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                                                                     Exhibit 1-1

                         NORTHROP GRUMMAN CORPORATION

                                 COMMON STOCK

                      [WARRANTS TO PURCHASE COMMON STOCK]

                            UNDERWRITING AGREEMENT

          1.   INTRODUCTORY.  Northrop Grumman Corporation, a Delaware
corporation ("Company"), proposes to issue and sell from time to time [warrants
("Warrants") to purchase] shares of its ____________________ ("Common Stock")
(including any [Warrants] [shares of Common Stock] issued and sold pursuant to
the terms of any over allotment option, if any) registered under the
registration statement referred to in Section 2(a) ("Registered Securities").
Particular offerings of the Registered Securities will be sold pursuant to a
Terms Agreement referred to in Section 3, for resale in accordance with terms of
offering determined at the time of sale.

          The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities".  The firm or firms which agree to
purchase the Securities are hereinafter referred to as the "Underwriters" of
such Securities, and the representative or representatives of the Underwriters,
if any, specified in a Terms Agreement referred to in Section 3 are hereinafter
referred to as the "Representatives"; provided, however, that if the Terms
Agreement does not specify any representative of the Underwriters, the term
"Representatives", as used in this Agreement (other than in Sections 2(b), 5(c)
and 6 and the second sentence of Section 3), shall mean the Underwriters.

          2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to, and agrees with, each Underwriter that:

               (a) A registration statement (No. 333-________), including a
     prospectus, relating to the Registered Securities has been filed with the
     Securities and Exchange Commission ("Commission") and has become effective;
     no order preventing or suspending the use of such Prospectus has been
     issued by the Commission and no proceeding for that purpose has been
     threatened or initiated by the Commission.  Such registration statement, as
     amended at the time of any Terms Agreement referred to in Section 3, is
     hereinafter referred to as the "Registration Statement," and the prospectus
     included in such Registration Statement, as supplemented as contemplated by


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     Section 3 to reflect the terms of the Securities and the terms of offering
     thereof, as first filed with the Commission pursuant to and in accordance
     with Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933, as
     amended (the "Act"), including all material filed pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference therein, is hereinafter referred to as the
     "Prospectus."

               (b) On the effective date of the registration statement relating
     to the Registered Securities, such registration statement conformed in all
     respects to the requirements of the Act and the rules and regulations of
     the Commission ("Rules and Regulations") and did not include any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, and on the date of each Terms Agreement referred to in Section
     3, the Registration Statement and the Prospectus will conform in all
     respects to the requirements of the Act and the Rules and Regulations, and
     neither of such documents will include any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, except that the
     foregoing does not apply to statements in or omissions from any of such
     documents based upon written information furnished to the Company by any
     Underwriter through the Representatives, if any, specifically for use
     therein.

               (c) The documents incorporated by reference in the Prospectus,
     when they became effective or were filed with the Commission, as the case
     may be, conformed in all material respects to the requirements of the Act
     and the Exchange Act, as applicable, and the Rules and Regulations, and
     none of such documents contained an untrue statement of a material fact or
     omitted to state a material fact required to be stated therein not
     necessary to make the statements therein not misleading.

               (d) Each of the Company and its significant subsidiaries listed
     on Schedule A hereto (each, a "Subsidiary" and, collectively, the
     "Subsidiaries") has been duly organized, is validly existing as a
     corporation in good standing under the laws of its jurisdiction of
     organization and has the requisite corporate power and authority to carry
     on its business as currently being conducted, to own, lease and operate its
     properties, and each is duly qualified and is in good standing as a foreign
     corporation authorized to do business in each jurisdiction where the
     operation, ownership or leasing of property or the conduct of its business
     requires such qualification, except where the failure to be so qualified
     would not, singly or in the aggregate, have a material adverse effect on
     the properties, business, results of operations, condition (financial or

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     otherwise), affairs or prospects of the Company and the Subsidiaries, taken
     as a whole (a "Material Adverse Effect").

