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

Nov 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-11-11

Reporting Person: ASHWORTH SID (Corp VP, Government Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-11	Common Stock	A	16900	$64.07	Acquired	16900	Direct
2010-11-11	Common Stock	A	10000	$64.07	Acquired	26900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-11	Stock Option (Right-to-Buy)	$64.07	A	71400	Acquired	2017-11-11	Common Stock (71400)	Direct

Footnotes

F1: Grant of 16,900 unvested Restricted Performance Stock Rights (RPSRs) granted under the Issuer's 2001 Long-Term Stock Incentive Plan (LTISP) on 11/11/10 with a valuation of performance measurement period ("measurement period") ending on 12/31/12. Grant awarded pursuant to Rule 16b-3(d).

F2: Amount includes 16,900 unvested Restricted Performance Stock Rights (RPSRs) granted under the LTISP on 11/11/10 with a valuation of performance measurement period ending on 12/31/12. Grant awarded pursuant to Rule 16b-3(d).

F3: Grant of 10,000 unvested Restricted Stock Rights (RSRs) granted under the LTISP on 11/11/10 with 50% vesting in second year following grant ending on 11/11/12, and the remaining 50% vesting in fourth year following grant ending on 11/11/14. Grant awarded pursuant to Rule 16b-3(d).

F4: Amount includes 16,900 unvested RPSRs granted under the LTISP on 11/11/10 with a measurement period ending on 12/31/12; and 10,000 unvested RSRs granted under the LTISP on 11/11/10 50% vesting in second year following grant ending on 11/11/12, and the remaining 50% vesting in fourth year following grant ending on 11/11/2014. 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 11/11/11, 11/11/12 and 11/11/13.