
Employees and their eligible dependents can enroll in the vision plan, which is
administered by Vision Service Plan (VSP), effective on the first day following the
completion of three months of continuous active employment, provided the employee is
actively at work on that day. The vision plan helps you pay for vision exams and
corrective eyewear. Huntington Ingalls Industries, Inc. reserves the right to change or
cancel this plan at any time (subject to contractual agreements) and to determine who is
eligible to participate.


Eligibility
All active, full-time employees covered by the collective bargaining agreement between
Huntington Ingalls Industries, Inc. Newport News Operations and The International
Association of Fire Fighters, Local I-45 (bargaining unit) are eligible to participate.


Cost for Coverage
If you enroll in the vision plan, you generally contribute to the cost of coverage with
before-tax dollars. The amount of your contribution depends on your coverage category.
Contributions are deducted from your paychecks throughout the year.


Participating Providers
You may choose to see a provider in the Vision Service Plan (VSP) network or a provider
outside the network. However, when you use a network provider, you will receive a
higher level of coverage, which means you pay less for your care. Select and contact a
VSP provider by calling VSP at 1-800-877-7195 or by going to the VSP Web site, which
is accessible from the Provider List at HII Benefits Connect (http://hiibenefits..com).
                                        Vision Plan
                                        April 2011
                                            -1-
Claims Administrator
Vision Service Plan (VSP) is the current administrator of the vision plan. The Huntington
Ingalls Benefits Center provides VSP with the names of employees and their eligible
dependents who are covered under this program. Call VSP at 1-800-877-7195 or go to
the VSP Web site, accessible from the Provider List at HII Benefits Connect
(http://hiibenefits.com), if you have questions about the vision plan.


Member
Any person eligible to receive benefits from this program, including eligible employees
and their eligible dependents.


Co-payment
The amount that a Member is required to pay for a Covered service or supply. When you
visit a VSP provider, you pay the applicable Co-payment and any additional costs not
covered by the plan directly to the provider. When you visit a non-VSP provider, you pay
the full cost of your services to the provider at the time of service and keep a copy of the
itemized receipt to submit for reimbursement from the plan.


What Is Covered
The following items are covered under this plan:

   Comprehensive eye exam once every benefit plan year, which may include the
    following related services:
     Case history review
     Visual system evaluation using ophthalmoscopy (retina, optic nerve head, and
        blood vessels)
     External and internal exams, including direct and/or indirect ophthalmoscopy
        − Extraocular muscle assessment
        − Analysis of pupillary reflexes
        − Cornea, lens, iris, conjunctive, lids, and lashes observation
        − Visual fields screening test
        − Tonometry test
     Refractive evaluation
     Binocular function
     Diagnosis and treatment plan.




                                         Vision Plan
                                         April 2011
                                             -2-
   Eyeglass lenses1 (single vision, lined bifocal, or lined trifocal), once every benefit
    plan year, and related necessary professional services, such as:
     Prescribing and ordering proper lenses
     Assisting in the selection of frames
     Verifying the accuracy of finished lenses
     Proper fitting and adjustment of frames
     Subsequent adjustments to frame to maintain comfort and efficiency
     Progress or follow-up work, as necessary.

In addition:
     Blended lenses are covered at 100% in-network. The plan pays up to $60 for
        blended lenses obtained out-of-network
     Progressive lenses are covered at 100% in-network. The plan pays up to $80 for
        progressive lenses obtained out-of-network.
                   1, 2
 Eyeglass frame , once every other benefit plan year
                  1
 Contact lenses of any kind, excluding cosmetic lenses, once every benefit plan year.

1   You may choose coverage for either eyeglasses or contact lenses, but not both, during any benefit plan year. If you
    choose contacts, you will be eligible for eyeglass lenses and frames the next benefit plan year.
2   You can purchase frames every other benefit plan year, even if you purchased contact lenses in lieu of frames in
    any given year.



What Is Not Covered
The following items are not covered under this plan:

   Coating of the lens or lenses
   Oversize lenses
   Corrective vision treatment of an experimental nature
   Cosmetic lenses
   Cosmetic processes that are optional
   Eye exams as a condition of employment
   The cost of frames that exceeds the plan allowance
   Medical or surgical treatment
   Non-prescription (plano) lenses (less than +.38 dioptic power)
   Non-prescription contact lenses
   Orthoptics or vision training and any associated supplemental training
   Photochromatic lenses; tinted lenses except Pink #1 and Pink #2
   Replacement/repair of lost or broken lenses or frames
   Services or materials covered under workers’ compensation
   Two pairs of glasses instead of bifocals
   The additional cost of adding UV (ultraviolet) protection to lenses
   Certain limitations on low vision care.




                                                     Vision Plan
                                                     April 2011
                                                         -3-
How to Use the Vision Plan
If you want to access services from a VSP provider, follow these steps:

1. Select and contact a VSP provider by calling VSP at 1-800-877-7195 or by going to
   the VSP Web site, which is accessible from the Provider List at HII Benefits
   Connect(http://hiibenefits. .com).
2. When you go to the provider’s office, identify yourself as a VSP member. Your
   provider will verify your eligibility directly with VSP. (You will not receive a VSP
   ID card.)
3. Pay the applicable Co-payment (see the overview table on page 5) and any additional
   costs not covered by the plan directly to the provider.

If you want to access services from a vision care provider who does not participate in the
VSP network, follow these steps:

1. Pay the full cost of your services to the provider at the time of service and keep a
   copy of the itemized receipt.
2. For reimbursement of your eligible expenses, complete and file a VSP claim form
   with VSP within six months of receiving the services. You can do this electronically
   at the VSP Web site, which is accessible from the Provider List at HII Benefits
   Connect at http://hiibenefits..com (at the VSP site, go to “My Forms” and select “Out-
   of-Network Reimbursement Form”).

If you do not have Internet access, send the following to VSP:

 An itemized receipt listing the services received
 The name, address and phone number of the out-of-network provider
 The covered member’s ID number, name, address, phone number, and employer
  (Huntington Ingalls Industries, Inc.)
 The patient’s name, date of birth, address, and phone number
 The patient’s relationship to the covered member, such as “self,” “spouse,” “child.”

Keep a copy of the claim information and send the originals to: VSP, P.O. Box 997105,
Sacramento, CA 95899-7105.




                                        Vision Plan
                                        April 2011
                                            -4-
Overview of the Vision Plan
Here is how the plan provides coverage:

    Service                            In-Network                              Out-of-Network1
    Exam                               After you pay a $10 co-payment,         You pay the full cost, and the plan
    (1 every benefit plan year)        then the plan pays 100%                 will reimburse up to $40
    Prescription eyeglass lenses2      After you pay a $10 co-payment3,        You pay the full cost, and the plan
    (1 pair every benefit plan year)   the plan pays 100% for single           will reimburse:
                                       vision, lined bifocals and lined         Up to $40 for single vision
                                       trifocals                                Up to $60 for lined bifocals
                                       (VSP member preferred prices             Up to $80 for lined trifocals
                                       available on lens options)
    Eyeglass frame2                    After you pay a $10 co-payment3,        You pay the full cost, and the plan
    (1 every other benefit plan        the plan pays up to $120 (you           will reimburse up to $45
    year)                              receive 20% discount on remaining
                                       cost, if any)
    Prescription contact lenses2       The plan pays up to $105 if elected     You pay the full cost, and the plan
    (every benefit plan year)          instead of glasses4                     will reimburse up to $105 if elected
                                                                               instead of glasses
    Low vision care5
     Supplementary testing               The plan pays 100%                     You pay the full cost, and the
                                                                                   plan will reimburse up to $125
                                                                                  You pay 25% of the approved
        Supplemental care aids            You pay 25% of the approved            cost, and the plan pays 75%
                                            cost, and the plan pays 75%
    Additional complete sets of        You receive a 20% discount (from        Not applicable
    prescription eyeglasses            the same VSP provider within 12
                                       months of your last exam)
    Laser VisionCare Program           You receive an average 10% - 20%        Not applicable
    (PRK and LASIK)                    discount on contracted laser center’s
                                       fees or 5% on promotional prices,
                                       whichever gives you the lesser cost

1
        Out-of-network benefits do no guarantee full payment. Services obtained through out-of-network
        providers are subject to the same timeframes and co-payments as services obtained through VSP
        providers.
2
        You may choose coverage for either eyeglasses or contact lenses, but not both, during any benefit plan
        year. If you choose contacts, you will be eligible for eyeglass lenses and frames the next benefit plan
        year.
3
        You pay one $10 co-payment for lenses and/or frames.
4
        Your allowance applies to the cost of your contact lens exam and your contact lenses. You will receive
        15% savings off the cost of your contact lens exam from a VSP provider. Your contact lens exam is
        performed in addition to your routine eye exam to check for eye health risks associated with improper
        wearing or fitting of contacts. VSP providers also offer savings on certain brands of contact lenses.
5
        Low vision is visual impairment not correctable by standard eyewear. You must obtain
        preauthorization from VSP to obtain this coverage. The plan pays low vision benefits up to a maximum
        of $1,000 every two years (less any amount paid for supplemental testing).




                                                    Vision Plan
                                                    April 2011
                                                        -5-
Fiduciary Responsibility
The Plan Administrator has the discretionary authority to interpret and apply plan terms
and to make factual determinations in connection with its review of claims under the
plan, including discretionary authority to perform a full and fair review, as required by
ERISA, of each claim which has been appealed. All claims determinations by the Plan
Administrator shall be final.


Denied Claims
If a claim for benefits is wholly or partially denied, the claims administrator will send you
a written explanation of why the claim was denied. In the case of an urgent claim, this
can include oral notification, as long as you are provided with a written notice within
three days.

This explanation will contain the following information:

 The specific reason for the denial
 Specific references to plan provisions on which the denial is based
 A description of additional material or information that you may need to revise the
  claim and an explanation of why such material or information is necessary
 A specific description of the plan’s review procedures and applicable time limits,
  including a statement of your rights to bring a lawsuit under the Employee Retirement
  Income Security Act (ERISA) of 1974.

Depending on the type of claim, the explanation will also contain the following
information:

 If the denial is based on an internal rule, guideline, or protocol, the denial will say so
  and state that you can obtain a copy of the guideline or protocol, free of charge upon
  request
 If the denial is based on an exclusion for medical necessity or experimental treatment,
  the denial must explain the scientific or clinical judgment for determination, applying
  the terms of the plan to the medical circumstances, or state that such an explanation
  will be provided upon request, free of charge
 If the denial involves urgent care, you will be provided an explanation of the
  expedited review procedures applicable to urgent claims.




                                         Vision Plan
                                         April 2011
                                             -6-
Appealing Denied Claims
If your claim for benefits is denied, you have the right to make an appeal.

Call the claims administrator and ask why your claim was denied. You may discover that
a simple error was made. If so, you may be able to correct the problem on the telephone.

If your claim is still denied, the employee or an authorized representative may submit a
request in writing for a review of the denial within 180 days of the written denial notice.
Be sure to explain why you think your claim should be paid and provide all relevant
details. The request for review should be addressed and sent to:

VSP
333 Quality Drive
Rancho Cordova, CA 95670

The request for review will be considered by VSP, who will provide a written response,
usually within 30 days, including specific reasons for the decision. If the claim is denied
on review, the written response will include:

 The specific reason for the denial
 Specific references to plan provisions on which the denial is based
 A statement that you may receive, upon request and free of charge, reasonable access
  to, and copies of all documents, records, and other information relevant to your claim
 A statement describing any additional appeal procedures, and a statement of your
  rights to bring suit under ERISA.

If the claim for benefits is again wholly or partially denied, the applicant, within 180 days
after the date of the notification, may submit a request in writing for a further and final
review to:

VSP
333 Quality Drive
Rancho Cordova, CA 95670

VSP will consider the claim as promptly as possible, based upon the claim itself and the
record of the previous review, and will issue its decision, in writing, within 30 days after
receipt of the request for review.

During the entire review process, an employee or beneficiary, or the authorized
representative of either, may review pertinent documents at the Employee Benefits
Office, during regular business hours.




                                          Vision Plan
                                          April 2011
                                              -7-
Additional Information about the Appeals Process
In filing an appeal, you have the opportunity to:

 Submit written comments, documents, records and other information relating to your
  claim for benefits
 Have reasonable access to and review, upon request and free of charge, copies of all
  documents, records and other information relevant to your claim, including the name
  of any medical or vocational expert whose advice was obtained in connection with
  your initial claim
 Have all relevant information considered on appeal, even if it wasn’t submitted or
  considered in your initial claim.

In the case of appeals of vision benefit claims:

 The decision on the appeal will be made by a person or persons at the claim
  administrator who is not the person who made the initial claim decision and who is
  not a subordinate of that person
 In making the decision on the appeal, the claims administrator will give no deference
  to the initial claim decision
 If the determination is based in whole or part on a medical judgment, the claims
  administrator will consult with a health care professional who has appropriate training
  and experience in the field of medicine involved in the medical judgment. The health
  care professional will not be the same individual who was consulted (if one was
  consulted) with regard to the initial claim decision and will not be a subordinate of
  that person.

At both the initial claim level, and on appeal, you may have an authorized representative
submit your claim for you. In this case, the administrator may require you to certify that
the representative has permission to act for you. The representative may be a health care
or other professional. However, even at the appeal level, neither you nor your
representative has a right to appear in person before the claims administrator or the
review panel.


Your Rights
You have certain legal rights which are explained in the description of "ERISA" rights in
the Administrative Information section of this Employee Handbook.




                                          Vision Plan
                                          April 2011
                                              -8-
      SUMMARY PLAN DESCRIPTION



          Huntington Ingalls Industries, Inc.
             Newport News Operations




                   Group Legal Plan




                  For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                            Table of Contents



PLAN DESCRIPTION ............................................................................................. 1
ELIGIBILITY ......................................................................................................... 2
HOW THE GROUP LEGAL PLAN WORKS............................................................. 2
WHAT SERVICES ARE COVERED......................................................................... 3
GROUP LEGAL PLAN OPTIONS............................................................................ 4
EXCLUSIONS ....................................................................................................... 16
WHEN COVERAGE ENDS .................................................................................... 16
AMENDMENT OR TERMINATION ...................................................................... 16
ADMINISTRATION AND FUNDING ..................................................................... 16
COST OF THE PLAN ............................................................................................ 17
PLAN CONFIDENTIALITY, ETHICS AND INDEPENDENT JUDGMENT .............. 17
OTHER SPECIAL RULES ..................................................................................... 17
DENIAL OF BENEFITS AND APPEAL PROCEDURES.......................................... 18
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc. Newport News
Operations Group Legal Plan for employees covered by The International Association of Fire
Fighters, Local Union I-45, Collective Bargaining Agreement Effective February 15, 2010
through June 8, 2014. This plan was established consistent with the provisions of the previous and
current collective bargaining agreements. This SPD forms part of the Plan Document for purposes of
the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan was
maintained as a component plan under the Northrop Grumman Corporation Group Benefits Plan prior
to the spin-off of Huntington Ingalls Industries, Inc. (the “Company”) from Northrop Grumman
Corporation (the “Company Spin-off”). In connection with the Company Spin-off, the Plan was spun-
off to and assumed by the Company and became a component plan under the Huntington Ingalls
Industries, Inc. Group Benefits Plan effective as of the date of the Company Spin-off. If you were
covered under the Plan immediately before the Company Spin-off, you remain enrolled in the Plan
under the same coverage option and required contribution after the Company Spin-off, subject to
normal Plan eligibility rules.



PLAN DESCRIPTION

The Group Legal Plan provides you and your eligible dependents access to legal assistance. You pay
for your Group Legal Plan coverage through automatic after-tax payroll deductions. Once you elect
this coverage, you can change your election only during the next annual enrollment period. (Your
coverage automatically will roll over in the next benefit plan year unless you change your election.)

The level of benefit you receive depends on the option you choose  Basic or Advantage. When you
face a situation that has legal implications, the Hyatt Legal Plans’ web site, www.legalplans.com,
provides instant access to information about your legal plan benefits and more. You can locate
attorneys, obtain a case number and contact an attorney by e-mail. You will need your Membership
Number on your Group Legal membership card to access the web site.

You may also call Hyatt Legal Plans’ Client Service Center at 800-821-6400, Monday through Friday
8 am to 7 pm, Eastern Time. A Client Service Representative will assist you in locating a Plan
Attorney near your home or workplace and will answer any questions you may have about the plan.

When you use an attorney outside the network, the plan will reimburse your legal fees up to a
maximum amount.

The level of benefit you receive depends on the option you choose  Basic or Advantage.

Here are some of the services fully covered by the plan:
 Administrative Hearing Representation
 Adoption and Legitimization
                                                   1
   Civil Litigation Defense
   Consumer Protection Matters
   Criminal Matters
   Debt Collection Defense
   Document Review and Preparation
   Restoration of Driving Privileges
   Traffic Ticket Defense (No DUI)
   Estate Matters
   Juvenile Court Defense
   Divorce, Dissolution and Annulment (Contested and Uncontested)
   Enforcement of Modification of Support Order
   Misdemeanor Defense
   Real Estate Matters
   Wills, Living Wills, and Powers of Attorney


ELIGIBILITY

You can choose to participate in the Group Legal Plan each year during annual enrollment. When you
select group legal coverage, you automatically cover yourself and your eligible dependents. Your
eligible dependents include:
   Your spouse
   Your unmarried children under age 19, or age 25 if a full-time student or performing missionary
    service.

Please keep in mind that once you select group legal coverage, you can change your election only
during the next annual enrollment period. Your coverage automatically will roll over in the next
benefit plan year, unless you change your election. There are no exceptions.



HOW THE GROUP LEGAL PLAN WORKS



WEB SITE

To use Group Legal Plan® visit the Hyatt Legal Plans’ web site at legalplans.com. Once there, click
on the “Members Log in” icon at the top of the page. You will be taken to a secure page that will
require you to enter your Social Security Number. After you enter your Social Security Number you
will jump to a page that is specific for member services. On this page you can choose the following
options:
                                                  2
   How Do I Use the Plan?
   Covered Services
   Attorney Locator
   Obtain Case Number
   Life Guide
   Self-Help Documents/Forms


CLIENT SERVICE CENTER

You may also use Group Legal Plan®, by calling Hyatt Legal Plans' Client Service Center at 1-800-
821-6400. Client Service Representatives are available Monday through Friday from 8 a.m. to 7 p.m.,
Eastern Time. Be prepared to give your Social Security Number. If you are a spouse or an eligible
dependent child of an eligible person, you will need the Social Security Number of the employee
through whom you are eligible. The Client Service Representative who answers your call will:
 Verify your eligibility for services;
 Make an initial determination of whether and to what extent your case is covered (the Plan Attorney
  will make the final determination of coverage);
 Give you a Case Number which is similar to a claim number (you will need a new Case Number for
  each new case you have);
 Give you the telephone number of the Plan Attorney most convenient to you; and
 Answer any questions you have about the Legal Plan.

You then call the Plan Attorney to schedule an appointment at a time convenient to you. Evening and
Saturday appointments are available.

If you choose, you may select your own attorney. Also, where there are no Participating Law Firms,
you will be asked to select your own attorney. In both of these circumstances, Hyatt Legal Plans will
reimburse you for these non-Plan attorneys' fees in accordance with a set fee schedule.

For services to be covered, you or your eligible dependents must have obtained a Case Number,
retained an attorney and the attorney must begin work on the covered legal matter while you are an
eligible member of the legal plan.



WHAT SERVICES ARE COVERED

Group Legal Plan® entitles you and your eligible dependents to receive certain personal legal services.
The available benefits are very comprehensive, but there are limitations and other conditions, which
must be met. Please take time for yourself and your family to read the description of benefits carefully.


                                                    3
All benefits are available to you and your spouse and dependents, unless otherwise noted.

The Group Legal Plan gives you access to a national network of attorneys who can provide a wide
range of legal services for you and your eligible dependents. When you face a situation that has legal
implications, the web site, www.legalplans.com, provides instant access to information about your
legal plan benefits and more.



GROUP LEGAL PLAN OPTIONS

There are two Group Legal Plan options to choose from ― the Basic Plan and the Advantage Plan.