               (e) All of the outstanding shares of capital stock of the Company
     have been duly authorized and validly issued and are fully paid and non-
     assessable, are not subject to any preemptive rights and conform to the
     description thereof contained in the Prospectus.  All of the issued and
     outstanding shares of capital stock of, or other ownership interest in,
     each Subsidiary have been duly and validly authorized and issued and are
     fully paid and non-assessable and not subject to any preemptive rights, and
     all of the shares of capital stock of, or other ownership interests in,
     each Subsidiary are owned, directly or through Subsidiaries, by the
     Company.  Except as set forth in the Prospectus, all such shares of capital
     stock are owned free and clear of any security interest, mortgage, pledge,
     claim, lien or encumbrance (each, a "Lien").  There are no outstanding
     subscriptions, rights, warrants, options, calls, convertible securities,
     commitments or sale or Liens related to or entitling any person to purchase
     or otherwise to acquire any shares of the capital stock of, or other
     ownership interest in, any Subsidiary.

               (f) [The Securities have been duly authorized and validly issued,
     are fully paid and nonassessable and free of preemptive rights;] [Upon the
     exercise of the Securities and the payment of the exercise price contained
     therein, the Common Stock to be issued upon such exercise will be duly
     authorized, validly issued, fully paid and non-assessable and free of any
     preemptive rights;] the Securities conform to the description thereof
     contained in the Prospectus; the stockholders of the Company have no
     preemptive rights with respect to the Securities; and the Securities when
     so issued, delivered and sold, will conform, to the description thereof
     contained in the Prospectus.

               (g) [The Warrant Agreement by and between the Company and
     ______________________, as warrant agent (the "Warrant Agreement"), has
     been duly authorized and validly executed and delivered by the Company and
     constitutes a valid and legally binding agreement of the Company,
     enforceable against the Company in accordance with its terms.]

               (h) Each of the firms of accountants that has certified or shall
     certify the applicable consolidated financial statements and supporting
     schedules of the Company, filed or to be filed with the Commission as part
     of the Registration Statement and the Prospectus or incorporated by
     reference therein are independent public accountants with respect to the
     Company and the Subsidiaries, as required by the Act.  The consolidated
     historical and PRO FORMA financial statements, together with related
     schedules and notes, set forth in the Prospectus and the Registration
     Statement or incorporated by reference therein comply as to form in all
     material respects with the

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     requirements of the Act. Such historical financial statements fairly
     present the consolidated financial position of the Company and the
     Subsidiaries at the respective dates indicated and the results of their
     operations and their cash flows for the respective periods indicated, in
     accordance with generally accepted accounting principles ("GAAP")
     consistently applied throughout such periods. The other financial and
     statistical information and data included in the Prospectus and in the
     Registration Statement re, in all material respects, accurately presented
     and prepared on a basis consistent with such financial statements and the
     books and records of the Company.

               (i) No holder of any security of the Company has or will have any
     right to require the registration of such security by virtue of any
     transaction contemplated by this Agreement [or the Warrant Agreement].

               (j) The Company has not (i) taken, directly or indirectly, any
     action designed to cause or to result in, or that has constituted or which
     might reasonably be expected to constitute, the stabilization or
     manipulation of the price of any security of the Company to facilitate the
     sale or resale of the Securities or (ii) since the initial filing of the
     Registration Statement (A) sold, bid for, purchased, or paid anyone any
     compensation for soliciting purchases of, the Securities or (B) paid or
     agreed to pay to any person any compensation for soliciting another to
     purchase any other securities of the Company.

          3.   PURCHASE AND OFFERING OF SECURITIES.  The obligation of the
Underwriters to purchase the Securities will be evidenced by an exchange of
telegraphic or other written communications ("Terms Agreement") at the time the
Company determines to sell the Securities.  The Terms Agreement will incorporate
by reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the firm or firms which will be Underwriters, the
names of any Representatives, the number of shares to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters, the amount of
the over allotment option, if any, and the terms of the Securities not already
specified, including, but not limited to dividends.  The Terms Agreement will
also specify the time and date of delivery and payment (such time and date, or
such other time not later than seven full business days thereafter as the
Representatives and the Company agree as the time for payment and delivery,
being herein and in the Terms Agreement referred to as the "Closing Date"), the
place of delivery and payment and any details of the terms of offering that
should be reflected in the prospectus supplement relating to the offering of the
Securities.  The obligations of  the Underwriters to purchase the Securities
will be several and not joint.  It is understood that the Underwriters propose
to offer the Securities for sale as set forth in the Prospectus.  The Securities
delivered to the Underwriters on the Closing Date will be in definitive, fully
registered form, in such denominations and registered in such names as the
Underwriters may request.

