EX-4.1



 Exhibit 4.1 

NORTHROP GRUMMAN CORPORATION 
 AND

 THE BANK OF NEW YORK MELLON, TRUSTEE 

 
 SEVENTH SUPPLEMENTAL INDENTURE 

Dated as of December 1, 2016 

to 
 INDENTURE 

Dated as of November 21, 2001 

as amended and supplemented by the 

FIRST SUPPLEMENTAL INDENTURE 

Dated as of July 30, 2009 

THIRD SUPPLEMENTAL INDENTURE 

Dated as of March 30, 2011 

FOURTH SUPPLEMENTAL INDENTURE 

Dated as of March 30, 2011 

 
 3.200% SENIOR
NOTES DUE 2027 







 TABLE OF CONTENTS 

 

									
	 	 	  	 	  	Page	 
	  
	 Article I. DEFINITIONS
	  	 	2	  
		
	  
	 Article II. ESTABLISHMENT OF 3.200% SENIOR NOTES DUE 2027
	  	 	3	  
			
	 	        201.	  	  	Establishment and Designation of the Notes	  	 	3	  
	 	202.	  	  	Principal Amount of the Notes; Maturity	  	 	3	  
	 	203.	  	  	Form of Notes; Denominations; Depositary	  	 	3	  
	 	204.	  	  	Payment	  	 	3	  
	 	205.	  	  	Interest Rate	  	 	4	  
	 	206.	  	  	Paying Agent and Security Registrar	  	 	4	  
	 	207.	  	  	No Sinking Fund	  	 	4	  
	 	208.	  	  	Redemption of the Notes	  	 	4	  
	 	209.	  	  	Exchange of the Notes	  	 	4	  
		
	  
	 Article III. MISCELLANEOUS PROVISIONS
	  	 	5	  
			
	 	301.	  	  	Effect of Seventh Supplemental Indenture	  	 	5	  
	 	302.	  	  	Effective Date	  	 	5	  
	 	303.	  	  	Effect of Headings and Table of Contents	  	 	5	  
	 	304.	  	  	Successors and Assigns	  	 	5	  
	 	305.	  	  	Separability Clause	  	 	5	  
	 	306.	  	  	Counterparts	  	 	6	  
	 	307.	  	  	Trustee Not Responsible for Recitals	  	 	6	  
	 	308.	  	  	Governing Law	  	 	6	  
	 	309.	  	  	Applicable Tax Law	  	 	6	  

 EXHIBIT A Form of 3.200% Senior Notes due 2027 

  
 -i- 








 This SEVENTH SUPPLEMENTAL INDENTURE dated as of December 1, 2016 (this “Seventh
Supplemental Indenture”) between NORTHROP GRUMMAN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 2980 Fairview Park Drive,
Falls Church, Virginia 22042, and THE BANK OF NEW YORK MELLON, a corporation duly organized and existing under the laws of the State of New York, as successor to JPMorgan Chase Bank, as trustee (herein called the “Trustee”), under the
Indenture (as hereinafter defined), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286. 
 R E C I T
A L S 
 WHEREAS, the Company and the Trustee have executed and delivered an Indenture, dated as of November 21, 2001 (the
“Original Indenture”), the First Supplemental Indenture, dated as of July 30, 2009 (the “First Supplemental Indenture”), the Third Supplemental Indenture, dated as of March 30, 2011 (the “Third Supplemental
Indenture”), and the Fourth Supplemental Indenture, dated as of March 30, 2011 (the “Fourth Supplemental Indenture”), each of which amends and supplements the Original Indenture; 

WHEREAS, Section 901 of the Original Indenture, as amended, provides, among other things, that the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, without the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301 of the Original Indenture, as amended; 
 WHEREAS, pursuant to the terms of the Original Indenture, as amended, the
Company desires to provide for the establishment of a new series of its Securities to be known as its “3.200% Senior Notes due 2027” (the “Notes”), the form and substance thereof and the terms, provisions and conditions thereof
to be set forth as provided in the Original Indenture, as amended by the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Seventh Supplemental Indenture (collectively, the
“Indenture”); 
 WHEREAS, the Company has requested that the Trustee execute and deliver this Seventh Supplemental Indenture; and

 WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued
upon the terms and subject to the conditions hereinafter and in the Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Seventh Supplemental
Indenture and make it a valid, binding and legal agreement of the Company, have been done or performed. 
 NOW, THEREFORE, THIS SEVENTH
SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the promises and the purchase of the Securities by the Holders thereof, it
is mutually agreed, for the equal and proportionate benefit of all Holders, as follows: 

  
 1 








 Article I. 