BASIC PLAN – DEFINITION OF COVERED SERVICES

ADVICE AND CONSULTATION

Office Consultation

This service provides the opportunity to discuss with an attorney any personal legal problems that are
not specifically excluded. The Plan Attorney will explain the Participant's rights, point out his or her
options and recommend a course of action. The Plan Attorney will identify any further coverage
available under the Plan, and will undertake representation if the Participant so requests. If
representation is covered by the Plan, the Participant will not be charged for the Plan Attorney's
services. If representation is recommended, but is not covered by the plan, the Plan Attorney will
provide a written fee statement in advance. The Participant may choose whether to retain the Plan
Attorney at his or her own expense, seek outside counsel, or do nothing. There are no restrictions on
the number of times per year a Participant may use this service; however, for a non-covered matter,
this service is not intended to provide the Participant with continuing access to a Plan Attorney in order
to seek advice that would allow the Participant to undertake his or her own representation.

Telephone Advice

This service provides the opportunity to discuss with an attorney any personal legal problems that are
not specifically excluded. The Plan Attorney will explain the Participant's rights, point out his or her
options and recommend a course of action. The Plan Attorney will identify any further coverage
available under the Plan, and will undertake representation if the Participant so requests. If
representation is covered by the Plan, the Participant will not be charged for the Plan Attorney's
services. If representation is recommended, but is not covered by the plan, the Plan Attorney will
provide a written fee statement in advance. The Participant may choose whether to retain the Plan
Attorney at his or her own expense, seek outside counsel, or do nothing. There are no restrictions on

                                                    4
the number of times per year a Participant may use this service; however, for a non-covered matter,
this service is not intended to provide the Participant with continuing access to a Plan Attorney in order
to seek advice that would allow the Participant to undertake his or her own representation

DOCUMENT PREPARATION

Demand Letters

This service covers the preparation of letters that demand money, property or some other property
interest of the Participant, except an interest that is an excluded service. It also covers mailing them to
the addressee and forwarding and explaining any response to the Participant. Negotiations and
representation in litigation are not included.

Document Review

This service covers the review of any personal legal document of the Participant, such as letters, leases
or purchase agreements.


ELDER LAW MATTERS

This service covers counseling the Participant over the phone or in the office on any personal issues
relating to the Participant’s parents as they affect the Participant. The service includes reviewing
documents of the parents to advise the Participant on the effect on the Participant. The documents
include Medicare or Medicaid materials, prescription plans, leases, nursing homes agreements, powers
of attorney, living wills and wills. The service also includes preparing deeds involving the parents
when the Participant is either the grantor or grantee; and preparing promissory notes involving the
parents when the Participant is the payor or payee.



PERSONAL INJURY

Personal Injury (25% Network Maximum)
Subject to applicable law and court rules, Plan Attorneys will handle personal injury matters (where
the Participant is the plaintiff) at a maximum fee of 25% of the gross award. It is the Participant's
responsibility to pay this fee and all costs.




                                                     5
WILL AND ESTATE MATTERS

Probate (10% Network Discount)

Subject to applicable law and court rules, Plan Attorneys will handle probate matters at a fee 10% less
than the Plan Attorney's normal fee. It is the Participant's responsibility to pay this reduced fee and all
costs.

Wills and Codicils

This service covers the preparation of a simple or complex will for the Participant. The creation of any
testamentary trust is covered. The benefit includes the preparation of codicils and will amendments. It
does not include tax planning.


ADVANTAGE PLAN - DEFINITION OF COVERED SERVICES

ADVICE AND CONSULTATION

Office Consultation

This service provides the opportunity to discuss with an attorney any personal legal problems that are
not specifically excluded. The Plan Attorney will explain the Participant's rights, point out his or her
options and recommend a course of action. The Plan Attorney will identify any further coverage
available under the Plan, and will undertake representation if the Participant so requests. If
representation is covered by the Plan, the Participant will not be charged for the Plan Attorney's
services. If representation is recommended, but is not covered by the plan, the Plan Attorney will
provide a written fee statement in advance. The Participant may choose whether to retain the Plan
Attorney at his or her own expense, seek outside counsel, or do nothing. There are no restrictions on
the number of times per year a Participant may use this service; however, for a non-covered matter,
this service is not intended to provide the Participant with continuing access to a Plan Attorney in order
to seek advice that would allow the Participant to undertake his or her own representation.

Telephone Advice

This service provides the opportunity to discuss with an attorney any personal legal problems that are
not specifically excluded. The Plan Attorney will explain the Participant's rights, point out his or her
options and recommend a course of action. The Plan Attorney will identify any further coverage
available under the Plan, and will undertake representation if the Participant so requests. If
representation is covered by the Plan, the Participant will not be charged for the Plan Attorney's
services. If representation is recommended, but is not covered by the plan, the Plan Attorney will
provide a written fee statement in advance. The Participant may choose whether to retain the Plan
Attorney at his or her own expense, seek outside counsel, or do nothing. There are no restrictions on
                                                     6
the number of times per year a Participant may use this service; however, for a non-covered matter,
this service is not intended to provide the Participant with continuing access to a Plan Attorney in order
to seek advice that would allow the Participant to undertake his or her own representation



CONSUMER PROTECTION

Consumer Protection Matters

This service covers the Participant as a plaintiff, for representation, including trial, in disputes over
consumer goods and services where the amount being contested exceeds the small claims court limit in
that jurisdiction and is documented in writing. This service does not include disputes over real estate,
construction, insurance or collection activities after a judgment.



Personal Property Protection

This service covers counseling the Participant over the phone or in the office on any personal property
issue such as consumer credit reports, contracts for the purchase of personal property, consumer credit
agreements or installment sales agreements. Counseling on pursuing or defending small claims actions
is also included. The service also includes reviewing any personal legal documents and preparing
promissory notes, affidavits and demand letters

Small Claims Assistance

This service covers counseling the Participant on prosecuting a small claims action; helping the
Participant prepare documents; advising the Participant on evidence, documentation and witnesses; and
preparing the Participant for trial. The service does not include the Plan Attorney's attendance or
representation at the small claims trial, collection activities after a judgment or any services relating to
post-judgment actions.


DEBT MATTERS

Debt Collection Defense

This service provides Participants with an attorney's services for negotiation with creditors for a
repayment schedule and to limit creditor harassment, and representation in defense of any action for
personal debt collection, tax agency debt collection, foreclosure, repossession or garnishment, up to
and including trial if necessary. It does not include vacating a judgment; counter, cross or third party
claims; bankruptcy; any action arising out of family law matters, including support and post-decree
                                                     7
issues; or any matter where the creditor is affiliated with the Sponsor or Employer.


Identity theft Defense

This service provides the Participant with consultations with an attorney regarding potential creditor
actions resulting from identity theft and attorney services as needed to contact creditors, credit bureaus
and financial institutions. It also provides defense services for specific creditor actions over disputed
accounts. The defense services include limiting creditor harassment and representation in defense of
any action that arises out of the identity theft such as foreclosure, repossession or garnishment, up to
and including trial if necessary. The service also provides the Participant with online help and
information about identity theft and prevention. It does not include counter, cross or third party
claims; bankruptcy; any action arising out of family law matters, including support and post-decree
issues; or any matter where the creditor is affiliated with the Sponsor or Employer.

Tax Audits

This service covers reviewing tax returns and answering questions the IRS or a state or local taxing
authority has concerning the Participant's tax return; negotiating with the agency; advising the
Participant on necessary documentation; and attending an IRS or a state or local taxing authority audit.
The service does not include prosecuting a claim for the return of overpaid taxes or the preparation of
any tax returns.



DEFENSE OF CIVIL LAWSUITS

Administrative Hearing Representation

This service covers Participants in defense of civil proceedings before a municipal, county, state or
federal administrative board, agency or commission. It includes the hearing before an administrative
board or agency over an adverse governmental action. It does not apply where services are available
or are being provided by virtue of an insurance policy. It does not include family law matters, post
judgment matters or litigation of a job-related incident.

Civil Litigation Defense

This service covers the Participant in defense of an arbitration proceeding or civil proceeding before a
municipal, county, state or federal administrative board, agency or commission, or in a trial court of
general jurisdiction. It does not apply where services are available or are being provided by virtue of an
insurance policy. It does not include family law matters, post judgment matters, matters with criminal
penalties or litigation of a job-related incident. Services do not include bringing counterclaims, third
party or cross claims.
                                                    8
Incompetency Defense

This service covers the Participant in the defense of any incompetency action, including court hearings
when there is a proceeding to find the Participant incompetent.



DOCUMENT PREPARATION

Affidavits

This service covers preparation of any affidavit in which the Participant is the person making the
statement.

Deeds

This service covers the preparation of any deed for which the Participant is either the grantor or
grantee.

Demand Letters

This service covers the preparation of letters that demand money, property or some other property
interest of the Participant, except an interest that is an excluded service. It also covers mailing them to
the addressee and forwarding and explaining any response to the Participant. Negotiations and
representation in litigation are not included.

Document Review

This service covers the review of any personal legal document of the Participant, such as letters, leases
or purchase agreements.



Elder Law Matters

This service covers counseling the Participant over the phone or in the office on any personal issues
relating to the Participant’s parents as they affect the Participant. The service includes reviewing
documents of the parents to advise the Participant on the effect on the Participant. The documents
include Medicare or Medicaid materials, prescription plans, leases, nursing homes agreements, powers
of attorney, living wills and wills. The service also includes preparing deeds involving the parents
when the Participant is either the grantor or grantee; and preparing promissory notes involving the
parents when the Participant is the payor or payee.

                                                     9
Mortgages

This service covers the preparation of any mortgage or deed of trust for which the participant is the
mortgagor. This service does not include documents pertaining to business, commercial or rental
property




Notes
This service covers the preparation of any promissory note for which the Participant is the payor or
payee.


FAMILY LAW

Adoption and Legitimization (Contested and Uncontested)

This service covers all legal services and court work in a state or federal court for an adoption for the
Plan Member and spouse. Legitimization of a child for the Plan Member and spouse, including
reformation of a birth certificate, is also covered.

Divorce, Dissolution and Annulment (Contested and Uncontested)

This service is available to the Plan Member only, not to a spouse or dependents, for the first fifteen
hours of service. This service includes preparing and filing all necessary pleadings, motions and
affidavits, drafting settlement or separation agreements, and representation at the hearing or trial,
whether the Plan Member is a plaintiff or a defendant. This service does not include disputes that arise
after a decree is issued. It is the Plan Member’s responsibility to pay fees beyond the first fifteen hours.

Enforcement of Modification of Support Order

This service is available to the Plan Member and spouse, and covers representation after a judgment
has been entered to enforce or modify a court's award of support or alimony, whether the Plan Member
or spouse is a plaintiff or a defendant. This service does not cover transfer of a divorce decree from one
state to another, the division of property, or collection activities after a judgment.

Name Change

This service covers the Participant for all necessary pleadings and court hearings for a legal name
change.
                                                    10
Prenuptial Agreement

This service covers the preparation of an agreement by a Plan Member and his or her fiancé/partner
prior to their marriage or legal union (where allowed by law), outlining how property is to be divided
in the event of separation, divorce or death of a spouse. Representation is provided only to the Plan
Member. The fiancé/partner must have separate counsel or must waive representation.

Protection from Domestic Violence

This service covers the Plan Member only, not the spouse or dependents, as the victim of domestic
violence. It provides the Plan Member with representation to obtain a protective order, including all
required paperwork and attendance at all court appearances. The service does not include
representation in suits for damages, defense of any action, or representation for the offender.

Uncontested Change or Establishment of Custody Order

This service is available to the Plan Member and spouse, and covers preparation of petitions, consent
forms and waivers, and representation at any court hearings provided all parties are in agreement to
establish or modify a child custody order.


Uncontested Guardianship or Conservatorship

This service covers establishing an uncontested guardianship or conservatorship over a person and his
or her estate when the Plan Member or spouse is appointed guardian or conservator. It includes
obtaining a permanent and/or temporary guardianship or conservatorship, gathering any necessary
medical evidence, preparing the paperwork, attending the hearing and preparing the initial accounting.
If the proceeding becomes contested, the Plan Member or spouse must pay all additional legal fees.
This service does not include representation of the person over whom guardianship or conservatorship
is sought, or any annual accountings after the initial accounting.

Immigration

Immigration Services

This service covers advice and consultation, preparation of affidavits and powers of attorney, review of
any immigration documents and helping the Participant prepare for hearings.




                                                  11
INSURANCE MATTERS

Insurance Claims
This service provides the Participant with assistance in making insurance claims with the Participant's
own carrier, provided the carrier is not affiliated with the Plan Member’s Sponsor or Employer.
Litigation of coverage issues is included. Litigation of damages is not included.




PERSONAL INJURY

Personal Injury (25% Network Maximum)
Subject to applicable law and court rules, Plan Attorneys will handle personal injury matters (where
the Participant is the plaintiff) at a maximum fee of 25% of the gross award. It is the Participant's
responsibility to pay this fee and all costs.



REAL ESTATE MATTERS



Boundary or Title Disputes (Primary Residence)

This service covers negotiations and litigation arising from boundary or title disputes involving a
Participant's primary residence, where coverage is not available under the Participant's homeowner or
title insurance policies.

Eviction and Tenant Problems (Primary Residence – Tenant Only)

This service covers the Participant as a tenant for matters involving leases, security deposits or disputes
with a residential landlord. The service includes eviction defense, up to and including trial. It does not
include representation in disputes with other tenants or as a plaintiff in a lawsuit against the landlord,
including an action for return of a security deposit.

Home Equity Loans (Primary Residence)

This service covers the review or preparation of a home equity loan on the Participant’s primary
residence

Property Tax Assessment (Primary Residence)

                                                    12
This service covers the Participant for review and advice on a property tax assessment on the
Participant's primary residence. It also includes filing the paperwork; gathering the evidence;
negotiating a settlement; and attending the hearing necessary to seek a reduction of the assessment.

Refinancing of Home (Primary Residence)

This service covers the review or preparation, by an attorney representing the Participant, of all
relevant documents (including the mortgage and deed, and documents pertaining to title, insurance,
recordation and taxation), which are involved in the refinancing of or in obtaining a home equity loan
on a Participant's primary residence. This benefit includes obtaining a permanent mortgage on a newly
constructed home. It does not include services provided by any attorney representing a lending
institution or title company. The benefit does not include the refinancing of a second home, vacation
property, rental property or property held for business or investment.

Sale or Purchase of Home (Primary Residence)

This service covers the review or preparation, by an attorney representing the Participant, of all
relevant documents (including the construction documents for a new home, the purchase agreement,
mortgage and deed, and documents pertaining to title, insurance, recordation and taxation), which are
involved in the purchase or sale of a Participant's primary residence or of a vacant property to be used
for building a primary residence. The benefit also includes attendance of an attorney at closing. It does
not include services provided by any attorney representing a lending institution or title company. The
benefit does not include the sale or purchase of a second home, vacation property, rental property,
property held for business or investment or leases with an option to buy.

Zoning Applications

This service provides the Participant with the services of a lawyer to help get a zoning change or
variance for the Participant's primary residence. Services include reviewing the law, reviewing the
surveys, advising the Participant, preparing applications, and preparing for and attending the hearing to
change zoning.




TRAFFIC AND CRIMINAL MATTERS

Felony Defense

This service covers representation for Participants in defense of any criminal felony charge.
Representation includes court hearings, negotiation with the prosecutor and trial.



                                                   13
Juvenile Court Defense

This service covers the defense of a Plan Member and a Plan Member's dependent child in any juvenile
court matter, provided there is no conflict of interest between the Plan Member and child. In that event
this service provides an attorney for the Plan Member only, including services for Parental
Responsibility.

Misdemeanor Defense

This service covers representation for Participants in defense of any criminal misdemeanor charge
except those relating to traffic or driving under influence charges. Representation includes court
hearings negotiation with the prosecutor and trial. It does not include representation of a felony charge
that is subsequently reduced to a misdemeanor.


Restoration of Driving Privileges

This service covers the Participant with representation in proceedings to restore the Participant's
driving license.


Traffic Ticket Defense (No Dui)

This service covers representation of the Participant in defense of any traffic ticket including traffic
misdemeanor offenses, except driving under influence or vehicular homicide, including court hearings,
negotiation with the prosecutor and trial.



WILLS AND ESTATE MATTERS

Trusts

This service covers the preparation of revocable and irrevocable living trusts for the Participant. It does
not include tax planning or services associated with funding the trust after it is created.

Living Wills

This service covers the preparation of a living will for the Participant.

Powers Of Attorney

This service covers the preparation of any power of attorney when the Participant is granting the
power.
                                                    14
Probate (10% Network Discount)

Subject to applicable law and court rules, Plan Attorneys will handle probate matters at a fee 10% less
than the Plan Attorney's normal fee. It is the Participant's responsibility to pay this reduced fee and all
costs.

Wills And Codicils

This service covers the preparation of a simple or complex will for the Participant. The creation of any
testamentary trust is covered. The benefit includes the preparation of codicils and will amendments. It
does not include tax planning.




MAJOR TRIAL

Major Trial – In Network

All covered matters that require a trial are covered through completion with no hour limits or dollar
caps when service is provide by a plan attorney.

Major Trial – Out Of Network

This service covers up to $10, 000 for a covered matter when using a non-network attorney.




                                                    15
EXCLUSIONS

Excluded services are those legal services that are not provided under the plan. No services, not
even a consultation, can be provided for the following matters:
       •   Employment-related matters, including company or statutory benefits
       •   Matters involving the employer, MetLife® and affiliates, and plan attorneys
       •   Matters in which there is a conflict of interest between the employee and spouse or
           dependents in which case services are excluded for the spouse and dependents
       •   Appeals and class actions
       •   Farm and business matters, including rental issues when the Participant is the
           landlord
       •   Patent, trademark and copyright matters
       •   Costs or fines
       •   Frivolous or unethical matters
       •   Matters for which an attorney-client relationship exists prior to the Participant
           becoming eligible for plan benefits



WHEN COVERAGE ENDS

Your ability to receive legal services under the Plan ends if you are no longer an eligible
employee or if you choose not to enroll during future annual enrollment periods.

If you cease to be eligible to participate in the plan or your employment with the Company ends,
the Plan will cover the legal fees for those covered services that were opened and pending during
the period you were enrolled in the plan. Of course, no new matters may be started after you
become ineligible.

AMENDMENT OR TERMINATION

While your employer expects to continue to offer participation in the Legal Service Plan, it
reserves the right to amend, or terminate the Plan at any time. If the Plan is terminated, all
covered services then in process will be handled to their conclusion under the Plan.

ADMINISTRATION AND FUNDING

The Legal Service Plan is provided for and administered through a contract with Hyatt Legal
Plans, Inc. Hyatt Legal Plans makes all determinations regarding attorneys' fees and what
constitutes covered services. All contributions collected from employees electing this coverage
are paid to Hyatt Legal Plans, Inc.




                                                 16
COST OF THE PLAN

You pay the cost of the Plan through after-tax payroll deductions, based on your enrollment
choice.

PLAN CONFIDENTIALITY, ETHICS AND INDEPENDENT JUDGMENT

Your use of the Plan and the legal services is confidential. The Plan Attorney will maintain strict
confidentiality of the traditional lawyer-client relationship. Your employer will know nothing
about your legal problems or the services you use under the Plan. Plan administrators will have
access only to limited statistical information needed for orderly administration of the Plan.

No one will interfere with your Plan Attorney's independent exercise of professional judgment
when representing you. All attorneys' services provided under the Plan are subject to ethical rules
established by the courts for lawyers. The attorney will adhere to the rules of the Plan and he or
she will not receive any further instructions, direction or interference from anyone else connected
with the Plan. The attorney's obligations are exclusively to you. The attorney's relationship is
exclusively with you. Hyatt Legal Plans, Inc., or the law firm providing services under the Plan
is responsible for all services provided by their attorneys.

You should understand that the Plan has no liability for the conduct of any Plan Attorney. You
have the right to file a complaint with the state bar concerning attorney conduct pursuant to the
Plan. You have the right to retain at your own expense any attorney authorized to practice law in
this state.