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          4.   CERTAIN AGREEMENTS OF THE COMPANY.  The Company agrees with the
several Underwriters that it will furnish to _____________, counsel for the
Underwriters, one signed copy of the registration statement relating to the
Registered Securities, including all exhibits, in the form it became effective
and of all amendments thereto and that, in connection with each offering of
Securities:

               (a) The Company will file the Prospectus with the Commission
     pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if
     consented to by the Representatives, subparagraph (5)) not later than the
     second business day following the execution and delivery of the Terms
     Agreement.

               (b) The Company will advise the Representatives promptly of any
     proposal to amend or supplement the Registration Statement or the
     Prospectus and will afford the Representatives a reasonable opportunity to
     comment on any such proposed amendment or supplement; and the Company will
     also advise the Representatives promptly of the filing of any such
     amendment or supplement and of the institution by the Commission of any
     stop order proceedings in respect of the Registration Statement or of any
     part thereof and will use its best efforts to prevent the issuance of any
     such stop order and to obtain as soon as possible its lifting, if issued.

               (c) If, at any time when a prospectus relating to the Securities
     is required to be delivered under the Act, any event occurs as a result of
     which the Prospectus as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or if it is necessary at any
     time to amend the Prospectus to comply with the Act, the Company promptly
     will prepare and file with the Commission an amendment or supplement which
     will correct such statement or omission or an amendment which will effect
     such compliance.  Neither the Representatives' consent to, nor the
     Underwriters' delivery of, any such amendment or supplement shall
     constitute a waiver of any of the conditions set forth in Section 5.

               (d) As soon as practicable following the issuance and sale of any
     of the Registered Securities, the Company will make generally available to
     its security holders and to the Representatives an earnings statement or
     statements of the Company and its subsidiaries which will comply with the
     provisions of Section 11(a) of the Act and Rule 158 under the Act.

               (e) The Company will furnish to the Representatives copies of the
     Registration Statement, including all exhibits, any related Prospectus, any
     related preliminary prospectus supplement, the Prospectus and all
     amendments

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     and supplements to such documents, in each case as soon as available and in
     such quantities as are reasonably requested.

               (f) The Company will arrange for the qualification of the
     Securities for sale under the laws of such jurisdictions as the
     Representatives designate and will continue such qualifications in effect
     so long as required for the distribution.

               (g) During the period of 5 years after the date of any Terms
     Agreement, the Company will furnish to the Representatives and, upon
     request, to each of the other Underwriters, if any, as soon as practicable
     after the end of each fiscal year a copy of its annual report to
     stockholders for such year, and the Company will furnish to the
     Representatives (i) as soon as available, a copy of each report or
     definitive proxy statement of the Company filed with the Commission under
     the Exchange Act or mailed to stockholders, and (ii) from time to time,
     such other information concerning the Company as the Representatives may
     reasonably request.

               (h) The Company will pay all expenses incident to the performance
     of its obligations under this Agreement and will reimburse the Underwriters
     for any expenses (including fees and disbursements of counsel) incurred by
     them in connection with qualification of the Registered Securities for sale
     and determination of their eligibility for investment under the laws of
     such jurisdictions as the Representatives may designate pursuant to Section
     4(f) hereof and the printing of memoranda relating thereto, for any fees
     charged by investment rating agencies for the rating of the Securities, for
     fees charged by the National Association of Securities Dealers, Inc. and
     for expenses incurred in distributing the Prospectus, any preliminary
     prospectuses and any preliminary prospectus supplements to Underwriters. It
     is understood, however, that, except as provided in this Section, Section 6
     and Section 8 hereof, the Underwriters will pay all of their own costs and
     expenses, including the fees of their counsel, transfer taxes on resale of
     any of the Securities by them, and any advertising expenses connected with
     any offers they may make.

               (i) For a period beginning at the time of execution of the Terms
     Agreement and ending 90 days after the Closing Date, without the prior
     consent of the Representatives, the Company will not offer, sell, contract
     to sell or otherwise dispose of any shares of capital stock of the Company.

