(e) Compensatory Arrangements of Certain Officers

On February 17, 2009, the Compensation Committee of the Board of Directors of Northrop Grumman Corporation (the "Company") took the actions described below with regard to the compensation of the Company's Named Executive Officers, with the exception of the Chairman and Chief Executive Officer; and on February 18, 2009 the Independent Members of the Board of Directors took the actions described below with regard to the Chairman and Chief Executive Officer:
(a) The base salaries for the Named Executive Officers are unchanged from the base salaries for 2008. The Chairman and CEO requested, and the Independent Directors approved that his base salary not be increased for 2009. The Compensation Committee approved cash bonus compensation for performance in 2008 as follows:

                                                                                                                Cash Bonus
Name                                                             Position                                      Compensation
RONALD D. SUGAR                    Chairman and Chief Executive Officer                                        $ 2,775,500
WESLEY G. BUSH                     President and Chief Operating Officer                                       $ 1,197,000
JAMES F. PALMER                    Corporate Vice President and Chief Financial Officer                        $   816,000
JAMES F. PITTS                     Corporate Vice President and President, Electronic Systems                  $   630,000
W. BURKS TERRY(1)                  Former Corporate Vice President and General Counsel                         $   688,050
JAMES R. O'NEILL(2)                Former Corporate Vice President and President, Information Technology       $   180,277

Footnotes:

(1) Retired on December 31, 2008.
(2) Employment terminated on May 1, 2008.

(b) Approved the 2009 goals under the Annual Incentive Plan (the "AIP"). Under the AIP, participants with the exception of the CEO, will earn cash bonus compensation based upon the Company Performance Factor (the "CPF") and their Individual Performance Factor (IPF) of 0 - 125%. The CEO AIP bonus will be determined solely on the CPF. Each participant's target award is based on a percentage of base salary, and awards are paid in the year following the performance period. The 2009 measures for the AIP are based on new business awards, sales, operating margin before net FAS/CAS pension expense, and free cash flow before voluntary pension prefunding. Target percentages for 2009 are unchanged and are as follows: Dr. Sugar - 140%, Mr. Bush - 90%, Mr. Palmer - 75%, and Mr. Pitts - 75%. The Compensation Committee also approved changing one of the metrics for the Restricted Performance Stock Rights with a performance period of 2009-2011 from cumulative operating margin to operating margin rate. At this meeting the Committee also approved the elimination of tax gross up payments for personal use of the Company plane and other perquisites available to the executive officers.