Plan attorneys will refuse to provide services if the matter is clearly without merit, frivolous or
for the purpose of harassing another person. If you have a complaint about the legal services you
have received or the conduct of an attorney, call Hyatt Legal Plans at 1-800-821-6400. Your
complaint will be reviewed and you will receive a response within two business days of your
call.

You have the right to retain at your own expense any attorney authorized to practice law in the
state. You have the right to file a complaint with the state bar concerning attorney conduct
pursuant to the plan.



OTHER SPECIAL RULES

In addition to the coverages and exclusions listed, there are certain rules for special situations.
Please read this section carefully.

What if other coverage is available to you? If you are entitled to receive legal representation
provided by any other organization such as an insurance company or a government agency, or if
you are entitled to legal services under any other legal plan, coverage will not be provided under


                                                  17
this Plan. However, if you are eligible for legal aid or Public Defender services, you will still be
eligible for benefits under this Plan, so long as you meet the eligibility requirements.

What if you are involved in a legal dispute with your dependents? You may need legal help
with a problem involving your spouse or your children. In some cases, both you and your child
may need an attorney. If it would be improper for one attorney to represent both you and your
dependent, only you will be entitled to representation by the plan attorney. Your dependent will
not be covered under the Plan.

What if you are involved in a legal dispute with another employee? If you or your
dependents are involved in a dispute with another eligible employee or that employee's
dependents, Hyatt Legal Plans will arrange for legal representation with independent and
separate counsel for both parties.

What if the court awards attorneys' fees as part of a settlement? If you are awarded
attorneys' fees as a part of a court settlement, the Plan must be repaid from this award to the
extent that it paid the fee for your attorney.



DENIAL OF BENEFITS AND APPEAL PROCEDURES



DENIALS OF ELIGIBILITY

Hyatt verifies eligibility using information provided by the Huntington Ingalls Benefits Center.
When you call for services, you will be advised if you are ineligible and Hyatt Legal Plans will
contact the Huntington Ingalls Benefits Center for assistance. If you are not satisfied with the
final determination of eligibility, you have the right to a formal review and appeal. Send a letter
within 60 days explaining why you believe you are eligible to:

Huntington Ingalls Benefits Center
P.O. Box 563912
Charlotte, NC 28256-3912

Within 30 days, you will be provided with a written explanation.


DENIALS OF COVERAGE

If you are denied coverage by Hyatt Legal Plans or by any Plan Attorney, you may appeal by
sending a letter to:

Hyatt Legal Plans, Inc.
Director of Administration
                                                 18
Eaton Center 1111 Superior Avenue
Cleveland, Ohio 44114-2507

(For Florida plans contact Hyatt Legal Plans of Florida, Inc. at the above address.)

The Director will issue Hyatt Legal Plans' final determination within 60 days of receiving your
letter. This determination will include the reasons for the denial with reference to the specific
Plan provisions on which the denial is based and a description of any additional information that
might cause Hyatt Legal Plans to reconsider the decision, an explanation of the review procedure
and notice of the right to bring a civil action under Section 502(a) of ERISA.

Throughout the review process, the employee or authorized representative may review pertinent
documents at the Employee Benefits Office during regular business hours




                                                19
        SUMMARY PLAN DESCRIPTION
 (Supplement to the Medical Plan Summary Plan Description)


            Huntington Ingalls Industries, Inc.
               Newport News Operations




                  Medicare Premium
               Reimbursement Program




               For Retirees Formerly Covered by
The International Association of Fire Fighters, Local Union I-45,
                Collective Bargaining Agreement
       Effective February 15, 2010, through June 8, 2014
                                                        Table of Contents


Program Description ................................................................................................................1
Eligibility ..................................................................................................................................2
Reimbursement Amount ..........................................................................................................3
Program Administrator.............................................................................................................3
Member .....................................................................................................................................3
Retroactive Reimbursement .....................................................................................................3
What is not Covered .................................................................................................................3
Administrative ..........................................................................................................................4
Program Name ..........................................................................................................................4
Name and Address of Employer (Plan Sponsor) ....................................................................4
Type of Plan ..............................................................................................................................4
Plan Administrator ...................................................................................................................4
Type of Funding .......................................................................................................................4
Agent for Service of Legal Process .........................................................................................4
Statement of ERISA Rights .....................................................................................................4
Fiduciary Responsibility ..........................................................................................................4
Claims Appeal ..........................................................................................................................5
Questions ...................................................................................................................................5
Medicare Premium Reimbursement Program for Huntington Ingalls Industries, Inc.
Newport News Operations Hourly Retirees and their Eligible Spouses
(This is a supplement to the Medical Plan Summary Plan Description)
The Program was maintained as a component plan under the Northrop Grumman
Corporation Retiree Welfare Benefits Plan prior to the spin-off of Huntington Ingalls
Industries, Inc. (the “Company”) from Northrop Grumman Corporation (the “Company
Spin-off”). In connection with the Company Spin-off, the Program was spun-off to and
assumed by the Company and became a component plan under the Huntington Ingalls
Industries, Inc. Retiree Welfare Benefits Plan effective as of the date of the Company
Spin-off. If you (and your eligible spouse, if any) were covered under the Program
immediately before the Company Spin-off, you (and your eligible spouse, if any) remain
enrolled in the Program with the same coverage after the Company Spin-off, subject to
normal Program eligibility rules.




Program Description
Hourly retirees and eligible spouses are reimbursed a portion of their monthly Medicare
premium. Reimbursements are paid to eligible members on a monthly basis. Participation
in the Medicare Premium Reimbursement Program is contingent on payment of all
Medicare premiums in a calendar year. Each year, members will need to submit a copy of
their Social Security check stub and year-end Medicare premium bill, confirming that all
Medicare premiums were paid in the prior year. If the member is disabled, a copy of
Form SSA 1099 must be submitted as proof of enrollment in and payment for Medicare
Part B coverage. Each year, members will receive a letter from the Huntington Ingalls
Industries, Inc. Plan Administrator requesting this documentation.

As soon as the above mentioned letter is received, documentation must be sent to the
address noted in the letter. Monthly Medicare reimbursement payments will continue
unless documentation is not returned. If proper documentation is not returned to
Huntington Ingalls Industries, Inc., participation in the Medicare Premium
Reimbursement Program will be cancelled. A letter will be sent to the member notifying
him or her that participation has been cancelled.

If payment of all Medicare premiums was not made in the prior year, coverage will not
be cancelled. However, you must return any reimbursement amount that may have been
paid to you for the month(s) of Medicare premium you did not pay.



                            Medicare Premium Reimbursement Program
                                           April 2011
                                              -1-
The Company reserves the right to change or cancel this program and modify eligibility
at any time.


Eligibility
(Eligibility for this program is different than for medical plan) All retirees who retired as
an hourly employee of Huntington Ingalls Industries, Inc. Newport News Operations and
their eligible spouses are eligible to participate. An eligible spouse is the spouse legally
married to the retiree on the date of retirement from NNS. Upon divorce, the divorced
spouse is no longer eligible to participate in this program. Upon death of the retiree, the
eligible surviving spouse may continue to participate in this program. Coverage ceases
upon remarriage of surviving spouse. No coverage is provided to children.




                             Medicare Premium Reimbursement Program
                                            April 2011
                                               -2-
Reimbursement Amount
Reimbursement for all hourly retirees, and eligible spouses and eligible surviving
spouses, is $20.00 each per month.


Program Administrator
Huntington Ingalls Industries, Inc. (the Company) administers the program.


Member
Any person eligible to receive benefits from this program, including eligible retirees and
their eligible spouses.


Retroactive Reimbursement
Should any member or their representative contact the Company and claim a benefit is
due to the member from prior years, the Company will review the claim to determine if
the member qualified for a benefit. If the claim is verified, the Company will make
payment for reimbursement up to a maximum of three months.


What is not Covered
The following are not covered or eligible under this program:

   Reimbursement for any month for which proof of purchase of Medicare Part B
    coverage is not provided to the Company
   Reimbursement to a surviving spouse upon remarriage (even if remarriage is to an
    eligible retiree)
   Reimbursement to a spouse who was not the legal spouse on the retiree's date of
    retirement from the Company
   Reimbursement to a spouse effective on and after the date of divorce from the retiree
   No coverage for any month in which a Medicare premium was not paid by the
    member
   Cannot be covered as a retiree and a spouse for the same period of time
   Coverage ceases upon death of the retiree and/or spouse or surviving spouse
   No coverage upon discontinuance of this Plan
   No interest is paid on delayed or retroactive reimbursements
   Terminated vested employees are not covered
   No coverage for any active employee and/or their spouse
   No coverage for children
   Retroactive payments of more than three months.



                            Medicare Premium Reimbursement Program
                                           April 2011
                                              -3-
Administrative
This summary plan description (SPD) shall also serve as part of the Plan Document for
ERISA purposes.


Program Name
Medicare Premium Reimbursement Program for Huntington Ingalls Industries, Inc.
Newport News Operations Hourly Retirees and their Eligible Spouses


Name and Address of Employer (Plan Sponsor)
Huntington Ingalls Industries, Inc.
4101 Washington AvenueNewport News, VA 23607

Type of Plan
Employee welfare benefit plan


Plan Administrator
Huntington Ingalls Industries, Inc,


Type of Funding
Self-insured


Agent for Service of Legal Process
Plan Administrator


Statement of ERISA Rights
Refer to statement in Administrative Information section of this Handbook


Fiduciary Responsibility
The Plan Administrator has the discretionary authority to interpret and apply plan terms
and to make factual determinations in connection with its review of claims under the
plan, including discretionary authority to perform a full and fair review, as required by
ERISA, of each claim which has been appealed. All claims determinations by the Plan
Administrator shall be final.




                            Medicare Premium Reimbursement Program
                                           April 2011
                                              -4-
Claims Appeal
If you are denied the right to obtain benefits under this program and you feel you are
eligible to obtain these benefits in accordance with plan provisions, you may send a
written appeal to:

Huntington Ingalls Benefits Center
P.O. Box 563912
Charlotte, NC 28256-3912

The appeal must be postmarked within 180 days of the denial. You may provide any
documentation that you feel will support your claim. You will receive a response within
30 days of the HIBC’s receipt of the appeal.


Questions
If you have questions about the Medicare Premium Reimbursement Program, please call
the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222 (overseas: 408-916-
9765). Benefits service representatives are available to assist you Monday through Friday
from 9:00 a.m. to 6:00 p.m. Eastern time, excluding holidays. If you are hearing
impaired, you will need to use a relay service through your TTY/TDD service provider.




                            Medicare Premium Reimbursement Program
                                           April 2011
                                              -5-
        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




           Retiree Prescription Drug Plan




               For Retirees Formerly Covered by
The International Association of Fire Fighters, Local Union I-45,
               Collective Bargaining Agreement
       Effective February 15, 2010 through June 8, 2014
                                                        Table of Contents


Plan Description .......................................................................................................................3
Eligibility ..................................................................................................................................3
Participating Pharmacies ..........................................................................................................3
Claims Administrator ...............................................................................................................4
Definitions.................................................................................................................................4
Maximum Benefit .....................................................................................................................4
Dispensing Limitation ..............................................................................................................4
What is Covered .......................................................................................................................5
What is not Covered .................................................................................................................5
Generics vs. Brand Name.........................................................................................................6
Effect of Medicare Prescription Drug Coverage ....................................................................6
How to Use the Pharmacy Plan If You Are NOT Enrolled In Medicare Part D:.................7
How to Use the Pharmacy Plan If You Are Enrolled In Medicare Part D: ..........................7
Statement of ERISA Rights .....................................................................................................9
Fiduciary Responsibility ..........................................................................................................9
Denied Claims and Appeal Procedure ....................................................................................9
Additional Information about the Appeals Process ..............................................................12
Appendix I: List of Participating Pharmacies ......................................................................14
This Summary Plan Description (SPD) describes the Huntington Ingalls Industries, Inc.
Newport News Operations Retiree Prescription Drug Plan For Retirees Formerly
Covered by The International Association of Fire Fighters, Local Union I-45,
Collective Bargaining Agreement (the “Plan”). This SPD forms part of the Plan
Document for ERISA purposes. The Plan was maintained as a component plan under the
Northrop Grumman Corporation Retiree Welfare Benefits Plan prior to the spin-off of
Huntington Ingalls Industries, Inc. (the “Company”) from Northrop Grumman
Corporation (the “Company Spin-off”). In connection with the Company Spin-off, the
Plan was spun-off to and assumed by the Company and became a component plan under
the Huntington Ingalls Industries, Inc. Retiree Welfare Benefits Plan effective as of the
date of the Company Spin-off. If you (and your eligible spouse, if any) were covered
under the Plan immediately before the Company Spin-off, you (and your eligible spouse,if
any) remain enrolled in the Plan with the same coverage after the Company Spin-off,
subject to normal Plan eligibility rules.


Plan Description
Retirees and eligible spouses can purchase prescription drugs from any Participating
Pharmacy. The Plan replaces the Newport News Shipbuilding in-house pharmacy and is
designed to serve the same area and population who used or would have used the in-
house pharmacy. The Company reserves the right to change or cancel this plan at any
time (subject to contractual agreements) and to determine who is eligible to participate.


Eligibility
All hourly formerly represented retirees of Huntington Ingalls Industries, Inc. Newport
News Operations and their eligible spouses are eligible to participate. (Eligibility for the
Plan is different than for the medical plan, the Anthem Keycare 150 Health Plan). An
eligible spouse is the spouse legally married to the retiree on the date of retirement from
the Company and any subsequent spouse married to the retiree after retirement. Upon
divorce, the divorced spouse is no longer eligible to participate in this plan, except under
the continuation coverage provisions under a Federal law generally referred to as
“COBRA.” COBRA continuation coverage rights are described in the “Administrative
Information” section of this handbook. Upon death of the retiree, the surviving spouse at
the time of death may either elect to purchase COBRA continuation coverage or may
choose to waive COBRA rights and continue to participate in the Plan as a surviving
spouse. If the spouse chooses to waive COBRA and participate as a surviving spouse,
coverage ceases upon remarriage of surviving spouse. No coverage is provided to
children.


Participating Pharmacies
Only those pharmacies designated by the Company as a Participating Pharmacy are
covered under the Plan. The Company will make available a list of Participating
Pharmacies and may add or delete pharmacies at any time based solely at the Company’s

                                  Retiree Prescription Drug Plan
                                            April 2011
                                                 3
discretion. The current list of Participating Pharmacies is shown on
Appendix I.


Claims Administrator
Express Scripts, Inc. is the current administrator of the claims. The Company provides
Express Scripts, Inc. with the names of retirees and their eligible spouses who are
covered under this plan. Call Express Scripts, Inc. at 1-877-498-4161 with questions
about prescription drugs or to order replacement I.D. cards.


Definitions
Member — Any person eligible to receive benefits from this plan, including eligible
retirees and their eligible spouses.

Co-payment — The amount that a Member is required to pay directly to a Participating
Pharmacy for a Covered Medication. Members currently have a co-payment of 50% of
the cost of the prescription drugs to the Company, including any discount provided to the
Company. For example, if a prescription drug cost to the Company is $50.00 (including
dispensing fees and other administrative costs), the Member’s co-payment would be
$25.00. There is a minimum co-payment of $4.00 per prescription. Note, your co-
payment is not eligible to be filed for reimbursement under any Company-sponsored
medical or prescription drug plan.


Maximum Benefit
For employees who retired after July 26, 1999, the Company's composite prescription
drug costs (maximum benefit) will be limited to an annual average of $1,200.00 per
retiree family unit. A family unit is defined to include 1) retiree and spouse or 2) retiree
only (single) or 3) surviving spouse. Upon reaching an annual average cost per family
unit of $1,200 ($100 monthly) to the Company, the retirees' 50% co-payment for
prescription drugs will be increased to reflect any excess over the maximum annual cost
of $1,200. This amount will be determined by calculating the percent plan cost increase
from the prior year to the most recent year and use that annual rate of cost increase to
project the expected monthly plan cost for the upcoming year. For example, depending
on the results of the calculations of the projected cost, a retiree's co-payment may be
increased to 52%, 55%, etc., of the cost of the prescription drug. Employees who retired
on or before July 26, 1999, are not affected by this provision.


Dispensing Limitation
The amount of prescription drugs that may be dispensed under this plan is limited to the
quantity prescribed by the doctor or a 90-day supply, which ever is less.



                                  Retiree Prescription Drug Plan
                                            April 2011
                                                 4
What is Covered
The following items are covered under this plan:

   All medications which, by Federal Law, can be dispensed only according to a
    prescription and which are required to bear the legend, "Caution: Federal Law
    Prohibits dispensing without a prescription," and is not under the "What is not
    covered" section of this SPD.
   Injectible Drugs, including Insulin
   Growth Hormones
   AIDS (H.I.V.) specific medication
   Compounds
   Legend vitamins (Require prescription)
   Immunosuppresants, such as Cyclosporine (Sandimmune and Imuran)

If a drug or item is covered by Medicare, the Plan will pay 50% of the amount not
covered by Medicare (depending on the Medicare Part D plan in which you may be
enrolled), provided that the drug or item is purchased at a Participating Pharmacy and all
other provisions of the Plan are met. See “Effect of Medicare Prescription Drug
Coverage” for a complete description of how the Plan works with Medicare.


What is not Covered
The following items are not covered under this plan:

   Medications that can be purchased without a doctor's prescription
   Retin A, regardless of intended use
   Specific diabetic supplies
   Disposable needles/syringes
   Smoking deterrents
   Fertility medications
   Experimental injectibles (refer to experimental definition in medical plan SPD)
   Weight loss drugs/supplies
   Cosmetic medications, such as Rogain or Minoxidil
   Contraceptives/Contraceptive Devices
   Medical equipment, devices, supplies, or diagnostics
   Over-the-counter medications
   Dietary and food supplements
   Experimental drugs not approved for general use by FDA (refer to definition in
    medical plan SPD)
   Prescription drugs purchased at pharmacies other than Participating Pharmacies
   Agents, extracts & blood products
   Excessive fills or refills
   Administrative charges

                                  Retiree Prescription Drug Plan
                                            April 2011
                                                 5
 Institutional pharmacy services - Dispensing drugs at a facility such as hospital or
  nursing home
 Mail order drugs
 Any drug or item covered by Medicare* or a Company-sponsored medical plan under
  which the member is covered.

*   If a drug or item is covered by Medicare, the Plan will pay 50% of the amount not covered by
    Medicare (depending on the Medicare Part D plan in which you may be enrolled), provided the drug
    or item is purchased at a Participating Pharmacy and all other provisions of the Plan are met. See
    “Effect of Medicare Prescription Drug Coverage” for a complete description of how the Plan works
    with Medicare.

Generics vs. Brand Name
A generic drug is a drug that is chemically equivalent to the original brand name drug.
The only difference is that the patent on the brand name medication has expired allowing
other manufacturers to sell the drug. As a result, the generic manufacturer does not incur
research costs and is able to charge significantly less for the drug. Recently, many
antibiotics and other widely used drugs have become available as generics. The result is
tremendous cost savings for you and your prescription drug plan. If you have any
questions about generics, ask for advice from your physician or pharmacist. Normally,
you can save a significant amount of money by using generic drugs.


Effect of Medicare Prescription Drug Coverage
Effective January 1, 2006, prescription drug coverage was available to everyone with
Medicare through Medicare prescription drug plans. All Medicare prescription drug plans
will provide at least a standard level of coverage set by Medicare. Some plans might also
offer more coverage for a higher monthly premium. Under Medicare rules, this Plan is
not considered “creditable coverage,” which means that, on average for all plan
participants, this Plan coverage is not expected to pay out as much as the standard
Medicare prescription drug coverage will pay. Because the Plan is not creditable
coverage, an eligible retiree or spouse who does not enroll in Medicare prescription drug
coverage by the later of May 16, 2006 or the date they are first eligible for Medicare, will
pay an increased premium for Medicare prescription drug coverage if they later enroll.
However, if the participant had continuous coverage under another plan that provided
prescription drug coverage that is considered “creditable,” the late enrollment penalty
may not be applied.