          5.   CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.  The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers

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made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

               (a) On or prior to the date of the Terms Agreement, the
     Representatives shall have received a letter, dated the date of delivery
     thereof, of Deloitte & Touche LLP, confirming that they are independent
     public accountants within the meaning of the Act and the applicable
     published Rules and Regulations thereunder and stating in effect that:

                    (i)   in their opinion, the consolidated financial
          statements and schedules examined by them and incorporated by
          reference in the Registration Statement relating to the Registered
          Securities, as amended at the date of such letter, comply in form in
          all material respects with the applicable accounting requirements of
          the Act and the related published Rules and Regulations;

                   (ii)   they have performed procedures specified by the
          American Institute of Certified Public Accountants for a review of
          interim financial information as described in Statement on Auditing
          Standards No. 71, "Interim Financial Information" on the unaudited
          condensed consolidated financial statements incorporated by reference
          in the Registration Statement;

                  (iii)   on the basis of the procedures referred to in (ii)
          above, and inquiries of officials of the Company who have
          responsibility for financial and accounting matters, nothing came to
          their attention that caused them to believe that:  any modifications
          should be made to the unaudited condensed consolidated financial
          statements incorporated by reference in the Registration Statement for
          them to be in conformity with generally accepted accounting
          principles, and such unaudited condensed financial statements
          incorporated by reference in the Registration Statement do not comply
          in form in all material respects with the applicable accounting
          requirements of the Act and the related published Rules and
          Regulations;

                   (iv)   they have compared specified dollar amounts (or
          percentages derived from such dollar amounts) and other financial
          information, including the ratio of earnings to fixed charges,
          contained in such prospectus (in each case to the extent that such
          dollar amounts, percentages and other financial information are
          derived from the general accounting records

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          and other procedures specified in such letter and have found such
          dollar amounts, percentages and other financial information to be in
          agreement with such results, except as otherwise specified in such
          letter.

     All financial statements and schedules included in material incorporated by
     reference into such prospectus shall be deemed included in such prospectus
     for purposes of this subsection.

               (b)  The Prospectus shall have been filed with the Commission in
     accordance with the Rules and Regulations and Section 4(a) of this
     Agreement. No stop order suspending the effectiveness of the Registration
     Statement or of any part thereof shall have been issued and no proceedings
     for that purpose shall have been instituted or, to the knowledge of the
     Company or any Underwriter, shall be contemplated by the Commission.

               (c)  Subsequent to the execution of the Terms Agreement, there
     shall not have occurred (i) any change, or any development involving a
     prospective change, in or affecting particularly the business or properties
     of the Company or its Subsidiaries which, in the judgment of a majority in
     interest of the Underwriters, including any Representatives, materially
     impairs the investment quality of the Securities or the Registered
     Securities; (ii) any downgrading in the rating of any debt securities or
     preferred stock of the Company by any "nationally recognized statistical
     rating organization" (as defined for purposes of Rule 436(g) under the
     Act), or any public announcement that any such organization has under
     surveillance or review its rating of any debt securities or preferred stock
     of the Company (other than an announcement with positive implications of a
     possible upgrading, and no implication of a possible downgrading, of such
     rating); (iii) any suspension or limitation of trading in securities
     generally on the New York Stock Exchange, or any setting of minimum prices
     for trading on such exchange, or any suspension of trading of any
     securities of the Company on any exchange or in the over-the-counter
     market; (iv) any banking moratorium declared by Federal or New York
     authorities; or (v) any outbreak or escalation of major hostilities in
     which the United States is involved, any declaration of war by Congress or
     any other substantial national or international calamity or emergency if,
     in the judgment of a majority in interest of the Underwriters, including
     any Representatives, the effect of any such outbreak, escalation,
     declaration, calamity or emergency makes it impractical or inadvisable to
     proceed with completion of the sale of and payment for the Securities.

               (d)  The Representatives shall have received an opinion, dated
     the Closing Date, of Sheppard, Mullin, Richter & Hampton LLP, counsel for
     the Company, to the effect that:

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                    (i)    Each of the Company and its Subsidiaries has been
          duly incorporated and is an existing corporation in good standing
          under the laws of the State of its jurisdiction of incorporation, with
          corporate power and authority to own its properties and conduct its
          business as described in the Prospectus; and, to the best of such
          counsel's knowledge, each of the Company and its Subsidiaries is duly
          qualified to do business as a foreign corporation in good standing in
          all other jurisdictions in which it owns or leases substantial
          properties or in which the conduct of its business requires such
          qualification, except where the failure to qualify would not have a
          Material Adverse Effect;

                    (ii)   The Company has authorized capitalization as set
          forth in the Prospectus ;

