Exhibit 10.1

SECOND AMENDMENT TO

APPENDIX G TO THE HUNTINGTON INGALLS INDUSTRIES SUPPLEMENTAL PLAN 2—OFFICERS SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (OSERP)

WHEREAS, Huntington Ingalls Industries, Inc. (the “Employer”) maintains Appendix G to the Huntington Ingalls Industries Supplemental Plan 2—Officers Supplemental Executive Retirement Plan (the “OSERP”), has the power to amend the OSERP and now wishes to do so;

NOW, THEREFORE , effective December 31, 2018, the OSERP is hereby amended as follows:

(f)    After June 2008 and on or before December 31, 2018, the only employees who shall become eligible to participate in the Program shall be:

(1)    individuals who become elected or appointed officers of the Company after June 2008 due to rehire or promotion, provided they have been and continue to be actively accruing benefits under a Company-sponsored qualified defined benefit pension plan, and

(2)    any other individuals designated for participation in writing by the Vice President, Compensation, Benefits and International (as such title may be modified from time to time).

After December 31, 2018, no further employees shall become eligible to participate in the Program.

IN WITNESS WHEREOF , the undersigned, being an authorized representative of the Employer, has caused this Amendment to the OSERP to be executed as of the date first set forth above.

EXHIBIT 10.2

Severance Plan for

Elected and Appointed Officers of Huntington Ingalls

Industries

Amended and Restated (effective January 1, 2019)

If the Officer is not covered by medical, dental, and vision benefits at the time of his termination, this section 4(b) will not apply and no continuation coverage will be offered. No health or welfare benefits other than medical, dental, and vision will be continued pursuant to the Plan, including but not limited to disability benefits.

The medical, dental, and vision benefits to be provided or payments to be made under this section 4(b) shall be reduced to the extent that the Officer is eligible for benefits or payments for the same occurrence under another employer sponsored plan to which the Officer is entitled because of his employment subsequent to the Qualifying Termination.

To the extent the benefits under this section 4(b) are, or ever become, subject to Code section 409A, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

In the event the preceding sentence applies and the Officer is a Key Employee at Separation from Service, provision of these benefits after the COBRA period shall commence on the first day of the seventh month following the Officer’s Separation from Service (or, if earlier, the first day of the month after the Officer’s death). Each payment of the benefits described in this Section 4(b) shall be considered a separate “payment” for purposes of Code section 409A.

Huntington Ingalls Industries, Inc.

Attn: Administrative Committee

4101 Washington Avenue

Newport News, Virginia 23607

(757) 380-2000

The Administrative Committee may delegate any of its administrative or fiduciary authority, including the authority to hear claims and appeals, to other Company officers or employees.

Claims Procedure. If an Officer believes that he or she is entitled to benefits under the Plan and has not received them, the Officer or his authorized representative (each, a “claimant”) may file a claim for benefits by writing to the Administrative Committee. The letter must state the reason why the claimant believes the Officer is entitled to benefits, and the letter must be received no later than 90 days after the Officer’s termination of employment, or 90 days after a payment was due, whichever comes first. The Administrative Committee or its designee will evaluate the claim and make a determination

to accept or deny the claim. If the claim is denied, in whole or in part, the claimant will receive a written response within 90 days. This response will include (i) the reason(s) for the denial, (ii) reference(s) to the specific Plan provisions on which denial is based, (iii) a description of any additional information necessary to perfect the claim, and (iv) a description of the Plan’s claims and appeals procedures. In some cases more than 90 days may be needed to make a decision, in which case the claimant will be notified prior to the expiration of the 90 days that more time is needed to review the claim and the date by which the Plan expects to render the decision. In no event will the extension be for more than an additional 90 days.