This Plan will coordinate with Medicare if plan participant enrolls for Medicare Part D.
This means that for covered individuals who enroll in Medicare Part D coverage, the Plan
will pay 50% of the amount not covered by Medicare prescription drug coverage. The
following example illustrates coordination between this plan and a Medicare Part D plan:

Example
A 66-year-old retiree enrolls in a Medicare Part D plan providing standard coverage
effective January 1, 2009. In January, the retiree fills a prescription for a drug covered

                                      Retiree Prescription Drug Plan
                                                April 2011
                                                     6
under the Plan, with a total cost of $125.The standard Medicare prescription drug plan
would pay $0, because the standard plan has a $250 deductible. This Plan would pay
$62.50, 50% of the $125. In February, the retiree fills the same prescription. Medicare
would pay $0, so the Plan would pay $62.50. In March, the retiree fills the same
prescription. Because the retiree has satisfied the $250 standard Medicare prescription
drug plan deductible, the standard Medicare plan pays 75% of the next $2,000 in covered
costs. For the March prescription, Medicare would pay $93.75, leaving a balance of
$31.25. The Plan would pay $15.63, 50% of the $31.25 balance.

How to Use the Pharmacy Plan If You Are NOT Enrolled In Medicare Part
D:
1. Take your prescription(s) to any of the Participating Pharmacies.
2. At the pharmacy, identify yourself as a Huntington Ingalls Industries, Inc. Newport
   News Operations retiree or eligible spouse by presenting your pharmacy plan ID card
   to the pharmacist with your prescription(s).
3. Your prescription plan will pay for up to a 90-day supply of a prescription drug as
   prescribed by your physician.
4. Upon receiving the medication from the pharmacist, you will be required to pay the
   appropriate Co-payment for each prescription or refill.
5. You may phone the pharmacy and request a refill to be picked up at a later time;
   however, you must inform the pharmacist that you are a Huntington Ingalls
   Industries, Inc. Newport News Operations retiree or eligible spouse. When you go to
   the pharmacy to pick up the prescription, you may be required to show your ID card
   to the pharmacist.
6. Your Co-payment is not eligible for reimbursement under other Company-sponsored
   plans. Filing for reimbursement under another Company-sponsored plan could result
   in your disqualification to use this plan.


How to Use the Pharmacy Plan If You Are Enrolled In Medicare Part D:
1.   Present your Medicare Part D coverage card and your Express Scripts, Inc. coverage
     card at any of the Participating Pharmacies and tell the pharmacy that your Medicare
     Part D coverage is primary.
2.   The pharmacy will submit an online claim for the Medicare Part D coverage. The
     claim will be paid or rejected based on the Medicare Part D plan’s benefit guidelines
     and the payment information is returned to the pharmacy. If the Medicare Part D plan
     is aware of your Express Scripts, Inc. coverage, a message is sent to the pharmacy
     indicating such.
3.   The pharmacy then submits an online claim for the member’s cost share amount to
     the secondary payer (Express Scripts, Inc.).
4.   Express Scripts, Inc. pays or rejects the claim according to this plan’s benefit
     guidelines and returns the information online to the pharmacy.
5.   The member pays the amount due and receives his/her medication.

If the pharmacy is able to process both claims online, there is no need for the member to
file a manual claim for payment. However, if for some reason the pharmacy has difficulty
                                  Retiree Prescription Drug Plan
                                            April 2011
                                                 7
submitting the secondary claim online, the member can take their receipt, which shows
the amount of the Medicare D payment, and file a paper claim for the secondary
reimbursement Express Scripts, Inc. through the normal paper claim process.




                                Retiree Prescription Drug Plan
                                          April 2011
                                               8
Statement of ERISA Rights
You have certain legal rights which are explained in the description of "ERISA" rights in
the Administrative Information section of this Handbook.


Fiduciary Responsibility
The Claims Administrator has the discretionary authority to interpret and apply plan
terms and to make factual determinations in connection with its review of claims under
the plan, including discretionary authority to perform a full and fair review, as required
by ERISA, of each claim which has been appealed. All claims determinations by the
Claims Administrator shall be final.


Denied Claims and Appeal Procedure
If a claim for benefits is wholly or partially denied, the claims administrator will send you
a written explanation of why the claim was denied. In the case of an urgent claim, this
can include oral notification, as long as you are provided with a written notice within
three days.

This explanation will contain the following information:

 The specific reason for the denial
 Specific references to plan provisions on which the denial is based
 A description of additional material or information that you may need to revise the
  claim and an explanation of why such material or information is necessary
 A specific description of the plan’s review procedures and applicable time limits,
  including a statement of your rights to bring a lawsuit under the Employee Retirement
  Income Security Act (ERISA) of 1974.

Depending on the type of claim, the explanation will also contain the following
information:

 If the denial is based on an internal rule, guideline, or protocol, the denial will say so
  and state that you can obtain a copy of the guideline or protocol, free of charge upon
  request
 If the denial is based on an exclusion for medical necessity or experimental treatment,
  the denial must explain the scientific or clinical judgment for determination, applying
  the terms of the plan to the medical circumstances, or state that such an explanation
  will be provided upon request, free of charge
 If the denial involves urgent care, you will be provided an explanation of the
  expedited review procedures applicable to urgent claims.




                                  Retiree Prescription Drug Plan
                                            April 2011
                                                 9
If services under the Plan are denied and you feel they should be covered, you should
follow the following appeal procedure. (For denied services under the medical plan, refer
to the medical plan appeal procedure.)

   Call the claims administrator and ask why your claim was denied. You may discover
    that a simple error was made. If so, you may be able to correct the problem right over
    the telephone. If your claim is still denied, you or your authorized representative may
    request in writing a review of the denial within 180 days of a written denial of
    coverage notification. The request, containing facts supporting the claim for benefits
    and reasons why it should not have been denied, should be addressed to the claims
    administrator as follows:

    Express Scripts, Inc.(appeals determinations)
    Attn: Pharmacy Appeals
    6625 West 78th Street Mail Route BL390
    Bloomington, MN 55439

 If your claim is denied once again, ask the claims administrator to submit your claim
  to the claims administrator’s level 1 appeals review committee.
 If your claim is denied by the level 1 appeals review committee, ask the claims
  administrator to submit your claim to the claims appropriate level 2 appeals review
  committee.


Definitions
Urgent claims: Medical care is "urgent" if a longer time could seriously jeopardize the
participant’s life, health, or ability to regain maximum function. Also, care may be urgent
if, in a doctor’s opinion, it would subject the participant to severe pain if care or treatment
were not provided. If you require care that is classified as being urgent, but do not submit
enough information for the claims administrator to make a determination, the claims
administrator will notify you within 24 hours. You have 48 hours after that time to supply
any additional information. Until you supply this information, the time limits that apply
for the review are suspended (or “tolled”).

Concurrent care decisions: These are decisions involving an ongoing course of
treatment over a period of time or a number of treatments. If you or your dependent is
undergoing a course of treatment, or is nearing the end of a prescribed number of
treatments, you may request extended treatment or benefits. If the course of treatment
involves urgent care and you request at least 24 hours before the expiration of the
authorized treatments, the claims administrator will respond to your claim within 24
hours. If you reach the end of a pre-approved course of treatment before requesting
additional benefits, the normal “pre-service” or “post-service” time limits will apply, as
described below.

Pre-service determinations: A “pre-service” determination requires the receipt of
approval of those benefits in advance of obtaining the medical care. If you request a

                                   Retiree Prescription Drug Plan
                                             April 2011
                                                 10
review for pre-service benefits, but do not submit enough information for the claims
administrator to make a determination, the claims administrator will notify you within 15
days. You have 45 days after that to supply any additional information. Until you supply
this information, the time limits that apply to the claims administrator are tolled.

Post-service claims: A “post-service” determination is made for benefits after you have
already received care or treatment. A “post-service” determination does not require
advance approval of benefits.

In the case of pre-service determinations and urgent claims, if you fail to follow the
specified procedure for filing your claim, the claims administrator will notify you of the
failure and of the proper procedure. This notice will be provided to you no later than five
days after your incorrectly filed claim is received (24 hours in the case of an urgent
claim). The notice from the claims administrator may be an oral notice unless you
specifically request written notice.

Example #1: If you have an urgent situation, the claims administrator must respond to
your initial request for benefits within 72 hours, and no extensions are permitted. If the
claims administrator needs more information from you to make a determination, you will
have 48 hours from the time you are notified to supply that information. The time period
during which you are gathering that additional information does not count toward the
time limits that apply to the claims administrator.

                            Time to Appeal from          Time for Decision on       Extensions for Claims
    Type of Claim           Date Claim is Denied               Appeal                  Administrator
    Urgent claims          180 days                     72 hours                    None
    Pre-Service claims     180 days for each level      Two levels of appeal:       None
                           of appeal                    15 days from the
                                                        receipt of the appeal for
                                                        each level
    Post-Service claims    180 days for each level      Two levels of appeal:       None
                           of appeal                    30 days from the
                                                        receipt of the appeal for
                                                        each level

Pre-Service Claims. There are two levels of appeal:

    Level 1 appeal: You may file a level 1 appeal with the claims administrator within
     180 days if your initial claim for benefits is denied and you would like to appeal that
     denial. Your appeal must be considered within 15 days, with no extensions.

    Level 2 appeal: If your first appeal is denied by the claims administrator, you may
     file a level 2 appeal with the claims administrator within 180 days, and your appeal
     must be considered within an additional 15 days, with no extensions.




                                      Retiree Prescription Drug Plan
                                                April 2011
                                                    11
Post-Service Claims. There are two levels of appeal:

   Level 1 appeal: You may file a level 1 appeal with the claims administrator within
    180 days if your initial claim for benefits is denied and you would like to appeal that
    denial. Your appeal must be considered within 30 days, with no extensions.

   Level 2 appeal: If your first appeal is denied by the claims administrator, you may
    file a level 2 appeal with the claims administrator within 180 days, and your appeal
    must be considered within an additional 30 days, with no extensions.


Additional Information about the Appeals Process
In filing an appeal, you have the opportunity to:

 Submit written comments, documents, records and other information relating to your
  claim for benefits
 Have reasonable access to and review, upon request and free of charge, copies of all
  documents, records and other information relevant to your claim, including the name
  of any medical or vocational expert whose advice was obtained in connection with
  your initial claim
 Have all relevant information considered on appeal, even if it wasn’t submitted or
  considered in your initial claim.

The decision on the appeal will be made by a person or persons at the claims
administrator who is not the person who made the initial claim decision and who is not a
subordinate of that person

In making the decision on the appeal, the claims administrator will give no deference to
the initial claim decision

If the determination is based in whole or part on a medical judgment, the claims
administrator will consult with a health care professional who has appropriate training
and experience in the field of medicine involved in the medical judgment. The health care
professional will not be the same individual who was consulted (if one was consulted)
with regard to the initial claim decision and will not be a subordinate of that person.

If benefits are still denied on appeal, the notice that you receive from the final review
level (level 2 review) will provide:

 The specific reasons for the denial
 Reference to the plan provisions on which the decision was based
 A statement that you may receive, upon request and free of charge, reasonable access
  to, and copies of all documents, records, and other information relevant to your claim
 A statement describing any additional appeal procedures, and a statement of your
  rights to bring suit under ERISA (Employee Retirement Income Security Act of
  1974).
                                  Retiree Prescription Drug Plan
                                            April 2011
                                                12
Depending on the type of claim, the notice that you receive from the final review level
will also contain the following information:

 If the denial is based on an internal rule, guideline, or protocol, the denial will say so
  and state that you can obtain a copy of the rule, etc., free of charge upon request
 If the denial is based on an exclusion for medical necessity or experimental treatment,
  the denial will explain the scientific or clinical judgment for determination, applying
  the terms of the Retiree Prescription Drug Plan to the medical circumstances, or state
  that such an explanation will be provided upon request, free of charge.

At both the initial claim level, and on appeal, you may have an authorized representative
submit your claim for you. In this case, the administrator may require you to certify that
the representative has permission to act for you. The representative may be a health care
or other professional. However, even at the appeal level, neither you nor your
representative has a right to appear in person before the claims administrator or the
review panel.

In deciding appeals, the claims administrator acts as the named fiduciary for purposes of
deciding appeals and has discretionary authority to interpret the Retiree Prescription Drug
Plan and to make factual determinations as to whether you are entitled to benefits. The
claims administrator’s disposition of the claim shall be final.
Throughout the review process, the employee or authorized representative may review
pertinent documents at the Employee Benefits Office during regular business hours.




                                  Retiree Prescription Drug Plan
                                            April 2011
                                                13
Appendix I: List of Participating Pharmacies

Below are the addresses of participating Rite Aid Pharmacies:

6908 Main Street
Gloucester Exchange Shopping Center
White Marsh, VA (804) 693-2160

2460 George Washington Mem. Hwy.
Rt. 17 and Rt. 216
Hayes, VA (804) 642-2115

1109 Benns Church Rd.
Smithfield, VA (757) 356-0083

515 Main Street
Suffolk, VA (757) 539-9992

227-2 Fox Hill Road
Willow Oaks Shopping Center
Hampton, VA (757) 851-0660

1533 E. Pembroke Ave.
Hampton, VA (757) 851-8314

30 S. Armstead Ave.
Hampton, VA (757) 850-1667

14260 Warwick Blvd.
Warwick Denbigh Village Shopping Center
Newport News, VA (757) 874-1924

10818 Warwick Blvd
Warwick Center
Newport News, VA (757) 596-7646

671 J. Clyde Morris Blvd
Newport News, VA (757) 596-0329

5500 George Washington Mem. Hwy.
Intersection of Dare Road and Rt. 17
Grafton, VA
(757) 898-5466




                                  Retiree Prescription Drug Plan
                                            April 2011
                                                14
4813 W. Mercury Blvd.
Hampton, VA
(757) 826-2792

5601-B Richmond Road
Ewell Station Shopping Center
Williamsburg, VA (757) 565-6407




                                  Retiree Prescription Drug Plan
                                            April 2011
                                                15
        SUMMARY PLAN DESCRIPTION

            Huntington Ingalls Industries, Inc.
               Newport News Operations




             Administrative Information




                   For Employees Covered by
The International Association of Fire Fighters, Local Union I-45,
                Collective Bargaining Agreement
       Effective February 15, 2010, through June 8, 2014
                                                    Table of Contents

Introduction .................................................................................................................. 1
Employee Retirement Income Security Act of 1974 (ERISA) ................................................ 2
Health Insurance Portability and Accountability Act (HIPAA)............................................... 5
Enrolling During Annual Enrollment............................................................................... 10
Health Plan “Qualified Life Events” Rules ....................................................................... 11
What Happens to Your Benefits in Special Situations ........................................................ 13
COBRA Continuation of Coverage ................................................................................. 27
Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA)............. 33
Continuing Health Coverage under the Family Medical Leave Act (FMLA) .......................... 34
Amendment and Termination of Plans............................................................................. 34
Payment of Benefits ..................................................................................................... 35
Employment Status ...................................................................................................... 35
Information Specific to the Huntington Ingalls Industries, Inc. Newport News Operations Cash
Balance Pension Plan and Pension Plan for Employees Covered The International Association of
Fire Fighters, Local Union I-45 Collective Bargaining Agreement, and the Huntington Ingalls
Industries, Inc. Newport News Operations Savings (401(k)) Plan for Union Eligible Employees
................................................................................................................................. 35
Contact and Plan Information......................................................................................... 35
Introduction
The benefit plans described in this Employee Handbook are provided as part of your total
compensation from Huntington Ingalls Industries, Inc. Newport News Operations. This
Employee Handbook was prepared to explain those benefits; each section is known as a
"Summary Plan Description" (SPD). As a participant in the plans  either as an
employee or as the eligible dependent of an employee  you have the right to
information about the plan, such as how it operates, and an explanation of the benefits to
which participants are entitled under the terms of each plan.

All plans were established consistent with the provisions of previous and current
collective bargaining agreements. All plans are included in the current agreement
between Huntington Ingalls Industries, Inc. Newport News Operations and The
International Association of Fire Fighters, Local Union I-45, the bargaining agent, which
is effective February 15, 2010 through June 8, 2014. A copy of the collective bargaining
agreement pursuant to which these plans are maintained and may be obtained and
examined by participants and beneficiaries upon written request to:

Huntington Ingalls Industries, Inc.
Newport News Operations
Labor Relations Office O21
4101 Washington Avenue
Newport News, VA 23607
1-757-380-2000

Plan Documents Control
Plans are administered in accordance with the formal, legal documents or insurance
contracts governing each plan, as well as applicable laws such as the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The Summary Plan
Descriptions in this Employee Handbook are designed to give brief explanations of how
the plans operate and should be read as a whole without taking statements out of context.

In the event of any inconsistency between these SPDs or any other communication
regarding the plans and the plan documents or insurance contracts themselves, the plan
documents or insurance contracts control in all cases. Subsequent changes to the plans
may be communicated in newsletters, flyers, postings, etc., pending a revised Handbook.

The Company has responsibility for the operation and administration of each Plan
(collectively referred to as the Program). Such responsibility includes, but is not limited
to, the power to construe the terms of the plan and resolve questions that arise in the
operation and administration of the plans, including questions of fact relating to such
questions. Any contracts entered into by the Company with respect to benefits of the
Program shall be consistent with Article 30 of the 2010 Labor Agreement between
Huntington Ingalls Industries, Inc. Newport News Operations and the IAFF (Labor
Agreement).

                                      Administrative Information
                                             April 2011
                                                  -1-
The Company may establish reasonable rules for the administration of the Program and
the transaction of its business subject to the other provisions of the Program and any
requirements of law. Article 30 of the 2010 Labor Agreement and the rules referred to
above form the basis on which the Program is administered, but if there is any
inconsistency, Article 30 of the 2010 Labor Agreement shall govern.

Any difference which shall arise between an employee and the Company as to an
employee’s claim for a benefit shall be subject to resolution according to a claims
procedure established by the Company, which will include each Plan’s appeals
procedure. Subject to Article 30 of the 2010 Labor Agreement and each Plan’s appeals
procedure, all actions or determinations of the Company are final, conclusive, and
binding on all persons

Note: Information about the benefits provided under the Anthem Keycare 150 Health
Plan for eligible employees and retirees is not included in this handbook, but is described
in the SPD provided by Anthem Blue Cross and Blue Shield. Please refer to the Keycare
150 Health Plan SPD for medical plan information.


Employee Retirement Income Security Act of 1974 (ERISA)

What Is ERISA?
The Employee Retirement Income Security Act of 1974 (ERISA) is a federal law that
governs employee benefit plans.

What ERISA Means to You
ERISA sets standards that a plan sponsor must follow if it maintains a covered employee
benefit plan. With some exceptions, covered employee benefit plans include plans
sponsored by an employer to provide employees with certain pension, savings, and health
and welfare benefits.

ERISA does not require any company to offer an employee benefit plan and generally
does not specify the benefits you should receive. However, if a plan is offered, ERISA
provides you with certain rights as a participant, and requires that employers who offer
covered employee benefit plans follow certain standards related to the plan’s operation.

What ERISA Does
You and your beneficiaries have basic rights and protections under ERISA, which:

 Requires the plan administrator to provide you with information about the plans,
  including important information about the plans’ features and how they are funded. In
  certain circumstances, the plan administrator may request a small fee to cover
  copying costs.
 Requires that fiduciaries of your benefit plans operate the plans prudently and in the
  interest of all plan participants.

                                   Administrative Information
                                          April 2011
                                               -2-
 Gives you the right to sue for benefits or for breaches of fiduciary duty.


What Is a Fiduciary?
A fiduciary is a person or organization whose duty is to operate your benefit plans
prudently and in the interest of all plan participants and beneficiaries. Fiduciaries may
include employees who make certain discretionary decisions about the management or
administration of a benefit plan, or employees who make decisions about funding plan
benefits. They also may include outside investment advisors, trustees, and certain others.

Your ERISA Rights
As a plan participant under ERISA, you have the right to:

 Examine all plan documents without charge at the plan administrator’s office or at
  other specified locations. This includes plan documents, trust agreements, insurance
  contracts and collective bargaining agreements. Copies of all documents filed on
  behalf of the plan with the U.S. Department of Labor, such as annual reports and plan
  descriptions, are also available for you to review at the plan administrator’s office.