DEFINITIONS 
 Unless the context
otherwise requires, capitalized terms used but not defined in this Seventh Supplemental Indenture shall have the respective meaning ascribed to them by the Original Indenture, as heretofore supplemented and amended by the First Supplemental
Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture. The following additional terms are hereby established for purposes of this Seventh Supplemental Indenture and shall have the meaning set forth in this Seventh
Supplemental Indenture only for purposes of this Seventh Supplemental Indenture: 
 “Additional Notes” has the meaning set forth in
Section 201 of this Seventh Supplemental Indenture. 
 “Applicable Tax Law” has the meaning set forth in Section 309 of
this Seventh Supplemental Indenture. 
 “First Supplemental Indenture” has the meaning set forth in the recitals of this Seventh
Supplemental Indenture. 
 “Fourth Supplemental Indenture” has the meaning set forth in the recitals of this Seventh Supplemental
Indenture. 
 “Global Notes” has the meaning set forth in Section 203 of this Seventh Supplemental Indenture. 

“Indenture” has the meaning set forth in the recitals of this Seventh Supplemental Indenture. 

“Interest Payment Date” has the meaning set forth in Section 205 of this Seventh Supplemental Indenture. 

“Notes” has the meaning set forth in the recitals of this Seventh Supplemental Indenture. 

“Original Indenture” has the meaning set forth in the recitals of this Seventh Supplemental Indenture. 

“Regular Record Date” has the meaning set forth in Section 205 of this Seventh Supplemental Indenture. 

“Third Supplemental Indenture” has the meaning set forth in the recitals of this Seventh Supplemental Indenture. 

  
 2 








 Article II. 

ESTABLISHMENT OF 3.200% SENIOR NOTES DUE 2027 

201. Establishment and Designation of the Notes 

Pursuant to the terms hereof and Section 301 of the Original Indenture, the Company hereby establishes a new series of Securities,
designated as the “3.200% Senior Notes due 2027.” Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such
Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the
initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided,
however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from
the Notes. 
 202. Principal Amount of the Notes; Maturity 

The maximum aggregate principal amount of the Notes which may be authenticated and delivered pursuant to the Indenture (except for
(i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Original Indenture, (ii) Notes which, pursuant to
Section 303 of the Original Indenture, are deemed never to have been authenticated and delivered under the Indenture, and (iii) for avoidance of doubt, Additional Notes) is $750,000,000. The principal amount of the Notes shall be due and
payable on February 1, 2027. 
 203. Form of Notes; Denominations; Depositary 

The Notes shall be initially issued in the form of one or more Global Securities (the “Global Notes”) in substantially the form set
forth in Exhibit A hereto. The Notes shall be issued in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The initial Depositary in respect of the Global Notes shall be The Depository Trust Company. The Global Notes shall be deposited with, or on
behalf of, the Depositary and shall be registered in the name of Cede & Co. Except as otherwise set forth in Section 305 of the Original Indenture, the Global Notes may be transferred, in whole or in part, only to the Depositary,
another nominee of the Depositary or to a successor of the Depositary or its nominee. 
 204. Payment 

The Company will pay the principal of and premium, if any, and interest on the Notes in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts. The Company will make all payments of interest on any Global Note in accordance with the arrangements then existing between the Paying Agent and the applicable Depositary, and all
payments of principal of and premium, if any, on any Global Note at the Corporate Trust Office upon surrender of such Note for payment. The Company will make all payments of interest on any definitive Note by mailing a check to the address of each
Person entitled thereto, and all payments of principal of and premium, if any, on any definitive Note at the Corporate Trust Office upon surrender of such Note for payment. 

  
 3 








 205. Interest Rate 

Interest on the Notes shall accrue at the rate of 3.200% per annum. Interest on the Notes shall accrue from December 1, 2016 or the
most recent Interest Payment Date to which interest was paid or duly provided for. Interest on the Notes shall be payable semiannually in arrears on February 1 and August 1, commencing on August 1, 2017 (each an “Interest Payment
Date”), to the Persons in whose names such Notes are registered at the close of business on the January 15 or July 15, as the case may be (in either case, whether or not a Business Day), immediately preceding such Interest Payment
Date (each a “Regular Record Date”). Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 

206. Paying Agent and Security Registrar 

The Trustee shall initially act as the Paying Agent and Security Registrar in respect of the Notes and its Corporate Trust Office is designated
as a place where the Notes may be presented for payment or for registration of transfer or exchange. The Company may, however, change the Paying Agent or Security Registrar for the Notes without prior notice to the Holders thereof, and the Company
or any Subsidiary may act as Paying Agent or Security Registrar for the Notes. 
 207. No Sinking Fund 

The provisions of Article 12 of the Original Indenture shall not be applicable to the Notes. 