Appeal of Denied Claim. The claimant may appeal a denied claim by filing an appeal with the Administrative Committee within 60 days after the claim is denied. The appeal should be sent to the address provided in Section 6 above. As part of the appeal process the claimant will be given the opportunity to submit written comments and information and be provided, upon request and free of charge, with copies of documents and other information relevant to the claim. The review on appeal will take into account all information submitted on appeal, whether or not it was provided for in the initial benefit determination. A decision will be made on the appeal within 60 days, unless additional time is needed. If more time is needed, the claimant will be notified prior to the expiration of the 60 days that up to an additional 60 days is needed and the date by which the Plan expects to render the decision. If the claim is denied, in whole or in part, on appeal the claimant will receive a written response which will include (i) the reason(s) for the denial, (ii) references to the specific Plan provisions on which the denial is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, copies of all documents and other information relevant to the claim on appeal, and (iv) a description of the Plan’s claims and appeals procedures.

If the claim is denied on appeal, the Officer has the right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended. Any claimant must pursue all claims and appeals procedures described in the Plan document before seeking any other legal recourse with respect to Plan benefits. In addition, any lawsuit must be filed within six months from the date of the denied appeal, or two years from the Officer’s termination date, whichever occurs first.

Appendix A

The following benefits shall apply to the Chief Executive Officer (“CEO”) of the Company and elected officers who report directly to the CEO:

Section 4(a). Lump-sum Cash Severance Payment. The lump sum cash severance payment shall equal one and one half (1.5) times the sum of (A) one year’s base salary as in effect on the effective date of the Officer’s termination, plus (B) the Officer’s target annual bonus established under the Company’s annual incentive plan in which he or she was a participant for the fiscal year in which the date of termination occurs. No supplemental bonuses or other bonuses will be combined with the Officer’s annual bonus for purposes of this computation.

Section 4(b). Extension of Medical, Dental, and Vision Benefits. The Company will continue to pay its portion of the Officer’s medical, dental, and vision benefits for eighteen months following the Officer’s termination date.

Section 4(d)(i). Financial Planning. If the Officer is eligible for financial planning reimbursement at the time of termination, the Officer will be reimbursed for any financial planning fees incurred before his termination date. In addition, the Officer will be reimbursed for the following financial planning fees incurred after his termination date:(i) any fees incurred in the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year (including fees incurred before and after the date of termination) shall not exceed $30,000 for the CEO and shall not exceed $15,000 for any elected officer who reports directly to the CEO and (ii) any fees incurred in the year following the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year shall not exceed $30,000 for the CEO and shall not exceed $15,000 for any elected officer who reports directly to the CEO.

Appendix B

The following benefits shall apply to elected officers who do not report directly to the CEO and to appointed officers:

Section 4(a). Lump-sum Cash Severance Payment. The lump sum cash severance payment shall equal the sum of (A) one year’s base salary as in effect on the effective date of the Officer’s termination, plus (B) the Officer’s target annual bonus established under the Company’s annual incentive plan in which he or she was a participant for the fiscal year in which the date of termination occurs. No supplemental bonuses or other bonuses will be combined with the Officer’s annual bonus for purposes of this computation.

Section 4(b). Extension of Medical, Dental, and Vision Benefits. The Company will continue to pay its portion of the Officer’s medical, dental, and vision benefits for one year following the Officer’s termination date.

Section 4(d)(i). Financial Planning. If the Officer is eligible for financial planning reimbursement at the time of termination, the Officer will be reimbursed for any financial planning fees incurred before his termination date. In addition, the Officer will be reimbursed for the following financial planning fees incurred after his termination date:(i) any fees incurred in the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year (including fees incurred before and after the date of termination) shall not exceed $15,000 for any elected officer and shall not exceed $5,000 for any appointed officer and (ii) any fees incurred in the year following the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year shall not exceed $15,000 for any elected officer and shall not exceed $5,000 for any appointed officer.

