<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-501699
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>17
<FILING-DATE>20010810
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NORTHROP GRUMMAN CORP /DE/
<CIK>0001133421
<ASSIGNED-SIC>3812
<IRS-NUMBER>954840775
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-67254
<FILM-NUMBER>1703864
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1840 CENTURY PK E
<STREET2>C/O NORTHROP GRUMMAN CORP
<CITY>LOS ANGELES
<STATE>CA
<ZIP>90067
<PHONE>3105536262
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1840 CENTURY PARK EAST
<STREET2>C/O NORTHROP GRUMMAN CORP
<CITY>LOS ANGELES
<STATE>CA
<ZIP>90067
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NNG INC
<DATE-CHANGED>20010129
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ds3.txt
<DESCRIPTION>FORM S-3 REGISTRATION STATEMENT
<TEXT>
<PAGE>

    As filed with the Securities and Exchange Commission on August 10, 2001
                                                   Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ----------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               ----------------

                          NORTHROP GRUMMAN CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  Delaware                                       95-4840775
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
</TABLE>

                             1840 Century Park East
                         Los Angeles, California 90067
                                 (310) 553-6262
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

          John H. Mullan, Esq., Corporate Vice President and Secretary
                          NORTHROP GRUMMAN CORPORATION
                             1840 Century Park East
                         Los Angeles, California 90067
                                 (310) 553-6262
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                               ----------------

                                   Copies to:
                              John D. Hussey, Esq.
                    Sheppard, Mullin, Richter & Hampton LLP
                       333 South Hope Street, 48th Floor
                         Los Angeles, California 90071
                                 (213) 620-1780

                               ----------------

   Approximate date of commencement of proposed sale to public: From time to
time after this registration statement is declared effective.

                               ----------------

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]

                               ----------------

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
<PAGE>

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
<CAPTION>
                                                  PROPOSED      PROPOSED
                                      AMOUNT      MAXIMUM       MAXIMUM
                                      TO BE       OFFERING     AGGREGATE      AMOUNT OF
     TITLE OF EACH CLASS OF         REGISTERED     PRICE       OFFERING      REGISTRATION
   SECURITIES TO BE REGISTERED        (1)(2)    PER UNIT(2)   PRICE (1)(2)       FEE
------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>             <C>
Debt Securities, Preferred Stock,
 $1.00 par value, Common Stock,
 $1.00 par value (3)(4), Warrants
 to Purchase Debt Securities,
 Warrants to Purchase Equity
 Securities of Northrop Grumman
 Corporation(4).................                              $2,000,000,000   $500,000(6)
Capital Securities of Northrop
 Grumman Corporation............       (5)          (5)           (5)            None
------------------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
(1) In no event will the aggregate initial offering price of the Debt
    Securities, Preferred Stock, Common Stock, Warrants to Purchase Debt
    Securities and Warrants to Purchase Equity Securities issued under this
    Registration Statement exceed $2,000,000,000, or, if any securities are in
    any foreign currency units, the U.S. dollar equivalent of $2,000,000,000,
    and if any securities are issued at original issue discount, such greater
    amount as shall result in an aggregate offering price not to exceed
    $2,000,000,000.

(2) Not applicable pursuant to General Instruction II D to Form S-3.

(3) Includes Preferred Share Purchase Rights ("Rights"). Prior to the
    occurrence of certain events, the Rights will not be exercisable or
    evidenced separately from the Common Stock.

(4) The aggregate amount of Common Stock registered hereunder is limited to
    that which is permissible under Rule 415(a)(4) of the Securities Act.

(5) In addition to any Preferred Stock or Common Stock that may be issued
    directly under this Registration Statement, there are being registered
    hereunder an indeterminate number of shares of Preferred Stock or Common
    Stock as may be issued upon conversion or exchange of Debt Securities or
    Preferred Stock, as the case may be. No separate consideration will be
    received for any shares of Preferred Stock or Common Stock so issued upon
    conversion or exchange.

(6) Pursuant to Rule 457(p) under the Securities Act, $42,000 of the $417,000
    filing fee paid with respect to Registration Statement #333-78251
    initially filed by the Registrant's wholly-owned subsidiary Northrop
    Grumman Systems Corporation (formerly Northrop Grumman Corporation) on May
    11, 1999 is offset against the currently due filing fee. No securities
    have been offered or sold pursuant to Registration Statement #333-78251.
    $375,000 of the filing fee paid with respect to Registration Statement
    #333-78251 was previously offset against the filing fee due in connection
    with Registration Statement #333-61478 initially filed on May 23, 2001 by
    the Registrant, Northrop Grumman Systems Corporation and Litton
    Industries, Inc.

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this Prospectus is not complete and may be changed. We may +
+not sell these securities until the Registration Statement filed with the     +
+Securities and Exchange Commission is effective. This Prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS
                  Subject to Completion, Dated August 10, 2001

                                 $2,000,000,000

                          Northrop Grumman Corporation

                                Debt Securities
                                Preferred Stock
                                  Common Stock
                      Warrants to Purchase Debt Securities
                     Warrants to Purchase Equity Securities

  You should read this prospectus and any supplement carefully before you
invest.

  This prospectus describes debt and equity securities that we may issue and
sell at various times:

  . Our prospectus supplements will contain the specific terms of each
    issuance of debt or equity securities.

  . We can issue debt and equity securities with a total offering price of up
    to $2,000,000,000 under this prospectus.

  . We may sell the debt and equity securities to or through underwriters,
    dealers or agents. We also may sell debt and equity securities directly to
    investors.

  Our common shares are listed on the New York Stock Exchange and the Pacific
Stock Exchange under the trading symbol "NOC." Our Series B preferred shares
are listed on the New York Stock Exchange under the trading symbol "NOC pb." We
will not sell any of the securities being offered without delivery of the
applicable prospectus supplement describing the method and terms of the
offering of such series of securities being offered. Any common stock sold
pursuant to a prospectus supplement will be listed on the New York Stock
Exchange and the Pacific Stock Exchange, subject to official notice of
issuance.

  Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

                  This prospectus is dated            , 2001.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ABOUT THIS PROSPECTUS.......................................................   2

WHERE YOU CAN FIND MORE INFORMATION.........................................   3

FORWARD-LOOKING STATEMENTS AND IMPORTANT FACTORS............................   4

NORTHROP GRUMMAN CORPORATION................................................   6

USE OF PROCEEDS.............................................................   7

RATIO OF EARNINGS TO FIXED CHARGES..........................................   7

DESCRIPTION OF DEBT SECURITIES..............................................   8

DESCRIPTION OF PREFERRED STOCK..............................................  14

DESCRIPTION OF COMMON STOCK.................................................  19

DESCRIPTION OF WARRANTS.....................................................  20

PLAN OF DISTRIBUTION........................................................  22

VALIDITY OF THE DEBT AND EQUITY SECURITIES..................................  23

EXPERTS.....................................................................  23
</TABLE>

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the debt and equity securities
described in this prospectus in one or more offerings for total proceeds of up
to $2,000,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. This prospectus supplement may add, update or change information
contained in this prospectus. It is important for you to consider the
information contained in this prospectus and any prospectus supplement together
with additional information described under the heading, "Where You Can Find
More Information."

   References to "Northrop Grumman" refer to Northrop Grumman Corporation,
formerly NNG, Inc.; references in this prospectus to "Northrop Systems" refer
to Northrop Grumman Systems Corporation, formerly Northrop Grumman Corporation;
references to "Litton" refer to Litton Industries, Inc. Unless the context
requires otherwise, references to "we," "us" or "our" refer collectively to
Northrop Grumman and its subsidiaries.

   You should rely only on the information incorporated by reference or
provided in the prospectus or a prospectus supplement. We have not authorized
anyone else to provide you with different information. Neither we, nor any
other person on behalf of us, are making an offer to sell or soliciting an
offer to buy any of the securities described in this prospectus or in a
prospectus supplement in any state where the offer is not permitted by law. You
should not assume that the information in this prospectus or a prospectus
supplement is accurate as of any date other than the date on the front of the
documents. There may have been changes in our affairs since the date of the
prospectus or a prospectus supplement.

                                       2
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   Northrop Grumman and its subsidiaries Northrop Systems and Litton have
filed annual, quarterly and current reports, proxy statements and other
information with the SEC. Northrop Grumman has succeeded to the filing
obligations of Northrop Systems and all future filings by Northrop Grumman
will be on a consolidated basis with Northrop Systems and Litton. Litton is no
longer obligated to file reports with the SEC. You may read and copy any such
report, statement or other information at the SEC's public reference rooms at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, Seven World Trade
Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain additional
information about the public reference rooms by calling the SEC at 1-800-SEC-
0330. In addition, the SEC maintains a site on the Internet at
http://www.sec.gov that contains reports, proxy statements and other
information regarding issuers that file electronically with the SEC. You may
also read such reports, proxy statements and other documents at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

   We are "incorporating by reference" information into this prospectus. This
means that we are disclosing important information to you by referring you to
another document that has been filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus.
Information that is filed with the SEC after the date of this prospectus will
automatically modify and supersede the information included or incorporated by
reference in this prospectus to the extent that the subsequently filed
information modifies or supersedes the existing information. We incorporate by
reference our future filings with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we complete this offering.

   The following documents filed with the SEC by Northrop Grumman are hereby
incorporated by reference:

  .  Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30,
     2001 and March 31, 2001;

  .  Current Reports on Form 8-K and Form 8-K/A filed April 17, 2001 and June
     14, 2001, respectively;

  .  Form 8-A registering our common stock under the Securities Exchange Act
     of 1934, filed on March 28, 2001; and

  .  Form 8-A registering our Series B preferred stock under the Securities
     Exchange Act of 1934, filed on March 27, 2001.

   The following document filed with the SEC by Northrop Systems (SEC File
Number 2-26850) is hereby incorporated by reference:

  .  Annual Report on Form 10-K/A for the fiscal year ended December 31,
     2000.

   The following documents filed with the SEC by Litton (SEC File Number 1-
3998) are hereby incorporated by reference:

  .  Annual Report on Form 10-K for the fiscal year ended July 31, 2000; and

  .  Quarterly Reports on Form 10-Q for the fiscal quarters ended October 31,
     2000 and January 31, 2001.

   You may request a copy of any of these filings at no cost by writing to or
telephoning us at the following address and telephone number: John H. Mullan,
Corporate Vice President and Secretary, 1840 Century Park East, Los Angeles,
California 90067, telephone (310) 201-3081.

   We maintain an Internet site at http://www.northgrum.com. The information
contained at our Internet site is not incorporated by reference in this
prospectus, and you should not consider it a part of this prospectus.

   Any statement made in this prospectus concerning the contents of any
contract, agreement or other document is only a summary of the actual
document. You may obtain a copy of any document summarized in this prospectus
at no cost by writing to or telephoning us at the address and telephone number
given above. Each statement regarding a contract, agreement or other document
is qualified in its entirety by reference to the actual document.

                                       3
<PAGE>

                FORWARD-LOOKING STATEMENTS AND IMPORTANT FACTORS

   Some of the information included in this prospectus and in the documents
incorporated by reference are forward-looking statements within the meaning of
the securities laws. These statements concern our plans, expectations and
objectives for future operations. These include statements and assumptions with
respect to expected future revenues, margins, program performance, earnings and
cash flows, acquisitions of new contracts, the outcome of competitions for new
programs, the outcome of contingencies including litigation and environmental
remediation, the effect of completed and planned acquisitions and divestitures
of businesses or business assets, the anticipated costs of capital investments,
and anticipated industry trends. Our actual results and trends may differ
materially from the information, statements and assumptions as described, and
actual results could be materially less than our planned results.

   Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include:

  .  We depend on a limited number of customers. We are heavily dependent on
     government contracts many of which are only partially funded; the
     termination or failure to fund one or more significant contracts could
     have a negative impact on our operations. We are a supplier, either
     directly or as a subcontractor or team member, to the U.S. Government
     and its agencies as well as foreign governments and agencies. These
     contracts are subject to each customers' political and budgetary
     constraints, changes in short-range and long-range plans, the timing of
     contract awards, the congressional budget authorization and
     appropriation processes, the government's ability to terminate contracts
     for convenience or for default, as well as other risks such as
     contractor debarment in the event of certain violations of legal and
     regulatory requirements.

  .  Many of our contracts are fixed price contracts. While firm, fixed price
     contracts allow us to benefit from cost savings, they also expose us to
     the risk of cost overruns. If our initial estimates used for calculating
     the contract price are incorrect, we can incur losses on those
     contracts. In addition, some of our contracts have provisions relating
     to cost controls and audit rights and if we fail to meet the terms
     specified in those contracts then we may not realize their full
     benefits. Our ability to manage costs on these contracts may affect our
     financial condition. Lower earnings caused by cost overruns and cost
     controls would have an adverse effect on our financial results.

