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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2010

Feb 18, 2010

29899_dirs_2010-02-18_c1340821-ed59-4686-a575-0a5a8efef57f.zip

Director's Dealing

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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: RABINOWITZ MARK (Corp. VP & Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-16 Common Stock F 1755 $59.56 Disposed 26185 Direct
2010-02-16 Common Stock J 715 $59.56 Disposed 25470 Direct
2010-02-16 Common Stock A 11867 $59.56 Acquired 37337 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 774.639 Indirect

Footnotes

F1: Total amount includes 6,550 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; and 9,925 unvested RPSRs granted under the 2001 LTISP on 2/17/09, with measurement period ending 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 6,550 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 9,925 unvested RPSRs granted under the 2001 LTISP on 2/17/09, with measurement period ending 12/31/11; and 11,867 unvested RPSRs granted under the 2001 LTISP on 2/16/10, with measurement period ending 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

F4: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 29, 2010. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.