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: FRASER DARRYL M (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	F	1531	$59.56	Disposed	19643	Direct
2010-02-16	Common Stock	J	650	$59.56	Disposed	18993	Direct
2010-02-16	Common Stock	A	12900	$59.56	Acquired	31893	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	54550	Acquired	2017-02-16	Common Stock (54550)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3348.605	Indirect

Footnotes

F1: Total amount includes 3,650 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 7,300 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 3,650 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; 7,300 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11; and 12,900 unvested 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: 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.

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.