  .  We are subject to significant competition. Our markets include defense
     and commercial areas where we compete with companies of substantial size
     and resources. Our success or failure in winning new contracts or follow
     on orders for our existing or future products may cause material
     fluctuations in our future revenues and operating results.

  .  Our operations may be subject to events that cause adverse effects on
     our ability to meet contract obligations within anticipated cost and
     time parameters. We may encounter internal problems and delays in
     delivery as a result of issues with respect to design, technology,
     licensing and patent rights, labor or materials and components that
     prevent us from achieving contract requirements. We may be affected by
     delivery or performance issues with key suppliers and subcontractors, as
     well as other factors inherent in our businesses which may cause
     operating results to be adversely affected. Changes in inventory
     requirements or other production cost increases may also have a negative
     impact on our operating results.

  .  We must integrate our acquisitions successfully. Acquiring businesses is
     a significant challenge. If we do not execute our acquisition and
     integration plans for these businesses in accordance with our strategic
     timetable, our operating results may be adversely affected. We acquired
     several businesses in 2000 and 2001, including Litton. We believe our
     integration processes are well-suited to achieve the anticipated
     strategic and operating benefits of these acquisitions, but if we do not
     perform our plans as intended, or if we encounter unforeseen problems in
     the acquired businesses, or problems in those businesses develop
     subsequent to acquisition, our operating results may be adversely
     affected. Among the factors that may be involved would be unforeseen
     costs and expenses, previously undisclosed

                                       4
<PAGE>

     liabilities, diversion of management focus, and any effects of complying
     with government-imposed organizational conflicts of interest rules as a
     result of the acquisitions.

  .  We rely on continuous innovation. We are dependent upon our ability to
     anticipate changing needs for defense products, military and civilian
     electronic systems and support, and information technology. Our success
     is dependent on designing new products which will respond to such
     requirements within customers' price limitations.

  .  We face significant challenges in the international marketplace. Our
     international business is subject to changes in import and export
     policies, technology transfer restrictions, limitations imposed by
     United States law that are not applicable to our foreign competitors,
     and other legal, financial and governmental risks.

  .  We assume that any divestiture of non-core businesses and assets will be
     completed successfully. Our performance may be affected by our inability
     to successfully dispose of assets and businesses that do not fit with or
     are no longer appropriate to our strategic plan. If any sales of such
     businesses or assets can only be made at a loss, our earnings will be
     negatively impacted.

  .  We are subject to environmental and other liabilities. Our performance
     may be affected by known environmental risks, pending litigation and
     other loss contingencies, if not resolved within the parameters of our
     internal plans, and by unanticipated environmental or other liabilities.

  .  Our pension income may fluctuate. Pension income, a non-cash item which
     is included in our earnings, is based on assumptions of market
     performance and actual performance may differ. If an event causes us to
     revalue our pension income during the calendar year, the portion of our
     earnings attributed to pension income could vary significantly.

  .  Our indebtedness, incurred in connection with the Litton acquisition, is
     higher than our indebtedness at December 31, 2000. The increase in debt
     will increase demands on our cash resources.

   Additional information with respect to risks and uncertainties in our
business is contained in our SEC filings, including, without limitation,
Northrop Systems' Annual Report on Form 10-K/A for the year ended December 31,
2000 and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 and June 30, 2001.

   Accordingly, you should not rely on the accuracy of predictions contained
in forward-looking statements. These statements speak only as of the date of
this prospectus, or, in the case of documents incorporated by reference, the
date of those documents. We cannot undertake any obligation to update our
forward-looking statements to reflect events, circumstances, changes in
expectations or the occurrence of unanticipated events occurring after the
date of those statements.

                                       5
<PAGE>

                          NORTHROP GRUMMAN CORPORATION

   We are a leading global aerospace and defense company providing products and
services in defense and commercial electronics, systems integration,
information technology and non-nuclear shipbuilding and systems. As a prime
contractor, principal subcontractor, partner, or preferred supplier, we
participate in many high-priority defense and commercial technology programs in
the United States and abroad. We are a holding company formed in connection
with our acquisition of Litton in April 2001. Our principal executive offices
are located at 1840 Century Park East, Los Angeles, California 90067 and our
telephone number is (310) 553-6262.

   We are aligned into five business sectors: the Integrated Systems Sector;
the Electronic Sensors and Systems Sector; Logicon, Inc.; Ship Systems; and
Electronic Components and Materials.

   The Integrated Systems Sector (ISS) is a leader in design, development and
production of airborne early warning, electronic warfare and surveillance and
battlefield management systems. ISS is the prime contractor for the Joint STARS
advanced airborne targeting and battle management system and the U.S. Air
Force's B-2 Spirit stealth bomber. ISS has a principal role in producing the
U.S. Navy's F/A-18 Hornet strike fighter. The sector also produces the EA-6B
Prowler electronic countermeasures aircraft and is upgrading the E-2C Hawkeye
early-warning aircraft. We have a principal role in the Global Hawk program, a
development stage integrated unmanned aerial vehicle for reconnaissance and
surveillance. We are also a principal subcontractor to Lockheed Martin in the
joint strike fighter competition, a competition expected to be decided in 2001.

   The Electronic Sensors and Systems Sector (ES/3/) designs, develops and
manufactures a wide variety of defense electronics and systems, airspace
management systems, precision weapons, marine systems, logistic systems, space
systems, and automation and information systems. These include fire control
radars for the F-16 fighter aircraft, the F-22 fighter aircraft, and the
Longbow Apache helicopter. Other key programs include the AWACS airborne early
warning radar, the Joint STARS air-to-ground surveillance radar sensor, the
Longbow Hellfire missile and the BAT "brilliant" antiarmor submunition. ES/3/
also provides tactical military radars and countrywide air defense systems, as
well as airborne electronic countermeasures systems intended to jam enemy
aircraft and weapons systems. ES/3/ is a world leader in airspace management as
a producer of civilian air traffic control systems. The sector also makes
sophisticated undersea warfare systems, and naval propulsion and power
generation systems. Additionally, ES/3/ provides postal automation, image
processing, material management, asset track and trace, and data communication
systems. The sector includes Litton's advanced electronics businesses, which
design, develop and manufacture inertial navigation, guidance and control, IFF
(identification friend or foe), and marine electronic systems, and provide
electronic warfare systems and integrate avionics systems and shipboard
information and communication systems.

   Logicon, Inc. is a leader in advanced information technologies, systems and
services. Logicon is the prime contractor with the General Services
Administration ANSWER and Millennia programs. Logicon is also part of a team
working with the Internal Revenue Service to modernize the nation's tax system.
Logicon has extensive expertise in command, control, communications, computers,
intelligence, surveillance and reconnaissance (C4ISR). It is a key management
support element for major weapons systems, such as the U.S. Navy's AEGIS class
destroyer as well as mission planning for the U.S. Navy, Air Force and Special
Operations Command. Logicon provides base operations support for NASA's Kennedy
Space Center, Cape Canaveral Air Station and Patrick Air Force Base, among
others. In addition, Logicon provides information technology services to
commercial customers and to our other sectors. Logicon includes Litton's
information systems businesses, which design, develop, integrate and support
computer-based information systems and provide information technology and
services primarily for government customers.

   Ship Systems is engaged in the building of large multimission non-nuclear
surface ships for the U.S. Navy as well as other government and commercial
customers worldwide and is a provider of overhaul, repair, modernization, ship
design and engineering services.

                                       6
<PAGE>

   Electronic Components and Materials is an international supplier of complex
backplanes, connectors, laser crystals, solder materials, specialty products
and other electronic components used primarily in the telecommunications,
industrial and computer markets.

                                USE OF PROCEEDS

   We will use the net proceeds from the sale of the debt and equity securities
for general corporate purposes. These purposes may include repayment of debt,
working capital needs, capital expenditures, acquisitions and any other general
corporate purpose. If we identify a specific purpose for the net proceeds of an
offering, we will describe that purpose in the applicable prospectus
supplement.

                       RATIO OF EARNINGS TO FIXED CHARGES

   The following table sets forth our ratios of earnings to fixed charges for
each of the fiscal years ended December 31, 1996 through December 31, 2000 and
for the six months ended June 30, 2000 and June 30, 2001.

<TABLE>
<CAPTION>
         Six Months
       Ended June 30,                       Year Ended December 31,
       -----------------          ---------------------------------------------------------------------
       2001        2000           2000           1999           1998           1997           1996
       ----        ----           ----           ----           ----           ----           ----
       <S>         <C>            <C>            <C>            <C>            <C>            <C>
       2.61        5.34           5.26           3.78           2.11           2.68           2.50
</TABLE>

   For purposes of computing the ratios of earnings to fixed charges, earnings
represent earnings from continuing operations before income taxes and fixed
charges, and fixed charges consist of interest expense, the portion of rental
expense calculated to be representative of the interest factor, amortization of
discounts and capitalized expenses related to indebtedness, and preferred stock
dividends. The ratios should be read in conjunction with the financial
statements and other financial data included or incorporated by reference in
this prospectus. See "Where You Can Find More Information."

                                       7
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

   As used in this prospectus, "debt securities" means the senior and
subordinated debentures, notes, bonds and other evidences of indebtedness that
we issue and a trustee authenticates and delivers under the applicable
indenture. We will describe the particular terms of any series of debt
securities, and the extent to which the general terms summarized below may
apply, in the prospectus supplement relating to that series.

   We will issue senior debt securities and subordinated debt securities under
separate indentures between us and The Chase Manhattan Bank, as trustee. We
have summarized the material provisions of the indentures on the following
pages. We filed the forms of both the senior indenture and the subordinated
indenture as exhibits to this registration statement and you should read the
indentures for provisions that may be important to you. If you would like more
information on these provisions, see "Where You Can Find More Information" on
how to locate the indentures. We refer to the senior indenture and the
subordinated indenture as the "indenture."

   If we use another trustee or another indenture for a series of debt
securities, we will provide the details in a prospectus supplement. We will
file the forms of any other indentures with the SEC at the time we use them.

Terms

   The indenture provides for the issuance of debt securities in one or more
series. A prospectus supplement relating to a series of debt securities will
include specific terms relating to the offering. These terms will include some
or all of the following:

  .  the title and type of the debt securities;

  .  whether the debt securities will be senior or subordinated debt
     securities and the terms of the subordination provisions;

  .  any limit on the total principal amount of the debt securities;

  .  the person who will receive interest payments on any debt securities if
     other than the registered holder;

  .  the price or prices at which we will sell the debt securities;

  .  the maturity date or dates of the debt securities;

  .  the rate or rates, which may be fixed or variable, per annum at which
     the debt securities will bear interest and the date from which such
     interest will accrue;

  .  the dates on which interest will be payable and the related record
     dates;

  .  whether any index, formula or other method will determine payments of
     principal or interest and the manner of determining the amount of such
     payments;

  .  the place or places of payments on the debt securities;

  .  whether the debt securities are redeemable;

  .  any redemption dates, prices, obligations and restrictions on the debt
     securities;

  .  any mandatory or optional sinking fund or purchase fund or analogous
     provisions;

  .  the denominations of the debt securities if other than $1,000 or
     multiples of $1,000;

  .  the currency of principal and interest payments if other than US
     Dollars;

  .  any provisions granting special rights if certain events happen;

  .  any deletions from, changes in or additions to the events of default or
     the covenants specified in the indenture;

                                       8
<PAGE>

  .  any trustees, authenticating or paying agents, transfer agents,
     registrars or other agents for the debt securities if other than The
     Chase Manhattan Bank;

  .  any conversion or exchange features of the debt securities;

  .  whether we will issue the debt securities as original issue discount
     securities for federal income tax purposes;

  .  any special tax implications of the debt securities;

  .  the terms of payment upon acceleration; and

  .  any other material terms of the debt securities.

   We may issue debt securities that are convertible into or exchangeable for
our common stock or other securities, or the debt or equity of another company.
If we issue these types of debt securities, we will provide additional
information in a prospectus supplement.

   We may sell debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of
issuance, is different than market rates. When we refer to the principal and
interest on debt securities, we also mean the payment of any additional amounts
that we must pay under the indenture or the debt securities, including amounts
for certain taxes, assessments or other governmental charges which holders of
debt securities must pay.

Denomination, Form, Payment and Transfer

   Normally, we will denominate and make payments on debt securities in U.S.
dollars. If we issue debt securities denominated, or with payments, in a
foreign or composite currency, a prospectus supplement will specify the
currency or composite currency.