EXHIBIT 10.3

HUNTINGTON INGALLS INDUSTRIES, INC. ANNUAL INCENTIVE PLAN

As amended and restated December 13, 2018

SECTION I

PURPOSE

The Company maintains an annual incentive program to promote the success of the Company by providing incentives to participating employees to render its operations profitable and to achieve other Company goals and objectives. Participating employees have varying degrees of impact on the overall success and performance of the Company, and the Plan is structured to provide for the appropriate incentive level for each Participant.

SECTION II

DEFINITIONS

SECTION III

PARTICIPATION

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SECTION IV

GOAL SETTING AND PERFORMANCE CRITERIA

Goal setting and performance planning are essential elements of Plan administration. This requires establishing Performance Criteria, such as goals, goal weights, and performance measures. The Committee approves the annual business, financial and any supplemental goals for the Company, as described below, in connection with the start of each Performance Year. When determining the annual business, financial and any supplemental goals for the Company, the Committee will consider the recommendations of the CEO.

For each Performance Year, until otherwise determined by the Committee, financial and non-financial objectives will be established by the Committee in its sole discretion.

Supplemental goals are established by the Committee at its sole discretion. Supplemental goals may be either qualitative or quantitative such as, but not limited to: Customer satisfaction, contract acquisition, delivery schedule, cycle-time improvement, the total value of contracts awarded, productivity, quality, workforce diversity, safety and environmental management. Supplemental goals may be based on division goals contained in Annual Operating Plans and corporate office goals established prior to the beginning of each Performance Year. Supplemental goals may have stated milestones and weights.

Each year Participants may develop individual goals that support achievement of the Company’s business plan and the specific goals established by the Committee in the three aforementioned corporation goals. Any applicable individual goals are prepared, approved and documented. If applicable, the employee’s manager reviews these goals with each Participant to ensure they are aggressive, coordinated and focused on attainment of Company business objectives.

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SECTION V

PERFORMANCE DETERMINATION

At the end of each Performance Year, the Committee, in its sole discretion, after taking into account its appraisal of the overall performance of the Company in the attainment of such predetermined financial and non-financial objectives described in SECTION IV, shall establish a “unit performance factor” or “UPF” for the Performance Year. The UPF is stated numerically and is a performance multiplier for individual incentive targets. The UPF will vary from 0.0 to a maximum as approved by the Committee. When determining the UPF, the Committee will consider the recommendations of the CEO.

SECTION VI

INCENTIVE COMPENSATION APPROPRIATIONS

SECTION VII

INCENTIVE COMPENSATION AWARDS

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SECTION VIII

ADMINISTRATION OF THE PLAN

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SECTION IX

METHOD OF PAYMENT OF INCENTIVE

COMPENSATION TO INDIVIDUALS

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SECTION X

AMENDMENT OR TERMINATION OF PLAN

The Committee shall have the right to terminate or amend this Plan at any time and to discontinue further appropriations to the Plan. Without limiting the generality of the preceding sentence, the Committee reserves the right to adjust any annual business, financial and any supplemental goals for the Company determined pursuant to SECTION IV to the extent the Committee determines such adjustment is reasonably necessary or advisable to preserve the intended incentives and benefits under this Plan to reflect (1) any change in capitalization, any corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or

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any combination of the foregoing), or any complete or partial liquidation, (2) any change in accounting policies or practices, (3) the effects of any special charges to earnings, or (4) any other similar special circumstances.

SECTION XI

EFFECTIVE DATE

This Plan was first effective for Performance Years commencing with 2011, and as amended and restated herein, for Performance Years commencing with 2019, and shall stay in effect until amended, modified or terminated by the Committee. The provisions of this Plan shall supersede and replace those of prior plan documents.

