EX-4.1





 Exhibit 4.1 

EXECUTION VERSION 
 NORTHROP
GRUMMAN CORPORATION 
 AND 
 THE
BANK OF NEW YORK MELLON, TRUSTEE 
  
  

NINTH SUPPLEMENTAL INDENTURE 

Dated as of March 23, 2020 

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 
  

 
 4.400% SENIOR
NOTES DUE 2030 
 5.150% SENIOR NOTES DUE 2040 

5.250% SENIOR NOTES DUE 2050 

  
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 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 Article I DEFINITIONS
	  	 	2	 
		
	 Article II ESTABLISHMENT OF 4.400% SENIOR NOTES DUE 2030, 5.150% SENIOR NOTES
DUE 2040 AND 5.250% SENIOR NOTES DUE 2050
	  	 	3	 
			
	 201.
	  	Establishment and Designation of the Notes	  	 	3	 
	 202.
	  	Principal Amount of the Notes; Maturity	  	 	3	 
	 203.
	  	Form of Notes; Denominations; Depositary	  	 	4	 
	 204.
	  	Payment	  	 	4	 
	 205.
	  	Interest Rate	  	 	4	 
	 206.
	  	Paying Agent and Security Registrar	  	 	5	 
	 207.
	  	No Sinking Fund	  	 	5	 
	 208.
	  	Optional Redemption	  	 	5	 
	 209.
	  	Exchange of the Notes	  	 	5	 
		
	 Article III MISCELLANEOUS PROVISIONS
	  	 	5	 
			
	 301.
	  	Effect of Ninth Supplemental Indenture	  	 	5	 
	 302.
	  	Effective Date	  	 	6	 
	 303.
	  	Effect of Headings and Table of Contents	  	 	6	 
	 304.
	  	Successors and Assigns	  	 	6	 
	 305.
	  	Separability Clause	  	 	6	 
	 306.
	  	Counterparts	  	 	6	 
	 307.
	  	Trustee Not Responsible for Recitals	  	 	6	 
	 308.
	  	Governing Law	  	 	6	 
	 309.
	  	Applicable Tax Law	  	 	7	 

 EXHIBIT A    Form of 4.400% Senior Notes due 2030 

EXHIBIT B    Form of 5.150% Senior Notes due 2040 

EXHIBIT C    Form of 5.250% Senior Notes due 2050 

  
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 This NINTH SUPPLEMENTAL INDENTURE dated as of March 23, 2020
(this “Ninth 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 240 Greenwich 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 three new series
of its Securities to be known as its “4.400% Senior Notes due 2030” (the “2030 Notes”), its “5.150% Senior Notes due 2040” (the “2040 Notes”) and its “5.250% Senior Notes due 2050”
(the “2050 Notes”, and, together with the 2030 Notes and the 2040 Notes, the “Notes”), respectively, the form and substance of each such series of Notes 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 Ninth Supplemental Indenture (collectively, the “Indenture”); 

WHEREAS, the Company has requested that the Trustee execute and deliver this Ninth 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 Ninth Supplemental Indenture
and make it a valid, binding and legal agreement of the Company, have been done or performed. 
 NOW, THEREFORE, THIS NINTH 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: 
 Article I 

DEFINITIONS 
 Unless the context
otherwise requires, capitalized terms used but not defined in this Ninth 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 Ninth Supplemental Indenture and shall have the meaning set forth in this Ninth Supplemental Indenture
only for purposes of this Ninth Supplemental Indenture: 
 “2030 Global Notes” has the meaning set forth in Section 203 of
this Ninth Supplemental Indenture. 
 “2040 Global Notes” has the meaning set forth in Section 203 of this Ninth Supplemental
Indenture. 
 “2050 Global Notes” has the meaning set forth in Section 203 of this Ninth Supplemental Indenture. 

“2030 Notes” has the meaning set forth in the recitals of this Ninth Supplemental Indenture. 

“2040 Notes” has the meaning set forth in the recitals of this Ninth Supplemental Indenture. 

“2050 Notes” has the meaning set forth in the recitals of this Ninth Supplemental Indenture. 

“Additional Notes” has the meaning set forth in Section 201 of this Ninth Supplemental Indenture. 