   We may from time to time issue debt securities as registered securities.
This means that holders will be entitled to receive certificates representing
the debt securities registered in their name. You can transfer or exchange debt
securities in registered form without service charge, upon reimbursement of any
taxes or government charges. You can make this transfer or exchange at the
trustee's corporate trust office or at any other office we maintain for such
purposes. If the debt securities are in registered form, we can pay interest by
check mailed to the person in whose name the debt securities are registered on
the days specified in the indenture.

   As a general rule, however, we will issue debt securities in book-entry
form. This means that one or more permanent global certificates registered in
the name of a depositary, or a nominee of the depositary, will represent the
debt securities. Only persons who have accounts with depositaries, which are
known as participants, or persons that may hold interests through participants,
can have beneficial ownership interests in global certificates representing a
series of debt securities. The depositary will maintain a computerized book-
entry and transfer system that keeps track of the principal amounts of debt
securities held in the accounts of participants. Participants keep records of
the interests of their clients who have purchased debt securities through them.
Beneficial ownership interests in debt securities issued in book-entry form may
be shown only on, and may be transferred only through, records maintained by
the depositary and its participants. Some states require that certain
purchasers receive securities only in certificate form. These state laws may
limit the ability of beneficial owners to transfer their interests.

   The Depository Trust Company, or DTC, frequently acts as the depositary for
debt securities. DTC is owned by a number of its participants and by the NYSE,
AMEX and the NASD. The information below regarding DTC, which DTC provides, is
included informational purposes only. You should not treat it as a
representation, warranty or contract modification of any kind. If we issue the
debt securities of any series in book-entry form and the depositary is someone
other than DTC, we will provide you with additional information in a prospectus
supplement.

                                       9
<PAGE>

   DTC holds securities that its participants deposit. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. DTC's book-entry system is also available to other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant. DTC electronically records the settlement
among participants of their securities transactions in deposited securities.
Issuers make interest and principal payments to DTC, which in turn credits
payments to participants' accounts according to their beneficial ownership
interests as reflected in DTC's records. In addition, DTC currently assigns any
voting rights to participants by using an omnibus proxy. These payments and
voting rights are governed by the customary practices between the participants
and holders of beneficial interests.

   DTC will be the sole owner of the global certificates. We, the trustee and
the paying agent have no responsibility or liability for the records relating
to beneficial ownership interests in the global certificates or for the
payments of principal and interest due for the accounts of beneficial holders
of interests in the global certificates. The global certificates representing a
series of debt securities normally may not be transferred except by DTC to its
nominees or successors in accordance with the indenture. A series of debt
securities represented by global certificates will be exchangeable for debt
securities in registered form with the same terms in authorized denominations
if:

  .  DTC notifies us that it is unwilling or unable to continue as depositary
     or if DTC ceases to be a clearing agency registered under applicable law
     and we do not appoint a successor depositary within 90 days; or

  .  we decide not to require all of the debt securities of a series to be
     represented by global certificates and notify the trustee of that
     decision.

Events of Default

   Unless we indicate otherwise in a prospectus supplement, the following are
events of default under the indenture with respect to any issued debt
securities:

  .  failure to pay the principal or any premium on any debt security of that
     series when due;

  .  failure for 30 days to pay interest on any debt security of that series
     when due;

  .  failure to deposit any sinking fund payment on any debt security of that
     series when due;

  .  failure to perform any other covenant in the indenture that continues
     for 90 days after we have been given written notice of such failure; or

  .  the occurrence of certain events in bankruptcy, insolvency or
     reorganization.

   An event of default for one series of debt securities does not necessarily
constitute an event of default for any other series. The trustee may withhold
notice to the debt securities holders of any default, except a payment default,
if it considers such action to be in the holders' interests.

   If an event of default occurs and continues, the trustee, or the holders of
at least 25% in aggregate principal amount of the debt securities of the
series, may declare the entire principal of all the debt securities of that
series to be due and payable immediately. If this happens, under a number of
circumstances, the holders of a majority of the aggregate principal amount of
the debt securities of that series can void the acceleration of payment.

   The indenture provides that the trustee has no obligation to exercise any of
its rights at the direction of any holders, unless the holders offer the
trustee reasonable indemnity. If they provide this indemnification, the holders
of a majority in principal amount of any series of debt securities have the
right to direct any proceeding, remedy, or power available to the trustee with
respect to that series.

Subordination

   The subordinated debt securities will be subordinated and junior in right of
payment to all our senior indebtedness to the extent set forth in the
applicable prospectus supplement.

                                       10
<PAGE>

Conversion Rights

   We will describe the terms upon which debt securities may be convertible
into our common stock or other securities in a prospectus supplement. These
terms will include provisions as to whether conversion is mandatory or
optional. They may also include provisions adjusting the number of shares of
our common stock or other securities.

Our Obligations Under the Senior Indenture

   Under the senior indenture, we will agree to the following:

   Limitations on Liens. The senior indenture restricts our ability to encumber
our assets and the assets of our restricted subsidiaries. If we, or any
restricted subsidiary, pledge or mortgage any of our property to secure any
debt, then we will, unless an exception applies, pledge or mortgage the same
property to the trustee to secure the debt securities for as long as such debt
is secured by such property. Restricted subsidiary means one of our
subsidiaries that has substantially all of its assets located in, or carries on
substantially all of its business in, the United States.

   This restriction will not apply in various situations. We may encumber
assets if the encumbrance is a permitted lien, as defined below, without regard
to the amount of debt secured by the encumbrance. We may also encumber assets
if the amount of all debt secured by encumbrances, other than some permitted
encumbrances, does not exceed the greater of $1,000,000,000 or 10% of our
consolidated net tangible assets. Consolidated net tangible assets means our
total assets, including the assets of our subsidiaries, as reflected in our
most recent balance sheet, less current liabilities, goodwill, patents and
trademarks. Permitted liens include:

  .  liens on a corporation's property, stock or debt at the time it becomes
     a restricted subsidiary;

  .  liens on property at the time we or a restricted subsidiary acquire the
     property;

  .  liens securing debt owing by a restricted subsidiary to us or another
     restricted subsidiary;

  .  liens existing at the time the senior indenture becomes effective;

  .  liens on property of an entity at the time such entity is merged into or
     consolidated with us or a restricted subsidiary or at the time we or a
     restricted subsidiary acquire all or substantially all of the assets of
     the entity;

  .  liens in favor of any governmental customer to secure payments or
     performance pursuant to any contract or statute, or to secure
     indebtedness we incur with respect to the acquisition or construction of
     the property subject to the liens, any related indebtedness, or debt
     guaranteed by a government or governmental authority; and

  .  any renewal, extension or replacement for any lien permitted by one of
     the exceptions described above.

   Limitations on Sale Leaseback Arrangements. Except under various
circumstances, the senior indenture also restricts our ability and the ability
of any restricted subsidiaries to enter into sale-leaseback transactions. Such
an arrangement is permissible if we or our restricted subsidiary would be
permitted to incur indebtedness secured by a principal property at least equal
in amount to the attributable debt with respect to such arrangement. Sale-
leaseback transaction means, subject to some exceptions, an arrangement
pursuant to which we, or a restricted subsidiary, transfer a principal property
to a person and contemporaneously lease it back from that person. Principal
property means, with some exceptions, any manufacturing plant or facility
located in the United States which we or one or more of our restricted
subsidiaries owns, except any plant or facility which our board of directors
determines is not of material importance to our total business. Attributable
debt for a sale and leaseback transaction means the lesser of the fair value of
such property as determined by our board of directors or the present value of
the obligation of the lessee for net rental payments during the remaining term
of the lease.

                                       11
<PAGE>

   The applicable indenture will not otherwise limit our ability to incur
additional debt, unless we tell you this in a prospectus supplement.

Consolidation, Merger or Sale

   We may neither consolidate with nor merge into another corporation nor
transfer all or substantially all of our assets to another corporation unless:

  .  the successor corporation assumes all of our obligations under the debt
     securities and the indenture;

  .  immediately following the transaction, no event of default and no
     circumstances which, after notice or lapse of time or both, would become
     an event of default, shall have happened and be continuing; and

  .  we have delivered to the trustee an officers' certificate and a legal
     opinion confirming that we have complied with the indenture.

Defeasance and Covenant Defeasance

   Any series of our debt securities is subject to the defeasance and discharge
provisions of the applicable indenture. Under those provisions, we may elect
either:

  .  to defease and be discharged from any and all our obligations with
     respect to those debt securities, except for the rights of holders of
     those debt securities to receive payments on the securities solely from
     the trust fund established pursuant to the indenture and the obligations
     to exchange or register the transfer of the securities, to replace
     temporary or mutilated, destroyed, lost or stolen securities, to
     maintain an office or agency with respect to the securities and to hold
     moneys for payment in trust ("defeasance"); or

  .  to be released from our obligations with respect to those debt
     securities concerning restrictive covenants which are subject to
     covenant defeasance, and the occurrence of certain events of default
     with respect to those restrictive covenants shall no longer be an event
     default ("covenant defeasance").

   To invoke defeasance or covenant defeasance with respect to any series of
debt securities, we must irrevocably deposit with the trustee, in trust, money
or U.S. Government obligations, or both, which will provide money in an amount
sufficient to pay all sums due on that series.

   As a condition to defeasance or covenant defeasance, we must deliver to the
indenture trustee an opinion of counsel stating that holders of the debt
securities will not recognize gain or loss for federal income tax purposes as a
result of the defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if we did not elect the defeasance or covenant
defeasance. We may exercise our defeasance option with respect to the
securities notwithstanding our prior exercise of our covenant defeasance
option. If we exercise our defeasance option, payment of the securities may not
be accelerated by the reference to restrictive covenants which are subject to
covenant defeasance. If we do not comply with our remaining obligations after
exercising our covenant defeasance option and the securities are declared due
and payable because of the occurrence of any event of default, the amount of
money and U.S. Government obligations on deposit in the defeasance trust may be
insufficient to pay amounts due on the securities at the time of the
acceleration. However, we will remain liable for those payments.

Changes to the Indenture

   Holders who own more than 50% in principal amount of the debt securities of
a series can agree with us to change the provisions of the indenture relating
to that series. However, no change can affect the payment

                                       12
<PAGE>

terms or the percentage required to change other terms without the consent of
all holders of debt securities of the affected series.

   We may enter into supplemental indentures for other specified purposes and
to make changes that would not materially adversely affect the holders'
interests, including the creation of any new series of debt securities, without
the consent of any holder of debt securities.

Governing Law

   New York law will govern the indentures and the debt securities.

Trustee

   The Chase Manhattan Bank will serve as trustee under each indenture. It is
the trustee under the existing senior debt securities indenture of Northrop
Systems. If we use a different trustee for any debt securities, we will let you
know in a prospectus supplement.

                                       13
<PAGE>

                         DESCRIPTION OF PREFERRED STOCK

   The following description discusses the general terms of the preferred stock
which we have issued and may issue in the future. Our certificate of
incorporation, the applicable certificate of designation to our certificate of
incorporation and the prospectus supplement will describe the terms of the
related series of preferred stock. We will provide you copies of these
documents upon request.

   General. Our certificate of incorporation authorizes our board of directors,
from time to time and without further stockholder action, to provide for the
issuance of up to 10,000,000 shares of preferred stock, par value $1.00 per
share. Our board of directors may authorize the issuance of preferred stock in
one or more series and may fix the relative rights and preferences of the
shares, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges.

   There are 3,500,000 shares of Series B preferred stock, par value $1.00 per
share, outstanding as of the date of this prospectus. As of the date of this
prospectus, there is no other series of preferred stock outstanding, and there
are no agreements or understandings for the issuance of any other preferred
stock, except for the issuance of Series A Junior Participating Preferred Stock
in connection with preferred share purchase rights attached to our common
stock. See "Description of Common Stock--Preferred Share Purchase Rights."

   The shares of any series of preferred stock will be, when issued, fully paid
and non-assessable and holders of preferred stock will not have preemptive
rights.

Series B Preferred Stock

   The following is a summary of the rights, preferences and privileges of our
existing Series B Preferred Stock, as set forth in a Certificate of
Designations, Preferences and Rights of Series B Preferred Stock filed with the
Secretary of State of Delaware. This summary is not a complete description of
such rights, preferences and privileges and the rights of holders of our Series
B preferred stock are governed by the precise language of the certificate of
designations, not this summary.

   Conversion. Each share of our Series B preferred stock is convertible, at
any time, at the option of the holder, into the right to receive shares of our
common stock. Initially, each share of Series B preferred stock is convertible
into the right to receive the number of shares of common stock equal to the
liquidation value per share of Series B preferred stock of $100.00 divided by
$109.75.

   The conversion ratio is subject to adjustment in the event of certain
dividends and distributions; upon a subdivision or reclassification of the
outstanding shares of common stock; a merger or consolidation or the sale of
substantially all of our assets; upon the liquidation of Northrop Grumman; upon
the occurrence of certain specified distributions with respect to the common
stock; and upon certain other events described in the certificate of
designations.