 Obtain, upon written request to the plan administrator, copies of documents
  governing the operation of the plan, including insurance contracts and collective
  bargaining agreements, and copies of the latest annual report and updated summary
  plan description. The plan administrator may charge a reasonable fee for the copies.

 Receive a summary of the plan’s annual financial reports. You do not have to ask for
  your copy of the summary; the plan administrator sends you a Summary Annual
  Report (SAR) each year.

 Continue health care coverage for yourself, your spouse, or your dependents if there
  is a loss of coverage under the plan as a result of a qualifying event. You or your
  dependents may have to pay for such coverage. Review “COBRA” and the
  documents governing the plan for the rules governing your COBRA continuation of
  coverage rights.

 Receive a reduction or elimination of the exclusionary periods of coverage for
  preexisting conditions under your group health plan, if you have creditable coverage
  from another plan. You should be provided a certificate of creditable coverage, free
  of charge, from your group health plan or health insurer when you lose coverage
  under the plan, when you become entitled to elect COBRA continuation coverage,
  when your COBRA continuation ceases, if you request it before losing coverage, or if
  you request it up to 24 months after losing coverage. Without evidence of creditable
  coverage, you may be subject to a preexisting condition exclusion for 12 months (18
  months for late enrollees) after the date you enroll in your coverage.

In addition to creating rights for plan participants, ERISA imposes duties on the plan
fiduciaries — the people responsible for operating the plan. At Huntington Ingalls
                                   Administrative Information
                                          April 2011
                                               -3-
Industries, Inc., plan fiduciaries may include employees who make certain discretionary
decisions about the management or administration of the plan. Fiduciaries also may
include outside investment advisors and trustees.

Fiduciaries have a duty to operate the plan prudently and in the sole interest of plan
participants and beneficiaries. Fiduciaries who violate ERISA may be removed and/or
required to reimburse the plan for losses that they have caused.

No one, including Huntington Ingalls Industries, Inc. or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a benefit or
exercising your rights under ERISA.

Enforcing Your ERISA Rights
Under ERISA, there are several steps you can take to enforce your rights. For instance, if
you request plan materials and you do not receive them within 30 days, you may file suit
in federal court. In such a case, the court may require the plan administrator to provide
the materials and pay you up to $110 a day until you receive the materials, unless the
materials were not sent for a reason beyond the control of the plan administrator or the
plan administrator otherwise had a reasonable basis for not providing them.

If you have a claim for benefits that is denied or ignored — in whole or in part — and
you have satisfied all of the plan’s appeals procedures, then you may file suit in a state or
federal court. If a fiduciary misuses the plan’s assets, 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.

In addition to deciding what damages, if any, should be awarded, the court will decide
who should pay court costs and legal fees. If you are successful, the court may order the
person you sued to pay them. If you lose, the court may order you to pay these costs and
fees (for example, your claim is frivolous).

Questions?
If you have any questions about the Plan (except the Huntington Ingalls Industries, Inc.
Newport News Operations Savings (401(k)) Plan for Union Eligible Employees), you
should call the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222 Monday
through Friday from 9:00 a.m. to 6:00 p.m. Eastern time, excluding holidays. If you have
any questions about the Huntington Ingalls Industries, Inc. Newport News Operations
Savings (401(k)) Plan for Union Eligible Employees, you should call Wells Fargo
Retirement Service Center at 1-800-377-9188 Monday through Friday from 7:00 a.m. to
11:00 p.m. Eastern time, excluding holidays.

If you have any questions about your rights under ERISA or about this statement
outlining your rights, you should contact the nearest regional office of the Employee
Benefits Security Administration (formerly known as the Pension and Welfare Benefits
Administration), U.S. Department of Labor, listed in your telephone directory. You also
may contact the Division of Technical Assistance and Inquiries, Employee Benefits
                                    Administrative Information
                                           April 2011
                                                -4-
Security Administrator (formerly known as the Pension and Welfare Benefits
Administration), U.S. Department of Labor, 200 Constitution Avenue N.W., Washington,
D.C. 20210.




Health Insurance Portability and Accountability Act (HIPAA)

What Is HIPAA?
The Health Insurance Portability and Accountability Act (HIPAA) is a federal law that
sets standards for employee benefit plans  specifically related to your ability to obtain
new coverage, the opportunity to select or change coverage after certain qualified life
events, and health information privacy.

Obtaining New Medical Coverage Under HIPAA
The Health Insurance Portability and Accountability Act (HIPAA) can help you and your
family obtain new medical coverage if your coverage ends under the Huntington Ingalls
Industries, Inc. Newport News Operations Anthem Keycare 150 Plan. For example, if
you terminate your Huntington Ingalls Industries, Inc. employment to take a new job with
another company, you most likely will request coverage under your new employer’s
health care plan.

Specifically, HIPAA limits your new employer’s health plan’s ability to exclude you
from coverage due to a pre-existing condition.

By using pre-existing condition exclusions, a health care plan could avoid covering
expenses for medical conditions that existed prior to a person’s participation in that plan.
Because of these exclusions, employees with pre-existing conditions had difficulty
changing jobs, since such a change generally resulted in a change in health care plans.

Under HIPAA, health plans are required to cover the pre-existing conditions of a new
member immediately upon enrollment — as long as the new member provides proof that:

 He or she previously was enrolled in another health plan for 12 months or more, and
 That coverage had not ended more than 63 days before the new coverage began.

HIPAA requires employers to provide terminating employees with proof of their medical
coverage — called a Certificate of Creditable Coverage. Therefore, when you or your
dependents stop participating in the Huntington Ingalls Industries, Inc. Newport News
Operations Anthem Keycare 150 Plan, Huntington Ingalls Industries, Inc. must provide
you with a Certificate of Creditable Coverage. The certificate is sent to you within 45
days of the date Huntington Ingalls Industries, Inc. is notified of your termination.




                                   Administrative Information
                                          April 2011
                                               -5-
You can present your Certificate of Creditable Coverage to a new health care plan to
prove that you previously had coverage. This can reduce the length of time pre-existing
conditions affect your new coverage. Your Certificate of Creditable Coverage states:

 The date the certificate was issued
 The name of the Huntington Ingalls Industries, Inc. medical plan option you or your
  dependents were covered under
 The period of time you or your dependents were enrolled in the medical plan option
 The name, address, and telephone number of the issuer of the certificate
 Whom to contact for further information.

Certificates of Creditable Coverage are issued to you:

 Automatically, when your coverage under the plan ends — whether or not you elect
  COBRA
 Automatically, when your COBRA coverage ends, if you elected COBRA coverage
 On request within 24 months of the date your coverage ends.

If you need to request a Certificate of Creditable Coverage, or if you are interested in
more information about HIPAA, call the Huntington Ingalls Benefits Center (HIBC) at
1-877-216-3222.

Special Enrollment Periods Provided Under HIPAA
If you waive medical coverage for yourself or your spouse or eligible dependents during
enrollment because you or they have other health insurance coverage, and then you or
they lose that coverage, you may be able to enroll yourself or your dependents in the
Huntington Ingalls Industries, Inc. Newport News Operations Anthem Keycare 150 Plan
before the next annual enrollment. Specifically, you may enroll in the Huntington Ingalls
Industries, Inc. Newport News Operations Anthem Keycare 150 Plan within 31 days of
the date you or your dependents:

 Lose eligibility for coverage under another group health plan,
 Lose the employer contribution toward another group plan’s coverage, or
 Exhaust COBRA coverage (your COBRA coverage ends, but not because you failed
  to make the premium payment).

Once you enroll, your coverage is effective retroactive to the date you lost coverage.

In addition, if you have a new dependent as a result of marriage, birth, adoption, or
placement for adoption, you may be able to enroll yourself and your dependents,
provided that you request enrollment within 31 days after the marriage, birth, adoption, or
placement for adoption. Coverage for new dependents due to marriage will be effective
no later than the first month following the date of enrollment. Coverage for new
dependents as a result of birth, adoption, or placement for adoption will be effective on
the date of the event.


                                   Administrative Information
                                          April 2011
                                               -6-
HIPAA Privacy Rights
Title II of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
imposes numerous requirements on employer health plans concerning the use and
disclosure of individual health information. This information, known as protected health
information, includes virtually all individually identifiable health information held by the
Huntington Ingalls Industries, Inc. Newport News Operations Anthem Keycare 150 Plan
— whether received in writing, in an electronic medium, or as an oral communication.
The privacy rights under Title II of HIPAA are effective April 14, 2003.

Permitted Uses and Disclosures of Protected Health Information
The HIPAA privacy rules generally allow the use and disclosure of your health
information without your permission for purposes of health care treatment, payment
activities, and health care operations. The amount of health information used or disclosed
will be limited to the “minimum necessary” for these purposes, as defined under the
HIPAA rules.

The Huntington Ingalls Industries, Inc. Newport News Operations Anthem Keycare 150
Plan, or its health insurer, may disclose your health information without your written
authorization to Huntington Ingalls Industries, Inc. for plan administration purposes.
Huntington Ingalls Industries, Inc. may need your health information to administer
benefits under the plan. Huntington Ingalls Industries, Inc. agrees not to use or disclose
your health information other than as permitted or required by the plan documents and by
law. Personnel within the following areas of responsibility are the only Huntington
Ingalls Industries, Inc. employees who will have access to your health information for
plan administration functions:

   Huntington Ingalls Industries, Inc. HIPAA Privacy Official
   Corporate Benefits Director

   Corporate Benefits Manager, Executives and Gulf Coast Operations
   Benefits Manager, Newport News Operations
   Benefits Analyst, Health and Welfare Programs
   .

Here’s how additional information may be shared between the Huntington Ingalls
Industries, Inc. Newport News Operations Anthem Keycare 150 Plan and Huntington
Ingalls Industries, Inc., as allowed under the HIPAA rules:

   The Huntington Ingalls Industries, Inc. Newport News Operations Anthem Keycare
    150 Plan, or its Insurer, may disclose “summary health information” Huntington
    Ingalls Industries, Inc. if requested, for purposes of obtaining premium bids to
    provide coverage under the plan, or for modifying, amending, or terminating the plan.
    Summary health information is information that summarizes participants’ claims
    information, but from which names and other identifying information has been
    removed.

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                                          April 2011
                                               -7-
   The Huntington Ingalls Industries, Inc. Newport News Operations Anthem Keycare
    150 Plan, or its Insurer, may disclose to Huntington Ingalls Industries, Inc.
    information on whether an individual is participating in the plan, or has enrolled or
    disenrolled in an insurance option offered by the plan.

In addition, you should know that Huntington Ingalls Industries, Inc. cannot and will not
use health information obtained from the plan for any employment-related actions.
However, health information collected by Huntington Ingalls Industries, Inc. from other
sources, for example under the Family and Medical Leave Act, Americans with
Disabilities Act, disability income programs, or workers’ compensation is not protected
under HIPAA (although this type of information may be protected under other federal or
state laws).

In certain cases, your health information can be disclosed without authorization to a
family member, close friend, or other person you identify who is involved in your care or
payment for your care.

Information describing your location, general condition, or death may be provided to a
similar person (or to a public or private entity authorized to assist in disaster relief
efforts). You’ll generally be given the opportunity to agree or object to these disclosures
(although exceptions may be made: for example if you’re not present or if you’re
incapacitated). In addition, your health information may be disclosed without
authorization to your legal representative.

Except as described in the Huntington Ingalls Industries, Inc. Newport News
OperationsAnthem Keycare 150 Plan Privacy Notice (“Privacy Notice”) and plan
document, other uses and disclosures will be made only with your written authorization.
You may revoke your authorization as allowed under the HIPAA rules. However, you
cannot revoke your authorization if the plan has taken action relying on it.

Default Procedure
It is the plan’s procedure, upon request for assistance, to disclose your health information
to your spouse, and his or her health information to you, and to disclose the health
information of your over-age enrolled dependent (for example, your child who is over
age 21) to you or your spouse, unless the person whose health information would
otherwise be disclosed chooses to opt out of this default procedure. You may request the
plan not share your health information with your spouse by opting out of this default
procedure. To opt out, you must contact the Huntington Ingalls Benefits Center (HIBC)
at 1-877-216-3222. Your spouse and/or your over-age enrolled dependent may also opt
out of this procedure by contacting the HIBC at 1-877-216-3222. Once an individual has
opted out of this default, the plan generally will not disclose any of his or her health
information to family members, unless some other part of the HIPAA regulations permits
or requires it (for example, that individual becomes incapacitated). Any individual may
change his or her opt-out election at any time by contacting the HIBC at 1-877-216-3222.



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                                               -8-
Your Rights Under HIPAA
You have the following rights with respect to your health information the Huntington
Ingalls Industries, Inc. Newport News Operations Anthem Keycare 150 Plan maintains.
These rights are subject to certain limitations, as discussed below.

   Right to request restrictions on certain uses and disclosures of your health information
    and the plan’s right to refuse:

     You have the right to ask the plan to restrict the use and disclosure of your health
       information for treatment, payment, or health care operations, except for uses or
       disclosures required by law. In addition, you have the right to ask the plan to
       restrict the use and disclosure of your health information to family members,
       close friends, or other persons you identify as being involved in your care or
       payment for your care. You also have the right to ask the plan to restrict use and
       disclosure of health information to notify those persons of your location, general
       condition, or death — or to coordinate those efforts with entities assisting in
       disaster relief efforts. If you want to exercise this right, your request to the plan
       must be in writing.

     The plan is not required to agree to a requested restriction. However, if the plan
       does agree, a restriction may later be terminated by your written request, by
       agreement between you and the plan (including an oral agreement), or unilaterally
       by the plan for health information created or received after you’re notified that the
       plan has removed the restrictions. The plan may also disclose health information
       about you if you need emergency treatment, even if the plan has agreed to a
       restriction.

   Right to receive confidential communications of your health information:

     If you think that disclosure of your health information by the usual means could
       endanger you in some way, the plan will accommodate reasonable requests to
       receive communications of health information from the plan by alternative means
       or at alternative locations.

     If you want to exercise this right, your request to the plan must be in writing and
       you must include a statement that disclosure of all or part of the information could
       endanger you.

   Right to inspect and copy your health information:

     With certain exceptions, you have the right to inspect or obtain a copy of your
       health information in a “Designated Record Set.” This may include medical and
       billing records maintained for a health care provider; enrollment, payment, claims
       adjudication, and case or medical management record systems maintained by a
       plan; or a group of records the plan uses to make decisions about individuals.
       However, you do not have a right to inspect or obtain copies of psychotherapy
                                   Administrative Information
                                          April 2011
                                               -9-
       notes or information compiled for civil, criminal, or administrative proceedings.
       In addition, the plan may deny your right to access, although in certain
       circumstances you may request a review of the denial.

     If you want to exercise this right, your request to the plan must be in writing.

   Right to amend your health information that is inaccurate or incomplete:

     With certain exceptions, you have a right to request that the plan amend your
       health information in a designated record set. The plan may deny your request for
       a number of reasons. For example, your request may be denied if the health
       information is accurate and complete, was not created by the plan (unless the
       person or entity that created the information is no longer available), is not part of
       the designated record set, or is not available for inspection (e.g., psychotherapy
       notes or information compiled for civil, criminal, or administrative proceedings).

     If you want to exercise this right, your request to the plan must be in writing, and
       you must include a statement to support the requested amendment.

   Right to receive an accounting of disclosures of your health information:

     You have the right to a list of certain disclosures the plan has made of your health
       information. This is often referred to as an “accounting of disclosures.” You
       generally may receive an accounting of disclosures if the disclosure is required by
       law, in connection with public health activities, or in similar situations listed in
       the Privacy Notice.

     If you want to exercise this right, your request to the plan must be in writing.

Complaints
If you believe your privacy rights have been violated, you may file a complaint with the
Secretary of Health and Human Services and or with the plan. You will not be retaliated
against if you file a complaint. To file a complaint with respect to a violation of your
privacy rights, please contact the Privacy Official or its designee.


Enrolling During Annual Enrollment
Each year you have an opportunity to reassess your medical and vision plan option
elections and make changes during annual enrollment. Your annual enrollment benefit
elections are effective for the following benefit plan year — from July 1 through the
following June 30. Several weeks before annual enrollment, Huntington Ingalls
Industries, Inc. sends you a packet with information about your benefit options and their
costs and instructions on how you can enroll.




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                                              -10-
Generally, you need to enroll during annual enrollment if you want to make changes to
your benefit elections. If you do not enroll, your current coverage (if available) will carry
over to the following benefit plan year.

If you are on a leave of absence during the annual enrollment period and currently
enrolled in benefits, you will also receive a packet of information about making changes
to your medical and/or vision coverage. If you are on a leave of absence at the start of the
benefit plan year (July 1), your benefit elections generally will take effect at the start of
the benefit plan year.


Health Plan “Qualified Life Events” Rules
Normally, you cannot change your medical or vision plan election or your dependent
coverage until the next general election period (annual enrollment), which is typically
held during a two-week period in May and/or June each year, with changes effective July
1. However, the IRS has issued regulations setting forth governing rules for determining
when employees whose family or employment circumstances change can be allowed to
change their coverage elections without waiting for the next annual enrollment. This is
called a “qualified life event.” The change in coverage must be consistent with the
change in the person's family or employment status. Only those qualified life events that
fit within these regulations will be permitted at any time other than annual enrollment.
If an employee has a qualified life event, the employee must contact the Huntington
Ingalls Benefits Center (HIBC) at 1-877-216-3222 within 31 days following the date
of the event. If an employee does not contact the HIBC within this time period, no
election change can be made until the next annual enrollment period or until another
qualified life event occurs, whichever is sooner.

As stated above, an election change will be allowed only if it is consistent with the
change in family or employment status. The IRS has a general consistency rule that states
the event must affect coverage eligibility of the employee, spouse or dependent under an
employer's plan. In addition to the general consistency rule, there are special consistency
rules that may apply. If there is an overlap in the general and special consistency rules,
then the special consistency rule's standard must be followed. Because of these complex
rules, each status change request submitted will be reviewed to determine if a change in
coverage is permitted by the IRS regulations.

The tables on the following pages shows permissible qualified life events for the medical and
vision plan options.




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                                               -11-
                                              Event
Within 31 days of the qualified life event, you can do the following (as long as the change is
consistent with the life event):
   Marriage, birth or adoption
     Employee may enroll himself, spouse and a newly acquired dependent child.
     Employee may drop coverage if enrolled for coverage under spouse's plan.
     Employee may change current medical plan option
   Death of dependent, divorce, or annulment
     Employee may drop coverage only for the dependent who loses eligibility
     Employee may newly elect coverage, if not previously enrolled
   Change in the employment status of employee, spouse or dependent that affects eligibility
    for coverage
     Employee may add/drop coverage
   Dependent loses benefit eligibility (e.g., marries, reaches age limit, loses student status)
     Employee may drop affected dependent's coverage.
   Loss of other coverage by employee, spouse or dependent
     Employee may enroll in the plan if other coverage lost due to exhaustion of COBRA,
       loss of eligibility, or termination of employer contributions
   Change in cost
     Plan may automatically change employees’ elections to reflect increase or decrease in
       cost.
   Coverage under a benefit option is significantly curtailed
     Employee may revoke election.
Note: Coverage considered significantly curtailed only if there is an overall reduction in
coverage to participants generally. Loss of a preferred provider does not qualify.
   New benefit option is offered or benefit option is eliminated
     Employee may revoke election and elect coverage under the new option.
   Change in coverage of spouse or dependent under other employer’s plan (No changes
    permitted for change in non-employer-sponsored coverage)
     Employee may make election change corresponding to change in coverage under other
       plan if spouse or dependent makes election change pursuant to qualifying change in
       status, cost, etc.
   Enrollment period for coverage under spouse or dependent’s plan occurs while employee’s
    elections are in effect
     Employee may make election changes that correspond with coverage elections made
       under other employer’s plan.

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                                           April 2011
                                               -12-
                                              Event
Within 31 days of the qualified life event, you can do the following (as long as the change is
consistent with the life event):
   Termination and rehire within 31 days
     Prior elections at termination will automatically be reinstated unless another event has
       occurred that allows a change.
   Termination and rehire after 31 days
     Employee may make new elections
   Employee’s commencement of FMLA leave
Refer to the section “Continuing Health Coverage Under the Family and Medical Leave Act
(FMLA)”




What Happens to Your Benefits in Special Situations
This section describes how certain career changes affect each benefit plan option, and
what, if anything, you need to do. The situations described in this section are:

   If you take a leave of absence
   If you transfer
   If your employment ends
   If you are rehired or recalled
   If you are on a temporary off-site assignment.

