(d) Election of Two New Directors
(1) On October 20, 2008, Northrop Grumman Corporation (the "Company") elected Bruce S. Gordon and Madeleine Kleiner to its Board of Directors (the "Board"). Bruce S. Gordon, 62, served as president and chief executive officer for the National Association for the Advancement of Colored People (NAACP) from 2005 to 2007. He retired as president of the Retail Markets Group for Verizon Communications Inc. in 2003. Mr. Gordon currently serves as lead director of Tyco International LTD and as a director of CBS Corporation. Madeleine Kleiner, 57, most recently served as executive vice president and general counsel for Hilton Hotels Corporation from January 2001 until January 2008.
(2) There is no arrangement or understanding between Mr. Gordon nor Ms. Kleiner and any other persons pursuant to which either Mr. Gordon or Ms. Kleiner was selected as a director.
(3) Mr. Gordon was appointed to the Compensation Committee and the Policy Committee of the Board. Ms. Kleiner was appointed to the Audit Committee and the Governance Committee.
(4) No information is required by Item 404(a) of Regulation S-K.
(5) Mr. Gordon and Ms. Kleiner are each entitled to receive a director retainer fee of $220,000 per year of which $100,000 is paid in cash and $120,000 is deferred into a stock unit account pursuant to the Company's 1993 Stock Plan for Non-Employee Directors and will be paid out in Company Common Stock at the conclusion of each of Mr. Gordon's and Ms. Kleiner's service. Ms. Kleiner is entitled to receive an additional $10,000 for serving on the Audit Committee. The retainer for each new director will be prorated in 2008.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Amendment to Bylaws On October 20, 2008, the Board approved an amendment to Article III,
Section 3.02 of the Bylaws of the Company to increase the authorized number of directors of the Company from twelve (12) to fourteen (14). Item 9.01 Financial Statements and Exhibits

  (d) Exhibits.
     Exhibit 3.2    Amendment to Article III, Section 3.02 of Bylaws

     Exhibit 99.1   Press Release ("Northrop Grumman Elects Bruce S. Gordon to Board of
                    Directors"), dated October 20, 2008

     Exhibit 99.2   Press Release ("Northrop Grumman Elects Madeleine Kleiner to Board of
                    Directors"), dated October 20, 2008