   If any adjustment in the number of shares of common stock into which each
share of Series B preferred stock may be converted would result in an increase
or decrease of less than 1% in the number of shares of common stock into which
each share of Series B preferred stock is then convertible, the amount of the
adjustment will be carried forward and the adjustment will be made at the time
of and together with any subsequent adjustment, which, together with any
adjustment amounts carried forward, would equal at least 1% of the number of
shares of common stock into which each share of Series B preferred stock is
then convertible.

   Liquidation. In any liquidation of Northrop Grumman, each share of Series B
preferred stock is entitled to a liquidation preference of $100.00 plus accrued
but unpaid dividends, whether or not declared, before any distribution may be
made on the common stock or any other class or series of our capital stock
which is junior to the Series B preferred stock. In any liquidation of Northrop
Grumman, no distribution may be made on any shares of our capital stock ranking
on a parity with the Series B preferred stock as to dividends, redemption

                                       14
<PAGE>

payments and rights upon liquidation, dissolution or winding up of Northrop
Grumman, unless the holders of Series B preferred stock participate ratably in
the distribution along with the holders of capital stock ranking on a parity
with the Series B preferred Stock as to such matters.

   Reacquired Shares. Any shares of Series B preferred stock converted,
redeemed, purchased or otherwise acquired by us will be retired and canceled.
The reacquired shares will become authorized but unissued shares of Series B
preferred stock, which we may reissue at a later date.

   Rank. The Series B preferred stock ranks with respect to payment of
dividends, redemption payments and rights upon liquidation, dissolution or
winding up, prior to the common stock and any class or series of Series B
preferred stock which by its terms ranks junior to the Series B preferred
stock. The Series B preferred stock ranks on parity with each other class or
series of preferred stock unless such class or series by its terms ranks senior
to the Series B preferred stock.

   Voting Rights. Holders of Series B preferred stock have no voting rights
except in certain specified circumstances described below or as required by
applicable law. The affirmative vote of the holders of two-thirds of the
aggregate number of outstanding shares of the Series B preferred stock is
required for an amendment of our certificate of incorporation, for a merger or
any other action which would:

  .  authorize any class or series of stock ranking prior or senior to the
     Series B preferred stock as to dividends, redemption payments or rights
     upon liquidation, dissolution or winding up;

  .  adversely alter the preference, special rights or powers given to the
     Series B preferred stock; or

  .  cause or permit the purchase or redemption of less than all of the
     Series B preferred stock unless all dividends to which such shares are
     entitled have been declared and paid or provided for.

   If accrued dividends on the Series B preferred stock are not paid for six
quarterly dividend periods (whether or not consecutive), a majority of the
holders of the Series B preferred stock, voting separately as a class, will
have the right to elect two directors. If such holders exercise their right to
elect two directors to our board, the size of our board will be increased by
two members until the dividends in default are paid in full or payment for the
past-due dividends is set aside.

   Dividends. Holders of Series B preferred stock are entitled to cumulative
cash dividends, payable quarterly in April, July, October and January of each
year at a dividend rate per share $7.00 per year. If dividends are payable and
have not been paid or set apart in full, the deficiency must be fully paid or
set apart for payment before:

  .  distributions or dividends are paid on stock ranking junior to the
     Series B preferred stock; and

  .  the redemption, repurchase or other acquisition for consideration of any
     shares of our capital stock ranking junior to the Series B preferred
     stock.

   Mandatory Redemption for Cash After Twenty Years.  We are required to redeem
all of the shares of Series B preferred stock for cash twenty years and one day
from the date of issuance of the Series B preferred stock. The redemption price
per share is equal to the liquidation value of $100.00 per share of Series B
preferred stock plus accrued but unpaid dividends, whether or not declared, to
the mandatory redemption date.

   Optional Redemption for Common Stock After Seven Years. We have the option
to redeem shares of the Series B preferred stock in exchange for common stock
at any time after the seventh anniversary of the date of the initial issuance
of the Series B preferred stock. Upon redemption, holders of Series B preferred
stock will receive the number of shares of common stock equal to the
liquidation value of $100.00 per share of Series B preferred stock plus accrued
but unpaid dividends to the redemption date divided by the current market price
of the common stock on the redemption date.

                                       15
<PAGE>

   Change in Control. Upon a fundamental change in control of Northrop Grumman,
as defined below, holders of Series B preferred stock have the right, which may
be exercised during the period of 20 business days following notice from us, to
exchange their shares of Series B preferred stock for common stock. Each share
of Series B preferred stock may be exchanged in such circumstances for that
number of shares of common stock determined by dividing the liquidation value
of $100.00 per share of Series B preferred stock, plus accrued but unpaid
dividends to such date by the current market value of the common stock on the
exchange date.

   A "fundamental change in control" is defined as any merger, consolidation,
sale of all or substantially all of our assets, liquidation or recapitalization
(other than solely a change in the par value of equity securities) of the
common stock in which more than one-third of the previously outstanding common
stock is exchanged for cash, property or securities other than our capital
stock or the capital stock of another corporation.

   If the fundamental change in control occurred as a result of a transaction
(excluding certain dividends or distributions on, and reclassifications of,
common stock) in which the previously outstanding common stock is changed into
or exchanged for different securities of Northrop Grumman or securities of
another corporation or interests in a non-corporate entity, the common stock
that would otherwise have been issued to a holder of Series B preferred stock
for each share of Series B preferred stock will be deemed instead to be the
kind and amount of securities and property receivable upon completion of such
transaction in respect of the common stock that would result in the fair market
value of such securities and property, measured as of the exchange date, being
equal to the liquidation value plus accrued and unpaid dividends.

Other Series of Preferred Stock

   The following description discusses the general terms of preferred stock
which we may issue in the future. You should refer to the prospectus supplement
relating to the class or series of preferred stock being offered for the
specific terms of that class or series, including:

  .  the title and stated value of the preferred stock being offered;

  .  the number of shares of preferred stock being offered, their liquidation
     preference per share and their purchase price;

  .  the dividend rate(s), period(s) and/or payment date(s) or method(s) of
     calculating the payment date(s) applicable to the preferred stock being
     offered;

  .  whether dividends shall be cumulative or non-cumulative and, if
     cumulative, the date from which dividends on the preferred stock being
     offered shall accumulate;

  .  the procedures for any auction and remarketing, if any, for the
     preferred stock being offered;

  .  the provisions for a sinking fund, if any, for the preferred stock being
     offered;

  .  the provisions for redemption, if applicable, of the preferred stock
     being offered;

  .  any listing of the preferred stock being offered on any securities
     exchange or market;

  .  the terms and conditions, if applicable, upon which the preferred stock
     being offered will be convertible into our common stock, including the
     conversion price, or the manner of calculating the conversion price, and
     the conversion period;

  .  the terms and conditions, if applicable, upon which the preferred stock
     being offered will be exchangeable into debt or equity securities,
     including the exchange price, or the manner of calculating the exchange
     price, and the exchange period;

  .  voting rights, if any, of the preferred stock being offered;

  .  whether interests in the preferred stock being offered will be
     represented by depositary shares;

                                       16
<PAGE>

  .  a discussion of any material and/or special United States federal income
     tax considerations applicable to the preferred stock being offered;

  .  the relative ranking and preferences of the preferred stock being
     offered as to dividend rights and rights upon liquidation, dissolution
     or winding up of the affairs of the company;

  .  any limitations on the issuance of any class or series of preferred
     stock ranking senior to or on a parity with the series of preferred
     stock being offered as to dividend rights and rights upon liquidation,
     dissolution or winding up of the affairs of the company; and

  .  any other specific terms, preferences, rights, limitations or
     restrictions of the preferred stock being offered.

   Rank. Unless otherwise specified in the applicable prospectus supplement,
the preferred stock will, with respect to distribution rights and rights upon
liquidation, dissolution or winding up of the company, rank:

  (a) senior to all classes or series of our common stock and to all equity
      securities the terms of which specifically provide that such equity
      securities rank junior to the preferred stock being offered;

  (b) junior to all equity securities issued by us the terms of which
      specifically provide that such equity securities rank senior to the
      preferred stock being offered; and

  (c) on a parity with all equity securities issued by us other than those
      referred to in clauses (a) and (b) of this subheading.

   Distributions. A prospectus supplement will describe the circumstances
relating to distributions on our preferred stock. If our board of directors
approves distributions, holders of our preferred stock of each series will be
entitled to receive distributions out of our assets legally available for
payment to stockholders. These distributions may be cash distributions, or
distributions in kind or in other property. The prospectus supplement will
describe the rates of the distributions and the dates we will make
distributions. Each distribution shall be payable to holders of record on such
record date as shall be fixed by our board of directors. Distributions on any
series of preferred stock, if cumulative, will be cumulative from and after the
date set forth in the applicable prospectus supplement.

   Redemption. A prospectus supplement may provide that the preferred stock
will be subject to mandatory redemption or redemption at our option, in whole
or in part. The prospectus supplement will describe the terms, the times and
the redemption prices of the preferred stock.

   Liquidation Preference. If we liquidate, dissolve or wind up our affairs,
then, before we make distributions to holders of common stock or any other
class or series of shares of our capital stock ranking junior to the preferred
stock in the distribution of assets, the holders of each series of preferred
stock shall be entitled to receive liquidating distributions out of our assets
legally available for distribution to stockholders. We will make liquidating
distributions in the amount of the liquidation preference set forth in the
applicable prospectus supplement plus an amount equal to all accumulated and
unpaid distributions. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of preferred
stock will have no right or claim to any of our remaining assets.

   If we liquidate, dissolve or wind up and we do not have enough legally
available assets to pay the amount of the liquidating distributions on all
outstanding shares of preferred stock and other classes of capital stock
ranking equally with the preferred stock in the distribution of assets, then
the holders of the preferred stock and all other such classes or series of
shares of capital stock shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

   Voting Rights. Holders of preferred stock will not have any voting rights,
except as set forth below or as otherwise from time to time required by law, or
as indicated in the applicable prospectus supplement.

                                       17
<PAGE>

   Under the Delaware General Corporation Law, holders of outstanding shares of
a series of preferred stock would be entitled to vote as a separate class on a
proposed amendment to the terms of that series of preferred stock or our
certificate of incorporation if the amendment would increase or decrease the
par value of that series of preferred stock or alter or change the powers,
preferences or special rights of the shares of such class so as to affect them
adversely, in which case the approval of the proposed amendment would require
the affirmative vote of at least a majority of the outstanding shares of that
series of preferred stock.

   Conversion Rights. The terms and conditions, if any, upon which any series
of preferred stock is convertible into common stock will be set forth in the
applicable prospectus supplement. These terms will include the following:

  .  the number of shares of common stock into which the shares of preferred
     stock are convertible;

  .  the conversion price or the manner of calculating the conversion price;

  .  the conversion date(s) or period(s);

  .  provisions as to whether conversion will be at the option of the holders
     of the preferred stock or at our option; and

  .  the events requiring an adjustment of the conversion price and
     provisions affecting conversion in the event of the redemption of that
     series of preferred stock.

   Transfer Agent and Registrar. EquiServe Trust Company is the transfer agent
and registrar for our Series B preferred stock. We currently plan to retain
EquiServe Trust Company to serve as the transfer agent and registrar for any
other series of preferred stock that we issue.

                                       18
<PAGE>

                          DESCRIPTION OF COMMON STOCK

   We have authority to issue 400,000,000 shares of common stock, par value
$1.00 per share. As of July 30, 2001, 85,379,657 shares of common stock were
outstanding. Our common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange.

   Dividends. Dividends may be paid on the common stock and on any class or
series of stock entitled to participate with the common stock as to dividends,
but only when and as declared by our board of directors.

   Voting Rights. Each holder of our common stock is entitled to one vote per
share on all matters submitted to a vote of stockholders and does not have
cumulative voting rights for the election of directors.

   Liquidation. If we liquidate, holders of common stock are entitled to
receive all remaining assets available for distribution to stockholders after
satisfaction of our liabilities and the preferential rights of any preferred
stock that may be outstanding at that time.

   Other Rights. Our outstanding common shares are fully paid and
nonassessable. The holders of our common stock do not have any preemptive,
conversion or redemption rights.

   Registrar and Transfer Agent. The registrar and transfer agent for our
common stock is EquiServe Trust Company.