While the following section is a summary of the impact on each plan option, please refer
to the specific exclusions in each plan’s summary plan description.

For information about what may happen to your benefits when you experience a personal
life change, including marriage or the birth of a child, refer to “Qualified Life Events.”

If You Take a Leave of Absence
If you take a leave of absence, how your benefits will be affected depends on the type of
leave:

   Medical leave of absence
   Personal or educational leave of absence
   Family leave of absence
   Military leave of absence/military mobilization.

While you are on leave, you are required to make contributions for certain benefits. Your
contributions will continue through automatic payroll deductions for as long as you are


                                   Administrative Information
                                          April 2011
                                              -13-
receiving a paycheck. If your paychecks stop, you will be billed. Failure to make required
payments may result in loss of coverage.

Reinstatement of Your Benefits After a Leave
If you experience a leave of absence, your benefits will be reinstated when you return to
work, assuming that you continue to be eligible. Generally, if you return from leave in the
same benefit plan year, your benefits in effect when you began your leave will be
reinstated.

If you return from leave in a following benefit plan year, you will have the opportunity to
select new medical and/or vision benefits during the annual enrollment period, effective
on the first day of the new benefit plan year or on your first day back to work, if earlier, if
you are eligible.


If You Take an Approved Medical Leave of Absence
If you take a leave of absence for medical reasons, here is how your benefits will be
affected:

 Benefit Option                    What Happens During a Medical Leave of Absence
 Medical, Vision                   Coverage continues for the duration of your approved leave,
                                   provided you pay the required premiums for the coverage.
 Health Care Flexible              If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)            Industries, Inc. during your leave, your contributions continue
                                   on a before-tax basis.


                                   If you are on an unpaid leave, your contributions stop. You
                                   can be reimbursed for eligible expenses incurred only during
                                   the time you made contributions. Expenses that you incur
                                   after the last day of the last pay period in which you made
                                   contributions are not eligible for reimbursement unless you
                                   elect COBRA. Once you no longer receive a paycheck, if you
                                   want to continue your FSA, you can choose to continue with
                                   after-tax contributions through COBRA for the balance of the
                                   plan year.
 Dependent Day Care Flexible       If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)            Industries, Inc. during your leave, your contributions continue
                                   on a before-tax basis.
                                   If you are on unpaid leave, your contributions stop. You can
                                   be reimbursed for eligible expenses incurred during the
                                   balance of the plan year.
 Weekly Disability Insurance       Coverage continues for the duration of your approved leave.
 Basic Life Insurance              Coverage continues for the duration of your approved leave.

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 Benefit Option                   What Happens During a Medical Leave of Absence
 Optional Life Insurance          Coverage continues for the duration of your approved leave,
 (employee, spouse, child)        up to the two-year maximum, as long as you continue to pay
                                  the required premium.


                                  When coverage ends, you may choose conversion or
                                  portability within 31 days.
 Business Travel Accident         Coverage continues for the duration of your approved leave.
 Insurance
 Basic Accidental Death and       Coverage continues for the duration of your approved leave.
 Dismemberment (AD&D)
 Optional Accidental Death Coverage continues for the duration of your approved leave,
 and Dismemberment (AD&D) up to the two-year maximum, provided you make required
                           contributions. When coverage ends, you may choose to
                           convert to an individual policy within 90 days.
 Group Legal                      Coverage continues for the duration of your approved leave,
                                  provided you pay the required premiums for the coverage.


If You Take a Personal Leave of Absence
If you take a leave of absence for personal reasons, here is how your benefits will be
affected:

 Benefit Option                   What Happens During a Personal Leave of Absence
 Medical, Vision                  Coverage terminates the end of the month 30 days after your
                                  leave begins. When coverage ends, you may choose COBRA.
 Health Care Flexible             If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)           Industries, Inc. during your leave, your contributions continue
                                  on a before-tax basis to the end of the month plus one month
                                  from the day that your leave begins.
                                  If you are on an unpaid leave, your contributions stop. You
                                  can be reimbursed for eligible expenses incurred only during
                                  the time you made contributions. Expenses that you incur
                                  after the last day of the last pay period in which you made
                                  contributions are not eligible for reimbursement unless you
                                  elect COBRA. Once you no longer receive a paycheck, if you
                                  wish to continue your FSA, you can choose to continue with
                                  after-tax contributions through COBRA for the remainder of
                                  the plan year.
 Dependent Day Care Flexible      If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)           Industries, Inc. during your leave, your contributions continue
                                  on a before-tax basis to the end of the month plus one month

                                   Administrative Information
                                          April 2011
                                              -15-
 Benefit Option                   What Happens During a Personal Leave of Absence
                                  from the day that your leave begins.
                                  If you are on an unpaid leave, your contributions stop. You
                                  can be reimbursed for eligible expenses incurred during the
                                  balance of the plan year.
 Weekly Disability Insurance      Coverage terminates on the day your leave begins.
 Basic Life Insurance             Coverage terminates the end of the month 30 days after your
                                  leave begins. When coverage ends, you may choose
                                  conversion within 31 days.
 Optional Life Insurance          Coverage continues to the end of the month plus one month
 (employee, spouse, child)        from the day that your leave begins, provided you make
                                  required contributions. When coverage ends, you may choose
                                  conversion or portability within 31 days.
 Business Travel Accident         Coverage terminates on the day your leave begins.
 Insurance
 Basic Accidental Death and       Coverage terminates the end of the month 30 days after your
 Dismemberment (AD&D)             leave begins. When coverage ends, you may choose
                                  conversion within 31 days.
 Optional Accidental Death Coverage continues for up to one month from the day your
 and Dismemberment (AD&D) leave begins, provided you make required contributions.
                           When coverage ends, you may choose to convert to an
                           individual policy within 90 days.
 Group Legal                      Coverage terminates the end of the month 30 days after your
                                  leave begins.




If You Take an Educational Leave of Absence
If you take a leave of absence for educational reasons, here is how your benefits will be
affected:

 Benefit Option                   What Happens During an Educational Leave of Absence
 Medical, Vision                  Coverage terminates the end of the month the leave begins.
                                  When coverage ends, you may choose COBRA.
 Health Care Flexible             Your contributions stop. You can be reimbursed for eligible
 Spending Account (FSA)           expenses incurred only during the time you made
                                  contributions. Claims that you incur after the last day of the
                                  last pay period in which you made contributions are not
                                  eligible for reimbursement unless you elect COBRA. Once
                                  you no longer receive a paycheck, if you wish to continue
                                  your FSA, you can continue with after-tax contributions
                                  through COBRA for the remainder of the plan year.
                                   Administrative Information
                                          April 2011
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 Benefit Option                   What Happens During an Educational Leave of Absence
 Dependent Day Care Flexible      Your contributions stop. You can be reimbursed for eligible
 Spending Account (FSA)           expenses incurred during the balance of the plan year.
 Weekly Disability Insurance      Coverage ends on the day your leave begins.
 Basic Life Insurance             Coverage terminates the end of the month your leave begins.
                                  When coverage ends, you may choose conversion within 31
                                  days.
 Optional Life Insurance          Coverage continues to the end of the month plus one
 (employee, spouse, child)        additional month from the day your leave begins, provided
                                  you make required contributions. When coverage ends, you
                                  may choose conversion or portability within 31 days.
 Business Travel Accident         Coverage ends on the day your leave begins.
 Insurance
 Basic Accidental Death and       Coverage terminates the end of the month your leave begins.
 Dismemberment (AD&D)             When coverage ends, you may choose conversion within 31
                                  days.
 Optional Accidental Death Coverage continues for up to one month from the day your
 and Dismemberment (AD&D) leave begins, provided you make required contributions.
                           When coverage ends, you may choose to convert to an
                           individual policy within 90 days.
 Group Legal                      Coverage terminates the end of the month your leave begins.




If You Take a Family Leave of Absence
If you take a leave of absence for family reasons  for example, to care for a sick family
member  here is how your benefits will be affected:

 Benefit Option                   What Happens During a Family Leave of Absence
 Medical, Vision                  Coverage continues for the duration of your approved leave of
                                  absence, provided you make required contributions.
 Health Care Flexible             Your contributions stop. You can be reimbursed for eligible
 Spending Account (FSA)           expenses incurred only during the time you made
                                  contributions. Claims that you incur after the last day of the
                                  last pay period in which you made contributions are not
                                  eligible for reimbursement unless you elect COBRA. Once
                                  you no longer receive a paycheck, if you wish to continue
                                  your FSA, you can continue with after-tax contributions
                                  through COBRA for the remainder of the plan year.
 Dependent Day Care Flexible      Your contributions stop. You can be reimbursed for eligible
 Spending Account (FSA)           expenses incurred during the balance of the plan year.

                                  Administrative Information
                                         April 2011
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 Benefit Option                   What Happens During a Family Leave of Absence
 Weekly Disability Insurance      Coverage continues for the duration of your approved leave of
                                  absence.
 Basic Life Insurance             Coverage continues for the duration of your approved leave of
                                  absence.
 Optional Life Insurance          Coverage continues to the end of the month plus four
 (employee, spouse, child)        additional months from the day your leave begins, provided
                                  you make required contributions. When coverage ends, you
                                  may choose conversion or portability within 31 days.
 Business Travel Accident         Coverage continues for the duration of your approved leave of
 Insurance                        absence.
 Basic Accidental Death and       Coverage continues for the duration of your approved leave of
 Dismemberment (AD&D)             absence.
 Optional Accidental Death Coverage continues to the end of the month plus four
 and Dismemberment (AD&D) additional months from the day your leave begins, provided
                           you make required contributions. When coverage ends, you
                           may choose to convert to an individual policy within 90 days.
 Group Legal                      Coverage continues, provided you pay the required premiums
                                  for the coverage.

Your contributions will continue through automatic payroll deductions for as long as you
are receiving a paycheck. If your paychecks stop, you will be billed for continued
coverage. Failure to make required arrangements and payments may result in loss of
coverage.


If You Take a Military Leave of Absence/Military Mobilization
Huntington Ingalls Industries, Inc. complies with specific plan and contract provisions, as
well as federal and state laws regarding military leaves. If you take a military leave of
absence, are called to active military duty, or are reassigned to another military duty
station, here is how your benefits will be affected:

 Benefit Option                   What Happens During a Military Leave of Absence
 Medical, Vision                  Coverage terminates the end of the month 30 days after your
                                  leave begins. When coverage ends, you may choose COBRA.
 Health Care Flexible             If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)           Industries, Inc. during your leave, your contributions continue
                                  on a before-tax basis.

                                  If you are on an unpaid leave, your contributions stop. You
                                  can be reimbursed for eligible expenses incurred only during
                                  the time you made contributions. Claims that you incur after
                                  the last day of the last pay period in which you made
                                   Administrative Information
                                          April 2011
                                              -18-
                              contributions are not eligible for reimbursement unless you
                              elect COBRA. Once you no longer receive a paycheck, if you
                              wish to continue your FSA, you can continue with after-tax
                              contributions through COBRA for the remainder of the plan
                              year.
Dependent Day Care Flexible   If you are receiving a paycheck from Huntington Ingalls
Spending Account (FSA)        Industries, Inc. during your leave, your contributions continue
                              on a before-tax basis.

                              If you are on an unpaid leave, your contributions stop. You
                              can be reimbursed for eligible expenses incurred during the
                              balance of the plan year.
Weekly Disability Insurance   Coverage ends on the day your leave begins.
Basic Life Insurance          Coverage terminates the end of the month 30 days after your
                              leave begins. When coverage ends, you may choose
                              conversion within 31 days.
Optional Life Insurance       Coverage continues as long as you make the required
(employee, spouse, child)     contributions.
Business Travel Accident      Coverage terminates the day your leave begins.
Insurance
Basic Accidental Death &      Coverage terminates the end of the month 30 days after your
Dismemberment (AD&D)          leave begins. When coverage ends, you may choose
                              conversion within 31 days.
Optional Accidental Death Coverage stops on the day your leave begins. When coverage
and Dismemberment (AD&D) ends, you may choose to convert to an individual policy
                          within 90 days.
Group Legal                   Coverage terminates the end of the month 30 days after your
                              leave begins.




                              Administrative Information
                                     April 2011
                                         -19-
 Benefit Option                  What Happens During a Military Mobilization
 Medical, Vision                 Coverage continues, provided you pay the required premiums
                                 for the coverage.
 Health Care Flexible            If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)          Industries, Inc. during your leave, your contributions continue
                                 on a before-tax basis.

                                 If you are on an unpaid leave, your contributions stop. You
                                 can be reimbursed for eligible expenses incurred only during
                                 the time you made contributions. Claims that you incur after
                                 the last day of the last pay period in which you made
                                 contributions are not eligible for reimbursement unless you
                                 elect COBRA. Once you no longer receive a paycheck, if you
                                 wish to continue your FSA, you can continue with after-tax
                                 contributions through COBRA for the remainder of the plan
                                 year.
 Dependent Day Care Flexible     If you are receiving a paycheck from Huntington Ingalls
 Spending Account (FSA)          Industries, Inc. during your leave, your contributions continue
                                 on a before-tax basis.

                                 If you are on an unpaid leave, your contributions stop. You
                                 can be reimbursed for eligible expenses incurred during the
                                 balance of the plan year.
 Weekly Disability Insurance     Coverage ends on the day your leave begins.
 Basic Life Insurance            Coverage continues for the duration of your approved leave of
                                 absence.
 Optional Life Insurance         Coverage continues as long as you make the required
 (employee, spouse, child)       contributions.
 Business Travel Accident        Coverage ends on the day your leave begins.
 Insurance
 Basic Accidental Death &        Coverage terminates the end of the month 30 days after your
 Dismemberment (AD&D)            leave begins. When coverage ends, you may choose
                                 conversion within 31 days.
 Optional Accidental Death Coverage stops on the day your leave begins. When coverage
 and Dismemberment (AD&D) ends, you may choose to convert to an individual policy
                           within 90 days.
 Group Legal                     Coverage continues provided you pay the required premiums
                                 for the coverage.

For more information about a military leave of absence or military mobilization, you can
call the Huntington Ingalls Benefits Center (HIBC) at 1-877-216-3222 or contact your
local human resources office.

                                  Administrative Information
                                         April 2011
                                             -20-
If You Transfer
If you transfer from one business unit of Huntington Ingalls Industries, Inc. to another,
how your benefits are affected depends on the type of transfer.

If You Transfer From Huntington Ingalls Industries, Inc. Newport News Operations
as a Represented Employee to a Business Unit that Participates in Huntington Ingalls
Industries, Inc. Health Plan

You are treated as a new employee for purposes of the Huntington Ingalls Industries, Inc.
Health Plan.

If You Transfer From a Business Unit that Participates in the Huntington Ingalls
Industries, Inc. Health Plan To Huntington Ingalls Industries, Inc. Newport News
Operations as a Represented Employee

Here is how your benefits are affected:

 Benefit Option               What Happens to Your Benefits
 Medical, Vision              Coverage ends on your transfer date. You can select new coverage
                              under your new benefit program, if available. If coverage is not
                              available, you can choose COBRA.
 Health Care and              Coverage ends on your transfer date. If you want to continue your
 Dependent Day Care           previous FSA, you can continue with after-tax contributions
 Flexible Spending            through COBRA for the remainder of the plan year. You have
 Accounts (FSAs)              until December 31 following the end of the benefit plan year to
                              file claims for eligible expenses incurred during the benefit plan
                              year.
 All Other Benefits           Coverage ends on your transfer date. You may be eligible for
                              benefits under your new benefit program.


If Your Employment Ends
If your employment with Huntington Ingalls Industries, Inc. ends, how your benefits will
be affected depends on whether:

   You voluntarily quit or are discharged
   Your employment ends due to a layoff/reduction in force
   You retire
   Your employment ends due to disability
   You die while actively employed.




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                                          April 2011
                                              -21-
If You Voluntarily Quit or Are Discharged
If your employment ends because you voluntarily quit, or you are discharged, here is
what happens to your benefits:

 Benefit Option              What Happens to Your Benefits
 Medical, Vision             Coverage ends the end of the month you quit or are discharged
                             from the Company. You can select COBRA continuation within
                             60 days from the date you would lose coverage under the plan or
                             the date you receive a COBRA continuation notice, whichever is
                             later.
 Health Care Flexible        Your contributions stop on your termination date, and you can
 Spending Account (FSA)      submit eligible expenses incurred through your termination date
                             (unless you choose to continue with after-tax contributions
                             through COBRA within 60 days of your termination date).
 Dependent Day Care          Your contributions stop on your termination date. You can be
 Flexible Spending           reimbursed for eligible expenses incurred through the end of the
 Account (FSA)               plan year.
 Weekly Disability           Coverage ends on the date you quit or are discharged from the
 Insurance                   Company.
 Basic Life Insurance        Coverage ends 30 days after your last day of work. When
                             coverage ends, you may choose conversion within 31 days.
 Optional Life Insurance     Coverage stops on your termination date. You have 31 days to
 (employee, spouse, child)   choose to convert coverage to an individual whole life policy, or
                             choose portability.
 Business Travel Accident    Coverage ends on the date you quit or are discharged from the
 Insurance                   Company.
 Basic Accidental Death      Coverage ends 30 days after your last day of work. You have 31
 and Dismemberment           days to convert to an individual policy.
 (AD&D)
 Optional Accidental         Coverage stops on your termination date. You have 90 days to
 Death and                   convert to an individual policy.
 Dismemberment
 (AD&D)
 Group Legal                 Coverage ends the end of the month you quit or are discharged.




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                                         April 2011
                                             -22-
If Your Employment Ends Due to a Layoff/Reduction in Force
If your employment ends due to a layoff/reduction in force, the following chart describes
how your benefits may be affected.

 Benefit Option                  What Happens to Your Benefits
 Medical, Vision                 Coverage continues to the end of the month plus one month
                                 from your termination date, provided you pay the required
                                 premiums for the coverage. You can elect COBRA
                                 continuation within 60 days from the end of coverage.
 Health Care Flexible            Your contributions stop on your termination date, and you can
 Spending Account (FSA)          submit eligible expenses incurred through your termination
                                 date (unless you choose to continue your FSA with after-tax
                                 contributions through COBRA for the remainder of the plan
                                 year).
 Dependent Day Care              Your contributions stop on your termination date. You can file
 Flexible Spending Account       claims for eligible expenses incurred during the benefit plan
 (FSA)                           year.
 Weekly Disability Insurance     Coverage ends on your layoff date.
 Basic Life Insurance            Coverage continues to the end of the month, plus one month
                                 from your termination date. When coverage ends, you may
                                 choose conversion within 31 days.
 Optional Life Insurance         Coverage stops on your termination date. You have 31 days to
 (employee, spouse, child)       choose to convert coverage to an individual whole life policy,
                                 or choose portability.
 Business Travel Accident        Coverage ends on your layoff date.
 Insurance
 Basic Accidental Death and      Coverage continues to the end of the month, plus one month
 Dismemberment (AD&D)            from your termination date. When coverage ends, you may
                                 choose conversion within 31 days.
 Optional Accidental Death       Coverage stops on your termination date. You have 90 days to
 and Dismemberment               convert to an individual policy.
 (AD&D)
 Group Legal                     Coverage continues to the end of the month of your
                                 termination date, provided you pay the required contributions
                                 for the coverage.