208. Redemption of the Notes 
 The Notes
are subject to redemption, in whole at any time and in part from time to time, at the option of the Company, as set forth in the form of Note attached hereto as Exhibit A. 

209. Exchange of the Notes 
 In addition
to the circumstances set forth in Clause (2) of the last paragraph of Section 305 of the Original Indenture, and subject to the arrangements then existing between the Company and the applicable Depositary, the Company may at any time, in
its sole discretion, elect to have any Global Note exchanged in whole or in part for Notes registered in the name or names of Persons other than such Depositary or a nominee thereof. 

  
 4 








 Article III. 

MISCELLANEOUS PROVISIONS 
 301. Effect of
Seventh Supplemental Indenture 
 Upon the execution and delivery of this Seventh Supplemental Indenture by the Company and the Trustee,
the Indenture shall be supplemented and amended in accordance herewith, and this Seventh Supplemental Indenture shall form a part of the Indenture for all purposes. Except as otherwise provided herein, each and every term and condition contained in
this Seventh Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Original Indenture, as heretofore supplemented and amended by the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture, shall apply only to the Notes established hereby and not to any other series of Securities established under the Indenture. 

In the event of a conflict between any provisions of the Original Indenture, as heretofore supplemented and amended by the First Supplemental
Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, and this Seventh Supplemental Indenture, the relevant provision or provisions of this Seventh Supplemental Indenture shall govern. 

Except as supplemented or amended hereby, all other provisions in the Original Indenture, as heretofore supplemented and amended by the First
Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Seventh Supplemental Indenture, shall remain in full force and effect, and are
hereby ratified and confirmed. 
 302. Effective Date 

This Seventh Supplemental Indenture shall be effective as of the date first above written upon the execution and delivery hereof by the Company
and the Trustee. 
 303. Effect of Headings and Table of Contents 

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction or
interpretation hereof. 
 304. Successors and Assigns 

All covenants and agreements in this Seventh Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed
or not. 
 305. Separability Clause 
 In
case any provision in this Seventh Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
 5 








 306. Counterparts 

This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument. 
 307. Trustee Not Responsible for Recitals 

The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this Seventh Supplemental Indenture. 
 308. Governing Law 

This Seventh Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the law of the State of
New York, but without giving effect to applicable principles of conflicts of laws. 
 309. Applicable Tax Law  

In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related
to the Indenture in effect from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon
reasonable written request of the Trustee, to use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about Holders or other applicable parties and/or transactions (including any modification to
the terms of such transactions) so that the Trustee can determine whether it has tax related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect of taxes from payments
under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any “gross
up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this paragraph shall survive the satisfaction and discharge of the Indenture. 

[Signature page follows] 
  

  
 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly
executed, all as of the day and year first above written. 
  

					
	 NORTHROP GRUMMAN CORPORATION

		
	 By:
	 	 
		 	Name:	 	Stephen C. Movius
		 	Title:	 	Corporate Vice President and Treasurer


  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	 By:
	 	 
		 	Name:
		 	Title:


 [Signature Page to Seventh Supplemental Indenture] 







 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Global
Securities Legend] 
 [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ]* 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. ]† 
  

			
	Registered	  	CUSIP No.: 666807 BK7
		
	No. [        ]	  	Principal Amount: $[                    ]

  
 NORTHROP GRUMMAN CORPORATION 

3.200% Senior Note due 2027 
 1. Principal and
Interest. NORTHROP GRUMMAN CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [                            ]‡ [CEDE &
CO.]§, or registered assigns, 
  

 

	* 	To be included only if the Note is a Global Note. 


	† 	To be included only if the Depositary is The Depository Trust Company. 


	‡ 	To be included only if the Note is not a Global Note. 


	§ 	To be included only if the Note is a Global Note. 