   Preferred Share Purchase Rights. We have adopted a rights plan pursuant to
which a preferred share purchase right is attached to each share of our common
stock that is or becomes outstanding prior to October 31, 2008. The rights
become exercisable 10 days after the public announcement that any person or
group has (i) acquired 15% or more of the outstanding shares of our common
stock, or (ii) initiated a tender offer for shares of our common stock, which,
if consummated, would result in any person or group acquiring 15% or more of
the outstanding shares of our common stock. Once exercisable, each right will
entitle the holder to purchase one one-thousandth of a share of our Series A
junior participating preferred stock, par value $1.00 per share, at a price of
$250.00 per one one-thousandth of a share, subject to adjustment.
Alternatively, under certain circumstances involving an acquisition of 15% or
more of our common stock outstanding, each right will entitle its holder to
purchase, at a fifty per cent discount, a number of shares of our common stock
having a market value of two times the exercise price of the right. We may (i)
exchange the rights at an exchange ratio of one share of our common stock per
right, and (ii) redeem the rights, at a price of $0.01 per right, at any time
prior to an acquisition of 15% or more of the outstanding shares of our common
stock by any person or group.

   Some Important Charter and Statutory Provisions. Our certificate of
incorporation provides for the division of our board of directors into three
classes of directors, each serving staggered, three year terms. Our certificate
of incorporation further provides generally that any alteration, amendment or
repeal of the sections of our certificate of incorporation dealing with the
following subjects requires the approval of the holders of at least 80% of our
outstanding voting power, unless such action is approved by a majority of our
board of directors:

  .  the election and classification of the board of directors;

  .  liability of directors; and

  .  the vote requirements for amendments to our certificate of
     incorporation,

If any of these changes to our certificate of incorporation are approved by our
board of directors, the approval of a majority of our outstanding voting power
is required to make these changes effective.

   These provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of the company.

                                       19
<PAGE>

   We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a Delaware corporation which
has a class of stock which is listed on a national stock exchange or which has
2,000 or more stockholders of record from engaging in a business combination
with an interested stockholder (generally, the beneficial owner of 15% or more
of the corporation's outstanding voting stock) for three years following the
time the stockholder became an interested stockholder, unless, prior to that
time, the corporation's board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, or if at least two-thirds of the outstanding shares not
owned by that interested stockholder approve the business combination, or if,
upon becoming an interested stockholder, that stockholder owned at least 85% of
the outstanding shares, excluding those held by officers, directors and some
employee stock plans. A "business combination" includes a merger, asset sale,
or other transaction resulting in a financial benefit, other than
proportionately as a stockholder, to the interested stockholder.

                            DESCRIPTION OF WARRANTS

   General. We may issue warrants to purchase our debt or equity securities. We
may issue warrants independently or together with any offered securities and
the warrants may be attached to or separate from those offered securities. We
will issue the warrants under warrant agreements to be entered into between us
and a bank or trust company, as warrant agent, all as described in the
applicable prospectus supplement. The warrant agent will act solely as our
agent in connection with the warrants of the series being offered and will not
assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants.

   The applicable prospectus supplement will describe the following terms,
where applicable, of warrants in respect of which this prospectus is being
delivered:

  .  the title of the warrants;

  .  the designation, amount and terms of the securities for which the
     warrants are exercisable;

  .  the designation and terms of the other securities, if any, with which
     the warrants are to be issued and the number of warrants issued with
     each such security;

  .  the price or prices at which the warrants will be issued;

  .  the aggregate number of warrants;

  .  any provisions for adjustment of the number or amount of securities
     receivable upon exercise of the warrants or the exercise price of the
     warrants;

  .  the price or prices at which the securities purchasable upon exercise of
     the warrants may be purchased;

  .  if applicable, the date on and after which the warrants and the
     securities purchasable upon exercise of the warrants will be separately
     transferable;

  .  if applicable, a discussion of the material United States federal income
     tax considerations applicable to the exercise of the warrants;

  .  any other terms of the warrants, including terms, procedures and
     limitations relating to the exchange and exercise of the warrants;

  .  the date on which the right to exercise the warrants shall commence, and
     the date on which the right shall expire;

  .  the maximum or minimum number of warrants which may be exercised at any
     time; and

  .  information with respect to book-entry procedures, if any.

                                       20
<PAGE>

   Exercise of Warrants. Each warrant will entitle the holder of warrants to
purchase for cash the amount of debt or equity securities, at the exercise
price as shall be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the warrants. Warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement relating to the warrants. After the close of business on
the expiration date, unexercised warrants will become void.

   Warrants may be exercised as set forth in the prospectus supplement relating
to the warrants. When the warrant holder makes the payment and properly
completes and signs the warrant certificate at the corporate trust office of
the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the debt or equity securities which the
warrant holder has purchased. If the warrant holder exercises the warrant for
less than all of the warrants represented by the warrant certificates, we will
issue a new warrant certificate for the remaining warrants.

                                       21
<PAGE>

                              PLAN OF DISTRIBUTION

   We may sell any series of debt or equity securities:

  .  through underwriters or dealers;

  .  through agents;

  .  directly to one or more purchasers; or

  .  directly to stockholders.

   We may effect the distribution of the debt or equity securities from time to
time in one or more transactions either:

  .  at a fixed price or prices which may be changed;

  .  at market prices prevailing at the time of sale;

  .  at prices relating to such prevailing market prices; or

  .  at negotiated prices.

   For each offering of debt or equity securities, the prospectus supplement
will describe the plan of distribution.

   If we use underwriters in the sale, they will buy the debt or equity
securities for their own account. The underwriters may then resell the debt or
equity securities in one or more transactions at a fixed public offering price
or at varying prices determined at the time of sale or after the sale. The
obligations of the underwriters to purchase the debt or equity securities will
be subject to various conditions. The underwriters will be obligated to
purchase all the debt or equity securities offered if they purchase any debt or
equity securities. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time
to time.

   If we use dealers in the sale, we will sell debt or equity securities to
these dealers as principals. The dealers may then resell the debt or equity
securities to the public at varying prices to be determined by these dealers at
the time of resale. If we use agents in the sale, they will use their
reasonable best efforts to solicit purchasers for the period of their
appointment. If we sell directly, no underwriters or agents would be involved.
We are not making an offer of debt or equity securities in any state that does
not permit such an offer.

   Underwriters, dealers and agents that participate in the debt or equity
securities distribution may be deemed to be underwriters as defined in the
Securities Act of 1933. Any discounts, commissions, or profit they receive when
they resell the debt or equity securities may be treated as underwriting
discounts and commissions under that Act. We may have agreements with
underwriters, dealers and agents to indemnify them against various civil
liabilities, including certain liabilities under the Securities Act of 1933, or
to contribute with respect to payments that they may be required to make.

   We may authorize underwriters, dealers or agents to solicit offers from
institutions whereby the institution contractually agrees to purchase the debt
or equity securities from us on a future date at a specified price. This type
of contract may be made only with institutions that we specifically approve.
These institutions could include banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. The
underwriters, dealers or agents will not be responsible for the validity or
performance of these contracts.

   Underwriters, dealers and agents may engage in transactions with us or
perform services for us in the ordinary course of business.


                                       22
<PAGE>

                   VALIDITY OF THE DEBT AND EQUITY SECURITIES

   Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California, will issue
an opinion about the legality of the debt and equity securities for us.
Underwriters, dealers or agents, who we will identify in a prospectus
supplement may have their counsel opine about certain legal matters relating to
the debt and equity securities.

                                    EXPERTS

   The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from Northrop Systems'
Annual Report on Form 10-K/A for the year ended December 31, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

   With respect to the unaudited interim financial information of Northrop
Grumman for the periods ended March 31, 2001 and June 30, 2001 and Northrop
Systems for the periods ended March 31, 2000 and June 30, 2000 which is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in Northrop Grumman's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and June
30, 2001 and incorporated by reference herein, they did not audit and they do
not express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
LLP are not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.

   The consolidated financial statements incorporated in this prospectus by
reference from Litton's Annual Report on Form 10-K for the year ended July 31,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                                       23
<PAGE>

[LOGO OF NORTHROP GRUMMAN CORPORATION]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

   The following table sets forth the expenses, other than underwriting
discounts and commissions, expected to be incurred in connection with the
offering or offerings described in this registration statement. All amounts are
estimated except the Securities and Exchange Commission registration fee.

<TABLE>
   <S>                                                              <C>
   Securities and Exchange Commission registration fee............  $   500,000
   Trustee fees and expenses......................................       20,000
   Legal fees and expenses........................................      175,000
   Accounting fees and expenses...................................       40,000
   Printing and engraving fees and expenses.......................      100,000
   Rating agency fees.............................................      150,000
   Blue Sky fees and expenses (including legal fees)..............       20,000
   Miscellaneous..................................................       15,000
                                                                    -----------
     Total........................................................  $ 1,020,000
                                                                    ===========
</TABLE>

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 of the DGCL, provides that a corporation may indemnify directors
and officers as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation--a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.

   A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

   As permitted by Section 145 of the DGCL, Article EIGHTEENTH of Northrop
Grumman's restated certificate of incorporation, as amended, provides:

   "A director of the Corporation shall not be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or to its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derives any improper personal benefit. If, after approval of this
Article by the stockholders of the Corporation, the General Corporation Law of
the State of Delaware is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended. Any
repeal or modification of this Article by the stockholders of the Corporation
as provided in Article Seventeen hereof shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification."

                                      II-1
<PAGE>

   Northrop Grumman has entered into an agreement with each of its directors
and certain of its officers indemnifying them to the fullest extent permitted
by the foregoing. Northrop Grumman has also purchased director and officer
liability insurance.

Item 16. EXHIBITS

<TABLE>
 <C>      <S>
     1-1  Form of Underwriting Agreement relating to common equity securities.

     1-2  Form of Underwriting Agreement relating to preferred equity
          securities.

     1-3  Form of Underwriting Agreement relating to debt securities.

     4-1  Amended and Restated Certificate of Incorporation, as amended
          (incorporated by reference to Form S-4 Registration Statement filed
          February 1, 2001).

     4-2  Certificate of Amendment of Certificate of Incorporation
          (incorporated by reference to Form 10-Q for the quarter ended March
          31, 2001).

     4-3  Certificate of Amendment of Certificate of Incorporation dated May
          21, 2001 (incorporated by reference to Form 10-Q for the quarter
          ended June 30, 2001).

     4-4  Form of Certificate of Designations, Preferences and Rights of Series
          B Preferred Stock of Northrop Grumman (incorporated by reference to
          Form S-4 Registration Statement filed February 1, 2001).

     4-5  Restated Bylaws (incorporated by reference to Form S-4 Registration
          Statement filed February 1, 2001).

     4-6  Rights Agreement dated as of January 31, 2001 between Northrop
          Grumman Corporation and EquiServe Trust Company (incorporated by
          reference to Form S-4 Registration Statement filed March 27, 2001).

     4-7  Form of Senior Indenture.

     4-8  Form of Subordinated Indenture.

     4-9  Form of Warrant Agreement for Debt Securities.

     4-10 Form of Warrant Agreement for Equity Securities.

     4-11 Form of Certificate for Common Stock.

     4-12 Form of Certificate of Designations of Preferred Stock.

     5-1  Opinion of Sheppard, Mullin, Richter & Hampton LLP.

    12-1  Computation of Ratio of Earnings to Fixed Charges.

    15-1  Letter from independent accountants regarding unaudited interim
          accounting information.

    23-1  Consent of Deloitte & Touche LLP with respect to Northrop Grumman.

    23-2  Consent of Deloitte & Touche LLP with respect to Litton.

    23-3  Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
          Exhibit 5-1).

    24-1  Power of Attorney.

    25-1  Form T-1 Statement of Eligibility and Qualification of Trustee under
          the Trust Indenture Act of 1939.
</TABLE>

                                      II-2
<PAGE>

Item 17. UNDERTAKINGS

   The undersigned registrant hereby undertakes:

   (a) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

     (i) to include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;

     (ii) to reflect in the prospectus any fact or events arising after the
  effective date of the registration statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  registration statement. Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high and of the estimated maximum offering range
  may be reflected in the form of prospectus filed with the Commission
  pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
  price represent no more than 20 percent change in the maximum aggregate
  offering price set forth in the "Calculation of Registration Fee" table in
  the effective registration statement;

     (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in the registration statement;

provided, however, that the undertakings set forth in the paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

   (b) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

   (d) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

   (e) that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

   (f) that, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and

                                      II-3
<PAGE>

contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (a) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.

   (g) that, for purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

   (h) to file an application for the purposes of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of such Act.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 10th day
of August, 2001.