SECTION XII

RECOUPMENT

Any payment of an Incentive Compensation award is subject to recoupment pursuant to the Company’s Policy Regarding the Recoupment of Certain Performance-Based Compensation Payments as in effect from time to time, and the Participant shall promptly make any reimbursement requested by the Board of Directors of the Company or the Committee pursuant to such policy with respect to any Incentive Compensation award payments. Further, the Participant agrees, by accepting an Incentive Compensation award, that the Company and its affiliates may deduct from any amounts it may owe the Participant from time to time (such as wages or other compensation) to the extent of any amounts the Participant is required to reimburse the Company pursuant to such policy with respect to the award.

SECTION XIII

MISCELLANEOUS

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IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has executed this amended and restated Annual Incentive Plan document by its duly authorized representative on this 17 ^th day of December, 2018.

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Cash Compensation

Each non-employee director will be entitled to an annual cash retainer while serving on the Board in the amount set forth above (the “Annual Retainer”). A non-employee director who serves as the Non-Executive Chairman of the Board will be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Additional Chair Retainer”). A non-employee director who serves as the Chairman of the Audit Committee, the Compensation Committee, the Governance and Policy Committee or the Finance Committee of the Board will be entitled to an additional annual cash retainer while serving in that position in the applicable amount set forth above (an “Additional Committee Chair Retainer”). A non-employee director who serves as a member of the Audit Committee, the Compensation Committee, the Governance and Policy Committee or the Finance Committee of the Board (other than as the Chairman of the applicable committee) will be entitled to an additional cash retainer while serving as a member of that committee in the applicable amount set forth above (the “Additional Committee Member Retainer”).

The amounts of the Annual Retainer, Additional Chair Retainer, Additional Committee Chair Retainers and Additional Committee Member Retainers reflected above (collectively, the “Annual Cash Retainers”) are expressed as annualized amounts. These retainers will be paid on a quarterly basis, at the end of each quarter in arrears. The retainer for a non-employee director for a particular quarter will be pro-rated if the non-employee director serves (or serves in the corresponding position, as the case may be) for only a portion of the quarter (with the proration based on the number of calendar days in the quarter that the director served as a non-employee director or held the particular position, as the case may be).

Notwithstanding the foregoing, a non-employer director may elect under the terms of the Board Deferred Compensation Policy to receive his or her Annual Cash Retainers for the following calendar year in the form of stock units. The stock units will generally become payable within 30 days following the date the non-employee director ceases to provide services as a member of the Board; provided, however, a non-employee director who has met his or her Ownership Guideline (as defined below) as of the Measurement Date (as defined below) may elect under the terms of the Board Deferred Compensation Policy to receive his or her Annual Cash Retainers for the following calendar year in the form of stock units that are payable in the fifth calendar year after the year in which the Annual Cash Retainers are earned (or upon the director’s separation from service from the Board, if earlier). The number of stock units will be determined by dividing (1) the portion of the Annual Cash Retainers to which the electing non-employee director is otherwise entitled for a given calendar quarter by (2) the per-share closing price (in regular trading) of the Company’s common stock on the New York Stock Exchange on the last day of such quarter (or, if such day is not a trading day, the most recent prior trading day), rounded down to the nearest whole unit. The stock units will be subject to the terms of the Board Deferred Compensation Policy.

Annual Equity Awards

On the first trading day of each fiscal quarter of the Company, each non-employee director then in office will automatically be granted an award of stock units determined by dividing (1) one-quarter (1/4) of the Annual Equity Award grant value set forth above by (2) the per-share closing price (in regular trading) of the Company’s common stock on the New York Stock Exchange on the date of grant, rounded down to the nearest whole unit.

Each stock unit award will be made under and subject to the terms and conditions of the Company’s 2012 Long-Term Incentive Plan or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant (the “Plan”), and will be evidenced by, and subject to the terms and conditions of, an award certificate in the form approved by the Board to evidence such type of grant pursuant to this policy. Each award will be fully vested at grant and will generally become payable within 30 days following the date the non-employee director ceases to provide services as a member of the Board. Non-employee directors are entitled to receive dividend equivalents with respect to outstanding and unpaid stock units granted pursuant to this policy. Dividend equivalents, if any, are paid in the form of a credit of additional stock units under the Plan and are subject to the same vesting, payment and other provisions as the underlying stock units.

