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

(e) Compensatory Arrangements of Certain Officers At its meeting on May 19, 2009, the Compensation Committee of the Board of Directors of Northrop Grumman Corporation (the "Company") approved changes to certain executive benefits as follows:
• The Corporate Policy Council Supplemental Executive Retirement Plan ("CPC SERP") pension plan formula will be reduced after the executive attains 10 years of Corporate Policy Council service. The pension formula change will be effective July 1, 2009. The CPC SERP will also be closed to new participants effective July 1, 2009.

• The executive medical and dental program will be closed for new executives effective July 1, 2009. The regular employee programs will be offered to newly hired executives.

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