                    (iii)  [The Securities have been duly authorized and validly
          issued, are fully paid and nonassessable and free of preemptive
          rights;] [Upon the exercise of the Securities and the payment of the
          exercise price contained therein, the Common Stock to be issued upon
          such exercise will be duly authorized, validly issued, fully paid and
          non-assessable and free of any preemptive rights;] the Securities
          conform to the description thereof contained in the Prospectus; and
          the stockholders of the Company have no preemptive rights with respect
          to the Securities;

                    (iv)   To the best of such counsel's knowledge, after due
          inquiry, no holder of any security of the Company has any right to
          require registration of shares of Common Stock or any other security
          of the Company;

                    (v)    No consent, approval, authorization or order of, or
          filing with, any governmental agency or body or any court is required
          for the consummation of the transactions contemplated by the Terms
          Agreement (including the provisions of this Agreement) [or the Warrant
          Agreement] in connection with the issuance or sale of the Securities
          by the Company, except such as have been obtained and made under the
          Act and such as may be required under state securities laws;

                    (vi)   The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement) [and the
          Warrant Agreement] and the issuance and sale of the Securities and
          compliance with the terms and provisions thereof will not result in a
          breach or violation of any of the terms and provisions of, or
          constitute a default under, any Federal, California or Delaware
          statute, any rule, regulation or order of any governmental agency or
          body or any court

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          having jurisdiction over the Company or any of its properties or any
          material agreement or instrument to which the Company is a party or by
          which the Company is bound or to which any of the properties of the
          Company is subject, or the charter or by-laws of the Company, and the
          Company has full power and authority to authorize, issue and sell the
          Securities as contemplated by the Terms Agreement (including the
          provisions of this Agreement);

                    (vii)   After due inquiry, such counsel does not know of any
          legal or governmental proceeding pending or threatened to which the
          Company or any of its Subsidiaries is a party or to which any of their
          respective property is subject which is required to be described in
          the Registration Statement or the Prospectus and is not so described;

                    (viii)  The Registration Statement has become effective
          under the Act, the Prospectus was filed with the Commission pursuant
          to the subparagraph of Rule 424(b) specified in such opinion on the
          date specified therein, and, to the best of the knowledge of such
          counsel, no stop order suspending the effectiveness of the
          Registration Statement or of any part thereof has been issued and no
          proceedings for that purpose have been instituted or are pending or
          contemplated under the Act, and the Registration Statement and the
          Prospectus (other than the financial statements and notes thereto and
          supporting schedules and other financial and statistical information
          contained therein as to which such counsel need express no opinion)
          complied as to form in all material respects with the requirements of
          the Act and the Rules and Regulations; and

                    (ix)    The Terms Agreement (including the provisions of
          this Agreement) have been duly authorized, executed and delivered by
          the Company.

          Such counsel shall also state that on the basis of their involvement
in the preparation of the Registration Statement and although they have not
verified the accuracy or completeness of the statements contained therein or in
any amendment thereto, nothing has come to the attention of such counsel which
causes them to believe that the Registration Statement or the Prospectus (other
than the financial statements and notes thereto and supporting schedules and
other financial and statistical information contained therein) contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading; and such counsel does not know of any contracts or documents of a
character required to be described in the Registration Statement or Prospectus
or to be filed as exhibits to the Registration Statement which are not described
and filed as required; it being understood that such counsel need express

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no opinion as to the financial statements or other financial data contained in
the Registration Statement or the Prospectus.

          In rendering such opinion, such counsel shall opine as to the effect
of the federal laws of the United States, the internal laws of the States of
California and New York and the General Corporation Laws of the State of
Delaware. As to matters involving application of the laws of the State of New
York, to the extent specified in such opinion, such counsel may rely on the
opinion of other counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters.

               (e)  The Representatives shall have received an opinion, dated
     the Closing Date, of __________________, to the effect that:

                    (i)  The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement) [and the
          Warrant Agreement] and the issuance and sale of the Securities and
          compliance with the terms and provisions thereof will not result in a
          breach or violation of any of the terms and provisions of, or
          constitute a default under, any Federal, California or Delaware
          statute or any rule, regulation or order of any governmental agency or
          body or any court having jurisdiction over the Company or any of its
          properties or any material agreement or instrument to which the
          Company is a party or by which the Company is bound or to which any of
          its properties is subject, or the charter or by laws of the Company,
          and the Company has the power and authority to authorize, issue and
          sell the Securities as contemplated by the Terms Agreement (including
          the provisions of this Agreement); and

                    (ii) Such counsel does not know of any legal or governmental
          proceeding pending or threatened to which the Company or any of its
          Subsidiaries is a party or to which any of their respective properties
          is subject which is required to be described in the Registration
          Statement or the Prospectus and is not so described, or of any
          contract or other document which is required to be described in the
          Registration Statement or the Prospectus or is required to be filed as
          an exhibit to the Registration Statement which is not described or
          filed as required.

