NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2010

Feb 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-02-16

Reporting Person: PALMER JAMES F (Corp. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	F	7958	$59.56	Disposed	92392	Direct
2010-02-16	Common Stock	J	2600	$59.56	Disposed	89792	Direct
2010-02-16	Common Stock	A	31600	$59.56	Acquired	121392	Direct
2010-02-16	Common Stock	A	42000	$59.56	Acquired	163392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Stock Option (Right-to-Buy)	$59.56	A	133600	Acquired	2017-02-16	Common Stock (133600)	Direct
2010-02-16	Stock Option (Right-to-Buy)	$59.56	A	258800	Acquired	2017-02-16	Common Stock (258800)	Direct

Footnotes

F1: Total amount includes 17,900 unvested Restricted Performance Stock Rights ("RPSRs") granted pursuant to the Northrop Grumman 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with the valuation of performance measurement period ("measurement period") ending on 12/31/10; 20,000 remaining unvested Restricted Stock Rights ("RSRs") granted pursuant to the 2001 LTISP on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/10; and 28,000 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11. Grants awarded pursuant to Rule 16b-3(d).

F2: The measurement period for this installment of Restricted Performance Stock Rights (RPSRs) ended on 12/31/09, and the decrease in the number of shares represent a payout below the target for the 2009 performance period.

F3: Total amount includes 17,900 unvested Restricted Performance Stock Rights ("RPSRs")granted pursuant to the Northrop Grumman 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with the valuation of performance measurement period ("measurement period") ending on 12/31/10; 20,000 remaining unvested Restricted Stock Rights ("RSRs") granted pursuant to the 2001 LTISP on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/10; 28,000 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11; and 31,600 RPSRs granted under the 2001 LTISP on 2/16/10 with the measurement period ending on 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

F4: Total amount includes 17,900 unvested Restricted Performance Stock Rights ("RPSRs") granted pursuant to the Northrop Grumman 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with the valuation of performance measurement period ("measurement period") ending on 12/31/10; 20,000 remaining unvested Restricted Stock Rights ("RSRs") granted pursuant to the 2001 LTISP on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/10; and 28,000 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11; 31,600 RPSRs granted under the 2001 LTISP on 2/16/10 with the measurement period ending on 12/31/12; and 42,000 RSRs granted pursuant to the 2001 LTISP on 2/16/10 and cliff vests four years from date of grant on 2/16/14. Grants awarded pursuant to Rule 16b-3(d).

F5: The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13.

F6: The option vests 50% in years 3 and 4 of grant.