                                          NORTHROP GRUMMAN CORPORATION

                                                  /s/ John H. Mullan
                                          By: _________________________________
                                                      John H. Mullan
                                               Corporate Vice President and
                                                         Secretary

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of W. Burks Terry and John H. Mullan with
full power to act alone, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed by the registrant
pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                           Title                  Date
             ---------                           -----                  ----

<S>                                  <C>                           <C>
                 *                   Chairman of the Board,        August 10, 2001
____________________________________  President and Chief
             Kent Kresa               Executive Officer and
                                      Director (Principal
                                      Executive Officer)

                 *                   Corporate Vice President and  August 10, 2001
____________________________________  Chief Financial Officer
       Richard B. Waugh, Jr.          (Principal Financial
                                      Officer)

                 *                   Vice President and            August 10, 2001
____________________________________  Controller (Principal
          Sandra J. Wright            Accounting Officer)

                 *                   Director                      August 10, 2001
____________________________________
         John T. Chain, Jr.


                 *                   Director                      August 10, 2001
____________________________________
          Lewis W. Coleman
</TABLE>

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
             Signature                           Title                  Date
             ---------                           -----                  ----

<S>                                  <C>                           <C>
                 *                   Director                      August 10, 2001
____________________________________
             Vic Fazio


                 *                   Director                      August 10, 2001
____________________________________
           Phillip Frost

                 *                   Director                      August 10, 2001
____________________________________
         Charles A. Larson


                 *                   Director                      August 10, 2001
____________________________________
           Robert A. Lutz


                 *                   Director                      August 10, 2001
____________________________________
          Aulana L. Peters


                 *                   Director                      August 10, 2001
____________________________________
       John Brooks Slaughter


                 *                   Director and Corporate Vice   August 10, 2001
____________________________________  President
          Ronald D. Sugar
</TABLE>

    /s/ John H. Mullan
* By: _________________________
        John H. Mullan
       Attorney-in-Fact

                                      S-2
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                               DESCRIPTION
 -------                              -----------

 <C>     <S>
 1-1     Form of Underwriting Agreement relating to common equity securities.
 1-2     Form of Underwriting Agreement relating to preferred equity
         securities.
 1-3     Form of Underwriting Agreement relating to debt securities.
 4-7     Form of Senior Indenture.
 4-8     Form of Subordinated Indenture.
 4-9     Form of Warrant Agreement for Debt Securities.
 4-10    Form of Warrant Agreement for Equity Securities.
 4-11    Form of Certificate for Common Stock.
 4-12    Form of Certificate of Designations of Preferred Stock.
 5-1     Opinion of Sheppard, Mullin, Richter & Hampton LLP.
 12-1    Computation of Ratio of Earnings to Fixed Charges.
 15-1    Letter from independent accountants regarding unaudited interim
         accounting information.
 23-1    Consent of Deloitte & Touche LLP with respect to Northrop Grumman.
 23-2    Consent of Deloitte & Touche LLP with respect to Litton.
 24-1    Power of Attorney.
 25-1    Form T-1 Statement of Eligibility and Qualification of Trustee under
         the Trust Indenture Act of 1939.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>dex11.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT - COMMON EQUITY
<TEXT>
<PAGE>

                                                                     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


                                      -1-
<PAGE>

     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

                                      -2-
<PAGE>

     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

                                      -3-
<PAGE>

     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.

                                      -4-
<PAGE>

          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

                                      -5-
<PAGE>

     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

                                      -6-
<PAGE>

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

                                      -7-
<PAGE>

          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:

                                      -8-
<PAGE>

                    (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

                                      -9-
<PAGE>

          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

                                      -10-
<PAGE>

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,

                                      -11-
<PAGE>

     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

                                      -12-
<PAGE>

          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-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>4
<FILENAME>dex12.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT - PREFERRED EQUITY
<TEXT>
<PAGE>

                                                                     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

                                      -1-
<PAGE>

     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

                                      -2-
<PAGE>

     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

                                      -3-
<PAGE>

     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

                                      -4-
<PAGE>

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

                                      -5-
<PAGE>

     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

                                      -6-
<PAGE>

     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;

                                      -7-
<PAGE>

                    (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.

                                      -8-
<PAGE>

               (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;

                                      -9-
<PAGE>

                    (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);

                                      -10-
<PAGE>

                    (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

                                      -11-
<PAGE>

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

                                      -12-
<PAGE>

     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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.3
<SEQUENCE>5
<FILENAME>dex13.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT - DEBT SECURITIES
<TEXT>
<PAGE>

                                                                     Exhibit 1-3

                         NORTHROP GRUMMAN CORPORATION

                                DEBT SECURITIES

                    [WARRANTS TO PURCHASE DEBT SECURITIES]

                            UNDERWRITING AGREEMENT
                            ----------------------

     1.   Introductory. Northrop Grumman Corporation, a Delaware corporation
          ------------
("Company"), proposes to issue and sell from time to time certain of its
[Warrants ("Warrants") to Purchase debt securities [the "Underlying
Securities")] registered under the registration statement referred to in Section
2(a) ("Registered Securities"). The [Registered][Underlying] Securities will be
issued under an indenture, dated as of __________, ______ ("Indenture"), between
the Company and Chase Manhattan Bank, as Trustee, in one or more series, which
series may vary as to interest rates, maturities, redemption provisions, selling
prices and other terms, with all such terms for any particular series of the
[Registered][Underlying] 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

                                      -1-
<PAGE>

     included in such Registration Statement, as supplemented as contemplated by
     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, the Trust Indenture Act of 1939,
     as amended, (the "Trust Indenture 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, the Trust Indenture 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 (i) 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 and (ii) that part of the Registration
     Statement which shall constitute the Statement of Eligibility and
     Qualification (Form T-1) of the Trustee under the Trust Indenture Act.

               (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

                                      -2-
<PAGE>

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

               (e)  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 Indenture has been duly authorized by the Company, and,
     when duly executed and delivered in accordance with its terms, will be a
     valid and legally binding agreement of the Company, enforceable against the
     Company in accordance with its terms, except as enforceability may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     similar laws relating to or affecting creditors' rights generally, by
     general equitable principles (regardless of whether such enforceability is
     considered in a proceeding in equity or at law) or by any implied covenant
     of good faith and fair dealing, and will conform to the description thereof
     in the Prospectus. The Securities have been duly authorized by the Company
     and, on the Closing Date, will have been duly executed by the Company and
     will conform to the description thereof in the Prospectus. When the
     Securities are issued, authenticated and delivered in accordance with the
     Indenture and paid for in accordance with the terms of this Agreement, the
     Securities will constitute valid and legally binding obligations of the
     Company, enforceable against the Company in accordance with their terms and
     entitled to the benefits of the Indenture. [Upon the exercise of the
     Securities, the payment of the exercise price contained therein, and when
     the Underlying Securities are issued, authenticated and delivered in
     accordance with the Indenture and paid for in accordance with the terms of
     this Agreement, the Underlying Securities will constitute valid and legally
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms and entitled to the benefits of the Indenture.]

                                      -3-
<PAGE>

               (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 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.

     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 principal amount to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters and the terms of
the Securities not already specified in the Indenture, including, but not
limited to, interest, maturity, any redemption provisions, any sinking fund
requirements, any conversion rights or 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 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

                                      -4-
<PAGE>

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
principal amount 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 aggregate principal amount of Securities to be purchased by
each Underwriter will be reduced pro rata in proportion to the principal amount
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 principal amount 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
     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

                                      -5-
<PAGE>

     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 time to time,
     such other information concerning the Company as the Representatives may
     reasonably request.

                                      -6-
<PAGE>

               (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 any memorandum 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 on the later of (x) the termination of the syndicate
     of Underwriters in connection with the offering and sale of the Securities
     or (y) the Closing Date, without the prior consent of the Representatives,
     the Company will not offer, sell, contract to sell or otherwise dispose of
     United States dollar-denominated debt securities issued or guaranteed by
     the Company and having a maturity of more than one year from the date of
     issue.

     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 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;

                                      -7-
<PAGE>

                    (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.

                                      -8-
<PAGE>

               (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;

                                      -9-
<PAGE>

                   (iii)The Indenture has been duly authorized, executed and
          delivered by the Company and has been duly qualified under the Trust
          Indenture Act; the Securities have been duly authorized; the
          Securities other than any Contract Securities have been duly executed,
          authenticated, issued and delivered; the Indenture and the Securities
          other than any Contract Securities constitute, and any Contract
          Securities, when executed, authenticated, issued and delivered in the
          manner provided in the Indenture and sold pursuant to Delayed Delivery
          Contracts, will constitute, valid and legally binding obligations of
          the Company enforceable in accordance with their terms, subject to
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability relating to or
          affecting creditors' rights and to general equity principles
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law) or by any implied covenant of good
          faith and fair dealing; and the Securities other than any Contract
          Securities conform, and any Contract Securities, when so issued and
          delivered and sold, will conform, to the description thereof contained
          in the Prospectus; [Upon the exercise of the Securities, the payment
          of the exercise price contained therein, and when the Underlying
          Securities are issued, authenticated and delivered in accordance with
          the Indenture and paid for in accordance with the terms of this
          Agreement, the Underlying Securities will constitute valid and legally
          binding obligations of the Company, enforceable against the Company in
          accordance with their terms and entitled to the benefits of the
          Indenture.]

                   (iv) 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 the Trust Indenture Act and such as may be required under
          state securities laws;

                   (v)  The execution, delivery and performance of the
          Indenture, 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

                                      -10-
<PAGE>

          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);

                   (vi)  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;

                   (vii) 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, the
          Trust Indenture Act and the Rules and Regulations; and

                   (viii)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

                                      -11-
<PAGE>

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
          Indenture, 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 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);

                    (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

                                      -12-
<PAGE>

     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 their knowledge after reasonable investigation, shall state
     that the representations and warranties of the Company in this 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 incorpo-

                                      -13-
<PAGE>

          rated 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)  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

                                      -14-
<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

                                      -15-
<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 by such
     indemnified party in connection with the defense thereof other

                                      -16-
<PAGE>

     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 untrue
     statement or omission. The amount paid by an indemnified party as a

                                      -17-
<PAGE>

     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
aggregate principal amount of the Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount 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 aggregate principal amount of the Securities with respect to
which such default or defaults occur exceeds 10% of the total principal amount
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

                                      -18-
<PAGE>

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 principal amounts of the Securities set forth opposite their names
in the Terms Agreement as a result of Delayed Delivery Contracts entered into by
the Company.

          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.

     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.

                                      -19-
<PAGE>

                       NORTHROP GRUMMAN CORPORATION

                       By _________________________________
                          Name:
                          Title:

                       [Insert names(s) of Underwriter 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

                                      -21-
<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"),]

                              [$]_________________

- --principal amount--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--__% of the principal amount thereof plus
accrued interest if any, and on the further terms and conditions set forth in
this Delayed Delivery Contract ("Contract").

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

          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:

          DELIVERY DATE                  PRINCIPAL AMOUNT

          _______________________        __________________________
          _______________________        __________________________

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

                                      -22-
<PAGE>

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 fully registered
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.

___________________________

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

          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 each Delivery Date shall be
subject only to the conditions that (1) investment in the Securities shall not
at such Delivery Date be prohibited under the laws of any jurisdiction in the
United States to which the undersigned is subject and (2) the Company shall have
sold to the Underwriters the total principal amount of the Securities less the
principal amount 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 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.