  

			
	A-1	  	Face of Form of 3.200% Senior Note due 2027









 
the principal sum of
                                 Dollars, on February 1, 2027 (the
“Maturity Date”), and to pay interest thereon from December 1, 2016 (the “Original Issue Date”), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on
February 1 and August 1 in each year (each an “Interest Payment Date”), commencing August 1, 2017, at the rate of 3.200% per annum until the principal hereof is paid or made available for payment. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in the Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities to this Note (the “Predecessor Notes”)) is registered at the close of business on the January 15 or July 15 (whether or not a Business Day) (each, a “Regular Record
Date”), as the case may be, next preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to such Person on such Regular Record
Date and may either be paid to the Holder in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the
Indenture, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount
of interest accrued from and including the immediately preceding Interest Payment Date (or from and including the Original Issue Date, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the
Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will
accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. 
 2. Method of
Payment. The Company will pay the principal of and premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. [The Company will make
all payments of interest on this Global Note in accordance with the arrangements then existing between the Paying Agent and the Depositary, and all payments of principal of and premium, if any, on this Global Note at the Corporate Trust Office upon
surrender of this Global Note for payment.]** [The Company will make all payments of interest on this Note by mailing a check to the address of the Person entitled thereto, and all payments of
principal of and premium, if any, on this Note at the Corporate Trust Office upon surrender of this Note for payment.]†† 
  

	** 	To be included only if the Note is a Global Note. 


	†† 	To be included only if the Note is not a Global Note. 


  

			
	A-2	  	Face of Form of 3.200% Senior Note due 2027









 Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose. 

  

			
	A-3	  	Face of Form of 3.200% Senior Note due 2027









 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	NORTHROP GRUMMAN CORPORATION
		
	 By:
	 	 
		 	Name:
		 	Title:


 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series 
 designated therein
referred to in the within- 
 mentioned Indenture 
 THE BANK OF
NEW YORK MELLON, 
 as Trustee 

			
		
	 By:
	 	 
		 	Authorized Signatory

 Dated:
                                         
                                        

  

			
	A-4	  	Face of Form of 3.200% Senior Note due 2027









 [FORM OF REVERSE SIDE OF NOTE] 

3.200% Senior Note due 2027 
 3. Paying Agent
and Security Registrar. The Trustee shall initially act as the Paying Agent and Security Registrar in respect of the Notes and its Corporate Trust Office is designated as a place where the Notes may be presented for payment or for registration
of transfer or exchange. The Company may, however, change the Paying Agent or Security Registrar for the Notes without prior notice to any Holders, and the Company or any Subsidiary may act as Paying Agent or Security Registrar for the Notes. 

4. Indenture. This Note is one of a duly authorized series of Securities issued or to be issued in one or more series under an Indenture dated as of
November 21, 2001 (the “Original Indenture”), as supplemented and amended by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of
March 30, 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”) and a Seventh Supplemental Indenture dated as of December 1,
2016 (the “Seventh Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), by and between the
Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. 

This Note is one of the series designated as the “3.200% Senior Notes due 2027” of the Company initially limited in aggregate
principal amount to $750,000,000 (the “Notes”). Such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such
Additional Notes shall have the same ranking, interest rate, maturity date and other terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the
initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided,
however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from
the Notes. Additional series of Securities may be issued pursuant to the Indenture. 
 The Notes are unsecured senior obligations of
the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company. 
 The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all those terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a
statement of all those terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. 

  

			
	A-5	  	Reverse Side of Form of 3.200% Senior Note due 2027









 Capitalized terms used but not defined in this Note have the respective meanings ascribed to them
by the Indenture. 
 5. Optional Redemption. The Notes are subject to redemption, in whole at any time or in part from time to time, at the option of
the Company, in principal amounts of $1,000 and integral multiples of $1,000 above such amount (provided that the unredeemed portion of any Note redeemed in part may not be less than $2,000), upon not less than 15 days nor more than 60 days prior
notice as provided in the Indenture. Prior to the Par Call Date, the Redemption Price for the Notes will equal the sum of (i) the greater of (y) 100% of the principal amount of the Notes then Outstanding to be redeemed and (z) the sum
of the present values of the remaining scheduled payments of principal and interest on the Notes then Outstanding to be redeemed (not including any portion of any payments of such interest accrued to the Redemption Date) that would have been due if
the Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the Adjusted Treasury Rate (as defined below), as determined
by the Independent Investment Banker (as defined below), plus 15 basis points, and (ii) accrued and unpaid interest on the principal amount of the Notes then Outstanding to be redeemed to, but not including, the Redemption Date. 

On and after the Par Call Date, the Redemption Price for the Notes will equal the sum of (i) 100% of the principal amount of the Notes
then Outstanding to be redeemed and (ii) accrued and unpaid interest on the principal amount of the Notes then Outstanding to be redeemed to, but not including, the Redemption Date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a
Redemption Date will be payable on the Interest Payment Date to the Holders thereof as of the close of business on the corresponding Regular Record Date pursuant to Section 1 of this Note and Section 205 of the Seventh Supplemental
Indenture. 
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes (assuming such Notes matured on the Par Call Date). 

