Item 8.01 Other Events

As disclosed in the Northrop Grumman Corporation (the "Company") 2009 Proxy Statement, the Company discovered that the Company had paid $44,766 to Akin Gump Strauss Hauer & Feld LLP ("Akin Gump"), where one of its directors, Victor H. Fazio is a Senior Advisor, for legal services performed in September and October 2008. Mr. Fazio did not perform any services on behalf of the Company and was unaware of this occurrence. It is the policy of Akin Gump to not perform any services for the Company and the Company has instituted additional stringent safeguards to prevent a recurrence of this problem. Based on the small amount of fees paid, the limited scope of the legal services and the short time period (two months) involved, the Board of Directors determined that this event did not constitute a material relationship with the Company for purposes of Mr. Fazio's present independence. Consistent with Company policy, the Company has committed to not retain services from Mr. Fazio's firm as long as Mr. Fazio serves on the Company's Audit, Compensation or Governance Committees.

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