     In rendering such opinion, such counsel shall opine as to the effect of the
     federal laws of the United States, the internal laws of the State of
     California and the General Corporation Laws of the State of Delaware.

               (f)  The Representatives shall have received from __________,
     counsel for the Underwriters, such opinion or opinions, dated the Closing
     Date, with respect to the incorporation of the Company, the validity of the
     Securities,

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     the Registration Statement, the Prospectus and other related matters as
     they may require, and the Company shall have furnished to such counsel such
     documents as they request for the purpose of enabling them to pass upon
     such matters.

               (g)  The Representatives shall have received a certificate, dated
     the Closing Date, of the President or any Vice-President and a principal
     financial or accounting officer of the Company in which such officers, to
     the best of their knowledge after reasonable investigation, shall state
     that the representations and warranties of the Company in this Agreement
     [and the Warrant Agreement] are true and correct, that the Company has
     complied with all agreements and satisfied all conditions on its part to be
     performed or satisfied hereunder at or prior to the Closing Date, that no
     stop order suspending the effectiveness of the Registration Statement or of
     any part thereof has been issued and no proceedings for that purpose have
     been instituted or are contemplated by the Commission and that, subsequent
     to the date of the most recent financial statements in the Prospectus,
     there has been no material adverse change in the financial position or
     results of operation of the Company and its Subsidiaries except as set
     forth in or contemplated by the Prospectus or as described in such
     certificate.

               (h)  The Representatives shall have received a letter dated the
     Closing Date, of Deloitte & Touche LLP which reconfirms the matters set
     forth in their letter delivered pursuant to subsection (a) of this Section
     and which states in effect that:

                    (i)    in their opinion, the consolidated financial
          statements and schedules examined by them and incorporated by
          reference in the Registration Statement relating to the Registered
          Securities, as amended at the date of such letter, comply in form in
          all material respects with the applicable accounting requirements of
          the Act and the related published Rules and Regulations;

                    (ii)   they have performed procedures specified by the
          American Institute of Certified Public Accountants for a review of
          interim financial information as described in Statement on Auditing
          Standards No. 71, "Interim Financial Information" on the unaudited
          condensed consolidated financial statements incorporated by reference
          in the Registration Statement;

                    (iii)  on the basis of the procedures referred to in (ii)
          above, and inquiries of officials of the Company who have
          responsibility for financial and accounting matters, nothing came to
          their attention that caused them to believe that:  any modifications
          should be made to the unaudited condensed consolidated financial
          statements incorporated by

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          reference in the Registration Statement for them to be in conformity
          with generally accepted accounting principles, and such unaudited
          condensed financial statements incorporated by reference in the
          Registration Statement do not comply in form in all material respects
          with the applicable accounting requirements of the Act and the related
          published Rules and Regulations;

                    (iv) on the basis of the review referred to in (ii) above, a
          reading of the latest available interim financial statements of the
          Company, inquiries of officials of the Company who have responsibility
          for financial and accounting matters and other specified procedures,
          nothing came to their attention that caused them to believe that:

                         (A)  the unaudited financial statements, if any,
               included in the Prospectus and not covered by their letter
               delivered pursuant to subsection (a) of this Section do not
               comply in form in all material respects with the applicable
               accounting requirements of the Act and the related published
               Rules and Regulations or are not in conformity with generally
               accepted accounting principles applied on a basis substantially
               consistent with that of the audited financial statements included
               in the Prospectus;

                         (B)  the unaudited capsule information, if any,
               included in the Prospectus does not agree with the amounts set
               forth in the unaudited consolidated financial statements from
               which it was derived or was not determined on a basis
               substantially consistent with that of the audited financial
               statements included in the Prospectus;

                         (C)  at the date of the latest available balance sheet
               read by such accountants, or at a subsequent specified date not
               more than five days prior to the Closing Date, there was any
               change in the capital stock or any increase in short-term
               indebtedness or long-term debt of the Company and consolidated
               Subsidiaries or, at the date of the latest available balance
               sheet read by such accountants, there was any decrease in
               consolidated net current assets or net assets, as compared with
               amounts shown on the latest balance sheet included in the
               Prospectus; or