Notwithstanding the foregoing, if a non-employee director beneficially owns shares of the Company’s common stock (his or her “Beneficial Ownership”) with a value equal to at least five times (5x) the director’s annual cash retainer (the “Ownership Guideline”) as of the date of the last quarterly grant of the Annual Equity Award for a given year (the “Measurement Date”), the non-employee director may elect under the terms of the Board Deferred Compensation Policy to receive his or her Annual Equity Award for the following calendar year in the form of either (a) shares of the Company’s common stock (with the number of shares being equal to the number of stock units the director would have been granted on each quarterly grant date, but for the election) or (b) stock units that are payable in the fifth calendar year after the year in which the Annual Equity Award is earned (or upon the director’s separation from service from the Board, if earlier). The common stock or stock units, as the case may be, will be fully vested on the date of grant and will be issued under (and subject to the terms of) the Plan and the stock units will further be subject to the terms of the Board Deferred Compensation Policy. If the non-employee director elects to receive common stock and the non-employee director’s Beneficial Ownership is less than the Ownership Guideline as of any quarterly grant date in the following calendar year, the non-employee director will be required to retain all of the common stock received on that quarterly grant date (net of taxes) until the next Measurement Date on which his or her Beneficial Ownership is greater than the Ownership Guideline.

Any stock units credited to a non-employee director (including in an account under the Board Deferred Compensation Policy), any shares owned by a non-employee director, the non-employee director’s spouse or minor children, any shares owned by a trust for the benefit of a non-employee director or his or her family shall count as shares beneficially owned by a non-employee director for purposes of the Ownership Guideline.

The foregoing general provisions are, in the case of a particular award, subject to the terms and conditions of the applicable award certificate.

Expense Reimbursement

All non-employee directors will be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board-related business.

Such benefits and reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the non-employee director receives in one taxable year shall not affect the amount of such benefits or reimbursements that the non-employee director receives in any other taxable year. The non-employee director shall promptly provide the Company with reasonable written substantiation for any such expenses. The Company shall pay any such reimbursement to the non-employee director promptly after its receipt of such documentation and in all events not later than the end of the calendar year following the year in which the related expense was incurred.

Effective December 14, 2018

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EXHIBIT 10.5

HUNTINGTON INGALLS INDUSTRIES, INC.

DIRECTOR COMPENSATION POLICY

AMENDED AND RESTATED

BOARD DEFERRED COMPENSATION POLICY

Stock Retainer Elections by Directors . A Director who has met his or her Ownership Guideline under the Directors’ Compensation Policy may elect (the “Stock Retainer Election”) by the date that the Administrator prescribes (the “Election Deadline”) to receive one hundred percent (100%) of his or her Annual Equity Award for the following calendar year in the form of either (a) shares of Common Stock or (b) Stock Units payable in five years (“Five-Year Stock Units”). A Director who does not make an election will receive his or her Annual Equity Award in Stock Units payable at separation from service from the Company within the meaning of Section 409A, including due to the Director’s death (a “Separation from Service”).

Stock Retainer Election Payment Date. On each Stock Retainer Election, the Director shall elect whether he or she wishes to receive Common Stock or Five-Year Stock Units. If the Director elects to receive Five-Year Stock Units, the Five-Year Stock Units shall be payable on the earlier of (a) the date the Director has a Separation from Service or (b) January 15 ^th of the fifth (5th) calendar year ending after the calendar year in which the Annual Equity Award is earned.

