Summary of NORTHROP GRUMMAN CORP /DE/

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Northrop Grumman Corporation (the "Company") entered into a new change-in-control agreement with Wesley G. Bush, President and Chief Operating Officer, on November 7, 2008, and with James F. Palmer, Corporate Vice President and Chief Financial Officer, on November 11, 2008, in the form of the January 2009 Special Agreement attached hereto as Exhibit 10.1. The January 2009 Special Agreement is effective January 1, 2009 and will supersede and replace the March 2004 Special Agreements between the Company and Messrs. Bush and Palmer and include the following:
Х Changes to comply with Section 409A of the U.S. Internal Revenue Code

Х Removal of a provision which permitted executives to voluntarily terminate from employment during the 13th month following a change in control and receive severance benefits

Х Elimination of lump-sum value for any perquisites

Х Change in the definition of bonus for severance from the highest of the last three years earned to the target bonus in the year of the change in control

Х Amendments related to Section 162(m) tax compliance of the U.S. Internal Revenue Code

Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Furnished
Exhibit 10.1 Form of Northrop Grumman Corporation January 2009 Special Agreement

Signature(s) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHROP GRUMMAN CORPORATION

Date: November 13, 2008 By: /s/ Stephen D. Yslas

Stephen D. Yslas Corporate Vice President, Secretary and Deputy General Counsel

                                 Exhibit Index

Exhibit No.   Description


EX-10.1       Form of Northrop Grumman Corporation January 2009 Special Agreement