                                      -23-
<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:

                                      -24-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>6
<FILENAME>dex47.txt
<DESCRIPTION>FORM OF SENIOR INDENTURE
<TEXT>
<PAGE>

                                                                     Exhibit 4-7



                         NORTHROP GRUMMAN CORPORATION

                                      TO

                       THE CHASE MANHATTAN BANK, TRUSTEE

                                 _____________

                                   INDENTURE

                     Dated as of _______________________

                                 _____________

                            SENIOR DEBT SECURITIES

                                      -1-
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                                  Page
<S>                                                                                                               <C>
 TABLE OF CONTENTS.............................................................................................      i
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................      1
          -------------------------------------------------------
 Section 101.     Definitions..................................................................................      1
                  -----------
 Section 102.     Compliance Certificates and Opinions.........................................................      8
                  ------------------------------------
 Section 103.     Form of Documents Delivered to Trustee.......................................................      8
                  --------------------------------------
 Section 104.     Acts of Holders; Record Dates................................................................      9
                  -----------------------------
 Section 105.     Notices, Etc., to Trustee and Company........................................................     11
                  -------------------------------------
 Section 106.     Notice to Holders; Waiver....................................................................     11
                  -------------------------
 Section 107.     Conflict with Trust Indenture Act............................................................     12
                  ---------------------------------
 Section 108.     Effect of Headings and Table of Contents.....................................................     12
                  ----------------------------------------
 Section 109.     Successors and Assigns.......................................................................     12
                  ----------------------
 Section 110.     Separability Clause..........................................................................     12
                  -------------------
 Section 111.     Benefits of Indenture........................................................................     12
                  ---------------------
 Section 112.     Governing Law................................................................................     12
                  -------------
 Section 113.     Legal Holidays...............................................................................     12
                  --------------
ARTICLE 2 SECURITY FORMS.......................................................................................     13
          --------------
 Section 201.     Forms Generally..............................................................................     13
                  ---------------
 Section 202.     Form of Face of Security.....................................................................     13
                  ------------------------
 Section 203.     Form of Reverse of Security..................................................................     15
                  ---------------------------
 Section 204.     Form of Legend for Global Securities.........................................................     19
                  ------------------------------------
 Section 205.     Form of Trustee's Certificate of Authentication..............................................     19
                  -----------------------------------------------
ARTICLE 3 THE SECURITIES.......................................................................................     20
          --------------
 Section 301.     Amount Unlimited; Issuable in Series.........................................................     20
                  ------------------------------------
 Section 302.     Denominations................................................................................     22
                  -------------
 Section 303.     Execution, Authentication, Delivery and Dating...............................................     22
                  ----------------------------------------------
 Section 304.     Temporary Securities.........................................................................     24
                  --------------------
 Section 305.     Registration, Registration of Transfer and Exchange..........................................     24
                  ---------------------------------------------------
 Section 306.     Mutilated, Destroyed, Lost or Stolen Securities..............................................     27
                  -----------------------------------------------
 Section 307.     Payment of Interest; Interest Rights Preserved...............................................     27
                  ----------------------------------------------
 Section 308.     Persons Deemed Owners........................................................................     28
                  ---------------------
 Section 309.     Cancellation.................................................................................     29
                  ------------
 Section 310.     Computation of Interest......................................................................     29
                  -----------------------
ARTICLE 4 SATISFACTION AND DISCHARGE...........................................................................     29
          --------------------------
 Section 401.     Satisfaction and Discharge of Indenture......................................................     29
                  ---------------------------------------
 Section 402.     Application of Trust Money...................................................................     30
                  --------------------------
ARTICLE 5 REMEDIES.............................................................................................     30
          --------
 Section 501.     Events of Default............................................................................     30
                  -----------------
 Section 502.     Acceleration of Maturity; Rescission and Annulment...........................................     32
                  --------------------------------------------------
 Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee..............................     33
                  ---------------------------------------------------------------
 Section 504.     Trustee May File Proofs of Claim.............................................................     33
                  --------------------------------
 Section 505.     Trustee May Enforce Claims Without Possession of Securities..................................     34
                  -----------------------------------------------------------
 Section 506.     Application of Money Collected...............................................................     34
                  ------------------------------
 Section 507.     Limitation on Suits..........................................................................     34
                  -------------------
</TABLE>

                                      -i-
<PAGE>

<TABLE>
 <S>                                                                                                               <C>
 Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert......    35
                  ----------------------------------------------------------------------------------------
 Section 509.     Restoration of Rights and Remedies............................................................    35
                  ----------------------------------
 Section 510.     Rights and Remedies Cumulative................................................................    35
                  ------------------------------
 Section 511.     Delay or Omission Not Waiver..................................................................    36
                  ----------------------------
 Section 512.     Control by Holders............................................................................    36
                  ------------------
 Section 513.     Waiver of Past Defaults.......................................................................    36
                  -----------------------
 Section 514.     Undertaking for Costs.........................................................................    37
                  ---------------------
 Section 515.     Waiver of Usury, Stay or Extension Laws.......................................................    37
                  ---------------------------------------
ARTICLE 6 THE TRUSTEE...........................................................................................    37
          -----------
 Section 601.     Certain Duties and Responsibilities...........................................................    37
                  -----------------------------------
 Section 602.     Notice of Defaults............................................................................    38
                  ------------------
 Section 603.     Certain Rights of Trustee.....................................................................    38
                  -------------------------
 Section 604.     Not Responsible for Recitals or Issuance of Securities........................................    40
                  ------------------------------------------------------
 Section 605.     May Hold Securities...........................................................................    40
                  -------------------
 Section 606.     Money Held in Trust...........................................................................    40
                  -------------------
 Section 607.     Compensation and Reimbursement................................................................    40
                  ------------------------------
 Section 608.     Conflicting Interests.........................................................................    41
                  ---------------------
 Section 609.     Corporate Trustee Required; Eligibility.......................................................    41
                  ---------------------------------------
 Section 610.     Resignation and Removal; Appointment of Successor.............................................    41
                  -------------------------------------------------
 Section 611.     Acceptance of Appointment by Successor........................................................    43
                  --------------------------------------
 Section 612.     Merger, Conversion, Consolidation or Succession to Business...................................    44
                  -----------------------------------------------------------
 Section 613.     Preferential Collection of Claims Against Company.............................................    44
                  -------------------------------------------------
 Section 614.     Appointment of Authenticating Agent...........................................................    44
                  -----------------------------------
ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................................................    46
          -------------------------------------------------
 Section 701.     Company to Furnish Trustee Names and Addresses of Holders.....................................    46
                  ---------------------------------------------------------
 Section 702.     Preservation of Information; Communications to Holders........................................    46
                  ------------------------------------------------------
 Section 703.     Reports by Trustee............................................................................    46
                  ------------------
 Section 704.     Reports by Company............................................................................    47
                  ------------------
ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................................    47
          ----------------------------------------------------
 Section 801.     Company May Consolidate, Etc., Only on Certain Terms..........................................    47
                  ----------------------------------------------------
 Section 802.     Successor Substituted.........................................................................    48
                  ---------------------
ARTICLE 9 SUPPLEMENTAL INDENTURES...............................................................................    48
          -----------------------
 Section 901.     Supplemental Indentures Without Consent of Holders............................................    48
                  --------------------------------------------------
 Section 902.     Supplemental Indentures with Consent of Holders...............................................    49
                  -----------------------------------------------
 Section 903.     Execution of Supplemental Indentures..........................................................    50
                  ------------------------------------
 Section 904.     Effect of Supplemental Indentures.............................................................    50
                  ---------------------------------
 Section 905.     Conformity with Trust Indenture Act...........................................................    51
                  -----------------------------------
 Section 906.     Reference in Securities to Supplemental Indentures............................................    51
                  --------------------------------------------------
ARTICLE 10 COVENANTS............................................................................................    51
           ---------
 Section 1001.    Payment of Principal, Premium and Interest....................................................    51
                  ------------------------------------------
 Section 1002.    Maintenance of Office or Agency...............................................................    51
                  -------------------------------
 Section 1003.    Money for Securities Payments to Be Held in Trust.............................................    52
                  -------------------------------------------------
 Section 1004.    Statement by Officers as to Default...........................................................    53
                  -----------------------------------
 Section 1005.    Existence.....................................................................................    53
                  ---------
 Section 1006.    Maintenance of Properties.....................................................................    53
                  -------------------------
 Section 1007.    Payment of Taxes and Other Claims.............................................................    54
                  ---------------------------------
 Section 1008.    Waiver of Certain Covenants...................................................................    54
                  ---------------------------
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
 Section 1009.    Limitation on Liens.............................................................................   54
                  -------------------
 Section 1010.    Limitation on Sale and Lease-Back...............................................................   56
                  ---------------------------------
ARTICLE 11 REDEMPTION OF SECURITIES...............................................................................   56
           ------------------------
 Section 1101.    Applicability of Article........................................................................   56
                  ------------------------
 Section 1102.    Election to Redeem; Notice to Trustee...........................................................   56
                  -------------------------------------
 Section 1103.    Selection by Trustee of Securities to Be Redeemed...............................................   57
                  -------------------------------------------------
 Section 1104.    Notice of Redemption............................................................................   57
                  --------------------
 Section 1105.    Deposit of Redemption Price.....................................................................   58
                  ---------------------------
 Section 1106.    Securities Payable on Redemption Date...........................................................   58
                  -------------------------------------
 Section 1107.    Securities Redeemed in Part.....................................................................   59
                  ---------------------------
ARTICLE 12 SINKING FUNDS..........................................................................................   59
           -------------
 Section 1201.    Applicability of Article........................................................................   59
                  ------------------------
 Section 1202.    Satisfaction of Sinking Fund Payments with Securities...........................................   59
                  -----------------------------------------------------
 Section 1203.    Redemption of Securities for Sinking Fund.......................................................   60
                  -----------------------------------------
ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE.....................................................................   60
           ----------------------------------
 Section 1301.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..........   60
                  ----------------------------------------------------------------------------------------------
 Section 1302.    Defeasance and Discharge........................................................................   60
                  ------------------------
 Section 1303.    Covenant Defeasance.............................................................................   61
                  -------------------
 Section 1304.    Conditions to Defeasance or Covenant Defeasance.................................................   61
                  -----------------------------------------------
 Section 1305.    Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions...   64
                  ----------------------------------------------------------------------------------------------
 Section 1306.    Reinstatement...................................................................................   64
                  -------------
</TABLE>

NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                     -iii-
<PAGE>

          INDENTURE dated as of ____________________, _____ between NORTHROP
GRUMMAN CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 1840 Century Park East, Los Angeles, California, and THE CHASE MANHATTAN
BANK, a corporation duly organized and existing under the laws of the State of
New York, as Trustee (herein called the "Trustee"), having its Corporate Trust
Office at 450 West 33rd Street, 15th Floor, New York, NY  10001.

                            RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as this Indenture provides.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the promises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE 1

                       DEFINITIONS AND OTHER PROVISIONS
                       --------------------------------
                            OF GENERAL APPLICATION
                            ----------------------

Section 101.  Definitions.
              -----------

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1)  the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date hereof;

                                      -1-
<PAGE>

          (4)  unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

          (5)  the words "herein," "hereof," and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

          "Act," when used with respect to any Holder, has the meaning specified
     in Section 104.

          "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person.  For the purposes of this definition,
     "control" when used with respect to any specified Person means the power to
     direct the management and policies of such Person, directly or indirectly,
     whether through the ownership of voting securities, by contract or
     otherwise; and the terms "controlling" and "controlled" have meanings
     correlative to the foregoing.

          "Attributable Debt" has the meaning specified in Section 1010.

          "Authenticating Agent" means any Person authorized by the Trustee
     pursuant to Section 614 to act on behalf of the Trustee to authenticate
     Securities of one or more series.

          "Board of Directors" means either the board of directors of the
     Company or any duly authorized committee of that board.

          "Board Resolution" means (i) a copy of a resolution certified by the
     Secretary or an Assistant Secretary of the Company to have been duly
     adopted by the Board of Directors and to be in full force and effect on the
     date of such certification, or (ii) a certificate signed by the authorized
     officer or officers of the Company to whom the Board of Directors of the
     Company has delegated its authority, and in each case, delivered to the
     Trustee.

          "Business Day," when used with respect to any Place of Payment, means
     each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
     which banking institutions in that Place of Payment are authorized or
     obligated by law or executive order to close.

          "Commission" means the Securities and Exchange Commission, from time
     to time constituted, created under the Exchange Act, or, if at any time
     after the execution of this instrument such Commission is not existing and
     performing the duties now assigned to it under the Trust Indenture Act,
     then the body performing such duties at such time.

          "Company" means the Person named as the "Company" in the first
     paragraph of this instrument until a successor Person shall have become
     such pursuant to the

                                      -2-
<PAGE>

     applicable provisions of this Indenture, and thereafter "Company" shall
     mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
     signed in the name of the Company by its Chairman of the Board, its Vice
     Chairman of the Board, its President or a Vice President, and by its
     Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
     and delivered to the Trustee.

          "Consolidated Net Tangible Assets" means, as of any particular time,
     the aggregate amount of assets (less applicable reserves and properly
     deductible items) after deducting therefrom (a) all current liabilities
     except for (i) notes and loans payable, (ii) current maturities of long-
     term debt, (iii) current maturities of obligations under capital leases,
     and (iv) deferred income taxes and (b) all goodwill, tradenames,
     trademarks, patents, unamortized debt discount and expenses (to the extent
     included in said aggregate amount of assets) and other like intangibles,
     all as set forth on the most recent quarterly or annual consolidated
     balance sheet of the Company and its consolidated Subsidiaries and computed
     in accordance with generally accepted accounting principles.

          "Corporate Trust Office" means the principal office of the Trustee or
     agent of the Trustee, in either case, in the City of New York, at which at
     any particular time the corporate trust business of the Trustee shall be
     administered.

          "corporation" means a corporation, association, company, joint-stock
     company or business trust.

          "Covenant Defeasance" has the meaning specified in Section 1303.

          "Debt," for purposes of Sections 1009 and 1010, shall have the meaning
     ascribed that term in Section 1009.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Defeasance" has the meaning specified in Section 1302.

          "Depositary" means, with respect to Securities of any series issuable
     in whole or in part in the form of one or more Global Securities, a
     clearing agency registered under the Exchange Act that is designated to act
     as Depositary for such Securities as contemplated by Section 301.

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934 and any
     statute successor thereto, in each case as amended from time to time.

