TERRY W BURKS 4

4 · NORTHROP GRUMMAN CORP /DE/ · Filed Aug 22, 2003

Form 4

Period: 2003-08-20

Corp. VP & General Counsel

Transactions

Award
Stock Option ( Right-to-Buy)
2003-08-20$94.22/sh+15,000$1,413,300→ 15,000 total
Exercise: $94.22From: 2004-08-20Exp: 2013-08-19→ Common Stock (15,000 underlying)
Award
Common Stock
2003-08-20$94.22/sh+6,000$565,320→ 36,516 total

Holdings

Footnotes (4)

[F1]Total includes 1,160 remaining unvested Restricted Stock Rights granted pursuant to the 1993 Long Term Incentive Stock Plan (LTISP); the last two installments vest in increments of 580 shares on 11/22/03 and 11/22/04; 5,334 Restricted Performance Stock Rights (RPSRs) granted under the 1993 LTISP as to which the measurement period for the initial installment is 12/16/98 to 12/31/01 with performance determined subsequent thereto with delivery of shares made in 2002 and 2003. The measurement period for the two remaining installments will end on 12/31/03 with payments to be made in the following years 12/31/04 and 12/31/05; 6,000 RPSRs granted under the 2001 LTISP on 8/15/01 with the measurement period ending on 12/31/04; 6,000 RPSRs granted under the 2001 LTISP on 8/20/02 with the measurement period ending on 12/31/05; 6,000 RPSRs granted under the 2001 LTISP on 8/20/03 with the measurement period ending on 12/31/06.
[F2]Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 1, 2003. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
[F3]The option vests in four equal annual installments commencing on August 20, 2004.
[F4]Represents total options held under 8/20/03 grant.

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