                         (D)  for the period from the date of the latest income
               statement included in the Prospectus to the closing date of the
               latest available income statement read by such accountants there
               were any decreases, as compared with the corresponding

                                      -13-
<PAGE>

               period of the previous year and with the period of corresponding
               length ended the date of the latest income statement included in
               the Prospectus, in consolidated net sales, net operating income,
               income before extraordinary items or net income or in the ratio
               of earnings to fixed charges;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

                    (v)  they have compared specified dollar amounts (or
          percentages derived from such dollar amounts) and other financial
          information included in the Prospectus and not covered by their letter
          delivered pursuant to subsection (a) of this Section (in each case to
          the extent that such dollar amounts, percentages and other financial
          information are derived from the general accounting records of the
          Company and its Subsidiaries subject to the internal controls of the
          Company's accounting system or are derived directly from such records
          by analysis or computation) with the results obtained from inquiries,
          a reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

     All financial statements and schedules included in material incorporated by
     reference into the Prospectus shall be deemed included in the Prospectus
     for the purposes of this subsection.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.

          6.   INDEMNIFICATION AND CONTRIBUTION.

               (a)  The Company will indemnify and hold harmless each
     Underwriter against any losses, claims, damages or liabilities, joint or
     several, to which such Underwriter may become subject, under the Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in the
     Registration Statement, the Prospectus, or any amendment or supplement
     thereto, or any related preliminary prospectus or preliminary prospectus
     supplement, or arise out of or are based upon the omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and will reimburse
     each Underwriter for any legal or other

                                      -14-
<PAGE>

     expenses reasonably incurred by such Underwriter in connection with
     investigating or defending any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that the Company
     will not be liable in any such case to the extent that any such loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement in or omission or alleged omission
     from any of such documents in reliance upon and in conformity with written
     information furnished to the Company by any Underwriter through the
     Representatives, if any, specifically for use therein.

               (b)  Each Underwriter will, severally and not jointly, indemnify
     and hold harmless the Company against any losses, claims, damages or
     liabilities to which the Company may become subject, under the Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in the
     Registration Statement, the Prospectus, or any amendment or supplement
     thereto, or any related preliminary prospectus or preliminary prospectus
     supplement, or arise out of or are based upon the omission or the alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, in each case to
     the extent, but only to the extent, that such untrue statement or alleged
     untrue statement or omission or alleged omission was made in reliance upon
     and in conformity with written information furnished to the Company by such
     Underwriter through the Representatives, if any, specifically for use
     therein, and will reimburse any legal or other expenses reasonably incurred
     by the Company in connection with investigating or defending any such loss,
     claim, damage, liability or action as such expenses are incurred.

               (c)  Promptly after receipt by an indemnified party under this
     Section of notice of the commencement of any action, such indemnified party
     will, if a claim in respect thereof is to be made against the indemnifying
     party under subsection (a) or (b) above, notify the indemnifying party of
     the commencement thereof; but the omission so to notify the indemnifying
     party will not relieve it from any liability which it may have to any
     indemnified party otherwise than under subsection (a) or (b) above. In case
     any such action is brought against any indemnified party and it notifies
     the indemnifying party of the commencement thereof, the indemnifying party
     will be entitled to participate therein and, to the extent that it may
     wish, jointly with any other indemnifying party similarly notified, to
     assume the defense thereof, with counsel reasonably satisfactory to such
     indemnified party and after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, the
     indemnifying party will not be liable to such indemnified party under this
     Section for any legal or other expenses subsequently incurred

                                      -15-
<PAGE>

     by such indemnified party in connection with the defense thereof other than
     reasonable costs of investigation. In any such action, any indemnified
     party shall have the right to retain its own counsel, but the fees and
     expenses of such counsel shall be at the expense of such indemnified party
     unless (i) the indemnifying party and the indemnified party shall have
     mutually agreed to the retention of such counsel or (ii) the named parties
     to any such action (including any impleaded parties) include both the
     indemnifying party and the indemnified party and representation of both
     parties by the same counsel would be inappropriate due to actual or
     potential differing interests between them. It is understood that the
     indemnifying party shall not, in respect of the legal expenses of any
     indemnified party in connection with any action or related actions in the
     same jurisdiction, be liable for the fees and expenses of more than one
     separate firm (in addition to any local counsel) for all such indemnified
     parties and that all such fees and expenses shall be reimbursed as they are
     incurred. No indemnifying party shall, without the prior written consent of
     the indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is or could have been a
     party and indemnity could have been sought hereunder by such indemnified
     party unless such settlement includes an unconditional release of such
     indemnified party from all liability on any claims that are the subject
     matter of such action.

