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                                                                     Exhibit 1-2

                         NORTHROP GRUMMAN CORPORATION

                                PREFERRED STOCK

                    [WARRANTS TO PURCHASE PREFERRED 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 preferred stock [(including any shares of preferred
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").  The Registered Securities may be issued in one or
more series, which series may vary as to dividend rates, redemption provisions,
selling prices and other terms, with all such terms for any particular series of
the Registered Securities being determined at the time of sale.  Particular
series 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 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 or 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; the Securities
     other than any Contract Securities have been validly issued and are fully
     paid and nonassessable; any Contract Securities, when issued, delivered and
     sold pursuant to Delayed Delivery Contracts, will be validly issued, fully
     paid and nonassessable; and the Securities other than any Contract
     Securities conform, and any Contract Securities, when so issued, delivered
     and sold, will conform, to the description thereof contained in the
     Prospectus.] [Upon the exercise of the Securities and the payment of the
     exercise price contained therein the Preferred 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.

               (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

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     Subsidiaries, as required by the Act. The consolidated historical 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 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 are,
     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, any redemption provisions,
any sinking fund requirements, any conversion rights and provisions and whether
any of the Securities may be sold to institutional investors pursuant to Delayed
Delivery Contracts (as defined below).  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

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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.

     If the Terms Agreement provides for sales of Securities pursuant to delayed
delivery contracts, the Company authorizes the Underwriters to solicit offers to
purchase Securities pursuant to delayed delivery contracts substantially in the
form of Annex I attached hereto ("Delayed Delivery Contracts") with such changes
therein as the Company may authorize or approve.  Delayed Delivery Contracts are
to be with institutional investors, including commercial and savings banks,
insurance companies, pension funds, investment companies and educational and
charitable institutions.  On the Closing Date the Company will pay, as
compensation, to the Representatives for the accounts of the Underwriters, the
fee set forth in such Terms Agreement in respect of the number of shares of
Securities to be sold pursuant to Delayed Delivery Contracts ("Contract
Securities").  The Underwriters will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts.  If the Company
executes and delivers Delayed Delivery Contracts, the Contract Securities will
be deducted from the Securities to be purchased by the several Underwriters and
the number of shares of Securities to be purchased by each Underwriter will be
reduced pro rata in proportion to the number of shares of Securities set forth
opposite each Underwriter's name in such Terms Agreement, except to the extent
that the Representatives determine that such reduction shall be otherwise than
pro rata and so advise the Company.  The Company will advise the Representatives
not later than the business day prior to the Closing Date of the number of
shares of Contract Securities.

     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

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     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 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

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     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 the
     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 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, respectively, 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;

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                    (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 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 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.

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               (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:

                   (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;

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                    (iii)  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;

                    (iv)   [The Securities have been duly authorized; the
          Securities other than any Contract Securities have been validly issued
          and are fully paid and nonassessable; any Contract Securities, when
          issued, delivered and sold pursuant to Delayed Delivery Contracts,
          will be validly issued, fully paid and nonassessable; and the
          Securities other than any Contract Securities conform, and any
          Contract Securities, when so issued, delivered and sold, will conform,
          to the description thereof contained in the Prospectus.]  [Upon the
          exercise of the Securities and the payment of the exercise price
          contained therein the Preferred 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.

                    (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) [, the Warrant
          Agreement] and any Delayed Delivery Contracts 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 the properties of the Company 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);

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                    (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) and any Delayed Delivery Contracts 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 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

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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) [, the Warrant
          Agreement] and any Delayed Delivery Contracts 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, 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

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     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 state 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;

                                      -13-
<PAGE>

                    (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 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;

                                      -14-
<PAGE>

          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 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

                                      -15-
<PAGE>

     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 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

                                      -16-
<PAGE>

     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 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

                                      -17-
<PAGE>

     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 nondefaulting 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 Section 8.  As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section.  Nothing herein will
relieve a defaulting Underwriter from liability for its default.  The respective
commitments of the several Underwriters for the purposes of this Section shall
be determined without regard to reduction in the respective Underwriters'
obligations to purchase the numbers of shares of the Securities set forth
opposite their names in the Terms Agreement as a result of Delayed Delivery
Contracts entered into by the Company.