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                                         April 2011
                                             -23-
If You Retire
Here is what happens to your benefits if you retire:

 Benefit Option                  What Happens to Your Benefits
 Medical, Vision                 Coverage under the plans for active employees continues to
                                 the end of the month in which you terminate employment. You
                                 may elect retiree medical coverage until you turn age 65 or
                                 become eligible for Medicare, whichever occurs first.
                                 You can elect vision coverage through COBRA within 60 days
                                 of your termination date for the vision plan.
 Health Care Flexible            Your contributions stop on your termination date, and you can
 Spending Account (FSA)          submit eligible expenses incurred through your termination
                                 date (unless you choose to continue your FSA with after-tax
                                 contributions through COBRA for the remainder of the plan
                                 year).
 Dependent Day Care              Your before-tax contributions stop on your termination date.
 Flexible Spending Account       You can file claims for eligible expenses incurred during the
 (FSA)                           benefit plan year.
 Weekly Disability Insurance     Coverage ends on your termination date.
 Basic Life Insurance            Coverage terminates 30 days after your last day of work.
                                 When coverage ends, you may choose conversion within 31
                                 days.
 Optional Life Insurance         Coverage stops on your termination date. You have 31 days to
 (employee, spouse, child)       convert coverage to an individual whole life policy, or choose
                                 portability.
 Business Travel Accident        Coverage ends on your termination date.
 Insurance
 Basic Accidental Death and      Coverage terminates 30 days after your last day of work. You
 Dismemberment (AD&D)            have 31 days to convert to an individual policy.
 Optional Accidental Death       Coverage stops on your termination date. You have 90 days to
 and Dismemberment               convert to an individual policy.
 (AD&D)
 Group Legal                     Coverage terminates the end of the month in which you
                                 terminate employment.




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                                          April 2011
                                              -24-
If Your Employment Ends Due to Disability
If your employment ends because you become disabled, here is what happens to your
benefits:

 Benefit Option                What Happens to Your Benefits
 Medical, Vision               If you retire from a “disability” status, your medical coverage
                               under the medical plan for active employees ends at the end of
                               the month of your termination date and you can elect to enroll
                               in the retiree medical plan until you turn age 65 or become
                               eligible for Medicare, whichever occurs first. Your vision
                               coverage terminates the end of the month in which you
                               terminate employment. You can elect COBRA continuation
                               for vision coverage.
 Health Care and Dependent     Not applicable. By the time a disability termination occurs,
 Day Care Flexible Spending    your contributions would have stopped.
 Accounts (FSAs)
 Weekly Disability Insurance   Coverage ends on your termination date.
 Basic Life Insurance          Coverage ends the earliest of:
                                The date you are no longer permanently and totally
                                  disabled
                                The date you reach age 65, if your total disability starts
                                  prior to age 60
                                If your disability commenced on or after age 60, coverage
                                  ends on the date you reach the following ages:
                                   Age 60 – 64, coverage continues for 5 additional years
                                   Age 65 – 69, coverage continues to age 70
                                   Age 70 and over, coverage continues for 3 additional
                                    months
                               When coverage ends, you have 31 days to convert to an
                               individual policy
 Optional Life Insurance       Coverage terminates 24 months after you become disabled or
 (employee, spouse, child)     upon retirement, whichever occurs first, as long as you have
                               continued the appropriate premium payments. When coverage
                               ends, you may choose conversion within 31 days.
 Business Travel Accident      Coverage ends 30 days after your last day of work.
 Insurance
 Basic Accidental Death and    Coverage ends on your termination date. You have 31 days to
 Dismemberment (AD&D)          convert to an individual policy.
 Optional Accidental Death     Coverage stops on your termination date. You have 90 days to
 and Dismemberment             convert to an individual policy.
 (AD&D)


                                Administrative Information
                                       April 2011
                                           -25-
 Benefit Option                  What Happens to Your Benefits
 Group Legal                     Coverage terminates the end of the month in which you
                                 terminate.

If You Die While Actively Employed
If you die while actively employed, here is what happens to your benefits:

 Benefit Option                  What Happens to Your Benefits
 Medical*, Vision                Dependent coverage terminates the end of the month in which
                                 the employee dies, provided premiums for this coverage are
                                 paid. Your dependents can then elect COBRA continuation
                                 within 60 days from the end of coverage.
 Health Care Flexible            Contributions stop on the date of your death. Your dependents
 Spending Account (FSA)          can file claims for eligible expenses incurred before your
                                 death. Your dependents also have the option to continue the
                                 FSA with after-tax contributions through COBRA for the
                                 remainder of the plan year.
 Dependent Day Care              Contributions stop on the date of your death. Your dependents
 Flexible Spending Account       can file claims for eligible expenses incurred through the end
 (FSA)                           of the plan year.
 Weekly Disability Insurance     Coverage terminates upon death.
 Basic Life Insurance            Coverage terminates upon death. Your beneficiary receives the
                                 amount of your life insurance.
 Optional Life Insurance         Your named beneficiary receives the amount of your life
 (employee)                      insurance.
 Optional Life Insurance         Coverage continues for 31 days from the date of your death,
 (spouse, child)                 during which time your dependent(s) can convert to an
                                 individual policy.
 Business Travel Accident        Coverage terminates upon death.
 Insurance
 Basic Accidental Death and      If you die in an accident, your beneficiary receives the amount
 Dismemberment (AD&D)            of your AD&D insurance, otherwise ends on the date of your
                                 death.
 Optional Accidental Death       If you die in an accident, your named beneficiary receives the
 and Dismemberment               amount of any optional AD&D insurance you selected.
 (AD&D)                          Coverage stops on the date of your death unless you chose
                                 family coverage, which continues to the end of the month plus
                                 one year from the date of your death.
 Group Legal                     Coverage terminates the end of the month the employee dies.

* If your death is due to a job-related accident or illness while you are actively employed
  and under age 65, your spouse’s and/or qualifying dependent(s)’s medical coverage
                                   Administrative Information
                                          April 2011
                                              -26-
    continues provided the required premiums are paid. Your spouse’s coverage will
    continue up to the time he or she turns age 65, becomes eligible for Medicare, or
    remarries  whichever happens first. Your qualifying dependent(s)’s coverage will
    continue for as long as he or she continues to qualify as an eligible dependent.

If You Are Rehired or Recalled
If you are rehired (after you were terminated) and you return to employment with
Huntington Ingalls Industries, Inc. or you are recalled (you were terminated for lack of
work or a reduction in workforce) and you return to work, how your benefits are affected
depends on when you return to work:

    If you are rehired or recalled during the same benefit plan year: Your prior benefit
     choices are reinstated on the date you return to work. Please call the Huntington
     Ingalls Benefits Center (HIBC) at 1-877-216-3222 to confirm your reinstatement is in
     place, or, if you have experienced a qualified life event, to verify or change your
     coverage.

    If you are rehired or recalled in a different benefit plan year: You are treated as a new
     employee for purposes of the Plan. Please call the Huntington Ingalls Benefits Center
     (HIBC) at 1-877-216-3222 for details.



COBRA Continuation of Coverage

What Is COBRA?
According to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA),
as amended, you and your enrolled family members are eligible to pay for continued
group health care coverage if you lose your benefits under certain circumstances,
including termination of employment (unless due to gross misconduct). Continued
coverage rights apply only to health care coverage (medical, vision, Employee Assistance
Plan, Retiree Prescription Drug Plan and health care flexible spending account), not to
other types of benefits (dependent day care flexible spending account, life insurance and
weekly disability insurance).

You and your enrolled family members will be considered qualified beneficiaries and can
continue coverage for a maximum of 18, 29, or 36 months, depending on the reason your
coverage ended, as shown in the chart below. If multiple circumstances occur, the
maximum period is a total of 36 months. For the health care flexible spending account,
you can continue participation until the end of the benefit plan year in which you lose
your benefits.

You and your eligible dependents have 60 days from the date coverage ends or the date
of receipt of your COBRA notice, whichever is later, to elect continued participation
under COBRA. (Each family member who is a qualified beneficiary may make a separate

                                     Administrative Information
                                            April 2011
                                                -27-
COBRA election.) You have an additional 45 days from the date of your election to pay
your first COBRA premium. After that time, your premium payments are due as of the
first of the month, with a 30-day grace period. If you do not make a timely election,
COBRA rights are waived.

If you elect COBRA continuation:
 Initially, you and your dependents will keep the same type of plan coverage you were
    enrolled in while an active employee.
 You may keep the same coverage category you had as an active employee or choose a
    different category. For example, if your spouse and all of your dependents were
    enrolled under the Huntington Ingalls Industries, Inc. Newport News Operations
    Anthem Keycare 150 Plan, you could choose to enroll all, some or none under
    COBRA.
 Coverage is effective on the date of the event that qualified you for COBRA
    coverage, unless you waive COBRA coverage and subsequently revoke your waiver
    within the 60-day election period. In that case, your coverage begins on the date you
    revoke your waiver.
 You may change plan coverage and coverage category (including adding eligible
    dependents) during the annual enrollment period or if you have a qualified life event.
 You may add newly acquired dependents during the benefit plan year.
 You can enroll your newly eligible spouse or child under the same guidelines that
    apply to active employees.
 If you or a covered dependent is Medicare eligible, Medicare pays primary for that
    individual, regardless of whether the individual enrolls in Medicare Parts A and/or B.


COBRA Continuation Period
 Qualifying Event                                    Maximum Continuation Period
                                                     Employee     Spouse          Child
 You lose coverage because you reduce your           18 months    18 months       18 months
 work hours or take unpaid leave
 You terminate employment for any reason             18 months    18 months       18 months
 (except gross misconduct)
 You or your dependent is disabled (as defined       29 months    29 months       29 months
 by Title II or XVI of the Social Security Act)
 during the first 60 days after COBRA begins
 You die                                             N/A          36 months       36 months
 You and your spouse legally separate or             N/A          36 months       36 months
 divorce
 You are already on COBRA and become                 N/A          18 months       18 months
 disabled and entitled to Medicare, which
 causes your dependents to lose coverage
 Your child no longer qualifies as a dependent       N/A          N/A             36 months

                                  Administrative Information
                                         April 2011
                                             -28-
Newly Eligible Child
If you, the former Huntington Ingalls Industries, Inc. employee, elect continuation
coverage and then have a child (either by birth, adoption, or placement for adoption)
during the period of continuation coverage, the new child is also eligible to become a
qualified beneficiary. In accordance with the terms of the Huntington Ingalls Industries,
Inc.-sponsored group health plan and the requirement of the federal law, these qualified
beneficiaries can be added to COBRA coverage by providing your local human resources
representative with notice of the new child’s birth, adoption or placement for adoption.
This notice must be provided within 30 days of birth, adoption, placement for adoption,
or appointment as a legal guardian. The notice must include the name of the new
qualified beneficiary, date of birth or adoption of new qualified beneficiary, and birth
certificate or adoption decree.

If you fail to notify Huntington Ingalls Industries, Inc. in a timely fashion regarding your
newly acquired child, you will not be offered the option to elect COBRA coverage for
that child. Newly acquired dependent child(ren) (other than children born to, adopted by,
or placed for adoption with the employee) will not be considered qualified beneficiaries,
but may be added to the employee’s continuation coverage, if enrolled in a timely
fashion, subject to the plan’s rules for adding a new dependent.


Cost for COBRA
COBRA participants pay monthly premiums for their coverage on the following basis:

 For health care coverage (medical, vision, Employee Assistance Plan, Retiree
  Prescription Drug Plan), premiums are based on the full group rate per enrolled
  person set at the beginning of the benefit plan year, plus 2% for administrative costs.
  Your spouse or child who is a qualified beneficiary making a separate election is
  charged the same rate as a single employee.

 Health care flexible spending account contributions can be continued through the end
  of the benefit plan year on an after-tax basis, plus the 2% administrative charge.

If you or your enrolled dependent is disabled, as defined by Social Security, COBRA
premiums for months 19 through 29 may be increased to reflect 150% of the full group
cost per person.

Premium payments for COBRA Continuation Coverage must be mailed to the
Huntington Ingalls Benefits Center at the address below:

Huntington Ingalls Benefits Center
P.O. Box 563912
Charlotte, NC 28256-3912




                                   Administrative Information
                                          April 2011
                                              -29-
Notification
You are notified by mail of your COBRA election rights and enrollment instructions
when you qualify due to a reduction in hours or termination of employment (other than
for gross misconduct). Your spouse and dependent children are notified of their COBRA
election rights when they lose health coverage with Huntington Ingalls Industries, Inc. as
a result of your death or Medicare entitlement.

If your dependents lose coverage due to divorce, legal separation, or loss of dependent
status, you (or a family member) must notify the Huntington Ingalls Benefits Center
(HIBC) at 1-877-216-3222 within 60 days of the event so that COBRA can be offered
and information on election rights can be mailed. Also, to extend coverage beyond 18
months because of disability, you must provide notice of the Social Security
Administration’s determination during the initial 18-month period and within 60 days of
the date you receive your determination letter.

Your Duties Upon a Second Qualifying Event
If an employee or covered family member experiences a second qualifying event that
would entitle him or her to additional months of continuation coverage, he or she must
notify the Huntington Ingalls Benefits Center. This notice must be provided in writing
and must include the name of the employee, the name of the qualified beneficiary
receiving COBRA coverage, and the type and date of second qualifying event.

This notice must be provided within 60 days from the date of the second qualifying event
(or, if later, the date coverage would normally be lost because of the second qualifying
event). In addition, the employee or covered family member may also be required to
provide a copy of a death certificate, divorce decree, separation agreement, and
dependent child(ren)’s birth certificate(s).

When Huntington Ingalls Industries, Inc. is notified that one of these events has
happened, the covered family member will automatically be entitled to the extended
period of continuation coverage. If an employee or covered family member fails to
provide the appropriate notice and supporting documentation to Huntington Ingalls
Industries, Inc. during this 60-day notice period, the covered family member will not be
entitled to extended continuation coverage.


Special Rules for Disability
The 18 months of COBRA coverage may be extended for up to 29 months if the
employee or covered family member is determined by the Social Security Administration
to be disabled (for Social Security disability purposes) at the time of the qualifying event
or at any time during the first 60 days of COBRA continuation coverage. This 11-month
extension is available to all family members who are qualified beneficiaries due to
termination or reduction in hours of employment, even those who are not disabled. To
benefit from the extension, the qualified beneficiary must notify the Huntington Ingalls
Benefits Center, within 60 days of the Social Security determination of disability and

                                   Administrative Information
                                          April 2011
                                              -30-
before the end of the original 18-month continuation coverage period. The notice must be
provided in writing and must include the name of the employee or qualified beneficiary
receiving COBRA coverage, information about his or her disability, and a copy of a letter
from the Social Security Administration indicating a disability determination.

If, during continued coverage, the Social Security Administration determines that the
qualified beneficiary is no longer disabled, the individual must notify the Huntington
Ingalls Benefits Center of this determination within 30 days of the date it is made, and
COBRA coverage will end. The notice must be provided in the same manner as, and
include the same information required for, a notice of disability as described above.

If a qualified beneficiary is disabled and another qualifying event occurs within the 29-
month continuation period, then the continuation coverage period is 36 months from the
termination of employment or reduction in hours.

Medicare
If you experience a qualifying event due to termination of employment or reduction of
hours within 18 months after you have enrolled in Medicare, your spouse and dependent
children who are qualified beneficiaries may elect COBRA for medical and/or
dental/vision coverage for up to 18 months measured from the date of your Medicare
enrollment.

Trade Reform Act of 2002
The Trade Reform act of 2002 created a special COBRA right applicable to employees
who have been terminated or experienced a reduction of hours and who qualify for a
“trade readjustment allowance” or “alternative trade adjustment assistance.” These
individuals can either take a tax credit or get advance payment of 65% of premiums paid
for qualified health insurance coverage, including COBRA continuation coverage. These
individuals are also entitled to a second opportunity to elect COBRA coverage for
themselves and certain family members (if they did not already elect COBRA coverage).
This election must be made within the 60-day period that begins on the first day of the
month in which the individual becomes eligible for assistance under the Trade Reform
Act of 2002. However, this election may not be made more than six months after the date
the individual’s group health plan coverage ends.


When COBRA Ends
COBRA coverage ends before the maximum continuation period ends if one of the
following occurs:

 You or your dependent becomes covered under another group health plan not offered
  by Huntington Ingalls Industries, Inc. after the date of your COBRA election (unless
  the plan has pre-existing condition limitations that affect the enrolled person)
 You or your dependent becomes enrolled in Medicare after the date of your COBRA
  election (if you or your dependent is not entitled to or enrolled in Medicare, you or

                                   Administrative Information
                                          April 2011
                                              -31-
  your dependent can continue coverage under COBRA until the maximum
  continuation period ends)
 You or your dependent fails to make a timely monthly payment. After the initial
  COBRA premium payment, payments are due on the first day of each month and, if
  your payment is not received within 31 days after the first day of the month (the
  “grace period”), coverage will be terminated effective as of the last day of the period
  for which payment was made. For example, if payment for May coverage is due
  May 1, and you fail to make the applicable payment by May 31, your coverage will
  be terminated retroactive to April 30.
 After your initial 18-month period, you or your dependent ceases to be considered
  disabled for Social Security purposes and is not otherwise eligible for a longer
  continuation coverage period
 Huntington Ingalls Industries, Inc. ceases to provide medical benefits to any
  employee.

COBRA and FMLA
For purposes of a Family and Medical Leave Act (FMLA) leave, you will be eligible for
COBRA, as described above, only if:

 You or your dependent is covered by the plan on the day before the leave begins (if
  you or your dependent becomes covered during the FMLA leave); and
 You do not return to employment at the end of the FMLA leave.

A leave that qualifies under the Family and Medical Leave Act (FMLA) does not make
you eligible for COBRA coverage. However, regardless of whether you lose coverage
because of nonpayment of premium during an FMLA leave, you are still eligible for
COBRA on the last day of the FMLA leave if you decide not to return to active
employment. Your COBRA continuation coverage will begin on the earliest of the
following to occur:

 When you definitively inform Huntington Ingalls Industries, Inc. that you are not
  returning at the end of the leave, or
 The end of the leave, assuming you do not return to work.

Questions About COBRA
If you have any questions about COBRA coverage or the application of the law, please
contact your local human resources representative or contact the nearest Regional or
District Office of the U.S. Department of Labor’s Employee Benefits Security
Administration (EBSA). Addresses and phone numbers of Regional and District EBSA
Offices are available through EBSA’s website at www.dol.gov/ebsa.

Keep Your Plan Informed of Address Changes
In order to protect your and your family’s rights, you should keep your local human
resources representative informed of any changes in your or your family members’
addresses. You should also keep a copy, for your records, of any notices you send.

                                  Administrative Information
                                         April 2011
                                             -32-
Uniformed Services Employment and Reemployment Rights Act of 1994
(USERRA)
If you have taken leave to perform service in the uniformed services, you may also
qualify to purchase continuation coverage for yourself and any covered dependents
pursuant to the Uniformed Services Employment and Reemployment Rights Act of 1994
(“USERRA”). Continuation coverage rights under USERRA are similar to COBRA
continuation coverage rights.

In order to qualify for USERRA continuation coverage, you must be performing duty on
a voluntary or involuntary basis in a uniformed service (see below) under competent
authority. Service includes active duty, active and inactive duty for training, National
Guard duty under federal law and a period for which you are absent for an examination to
determine your fitness to perform those duties. Service also includes a period for which
you are absent to perform funeral honors duty as authorized by law and services as an
intermittent disaster-response appointee of the National Disaster Medical System.
Uniformed services means the following: Armed Forces; Army National Guard; Air
National Guard when engaged in active duty for training, inactive duty training, or
fulltime National Guard duty; the commissioned corps of the Public Health Service; and
any other category of persons designated by the president in time of war or national
emergency.

Duration of Coverage
If you qualify to continue coverage under USERRA, you may continue coverage for
yourself and any covered dependents for whom you elect coverage for up to 24 months
from the date your coverage would end because of your leave. Your USERRA coverage
will end earlier than the end of the 24-month period if:

 You fail to pay the required premiums on a timely basis as described in the “COBRA
  Continuation of Coverage” section of this summary plan description and the COBRA
  election and payment materials that will be provided to you when you experience a
  COBRA qualifying event
 You fail to return to work within the time required under USERRA
 You lose your USERRA rights because you are dishonorably discharged or because
  of other conduct specified in USERRA.

COBRA coverage and USERRA coverage begin at the same time and run concurrently.
As noted in the “COBRA Continuation of Coverage” section, COBRA coverage can
continue for up to 18 months and is subject to extension and early termination in certain
circumstances that do not apply under USERRA.