  

			
	A-6	  	Reverse Side of Form of 3.200% Senior Note due 2027









 “Comparable Treasury Price” means, with respect to any Redemption Date, (A) the
arithmetic mean of the Reference Treasury Dealer Quotations received for such Redemption Date, or (B) if only one Reference Treasury Dealer Quotation is received, such quotation. 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent
Investment Banker.” 
 “Par Call Date” means November 1, 2026. 

“Reference Treasury Dealer” means (A) Goldman, Sachs & Co. and J.P. Morgan Securities LLC (or their respective
affiliates which are primary U.S. Government securities dealers in the United States (“Primary Treasury Dealers”)), and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic
mean, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.
(New York City time) on the third Business Day preceding such Redemption Date. 
 With respect to any redemption of the Notes occurring
prior to the Par Call Date, the Company shall give the Trustee notice of the Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. 

In connection with any redemption of the Notes in part, if the Notes are represented by one or more Global Notes, interests in the Notes will
be selected for redemption by the Depositary in accordance with its standard procedures therefor. 
 6. Sinking Fund. The Notes are not subject to
any sinking fund or analogous provisions. 
 7. Denominations; Transfer; Exchange. The Notes are in registered form without coupons in denominations
of $2,000 and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. No service
charge shall be made for any registration of transfer or exchange of this Note, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of
transfer or exchange, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Notes are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any
Notes during the period beginning at the opening of business 15 days before the day of the mailing of the applicable notice of redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or
exchange any Note so selected for redemption in whole or in part (except the unredeemed portion of any Note being redeemed in part). 

  

			
	A-7	  	Reverse Side of Form of 3.200% Senior Note due 2027









 8. Persons Deemed Owner. The Holder of this Note may be treated as the owner of this Note for all
purposes. 
 9. Unclaimed Funds. If money for the payment of principal, premium or interest of or on the Notes remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its written request, subject to any applicable abandoned property laws. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee or
any Paying Agent for payment. 
 10. Defeasance and Discharge. The Notes will be subject to defeasance and discharge as set forth in
Section 1302 of the Original Indenture and to covenant defeasance as set forth in Section 1303 of the Original Indenture. 
 11. Amendment;
Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

12. Defaults and Remedies. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder, unless: the Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes; the Holders of not less than 25%
in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity; the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Notes. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein (including, in case of a redemption, on the Redemption Date). 

  

			
	A-8	  	Reverse Side of Form of 3.200% Senior Note due 2027









 13. Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

 14. No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for
any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or
of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released. 
 15. Trustee Dealings with the Company. Subject to certain limitations imposed by the Trust Indenture
Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

16. Successors and Assigns. All covenants and agreements in the Indenture by the Company shall bind its successors and assigns, whether so expressed or
not, except as provided in Section 802 of the Original Indenture. 
 17. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. 
 18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders thereof. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed
thereon. 
  
  

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 

Northrop Grumman Corporation 

2980 Fairview Park Drive 
 Falls
Church, Virginia 22042 
 Attention: Corporate Vice President and Secretary 

  

			
	A-9	  	Reverse Side of Form of 3.200% Senior Note due 2027









 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

			
	 TEN COM –
	  	as tenants in common
	 TEN ENT –
	  	as tenants by the entireties
	 JT TEN –
	  	as joint tenants with right of survivorship and not as tenants in common
	 UNIF GIFT MIN ACT –
	  	                     Custodian
                     under Uniform Gifts to Minors Act
                    
		  	    (Cust)                            
(Minor)                                        
                               (State)

 Additional abbreviations may also be used though not on the above list. 

  

			
	A-10	  	Reverse Side of Form of 3.200% Senior Note due 2027









 FORM OF ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please insert Social Security Number, Taxpayer
Identification No., or other identifying number of assignee) 
  
  

(Please print or typewrite name and address, including postal zip code, of assignee) 

the within Note of NORTHROP GRUMMAN CORPORATION and all rights thereunder, hereby irrevocably constituting and appointing: 

 
  
  

 
 (Please print or typewrite name and address,
including postal zip code, of attorney) 
 as attorney to transfer said Note on the books of the Company, with full power of substitution in the
premises. 
  

			
		
	
Dated:                  
                    
	  	  

		  	 (Signature)
  

		  	  

		  	  
 (Please print or typewrite
name and title if signing on behalf of an entity)

		
		  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.
		
	 Signature(s) Guaranteed:
	  	  

		  	(Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.)


  

			
	A-11	  	Reverse Side of Form of 3.200% Senior Note due 2027