THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Northrop Grumman Corporation (NOC)

4/12/2006 Proxy Information

Mr. Sharer’s daughter, Heather De Roos was hired as a Human Resources Representative at the Company’s Space Technology sector in December 2004 after having worked as a contract employee. She was paid $66,308 in 2005 and her current annual salary is $75,900.

Dr. Slaughter is President and Chief Executive Officer of The National Action Council for Minorities in Engineering (“NACME”). In 2005, the Northrop Grumman Foundation donated $100,000 to NACME, which is less than two percent (2%) of NACME’s consolidated gross revenues. This donation was made through the normal charitable contribution process and was allocated solely to student scholarship support, research related activities and major K-12 initiatives.

Mr. Odeen is the CEO of QinetiQ North America. In 2005 the Company’s Mission Systems Sector had three purchase orders with QinetiQ North America totaling $1,094,384 for among other things, satellite identification systems with installation, training, and maintenance. Mr. Odeen was not involved in the awarding or performance of this contract, and the amount paid to QinetiQ North America has no effect on his compensation.

Admiral Larson’s son-in-law, Laurence C. Datko was hired by the Company at its Electronic Systems sector as a Program Manager in 2004 following a 20 year military career. Mr. Datko was paid $102,341 in 2005 and his current annual salary is $108,156. Mr. Datko is an adult who does not live in the same household as Admiral Larson. He is compensated according to standard Company practices and is not an executive officer. The Board of Directors reviewed the circumstances surrounding the employment of Mr. Datko and determined that Admiral Larson does not have any direct or indirect material interest in the employment relationship of his son-in-law.

The Board does not consider any of the above described transactions to be “material relationships” with the Company that would preclude a finding of independence under NYSE rules.

The Company employs more than 125,000 people in all 50 states and 25 countries and actively seeks to hire the most qualified candidates and thus does not prohibit the hiring of family members. The employment of various family members of the current executive officers is described below. These relationships (and the 2005 cash compensation) include Mr. Seymour’s brother-in-law, Kurt Goette, Program Management 4, ($97,094 and $2,116 awarded pursuant to a Results Sharing plan); Mr. O’Neill’s son Justin O’Neill, Administrative Support 2, ($18,865); Jerry Agee’s son-in-law Kemal Oflus, Systems Engineer 2, ($71,987); James Pitts’ daughter, Elizabeth Pitts-Madonna, Human Resources Generalist, ($61,048 and $1,500 pursuant to the Timely Awards Plan); daughter, Anne Pitts, Export Control Compliance Representative, ($40,192 and $700 awarded pursuant to a Results Sharing plan); brother, John Pitts, Engineering Production Support, ($56,137); and brother-in-law Brian Miller, Mechanical Engineer, ($77,096 and $500 pursuant to the Timely Award Plan and a Patent Award for $600); James L. Sanford’s wife, Jean Holden, Business Manager for Advanced Programs ($155,454 and $58,013 bonus awarded pursuant to the Performance Achievement Plan).

The compensation of each family member was established in accordance with the Company’s employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. None of these individuals are executive officers of the Company.

4/12/2005 Proxy Information

Dr. Slaughter is President and Chief Executive Officer of The National Action Council for Minorities in Engineering (“NACME”). In 2004, the Northrop Grumman Foundation donated $100,000 to NACME, which is less than two percent (2%) of NACME’s consolidated gross revenue. This donation was made through the normal charitable contribution process and was allocated solely to student scholarship support, research related activities and major K-12 initiatives.

Admiral Larson’s son-in-law, Laurence C. Datko was hired by the Company at its Electronic Systems sector as a Program Manager on July 7, 2004 following a 20 year military career. Mr. Datko’s annual salary is $100,000, and in 2004 he earned $48,483 in salary and received a $10,000 signing bonus.

Mr. Datko is an adult who does not live in the same household as Admiral Larson. He is compensated according to standard Company practices and is not an executive officer. The Board of Directors reviewed the circumstances surrounding the hiring of Mr. Datko and determined that Admiral Larson does not have any direct or indirect material interest in the employment relationship of his son-in-law.

Mr. Sharer’s daughter, Heather De Roos was hired as a Human Resources Representative at the Company’s Space Technology sector on December 20, 2004 after having worked as a contract employee. She was paid $2,500 in 2004 as a Company employee and $50,785 for the period of April 17, 2004 through December 19, 2004 when she was a contract employee. Her annual salary is $73,008.

Ms. De Roos is an adult who does not live with her father. She is compensated according to standard company practices and is not an executive officer. The Board of Directors reviewed the circumstances surrounding the hiring of Ms. De Roos and determined that Mr. Sharer does not have any direct or indirect material interest in the employment relationship of his daughter.

4/12/2004 Proxy Information

Kent Kresa was also Chairman of Northrop Grumman Corporation from September 1990 to April 2003 and Chief Executive Officer from January 1990 to April 2003.

Mr. Nussbaum, one of our directors, is Executive Vice President of BearingPoint, Inc. (formerly KPMG Consulting, Inc.). The Company paid a total of $1,624,682 ($1,500,779 pursuant to competitive bid) to BearingPoint, Inc. in 2003, primarily for services rendered in connection with a contract from the U.S. Navy to analyze the organization and operation of the Office of the General Counsel. Mr. Nussbaum was not involved with the awarding or performance of this contract and the amount paid to BearingPoint has no effect on his compensation.

Dr. Slaughter, one of our directors, is President and Chief Executive Officer of The National Action Council for Minorities in Engineering (“NACME”). In 2003, the Northrop Grumman Foundation donated $100,000 to NACME, which is less than two percent (2%) of NACME’s consolidated gross revenues. This donation was made through the normal charitable contribution process and was allocated solely to student scholarship support, research related activities and major K-12 initiatives.

Kent Kresa was also Chairman of Northrop Grumman Corporation from September 1990 to April 2003 and Chief Executive Officer from January 1990 to April 2003.

4/4/2003 Proxy Information

Ms. Aulana Peters, one of our directors, retired as a partner of the law firm of Gibson, Dunn & Crutcher on December 31, 2000. The firm provided legal counsel during 2002 in connection with various corporate matters

Mr. Jay H. Nussbaum, also one of our directors, is Executive Vice President of BearingPoint, Inc. (formerly KPMG Consulting, Inc.) The Company paid a total of $203,335 to BearingPoint, Inc. in 2002, primarily for technical services on the Total Systems Support Partnership, (“TSSP”) a joint program between the Company and the U.S. Air Force for total support for the B-2 aircraft operations and depot. These services were provided through the Integrated Systems and Information Technology sectors with BearingPoint, Inc. advising the TSSP on the best methods for extracting data from government databases, the preferred relationship with those databases and Company maintained databases and similar aid.