“Applicable Tax Law” has the meaning set forth in Section 309 of this Ninth Supplemental Indenture. 

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

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

“Global Notes” has the meaning set forth in Section 203 of this Ninth Supplemental Indenture. 

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

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

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

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

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

Article II 
 ESTABLISHMENT OF
4.400% SENIOR NOTES DUE 2030, 5.150% SENIOR NOTES DUE 2040 AND 5.250% SENIOR NOTES DUE 2050 
  

	201.	 Establishment and Designation of the Notes 



Pursuant to the terms hereof and Section 301 of the Original Indenture, the Company hereby establishes three new series of Securities, the
first series designated as the “4.400% Senior Notes due 2030,” the second series designated as the “5.150% Senior Notes due 2040,” and the third series designated as the “5.250% Senior Notes due 2050.”
Any such series may be reopened, from time to time, for issuances of an unlimited aggregate principal amount of additional Securities of such series (with respect to such series, the “Additional Notes”). Any such Additional Notes
shall have the same ranking, interest rate, maturity date and other terms of the series being reopened, 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 of the series being reopened, 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 of the series being reopened 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 of the series being reopened. 
  

	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 in respect of the


  
 3 













 
2030 Notes, $500,000,000 in respect of the 2040 Notes and $1,000,000,000 in respect of the 2050 Notes. The principal amount of the 2030 Notes shall be due and payable on May 1, 2030,
the principal amount of the 2040 Notes shall be due and payable on May 1, 2040 and the principal amount of the 2050 Notes shall be due and payable on May 1, 2050. 
  

	203.	 Form of Notes; Denominations; Depositary 



The 2030 Notes shall be initially issued in the form of one or more Global Securities (the “2030 Global Notes”) in substantially
the form set forth in Exhibit A hereto, the 2040 Notes shall be initially issued in the form of one or more Global Securities (the “2040 Global Notes”) in substantially the form set forth in
Exhibit B hereto and the 2050 Notes shall be initially issued in the form of one or more Global Securities (the “2050 Global Notes” and, together with the 2030 Global Notes and the 2040 Global Notes,
the “Global Notes”) in substantially the form set forth in Exhibit C 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. 
  

	205.	 Interest Rate 



Interest on the 2030 Notes shall accrue at the rate of 4.400% per annum, interest on the 2040 Notes shall accrue at the rate of 5.150% per
annum and interest on the 2050 Notes shall accrue at the rate of 5.250% per annum. Interest on the Notes shall accrue from March 23, 2020 or the most recent Interest Payment Date to which interest was paid or duly provided for. Interest on
the 2030 Notes, the 2040 Notes and the 2050 Notes shall be payable semiannually in arrears on May 1 and November 1, commencing on November 1, 2020 (each an “Interest Payment Date” for the 2030 Notes, the 2040 Notes
and the 2050 Notes), to the Persons in whose names such Notes are registered at the close of business on the April 15 or October 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” for the 2030 Notes, the 2040 Notes and the 2050 Notes). Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 

  
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	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.	 Optional Redemption 



The 2030 Notes are subject to redemption, as a whole or in part, at any time or from time to time, at the option of the Company, as set forth
in the form of 2030 Note attached hereto as Exhibit A. The 2040 Notes are subject to redemption, as a whole or in part, at any time or from time to time, at the option of the Company, as set forth in the form of 2040 Note
attached hereto as Exhibit B. The 2050 Notes are subject to redemption, as a whole or in part, at any time or from time to time, at the option of the Company, as set forth in the form of 2050 Note attached hereto as
Exhibit C. 
  

	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 of the same series registered in the name
or names of Persons other than such Depositary or a nominee thereof. 
 Article III 

MISCELLANEOUS PROVISIONS 
  

	301.	 Effect of Ninth Supplemental Indenture 



Upon the execution and delivery of this Ninth Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented and
amended in accordance herewith, and this Ninth 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 Ninth 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. 

  
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 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 Ninth Supplemental Indenture, the relevant provision or provisions of this Ninth 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 Ninth Supplemental Indenture, shall remain in full force and
effect, and are hereby ratified and confirmed. 
  