Cash Retainer Elections by Directors. A Director may elect (the “Cash Retainer Election” and, together with the Stock Retainer Election, the “Election”) by the Election Deadline to receive one hundred percent (100%) of his or her Annual Cash Retainers for the following calendar year in the form of Stock Units. The Stock Units will, by default, be payable within 30 days following the date the Director has a Separation from Service. However, if the Director has met his or her Ownership Guideline under the Directors’ Compensation Policy as of the date of the last quarterly grant of the Annual Equity Award for a given year, the Director may elect on each Cash Retainer Election to receive his or her Annual Cash Retainers for the following calendar year in the form of Five-Year Stock Units instead. The Five-Year Stock Units shall be payable on the earlier of (a) the date the Director has a Separation from Service or (b) January 15 ^th of the fifth (5 ^th ) calendar year ending after the calendar year in which the Annual Cash Retainers are earned.

Stock Units and Accounts . Each Director who receives Stock Units shall have a Stock Unit Account. Stock Units with respect to Annual Equity Awards shall be credited to the Director’s Stock Unit Account on the quarterly grant dates on which the Annual Equity Award is earned. Stock Units with respect to Annual Cash Retainers shall be credited to the Director’s Stock Unit Account on the quarterly dates on which the Annual Cash Retainers would otherwise have been paid. The number of Stock Units shall be calculated in accordance with the Directors’ Compensation Policy. Any Account Earnings shall be credited to the Director’s Stock Unit Account in accordance with the Administration Provisions.

Vesting . A Director shall be one hundred percent (100%) vested at all times in his or her Stock Unit Account.

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Distributions from Stock Unit Account . At the payment date applicable to the Stock Units described above (the “Payment Date”), each Stock Unit shall be converted into one share of Common Stock and the shares shall be distributed to the Director as follows:

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BOARD DEFERRED COMPENSATION POLICY

ADMINISTRATION PROVISIONS

The following provisions relate to the administration of the Board Deferred Compensation Policy (the “Policy”).

ARTICLE I. ADMINISTRATION

Section  1.01      Administrator . The Committee shall serve as the Administrator and shall administer all aspects of the Policy. Notwithstanding the foregoing, (a) the full Board shall have the authority to take any action that could be taken by the Committee, and (b) the Committee may delegate some or all of its functions hereunder to a subcommittee or to one or more officers or employees of the Company in its discretion.

Section  1.02      Elections . Elections shall be made by completing and executing an election form prescribed by the Administrator and delivering the election form to the Administrator on or before the Election Deadline. Any Election shall become irrevocable as of the close of business on the date of the Election Deadline. The Election Deadline shall be December 31 of the year immediately prior to the year in which the Annual Equity Award or Annual Cash Retainers to which the Election applies are earned, or such earlier date as may be determined by the Administrator.

Section  1.03      Amendment and Termination . The Committee may, without the consent of Directors or their beneficiaries, amend the Policy at any time and from time to time; provided , that no amendment may reduce the number of Stock Units allocated to a Director’s Stock Unit Account as of the date of the amendment without the Director’s consent. The Committee may terminate the Policy at any time. Upon termination of the Policy, no further amounts shall be deferred, and distributions in respect of credits to Directors’ Stock Unit Accounts as of the date of termination shall be made in the manner and at the time prescribed under the Policy immediately before termination or otherwise as required or permitted under Section 409A.

ARTICLE II. ACCOUNT EARNINGS

Section  2.01      Dividend Credits . Dividends or other distributions with respect to the Common Stock shall be credited to a Director’s Stock Unit Account as additional Stock Units (“Account Earnings”) throughout the period of such Director’s participation in the Policy until all distributions to which the Director is entitled have been made. The Account Earnings shall be credited as a number of shares (including fractional shares) of Common Stock with a Fair Market

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Value (as of the applicable dividend payment date) equal to (i) for cash dividends or distributions, the amount of any cash dividends or distributions, (ii) for distributions of property (other than Common Stock but including any securities convertible into the Common Stock), the Fair Market Value of any distributions of such property, and (iii) for distributions of Common Stock, the number of shares (including fractional shares) of Common Stock, in each case to which the Director would have been entitled from time to time had he or she been the owner on the record dates for the payment of such dividends or distributions of the number of shares of the Common Stock equal to the number of Stock Units in his or her Stock Unit Account on such dates. Each credit of Account Earnings shall be effective as of the payment date for the dividend or distribution.

