Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On December 17, 2008, the Compensation Committee of the Board of Directors of Northrop Grumman Corporation (the "Company") adopted a policy that permits the recoupment (commonly referred to as a 'clawback' policy) of certain performance-based compensation, set forth by the following design elements:
• Applies to employees at the vice-president level and above

• Covers performance-based compensation and applies to both Annual Incentive Plan (AIP) awards and Long Term Incentive Stock Plan (LTISP) awards

• Compensation Committee has discretion to evaluate to what extent recoupment of performance-based compensation is appropriate based on specific facts and circumstances

• Is triggered by a financial restatement by the Company linked to misconduct, applicable to responsible party

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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: December 23, 2008 By: /s/ Stephen D. Yslas Stephen D. Yslas Corporate Vice President, Secretary and Deputy General Counsel