If you elect COBRA coverage on a timely basis and are eligible for USERRA
continuation coverage, your COBRA election will also be treated as an election of
USERRA. All of the rules and procedures regarding COBRA coverage apply to
USERRA coverage, except that the deadline for electing continuation coverage will not
apply to USERRA coverage if under the circumstances it was unreasonable or impossible
for you to make a timely election of coverage (for example, emergency military
                                   Administrative Information
                                          April 2011
                                              -33-
deployment). Also, if your military leave is for less than 31 days, you will be required to
pay only the normal employee contribution for the level of coverage you continue.


Continuing Health Coverage under the Family Medical Leave Act (FMLA)
Under the Family and Medical Leave Act of 1993, you may be eligible to take up to 12
work-weeks of unpaid leave during any 12-month period for any one of the following
reasons:

   To care for your child after birth, placement for adoption or foster care
   To care for your spouse, child or parent with a serious health condition. or
   For your own serious health condition.

To be eligible for leave you must have been a full-time employee for at least 12 months
and have provided at least 1,250 hours of service during this 12-month period.
Individuals who work for a business that has less than 50 employees within 75 miles of
the worksite are excluded from coverage under the Family and Medical Leave Act. Your
employer can provide specific information on your company’s policies regarding the
Family and Medical Leave Act, and explain any steps required for having an unpaid
leave approved.

Health plan coverage can be maintained during an approved unpaid leave at the same
level and under the same conditions you had during active employment. This includes
any opportunities to make changes in health program options or coverage levels as
available to active employees.

If you elect to maintain health plan coverage during unpaid leave, you must continue to
make the same contribution payments toward that coverage as would be required of an
active employee or coverage will lapse. Under certain circumstances, if an employee does
not return to work, Huntington Ingalls Industries Inc. Newport News Operations may
recover any contributions for health plan coverage made on the employee’s behalf for
health coverage during the leave period.

If you elect not to continue health plan coverage during your leave, your coverage will be
reinstated when you return to active employment on the same terms available to other
active employees.

Amendment and Termination of Plans
Huntington Ingalls Industries, Inc. Newport News Operations expect to continue the
benefit plans described herein, but retain the right to terminate, amend or end
participation in any plan as set forth in the individual Plan documents or SPDs. An
amendment or termination of any plan may affect not only the coverages of active
employees (and their covered dependents) but also of participants with COBRA coverage
and former employees who retired, died or otherwise terminated employment.
Huntington Ingalls Industries, Inc. Newport News Operations also reserves the right to

                                   Administrative Information
                                          April 2011
                                              -34-
change the amount of required employee contributions in connection with annual
enrollment periods.

Payment of Benefits
Benefits under these plans will be paid only if the Plan Administrator (including any
third-party claims administrator to whom the company has delegated claims processing
responsibility) decides in their discretion that the applicant is entitled to them.

Your rights and benefits under these plans cannot be assigned, sold, transferred or
pledged by you or reached by your creditors or anyone else except under limited
circumstances (e.g., qualified domestic relations order).

Employment Status
The plans are not a contract of employment nor a consideration for your employment.
The plans do not give you the right to be retained as an employee. All employees remain
subject to termination, layoff, or discipline as if the plans had not been put into effect.


Information Specific to the Huntington Ingalls Industries, Inc. Newport News
Operations Cash Balance Plan and Pension Plan for Employees Covered by
The International Association of Fire Fighters, Local Union I-45, Collective
Bargaining Agreement, and the Huntington Ingalls Industries, Inc. Newport
News Operations Savings (401(k)) Plan for Union Eligible Employees

Plan Assets
All assets of the above Plans are held in one or more trusts. Plan assets are held for the
exclusive benefit of plan participants. All benefit payments are made directly from the
trust fund.

Unclaimed Benefits
A delay in applying for benefits may cause a delay in your payment. If you move and do
not notify the Plan Administrator of your new address, your benefit payment may be
delayed until the Plan Administrator locates you. Likewise, you should notify the Plan
Administrator when your beneficiary moves and his or her address changes.

Under state law, if the Plan Administrator cannot locate you for a specified period of
time, you may forfeit your benefits to a state government. If this is the case, you must
apply to the state to receive your benefit.


Contact and Plan Information
The charts on the following pages contain plan contact information, provided in
accordance with ERISA (Employee Retirement and Income Security Act). All plans were
established consistent with the provisions of previous and current collective bargaining
                                    Administrative Information
                                           April 2011
                                               -35-
agreements. All plans are included in the current agreement between Huntington Ingalls
Industries, Inc, Newport News Operations and The International Association of Fire
Fighters, Local Union I-45, the bargaining agent, which agreement is effective February
15, 2010 through June 8, 2014.

The agent for service of legal process for all plans is:

Huntington Ingalls Industries, Inc.
c/o Corporate Secretary
4101 Washington Avenue
Newport News, VA 23607

Service of legal process may also be made upon the Plan Administrator or the Trustee.




                                      Administrative Information
                                             April 2011
                                                 -36-
Contact Information: Vision Plan
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Vision Plan for Employees Covered by The International
                              Association of Fire Fighters, Local Union I-45, Collective
 ERISA Plan Name:             Bargaining Agreement; the Plan is a component plan under
                              the Huntington Ingalls Industries, Inc. Group Benefits Plan


 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Self-Insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington AvenueNewport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the the plan
                              administrator.
 Benefit Plan Year:           July 1 – June 30
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501
 Claims Administrator:        Vision Service Plan (VSP)
                              333 Quality Drive
                              Rancho Cordova, CA 95670


 Source of Contributions:     Employee contributions




                                Administrative Information
                                       April 2011
                                           -37-
Contact Information: Health Care Flexible Spending Accounts
 ERISA Plan Name:             Huntington Ingalls Industries, Inc. Newport News Operations
                              Health Care Flexible Spending Accounts for Employees
                              Covered by The International Association of Fire Fighters,
                              Local Union I-45, Collective Bargaining Agreement; the Plan
                              is a component plan under the Huntington Ingalls Industries,
                              Inc. Group Benefits Plan



 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Huntington Ingalls Industries, Inc. self-insures the Health Care
                              Flexible Spending Account Plan
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan administrator.
 Benefit Plan Year:           July 1 – June 30
 Plan Number:                 . The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501
 Claims Administrator:        Benesyst Inc.
                              800 Washington Ave.
                              Minneapolis, MN 55401


 Source of Contributions:     Employee contributions




                                Administrative Information
                                       April 2011
                                           -38-
Contact Information: Dependent Care Flexible Spending Account
 ERISA Plan Name:             Huntington Ingalls Industries, Inc. Newport News Operations
                              Dependent Care Flexible Spending Account Plan for
                              Employees Covered by The International Association of Fire
                              Fighters, Local Union I-45, Collective Bargaining Agreement;
                              the Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan


 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Huntington Ingalls Industries, Inc. self-insures the Dependent
                              Care Flexible Spending Account Plan
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the the plan
                              administrator.
 Benefit Plan Year:           July 1 – June 30
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501.
 Claims Administrator:        Benesyst Inc.
                              800 Washington Ave.
                              Minneapolis, MN 55401


 Source of Contributions:     Employee contributions




                                Administrative Information
                                       April 2011
                                           -39-
Contact Information: Life Insurance
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Life Insurance Plan for Employees Covered by The
                              International Association of Fire Fighters, Local Union I-45,
                              Collective Bargaining Agreement; the Plan is a component
 ERISA Plan Name:             plan under the Huntington Ingalls Industries, Inc. Group
                              Benefits Plan



 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607

 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan administrator.
 Benefit Plan Year:           July 1 – June 30
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501.
 Insured by:                  MetLife
                              One Madison Avenue
                              New York, NY 10010
 Claims Administrator:        MetLife
                              Group Life Claims
                              5950 Airport Road
                              Oriskany, NY 15434

 Source of Contributions:     Insurance premiums are paid by Huntington Ingalls Industries,
                              Inc. and participants. Benefits are paid through an insurance
                              contract.



                                Administrative Information
                                       April 2011
                                           -40-
Contact Information: Business Travel Accident Insurance
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Business Travel Accident Insurance Plan for Employees
                              Covered by The International Association of Fire Fighters,
                              Local Union I-45, Collective Bargaining Agreement; the Plan
 ERISA Plan Name:             is a component plan under the Huntington Ingalls Industries,
                              Inc. Group Benefits Plan



 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan administrator.
 Benefit Plan Year:           January 1 – December 31
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501.
 Insured by:                  Life Insurance Company of North America (LINA)
                              1601 Chestnut Street
                              Philadelphia, PA 19192-2235
                              1-800-238-2125
 Claims Administrator:        CIGNA Group Insurance
                              1600 West Carson Street, Suite 300
                              Philadelphia, PA 15219
                              1-800-238-2125
 Source of Contributions:     Insurance premiums are paid by Huntington Ingalls Industries,
                              Inc. Benefits are paid through an insurance contract.



                                Administrative Information
                                       April 2011
                                           -41-
Contact Information: Accidental Death and Dismemberment (AD&D) Insurance
                             Huntington Ingalls Industries, Inc. Newport News
                             Operations Accidental Death and Dismemberment Insurance
                             Plan for Employees Covered by The International
ERISA Plan Name:             Association of Fire Fighters, Local Union I-45, Collective
                             Bargaining Agreement; the Plan is a component plan under
                             the Huntington Ingalls Industries, Inc. Group Benefits Plan
                             .
Employer:                    Huntington Ingalls Industries, Inc. Newport News
                             Operations
                             4101 Washington Avenue
                             Newport News, VA 23607
Employer Identification      90-0607005
Number (EIN):
Type of Plan:                Welfare benefit plan
Type of Administration:      Insured
Plan Administrator:          Employee Welfare Benefits Committee
                             Huntington Ingalls Industries, Inc.
                             4101 Washington Avenue
                             Newport News, VA 23607
Agent for Service of Legal   Huntington Ingalls Industries, Inc.
Process:                     c/o Corporate Secretary
                             4101 Washington Avenue
                             Newport News, VA 23607
                             Service of process may also be made to the plan
                             administrator.
Benefit Plan Year:           July 1 – June 30
Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                             Industries, Inc. Group Benefits Plan; plan 501.
Insured by:                  Life Insurance Company of North America (LINA)
                             1601 Chestnut Street
                             Philadelphia, PA 19192-2235
                             1-800-238-2125
Claims Administrator:        CIGNA Group Insurance
                             1600 West Carson Street, Suite 300
                             Philadelphia, PA 15219
                             1-800-238-2125


Source of Contributions:     Premiums are paid by Huntington Ingalls Industries, Inc. and

                                 Administrative Information
                                        April 2011
                                            -42-
participants.




  Administrative Information
         April 2011
             -43-
Contact Information: Weekly Disability Insurance Plan
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Weekly Disability Insurance Plan for Employees Covered by
                              The International Association of Fire Fighters, Local Union I-
                              45, Collective Bargaining Agreement Effective February 15,
 ERISA Plan Name:             2010 through June 8, 2014; the Plan is a component plan
                              under the Huntington Ingalls Industries, Inc. Group Benefits
                              Plan



 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Self-insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan
                              administrator.
 Benefit Plan Year:           Plan records are maintained on a policy year basis (June 1
                              through May 31).
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501..
 Claims Administrator:        Aetna Life Insurance Company
                              PO Box 14554
                              Lexington, Kentucky 40512-4554
                              1-877-465-0424
 Source of Contributions:     Premiums are paid by Huntington Ingalls Industries, Inc.




                                Administrative Information
                                       April 2011
                                           -44-
Contact Information: Employee Assistance Plan
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Employee Assistance Plan for Employees Covered by The
                              International Association of Fire Fighters, Local Union I-45,
                              Collective Bargaining Agreement Effective February 15,
 ERISA Plan Name:             2010 through June 8, 2014; the Plan is a component plan
                              under the Huntington Ingalls Industries, Inc. Group Benefits
                              Plan


 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan
                              administrator.
 Benefit Plan Year:           July 1 – June 30
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501
 Insured by:                  ValueOptions
                              340 Golden Shore Avenue
                              Beach, CA 90802
 Claims Administrator:        ValueOptions
                              340 Golden Shore Avenue
                              Long Beach, CA 90802
                              (800) 982-8161


 Source of Contributions:     Huntington Ingalls Industries, Inc. pays the premiums.


                                Administrative Information
                                       April 2011
                                           -45-
Contact Information: Pension Plan
Plan Sponsor/Employer          Huntington Ingalls Industries, Inc. Newport News
                               Operations
                               4101 Washington Avenue
                               Newport News, VA 23607
Plan Sponsor/Employer EIN      90-0607005
Type of Plan                   Defined benefit pension plan
Type of Funding                Under a trust
Plan Number                    001
Plan Name                      Huntington Ingalls Industries, Inc. Newport News
                               Operations Pension Plan for Employees Covered by The
                               International Association of Fire Fighters, Local Union I-
                               45, Collective Bargaining Agreement
                               Administrative Committee
                               Huntington Ingalls Industries, Inc. Newport News
Plan Administrator             Operations Pension Plan for Employees Covered by The
                               International Association of Fire Fighters, Local Union I-
                               45, Collective Bargaining Agreement
                               Huntington Ingalls Industries, Inc.
                               4101 Washington Avenue
                               Newport News, VA 23607
Agent for Service of Legal     Corporate Secretary
Process                        Huntington Ingalls Industries, Inc.
                               4101 Washington Avenue
                               Newport News, VA 23607
                               Service of process may also be made to the plan trustee or
                               the plan administrator.
Plan Trustee                   State Street Bank and Trust Company
                               Master Trust Client Services
                               One Enterprise Drive - W6C
                               North Quincy, MA 02171
Plan Year End                  December 31
Source of Contributions        Contributions are made by Huntington Ingalls Industries,
                               Inc. Newport News Operations. No employee contribu-
                               tions are permitted.




                               Administrative Information
                                      April 2011
                                          -46-
Contact Information: Cash Balance Pension Plan
Plan Sponsor/Employer          Huntington Ingalls Industries, Inc. Newport News
                               Operations
                               4101 Washington Avenue
                               Newport News, VA 23607
Plan Sponsor/Employer EIN      90-0607005
Type of Plan                   Defined benefit pension plan
Type of Funding                Under a trust
Plan Number                    001
Plan Name                      Huntington Ingalls Industries, Inc. Newport News
                               Operations Cash Balance Pension Plan for Employees
                               Covered by The International Association of Fire Fighters,
                               Local Union I-45, Collective Bargaining Agreement
Plan Administrator             Administrative Committee
                               Huntington Ingalls Industries, Inc. Newport News
                               Operations Cash Balance Pension Plan for Employees
                               Covered by The International Association of Fire Fighters,
                               Local Union I-45, Collective Bargaining Agreement
                               Huntington Ingalls Industries, Inc.
                               4101 Washington Avenue
                               Newport News, VA 23607
Agent for Service of Legal     Corporate Secretary
Process                        Huntington Ingalls Industries, Inc.
                               4101 Washington Avenue
                               Newport News, VA 23607
                               Service of process may also be made to the plan trustee or
                               the plan administrator.
Plan Trustee                   State Street Bank and Trust Company
                               Master Trust Client Services
                               One Enterprise Drive - W6C
                               North Quincy, MA 02171
Plan Year End                  December 31
Source of Contributions        Contributions are made by Huntington Ingalls Industries,
                               Inc. Newport News Operations. No employee contribu-
                               tions are permitted.




                              Administrative Information
                                     April 2011
                                         -47-
Contact Information: Savings (401(k)) Plan
 Plan Sponsor/Employer:       Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Plan Sponsor/Employer        90-0607005
 EIN:
 Type of Plan:                401(k)
 Type of Funding:             Under a Trust
 Plan Number:                 007
 Plan Name:                   Huntington Ingalls Industries, Inc. Newport News Operations
                              Savings (401(k)) Plan for Union Eligible Employees
 Plan Administrator:          Administrative Committee
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Savings (401(k)) Plan for Union Eligible Employees
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan trustee or the
                              plan administrator.
 Plan Trustee:                Wells Fargo
                              1021 East Cary Street, 6th Floor
                              Richmond, VA 23219
 Plan Year End:               December 31
 Sources of Contributions:    Huntington Ingalls Industries, Inc. Newport News Operations
                              and participant contributions




                                Administrative Information
                                       April 2011
                                           -48-
Contact Information: Medicare Reimbursement Plan
Plan Name:                   Medicare Premium Reimbursement Program for Huntington
                             Ingalls Industries, Inc. Newport News Operations Hourly
                             Retirees and their Eligible Spouses;
                             The Plan is a component plan under the Huntington Ingalls
                             Industries, Inc. Retiree Welfare Benefits Plan
Employer:                    Huntington Ingalls Industries, Inc. Newport News
                             Operations
                             4101 Washington Avenue
                             Newport News, VA 23607
Employer Identification      90-0607005
Number (EIN):
Type of Plan:                Welfare Benefit Plan
Type of Administration:      Self-insured and self-administered
Plan Administrator:          Employee Welfare Benefits Committee
                             Huntington Ingalls Industries, Inc.
                             4101 Washington Avenue
                             Newport News, VA 23607
Agent for Service of Legal   Huntington Ingalls Industries, Inc.
Process:                     c/o Corporate Secretary
                             Huntington Ingalls Industries, Inc.
                             4101 Washington Avenue
                             Newport News, VA 23607
                             Service of process may also be made to the plan
                             administrator.
Benefit Plan Year:           January – December
Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                             Industries, Inc. Retiree Welfare Benefits Plan; plan 502
                             .
Claims Administrator:        Huntington Ingalls Benefits Center
                             P.O. Box 563912
                             Charlotte, NC 28256-3912
                             1-877-216-3222
Source of Contributions:     Huntington Ingalls Industries, Inc.




                                 Administrative Information
                                        April 2011
                                            -49-
Contact Information: Retiree Prescription Drug Plan
 ERISA Plan Name:             Huntington Ingalls Industries, Inc. Newport News
                              Operations Retiree Prescription Drug Plan for Retirees
                              Formerly Covered by The International Association of Fire
                              Fighters, Local Union I-45, Collective Bargaining
                              Agreement;
                              The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Retiree Welfare Benefits Plan


 Employer:                    Huntington Ingalls Industries, Inc. Newport News
                              Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Welfare benefit plan
 Type of Administration:      Self Insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan
                              administrator.
 Benefit Plan Year:           January 1 – December 31
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Retiree Welfare Benefits Plan; plan 502


 Claims Administrator:        Express Scripts
                              P.O. Box 66773
                              St. Louis, MO 63166-6773


 Source of Contributions:     Huntington Ingalls Industries, Inc. and participant
                              contributions



                                Administrative Information
                                       April 2011
                                           -50-
Contact Information: Group Legal Plan
                              Huntington Ingalls Industries, Inc. Newport News Operations
                              Group Legal Plan for Employees Covered by The International
                              Association of Fire Fighters, Local Union I-45, Collective
 ERISA Plan Name:             Bargaining Agreement
                              The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan


 Employer:                    Huntington Ingalls Industries, Inc. Newport News Operations
                              4101 Washington Avenue
                              Newport News, VA 23607
 Employer Identification      90-0607005
 Number (EIN):
 Type of Plan:                Group legal plan
 Type of Administration:      Fully insured
 Plan Administrator:          Employee Welfare Benefits Committee
                              Huntington Ingalls Industries, Inc.
                              4101 Washington Avenue
                              Newport News, VA 23607
 Agent for Service of Legal   Huntington Ingalls Industries, Inc.
 Process:                     c/o Corporate Secretary
                              4101 Washington Avenue
                              Newport News, VA 23607
                              Service of process may also be made to the plan administrator.

 Benefit Plan Year:           January 1 – December 31
 Plan Number:                 The Plan is a component plan under the Huntington Ingalls
                              Industries, Inc. Group Benefits Plan; plan 501
 Insured by:                  Hyatt Legal Plans, Inc.
                              Eaton Center 1111 Superior Avenue
                              Cleveland, Ohio 44114-2507
 Claims Administrator:        Hyatt Legal Plans, Inc.
                              Eaton Center 1111 Superior Avenue
                              Cleveland, Ohio 44114-2507


 Source of Contributions:     Employee contributions




                                Administrative Information
                                       April 2011
                                           -51-

				
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