                                      -18-
<PAGE>

     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.

                                      -19-
<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:

                                      -20-
<PAGE>

                                  SCHEDULE A
<PAGE>

                                                                         ANNEX I

 (THREE COPIES OF THIS DELAYED DELIVERY CONTRACT SHOULD BE SIGNED AND RETURNED
 TO THE ADDRESS SHOWN BELOW SO AS TO ARRIVE NOT LATER THAN 9:00 A.M., NEW YORK
                     TIME, ON _______________ ____, ____*)

                           DELAYED DELIVERY CONTRACT

                                                [INSERT DATE OF PUBLIC OFFERING]

Northrop Grumman Corporation
c/o  _________________________

Gentlemen:

     The undersigned hereby agrees to purchase from Northrop Grumman
Corporation, a Delaware corporation ("Company"), and the Company agrees to sell
to the undersigned, [IF ONE DELAYED CLOSING, INSERT-as of the date hereof, for
delivery on ___________, ____ ("Delivery Date"),]

                              ____________ shares

of the Company's [INSERT TITLE OF SECURITIES] ("Securities"), offered by the
Company's Prospectus dated _______, ____ and a Prospectus Supplement dated
______, ____ relating thereto, receipt of copies of which is hereby
acknowledged, at $_____ per share plus accrued dividends, if any, and on the
further terms and conditions set forth in this Delayed Delivery Contract
("Contract").

     The undersigned will purchase from the Company as of the date hereof, for
delivery on the dates set forth below, Securities in the--principal--amounts set
forth below:

____________________
*    INSERT DATE WHICH IS THIRD FULL BUSINESS DAY PRIOR TO CLOSING DATE UNDER
     THE TERMS AGREEMENT.

                                      A-1
<PAGE>

            [IF TWO OR MORE DELAYED CLOSING, INSERT THE FOLLOWING:

                                            NUMBER
                    DELIVERY DATE          OF SHARES
                    -------------          ---------
                   _______________         __________
                   _______________         __________

Each of such delivery dates is hereinafter referred to as a Delivery Date.]

     Payment for the Securities that the undersigned has agreed to purchase for
delivery on--the--each--Delivery Date shall be made to the Company or its order
by certified or official bank check in New York Clearing House (next day) funds
at the offices of __________________ at ___ __. M. on--the--such--Delivery Date
upon delivery to the undersigned of the Securities to be purchased by the
undersigned--for delivery on such Delivery Date--in definitive form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to--the--such--Delivery Date.

     It is expressly agreed that the provisions for delayed delivery and payment
are for the sole convenience of the undersigned; that the purchase hereunder of
Securities is to be regarded in all respects as a purchase as of the date of
this Contract; that the obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to take delivery of and make
payment for, Securities on--the--each--Delivery Date shall be subject only to
the conditions that (1) investment in the Securities shall not at--the--such--
Delivery Date be prohibited under the laws of any jurisdiction in the United
States to which the undesigned is subject and (2) the Company shall have sold to
the Underwriters the total number of shares of the Securities less the number of
shares thereof covered by this and other similar Contracts. The undersigned
represents that its investment in the Securities is not, as of the date hereof,
prohibited under the laws of any jurisdiction to which the undersigned is
subject and which governs such investment.

     Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at the address set forth below notice to such
effect, accompanied by--a copy--copies--of the opinion[s] of counsel for the
Company delivered to the Underwriters in connection therewith.

     This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

                                      A-1
<PAGE>

     It is understood that the acceptance of any such Contract is in the
company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.

                                             Yours very truly,


                                             ________________________________
                                                  (NAME OF PURCHASER)

                                             BY______________________________
                                             ________________________________
                                                  (TITLE OF SIGNATORY)

                                             ________________________________
                                             ________________________________
                                                  (ADDRESS OF PURCHASER)

Accepted, as of the above date.

Northrop Grumman Corporation


By   ______________________________
     Name:
     Title:

                                      A-2

