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                                                                    EXHIBIT 24.1

                               POWER OF ATTORNEY

                 FILING OF REGISTRATION STATEMENT ON FORM S-4

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned NORTHROP GRUMMAN
CORPORATION, a Delaware corporation and NNG, Inc. a Delaware corporation (both
herein collectively and singly, the "Corporation" each hereby nominates and
appoints RICHARD B. WAUGH, JR., W. BURKS TERRY and JOHN H. MULLAN, and each of
them acting or signing singly, its agents and attorneys-in-fact (the "Agents"),
in its name to execute and/or file (1) a registration statement on Form S-4
under the Securities Act of 1933, as amended, (the "Act"), in connection with
the registration, offer and sale or exchange under the Act of shares of Common
Stock of this Corporation in connection with the Corporation's tender or
exchange offer (including any associated merger transaction) for the Common
Stock, $1.00 par value per share and Series B $2.00 Cumulative Preferred Stock,
$5.00 par value per share of Litton Industries, Inc.; and (2) any one or more
amendments to any part of the foregoing registration statement, including any
post-effective amendments or appendices or supplements that may be required to
be filed under the Act to keep such registration statement effective or to
terminate its effectiveness.

     Further, the undersigned Corporation does hereby authorize and direct the
said agents and attorneys-in-fact to take any and all actions and execute and
file any and all documents with the Securities and Exchange Commission (the
"SEC"), or state regulatory agencies, necessary, proper or convenient in their
opinion to comply with the Act and the rules and regulations or orders of the
SEC, or state regulatory agencies, adopted or issued pursuant thereto, including
the making of any requests for acceleration of the effective date of said
registration statement, to the end that the registration statement of the
Corporation shall become effective under the Act and any other applicable law.

     Finally, the undersigned Corporation does hereby ratify, confirm and
approve each and every act and document which the said appointed agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and effect as though such action had been taken or such documents had been
executed or filed by the undersigned Corporation respectively.

     This Power of Attorney shall remain in full force and effect until revoked
or superseded by written notice filed with the SEC.

     IN WITNESS WHEREOF, Northrop Grumman Corporation has executed this Power of
Attorney on the 31st day of January 2001.


                                    NORTHROP GRUMMAN CORPORATION


                                    By: /s/ KENT KRESA
                                       -----------------------------------------
                                       Kent Kresa, Chairman, President and
                                       Chief Executive Officer
ATTEST
                                       NNG, INC.


                                    By:
                                       -----------------------------------------

[Corporate Seal]