	302.	 Effective Date 



This Ninth 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 Ninth 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 Ninth 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. 
  

	306.	 Counterparts 



This Ninth 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 Ninth Supplemental Indenture. 
  

	308.	 Governing Law 



This Ninth Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the law of the State of New York. 

  
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	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] 

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

					
	NORTHROP GRUMMAN CORPORATION
		
	By:	 	 /s/ David F. Keffer

		 	Name:	 	David F. Keffer
		 	Title:	 	Corporate Vice President and
		 		 	Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON,,
	as Trustee
		
	By:	 	 /s/ Andres Serrano

		 	Name:	 	Andres Serrano
		 	Title:	 	Vice President


 [Signature Page to Ninth Supplemental Indenture] 












 EXHIBIT A 

[FORM OF FACE OF 2030 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.]1 

[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.]2 
  

			
	Registered	  	CUSIP No.: 666807 BS0
		
	No. [        ]	  	Principal Amount: $[            ]

 NORTHROP GRUMMAN CORPORATION 

4.400% Senior Note due 2030 
 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 [                            ]3 [CEDE & CO.]4, or registered assigns, the 
  

 

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



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



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



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




  

					
		  	A-1	  	Face of Form of 4.400% Senior Note due 2030














 
principal sum of                             
Dollars, on May 1, 2030 (the “Maturity Date”), and to pay interest thereon from March 23, 2020 (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 May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 4.400% 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 April 15 or October 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.]5 [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.]6 

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. 
  

 

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



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



  

					
		  	A-2	  	Face of Form of 4.400% Senior Note due 2030














 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 4.400% Senior Note due 2030














 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 4.400% Senior Note due 2030














 [FORM OF REVERSE SIDE OF 2030 NOTE] 

4.400% Senior Note due 2030 

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
Ninth Supplemental Indenture dated as of March 23, 2020 (the “Ninth 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 “4.400% Senior Notes due 2030” 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 4.400% Senior Note due 2030














 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, as a whole or in part, at any time or
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), on at least 15 days
but not 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 that would have been due if the Notes matured on the Par Call Date (not including any
portion of any payments of such interest accrued to the Redemption 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 50 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 Ninth 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). 

“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. 

  

					
		  	A-6	  	Reverse Side of Form of 4.400% Senior Note due 2030














 “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
February 1, 2030. 
 “Reference Treasury Dealer” means (A) J.P. Morgan Securities LLC, BofA Securities, Inc. and
Citigroup Global Markets Inc. (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 integral 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). 
 8. Persons Deemed
Owner. The Holder of this Note may be treated as the owner of this Note for all purposes. 

  

					
		  	A-7	  	Reverse Side of Form of 4.400% Senior Note due 2030














 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). 

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. 

  

					
		  	A-8	  	Reverse Side of Form of 4.400% Senior Note due 2030














 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. 
 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 4.400% Senior Note due 2030














 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 4.400% Senior Note due 2030














 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 4.400% Senior Note due 2030














 EXHIBIT B 

[FORM OF FACE OF 2040 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. ]7 

[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. ]8 
  

			
	Registered	  	CUSIP No.: 666807 BT8
		
	No. [        ]	  	Principal Amount: $[            ]

 NORTHROP GRUMMAN CORPORATION 

5.150% Senior Note due 2040 

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
[                        ]9 [CEDE & CO.]10, or registered assigns, the 
  

 

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



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



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



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




  

					
		  	B-1	  	Face of Form of 5.150% Senior Note due 2040














 
principal sum of                          Dollars, on May 1,
2040 (the “Maturity Date”), and to pay interest thereon from March 23, 2020 (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 May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.150% 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 April 15 or October 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.]11 [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.]12 
 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. 

 
  

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



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



  

					
		  	B-2	  	Face of Form of 5.150% Senior Note due 2040














 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. 

  

					
		  	B-3	  	Face of Form of 5.150% Senior Note due 2040














 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:
	 	  



  

					
		  	B-4	  	Face of Form of 5.150% Senior Note due 2040














 [FORM OF REVERSE SIDE OF 2040 NOTE] 

5.150% Senior Note due 2040 

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
Ninth Supplemental Indenture dated as of March 23, 2020 (the “Ninth 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 “5.150% Senior Notes due 2040” of the Company initially limited in aggregate
principal amount to $500,000,000 (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. 