               (d) If the indemnification provided for in this Section is
     unavailable or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above, then each indemnifying party shall contribute
     to the amount paid or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities referred to in subsection (a) or (b)
     above (i) in such proportion as is appropriate to reflect the relative
     benefits received by the Company on the one hand and the Underwriters on
     the other from the offering of the Securities or (ii) if the allocation
     provided by clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault of the Company
     on the one hand and the Underwriters on the other in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities as well as any other relevant equitable considerations.  The
     relative benefits received by the Company on the one hand and the
     Underwriters on the other shall be deemed to be in the same proportion as
     the total net proceeds from the offering (before deducting expenses)
     received by the Company bear to the total underwriting discounts and
     commissions received by the Underwriters.  The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company or the Underwriters and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such

                                      -16-
<PAGE>

     untrue statement or omission. The amount paid by an indemnified party as a
     result of the losses, claims, damages or liabilities referred to in the
     first sentence of this subsection (d) shall be deemed to include any legal
     or other expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any action or claim which is the
     subject of this subsection (d). Notwithstanding the provisions of this
     subsection (d), no Underwriter shall be required to contribute any amount
     in excess of the amount by which the total price at which the Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation. The Underwriters' obligations in this
     subsection (d) to contribute are several in proportion to their respective
     underwriting obligations and not joint.

               (e) The obligations of the Company under this Section shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls any Underwriter within the meaning of the Act; and the obligations
     of the Underwriters under this Section shall be in addition to any
     liability which the respective Underwriters may otherwise have and shall
     extend, upon the same terms and conditions, to each director of the
     Company, to each officer of the Company who has signed the Registration
     Statement and to each person, if any, who controls the Company within the
     meaning of the Act.

          7.   DEFAULT OF UNDERWRITERS.  If any Underwriter or Underwriters
default in their obligations to purchase Securities under the Terms Agreement
and the number of shares of the Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of shares of the Securities, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by the Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments under this Agreement
and the Terms Agreement, to purchase the Securities that such defaulting
Underwriters agreed but failed to purchase.  If any Underwriter or Underwriters
so default and the number of shares of the Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of the
Securities and arrangements satisfactory to the Representatives and the Company
for the purchase of such Securities by other persons are not made within 36
hours after such default, such Terms Agreement will terminate without liability
on the part of any nondefaulting Underwriter or the Company, except as provided
in

                                      -17-
<PAGE>

Section 8. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section.

          The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specifies that such obligations and
agreements will not apply.

          8.   SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person and will
survive delivery of and payment for the Securities.  If the Terms Agreement is
terminated pursuant to Section 7 or if for any reason the purchase of the
Securities by the Underwriters under the Terms Agreement is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 4 and the respective obligations of the Company and the
Underwriters pursuant to Section 6 shall remain in effect.  If the purchase of
the Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 7 or the
occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c),
the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Securities.

          9.   NOTICES.  All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to them at their addresses furnished to the Company in writing for the purpose
of communications hereunder or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at Northrop Grumman Corporation,
1840 Century Park East, Los Angeles, California 90067, Attention:
_________________.

          10.  SUCCESSORS.  This Agreement will inure to the benefit of and be
binding upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.

                                      -18-
<PAGE>

          11.  APPLICABLE LAW.  This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                                      NORTHROP GRUMMAN CORPORATION



                                      By  ______________________________________
                                          Name:
                                          Title:

                                      [INSERT NAMES(S) OF UNDERWRITERS
                                      AND OTHER REPRESENTATIVES OR
                                      UNDERWRITERS]

                                      [On behalf of--themselves--itself--and
                                      as Representative[s] of the Several]
                                      [As] Underwriter[s]

                                      [By _____________________________________]

                                      By  ______________________________________
                                          Name:
                                          Title:

                                      -19-
<PAGE>

                                  SCHEDULE A
                                  ----------

                                      -20-