ARTICLE III. GENERAL PROVISIONS

Section  3.01      Funding . Benefits payable under the Policy shall be paid from the general assets of the Company, and nothing shall give any Director any rights that are greater than those of a general unsecured creditor of the Company. The Company shall not be required to fund or otherwise segregate assets to be used for payment of benefits under the Policy. The Company, in its discretion, may maintain one or more trusts to hold assets to be used for payment of benefits under the Policy; provided , that the assets of such trust shall be subject to the creditors of the Company in the event that the Company becomes insolvent or is subject to bankruptcy or insolvency proceedings. Any payments by a trust of benefits under the Policy shall be considered payment by the Company and shall discharge the Company of any further liability for the payments made by such trust.

Section  3.02      No Right to Directorship . The Policy shall not give any Director any right with respect to continuance of directorship of the Company or limit in any way the right of the Company to terminate his or her directorship at any time.

Section  3.03      Authorized Payments . If the Committee receives evidence satisfactory to it that any person entitled to receive a payment hereunder is, at the time the benefit is payable, physically, mentally or legally incompetent to receive such payment and to give a valid receipt therefor, and that an individual or institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person has been duly appointed, the Committee may direct that such payment be paid to such individual or institution maintaining or having custody of such person, and the receipt of such individual or institution shall be valid and a complete discharge for the payment of such benefit.

Section  3.04      Section 409A . Although the Company makes no guarantee with respect to the tax treatment of payments and benefits hereunder, the Policy is intended to comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Company reserves the right to amend the provisions of the Policy at any time in order to avoid the imposition of an excise tax under Section 409A on any payments deferred, accrued or to be made hereunder. In no event shall the Company or any of its affiliates be liable for any additional tax, interest or penalty that may be imposed on a Director by Section 409A or for damages for failing to comply with Section 409A, other than for withholding or other obligations applicable to employers, if any, under Section 409A.

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Section  3.05      Assignment of Benefits . Benefits provided under the Policy may not be transferred, assigned or alienated by the Director, either voluntarily or involuntarily, other than by will or the laws of descent and distribution. These transfer restrictions shall not apply to: (a) transfers to the Company; or (b) transfers pursuant to a qualified domestic relations order (as defined in the Code). Notwithstanding the foregoing, the Company may honor any transfer required pursuant to the terms of a court order in a divorce or similar domestic relations matter to the extent that such transfer does not adversely affect the Company’s ability to register the offer and sale of the underlying shares on a Form S-8 Registration Statement and such transfer is otherwise in compliance with all applicable legal, regulatory and listing requirements.

Section  3.06      Governing Law . The Policy and the actions taken in connection herewith shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to its principles of conflict of laws.

Section  3.07      2012 Plan . Stock Units under the Policy shall be subject to the provisions of the 2012 Plan, which are incorporated herein by reference.

Section  3.08      Recoupment . Any payments or issuances of shares under the Plan are subject to recoupment pursuant to the Company’s Policy Regarding the Recoupment of Certain Performance-Based Compensation Payments as in effect from time to time, as well as any recoupment or similar provisions of applicable law, and the Director shall promptly make any reimbursement requested by the Board pursuant to such policy or applicable law with respect to amounts deferred under the Plan. Further, the Director agrees, by electing to participate in the Plan, that the Company and its affiliates may deduct from any amounts it may owe the Director from time to time (such as other compensation) to the extent of any amounts the Director is required to reimburse the Company pursuant to such policy or applicable law with respect to amounts deferred under the Plan.