  

					
		  	B-5	  	Reverse Side of Form of 5.150% Senior Note due 2040














 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, as a whole or in part, at any time or
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), on at least 15 days
but not 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 that would have been due if the Notes matured on the Par Call Date (not including any
portion of any payments of such interest accrued to the Redemption 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 50 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 Ninth 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). 

“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. 

  

					
		  	B-6	  	Reverse Side of Form of 5.150% Senior Note due 2040














 “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, 2039. 
 “Reference Treasury Dealer” means (A) J.P. Morgan Securities LLC, BofA Securities, Inc. and
Citigroup Global Markets Inc. (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 integral 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). 

8.    Persons Deemed Owner. The Holder of this Note may be treated as the owner of this Note for all purposes. 

  

					
		  	B-7	  	Reverse Side of Form of 5.150% Senior Note due 2040














 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). 

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. 

  

					
		  	B-8	  	Reverse Side of Form of 5.150% Senior Note due 2040














 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. 
 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 

  

					
		  	B-9	  	Reverse Side of Form of 5.150% Senior Note due 2040














 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. 

  

					
		  	B-10	  	Reverse Side of Form of 5.150% Senior Note due 2040














 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.)


  

					
		  	B-11	  	Reverse Side of Form of 5.150% Senior Note due 2040














 EXHIBIT C 

[FORM OF FACE OF 2050 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. ]13 

[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. ]14 
  

			
	Registered	  	CUSIP No.: 666807 BU5
		
	No. [        ]	  	Principal Amount: $[            ]

 NORTHROP GRUMMAN CORPORATION 

5.250% Senior Note due 2050 

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
[                        ]15 [CEDE & CO.]16, or registered assigns, the 
  

 

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



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



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



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




  

					
		  	C-1	  	Face of Form of 5.250% Senior Note due 2050














 
principal sum of                             
Dollars, on May 1, 2050 (the “Maturity Date”), and to pay interest thereon from March 23, 2020 (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 May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.250% 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 April 15 or October 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.]17 [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.]18 

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. 
  

 

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



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



  

					
		  	C-2	  	Face of Form of 5.250% Senior Note due 2050














 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. 

  

					
		  	C-3	  	Face of Form of 5.250% Senior Note due 2050














 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:	 	  



  

					
		  	C-4	  	Face of Form of 5.250% Senior Note due 2050














 [FORM OF REVERSE SIDE OF 2050 NOTE] 

5.250% Senior Note due 2050 

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
Ninth Supplemental Indenture dated as of March 23, 2020 (the “Ninth 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 “5.250% Senior Notes due 2050” of the Company initially limited in aggregate
principal amount to $1,000,000,000 (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. 

  

					
		  	C-5	  	Reverse Side of Form of 5.250% Senior Note due 2050














 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, as a whole or in part, at any time or
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), on at least 15 days
but not 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 that would have been due if the Notes matured on the Par Call Date (not including any
portion of any payments of such interest accrued to the Redemption 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 50 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 Ninth 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). 

“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. 

  

					
		  	C-6	  	Reverse Side of Form of 5.250% Senior Note due 2050














 “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, 2049. 
 “Reference Treasury Dealer” means (A) J.P. Morgan Securities LLC, BofA Securities, Inc. and
Citigroup Global Markets Inc. (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 integral 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). 

8.    Persons Deemed Owner. The Holder of this Note may be treated as the owner of this Note for all purposes. 

  

					
		  	C-7	  	Reverse Side of Form of 5.250% Senior Note due 2050














 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). 

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. 

  

					
		  	C-8	  	Reverse Side of Form of 5.250% Senior Note due 2050














 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. 
 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 

  

					
		  	C-9	  	Reverse Side of Form of 5.250% Senior Note due 2050














 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. 

  

					
		  	C-10	  	Reverse Side of Form of 5.250% Senior Note due 2050














 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.)


  

					
		  	C-11	  	Reverse Side of Form of 5.250% Senior Note due 2050