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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2010

Aug 4, 2010

29899_dirs_2010-08-04_ca503cae-45c8-4977-b615-77f14b7e15d1.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: 2010-08-03

Reporting Person: VICE THOMAS E (Corp VP & Pres Tech Servs)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-08-03 Common Stock A 9000 $58.92 Acquired 54063.5 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-08-03 Stock Option (Right-to-Buy) $58.92 A 38075 Acquired 2017-08-03 Common Stock (38075) Direct

Footnotes

F1: Total amount includes 6,425 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; 12,177 unvested RPSRs granted under the LTISP on 2/17/09 with measurement period ending on 12/31/11; 10,319 unvested RPSRs granted under the LTISP on 2/16/10 with measurement period ending on 12/31/12; and 9,000 RPSRs granted under the LTISP on 8/3/10 with a measurement period ending on 12/31/12. RPSR grants awarded pursuant to Rule 16b-3(d)(3).

F2: The option vests over a period of three years to the extent of one-third (33%) annual equal installmlents on 8/3/11, 8/3/12 and 8/3/13.