Section  3.09      Compliance with Laws . The Company’s obligation to make any payments or issue any shares under the Policy is subject to full compliance with all then applicable requirements of law, the Securities and Exchange Commission or other regulatory agencies having jurisdiction over the Company and its shares, and of any exchange upon which stock of the Company may be listed.

Section  3.10      Limitations on Rights Associated with Stock Units . A Director shall not have the rights and privileges of a stockholder, including without limitation the right to vote or receive dividends (except as Account Earnings), with respect to any shares which may be issued in respect of the Stock Units until the date appearing on the certificate(s) for such shares (or, in the case of shares entered in book entry form, the date that the shares are actually recorded in such form for the benefit of the Director), if such shares become deliverable.

Section  3.11      Adjustment . The Stock Units are subject to adjustment upon the occurrence of events such as stock splits, stock dividends and other changes in capitalization in accordance with Section 6(a) of the 2012 Plan. In the event of any adjustment, the Company will give the Director written notice thereof which will set forth the nature of the adjustment.

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ARTICLE IV. DEFINITIONS

As used in this Policy, the following capitalized terms shall have the following meanings:

Section  4.01     “ 2012 Plan ” shall mean the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan and any successor plan, in each case, as amended from time to time.

Section  4.02      “ Account Earnings ” shall have the meaning set forth in Section 2.01 of the Administrative Provisions.

Section  4.03     “ Administrator ” shall mean the administrator of the Policy appointed pursuant to Section 1.01 of the Administrative Provisions.

Section  4.04     “Annual Cash Retainers ” shall have the meaning set forth in the Directors’ Compensation Policy.

Section  4.05     “ Annual Equity Award ” shall have the meaning set forth in the Directors’ Compensation Policy.

Section  4.06     “ Board ” shall mean the Board of Directors of the Company.

Section  4.07      “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations promulgated thereunder.

Section  4.08     “ Committee ” shall mean the Committee described in Section 3(a) of the 2012 Plan.

Section  4.09     “ Common Stock ” means the Company’s common stock, par value $0.01 per share.

Section  4.10      “ Director ” shall mean a member of the Board who is not an officer or employee of the Company.

Section  4.11     “ Directors’ Compensation Policy ” shall mean the Amended and Restated Directors’ Compensation Policy of even date herewith, as amended from time to time.

Section  4.12     “ Election ” shall have the meaning set forth in the Summary of Terms.

Section  4.13     “ Election Deadline ” shall have the meaning set forth in the Summary of Terms.

Section  4.14     “ Fair Market Value ” means, as of any date, (a) with respect to the Common Stock, the closing price reported for the Common Stock on such date on the principal national securities exchange on which it is then traded (or if such date was not a trading day, on the trading day immediately prior thereto), or, if the Common Stock is not traded, listed or otherwise reported or quoted on a national securities exchange, the fair market value of the Common Stock on such date as determined by the Administrator; and (b) with respect to any other property, the fair market value thereof on such date as determined by the Administrator.

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Section  4.15     “ Five-Year Stock Units ” means Stock Units that are payable in the fifth year after the year in which the Stock Units are credited to a Director’s Stock Unit Account (or upon the Director’s separation from service, if earlier), as described in the Summary of Terms.

Section  4.16     “ Ownership Guideline ” shall have the meaning set forth in the Directors’ Compensation Policy.

Section  4.17     “ Payment Date ” shall have the meaning set forth in the Summary of Terms.

Section  4.18     “ Policy ” means this Board Deferred Compensation Policy, including the Summary of Terms and the Administrative Provisions, as amended from time to time.

Section  4.19      “ Section  409A ” shall mean Section 409A of the Code and the regulations promulgated thereunder.

Section  4.20     “ Stock Unit ” shall mean a measure of value equal to one share of the Common Stock.

Section  4.21     “ Stock Unit Account ” shall mean a bookkeeping account for recording a Director’s Stock Units and any Account Earnings credited with respect thereto under the Policy.

Effective December 14, 2018

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