          "Expiration Date" has the meaning specified in Section 104.

          "Foreign Government Obligation" has the meaning specified in Section
     1304.

                                      -3-
<PAGE>

          "Global Security" means a Security that evidences all or part of the
     Securities of any series and bears the legend set forth in Section 204 (or
     such legend as may be specified as contemplated by Section 301 for such
     Securities).

          "Holder" means a Person in whose name a Security is registered in the
     Security Register.

          "Indenture" means this instrument as originally executed and as it may
     from time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof, including, for all purposes of this instrument and any such
     supplemental indenture, the provisions of the Trust Indenture Act that are
     deemed to be a part of and govern this instrument and any such supplemental
     indenture, respectively.  The term "Indenture" shall also include the terms
     of particular series of Securities established as contemplated by Section
     301.

          "interest," when used with respect to an Original Issue Discount
     Security which by its terms bears interest only after Maturity, means
     interest payable after Maturity.

          "Interest Payment Date," when used with respect to any Security, means
     the Stated Maturity of an installment of interest on such Security.

          "Investment Company Act" means the Investment Company Act of 1940 and
     any statute successor thereto, in each case as amended from time to time.

          "Maturity," when used with respect to any Security, means the date on
     which the principal of such Security or an installment of principal becomes
     due and payable as therein or herein provided, whether at the Stated
     Maturity or by declaration of acceleration, call for redemption or
     otherwise.

          "Mortgage" has the meaning ascribed that term in Section 1009.

          "Notice of Default" means a written notice of the kind specified in
     Section 501(4).

          "Officers' Certificate" means a certificate signed by the Chairman of
     the Board, a Vice Chairman of the Board, the President or a Vice President,
     and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
     Secretary, of the Company, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be
     counsel for the Company, and who shall be acceptable to the Trustee.

                                      -4-
<PAGE>

          "Original Issue Discount Security" means any Security which provides
     for an amount less than the principal amount thereof to be due and payable
     upon a declaration of acceleration of the Maturity thereof pursuant to
     Section 502.

          "Outstanding," when used with respect to Securities, means, as of the
     date of determination, all Securities theretofore authenticated and
     delivered under this Indenture, except:

          (1)  Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (2)  Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

          (3)  Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

          (4)  Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

     provided, however, that in determining whether the Holders of the requisite
     principal amount of the Outstanding Securities have given, made or taken
     any request, demand, authorization, direction, notice, consent, waiver or
     other action hereunder as of any date, (A) the principal amount of an
     Original Issue Discount Security which shall be deemed to be Outstanding
     shall be the amount of the principal thereof which would be due and payable
     as of such date upon acceleration of the Maturity thereof to such date
     pursuant to Section 502, (B) if, as of such date, the principal amount
     payable at the Stated Maturity of a Security is not determinable, the
     principal amount of such Security which shall be deemed to be Outstanding
     shall be the amount as specified or determined as contemplated by Section
     301, (C) the principal amount of a Security denominated in one or more
     foreign currencies or currency units which shall be deemed to be
     Outstanding shall be the U.S. dollar equivalent, determined as of such date
     in the manner provided as contemplated by Section 301, of the principal
     amount of such Security (or, in the case of a Security described in Clause
     (A) or (B) above, of the amount determined as provided in such Clause), and
     (D) Securities owned by the Company or any other obligor upon the
     Securities of any Affiliate of the Company or of such other obligor shall
     be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Trustee shall be protected in relying upon any such

                                      -5-
<PAGE>

     request, demand, authorization, direction, notice, consent, waiver or other
     action, only Securities which a responsible officer of the Trustee actually
     knows to be so owned shall be so disregarded.  Securities so owned which
     have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Trustee the pledgee's right
     so to act with respect to such Securities and that the pledgee is not the
     Company or any other obligor upon the Securities or any Affiliate of the
     Company or of such other obligor.

          "Paying Agent" means any Person authorized by the Company to pay the
     principal of or any premium or interest on any Securities on behalf of the
     Company.

          "Person" means any individual, corporation, partnership, joint
     venture, trust, unincorporated organization or government or any agency or
     political subdivision thereof.

          "Place of Payment," when used with respect to the Securities of any
     series, means the place or places where the principal of any premium and
     interest on the Securities of that series are payable as specified as
     contemplated by Section 301.

          "Predecessor Security" of any particular Security means every previous
     Security evidencing all or a portion of the same debt as that evidenced by
     such particular Security; and, for the purposes of this definition, any
     Security authenticated and delivered under Section 306 in exchange for or
     in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
     to evidence the same debt as the mutilated, destroyed, lost or stolen
     Security.

          "Principal Property" means any manufacturing plant or manufacturing
     facility which is (i) owned by the Company or any Restricted Subsidiary and
     (ii) located within the continental United States of America, except any
     such plant which, in the opinion of the Board of Directors, is not of
     material importance to the total business conducted by the Company and the
     Restricted Subsidiaries taken as a whole.

          "Redemption Date," when used with respect to any Security to be
     redeemed, means the date fixed for such redemption by or pursuant to this
     Indenture.

          "Redemption Price," when used with respect to any Security to be
     redeemed, means the price at which it is to be redeemed pursuant to this
     Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
     Date on the Securities of any series means the date specified for that
     purpose as contemplated by Section 301.

          "Responsible Officer," when used with respect to the Trustee, means
     any officer within the Corporate Trust Office of the Trustee including any
     vice president, the secretary, any assistant secretary, the treasurer, any
     assistant treasurer, the cashier, any assistant cashier, any trust officer
     or assistant trust officer or any other officer of the Trustee customarily
     performing functions similar to those performed by any of the above
     designated officers and also means, with respect to a particular corporate
     trust

                                      -6-
<PAGE>

     matter, any other officer to whom such matter is referred because of
     his knowledge of and familiarity with the particular subject.

          "Restricted Subsidiary" means any Subsidiary of the Company except any
     Subsidiary substantially all of the assets of which are located, or
     substantially all of the business of which is carried on, outside of the
     United States of America, or any Subsidiary substantially all of the assets
     of which consist of stock or other securities of such a Subsidiary.

          "Securities" has the meaning stated in the first recital of this
     Indenture and more particularly means any Securities authenticated and
     delivered under this Indenture.

          "Securities Act" means the Securities Act of 1933 and any statute
     successor thereto, in each case as amended from time to time.

          "Security Register" and "Security Registrar" have the respective
     meanings specified in Section 305.

          "Special Record Date" for the payment of any Defaulted Interest means
     a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity," when used with respect to any Security or any
     installment of principal thereof or interest thereon, means the date
     specified in such Security as the fixed date on which the principal of such
     Security or such installment of principal or interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
     voting stock of which is owned, directly or indirectly, by the Company or
     by one or more other Subsidiaries, or by the Company and one or more other
     Subsidiaries.  For the purposes of this definition, "voting stock" means
     stock which ordinarily has voting power for the election of directors,
     whether at all times or only so long as no senior class of stock has such
     voting power by reason of any contingency.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
     force at the date as of which this instrument was executed; provided,
     however, that in the event the Trust Indenture Act of 1939 is amended after
     such date, "Trust Indenture Act" means, to the extent required by any such
     amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee" means the Person named as the "Trustee" in the first
     paragraph of this instrument until a successor Trustee shall have become
     such pursuant to the applicable provisions of this Indenture, and
     thereafter "Trustee" shall mean or include each Person who is then a
     Trustee hereunder, and if at any time there is more than one such Person,
     "Trustee" as used with respect to the Securities of any series shall mean
     the Trustee with respect to Securities of that series.

          "U.S. Government Obligation" has the meaning specified in Section
     1304.

                                      -7-
<PAGE>

          "Vice President," when used with respect to the Company or the
     Trustee, means any vice president, whether or not designated by a number or
     a word or words added before or after the title "Vice President."

Section 102.  Compliance Certificates and Opinions.
              ------------------------------------

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act.  Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (1)  a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3)  a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4)  a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

Section 103.  Form of Documents Delivered to Trustee.
              --------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an opinion of counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based are erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel


                                      -8-
<PAGE>

knows, or in the exercise of reasonable care should know, that the certificate
or representations with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.  Acts of Holders; Record Dates.
              -----------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          The ownership of Securities shall be proved by the Security Register.

          Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

          The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction

                                      -9-
<PAGE>

referred to in the next paragraph. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

          With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any date as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which sets such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change

                                     -10-
<PAGE>

the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.

          Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 105.  Notices, Etc., to Trustee and Company.
              -------------------------------------

              Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

              (1) the Trustee by any Holder or by the Company shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Trustee at 450 West 33rd Street, 15th Floor, New
     York, NY 10001, Attn: Institutional Trust Services,

              (2) the Company by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to the
     Company addressed to it at the address of its principal office specified in
     the first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company.

Section 106.  Notice to Holders; Waiver.
              -------------------------

              Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

              In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

                                     -11-
<PAGE>

Section 107.  Conflict with Trust Indenture Act.
              ---------------------------------

              If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108.  Effect of Headings and Table of Contents.
              ----------------------------------------

              The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

Section 109.  Successors and Assigns.
              ----------------------

              All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110.  Separability Clause.
              -------------------

              In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

Section 111.  Benefits of Indenture.
              ---------------------

              Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 112.  Governing Law.
              -------------

              This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.

Section 113.  Legal Holidays.
              --------------

              In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security that specifically states that
such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided, that no interest shall
accrue with

                                     -12-
<PAGE>

respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be .

                                   ARTICLE 2
                                 SECURITY FORMS
                                 --------------

Section 201.  Forms Generally.
              ---------------

              The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

              The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202.  Form of Face of Security.
              ------------------------

              [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                         NORTHROP GRUMMAN CORPORATION

_______________________________________________________________

No. ____________                                   $_____________

                                            CUSIP  ______________

              Northrop Grumman Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of ______________________ [Dollars] [if other than
Dollars, substitute other currency or currency units] on
____________________________________________ [If the Security is to bear
interest prior to Maturity, Interest __, and to pay interest thereon from
_________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, [semi-annually on ________
______________________ and

                                     -13-
<PAGE>

_____________________ in each year] [if other than semi-annual interest at a
fixed rate, insert frequency of payments and payment dates], commencing
___________________ at [If the Security is to bear interest at a fixed rate,
insert -- the rate of ____% per annum] [if the Security is to bear interest at a
rate determined with reference to one or more formula, refer to description of
index below], until the principal hereof is paid or made available for payment
[If applicable, insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.]
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _________________ or ___________________ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the Payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

          [If the Securities are securities with respect to which the principal
of or any premium or interest may be determined with reference to one or more
indices or formulas, insert the text of such indices or formulas]

          [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment.  Interest on any overdue
principal or premium shall be payable on demand.  [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of _______________% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment.  Interest on any
overdue interest shall be payable on demand.]]

          Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ________________ in such
coin or currency [of the United States of America] [if the Security is
denominated in a currency other than U.S. dollars, specify other currency or
currency unit in which payment of the principal of any premium or interest may
be made] as at the time of payment is legal tender for payment of public and

                                     -14-
<PAGE>

private debts [if applicable, insert --; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the person entitled
thereto as specified in the Security Register.]

              Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

              Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

              IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:  ________________

                                                 NORTHROP GRUMMAN CORPORATION


                                                 By _________________________
Attest:

----------------------------


Section 203.  Form of Reverse of Security.
              ---------------------------

              This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of ________________, ____ (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the securities are, and are to be authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- limited in aggregate principal amount to $________________]. [The
Securities are [unsecured general obligations of the Company.]]

              [If applicable, insert -- the securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [If
applicable, insert --(1) on _______________ in any year commencing with the year
_____________ and ending with the year ______________ through operation of the
sinking fund for this series at a Redemption Price

                                     -15-
<PAGE>

equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert -- on or after ______________, ____], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed [if applicable, insert -- on
or before __________________, _____% and if redeemed] during the 12-month period
beginning ________________ of the years indicated,

                     Redemption                               Redemption
Year                   Price               Year                 Price
----                 ----------            ----               ----------





and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______________ in
any year commencing with the year ______ and ending with the year ______ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ________________, as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:  If redeemed during the 12-month
period beginning _____________________ of the years indicated,

                                      Redemption Price     Redemption Price For
                                       For Redemption      Redemption Otherwise
                                     Through Operation    Than Through Operation
                                           of the           of the Sinking Fund
Year                                    Sinking Fund        -------------------
----                                  ----------------




and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                                     -16-
<PAGE>

          [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ________________ redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _________% per annum.]

          [If applicable, insert -- The sinking fund for this series provides
for the redemption on __________________ in each year beginning with the year
___________ and ending with the year ________ of [if applicable, insert -- not
less than $_______________ ("mandatory sinking fund") and not more than]
$_______________ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert -- mandatory] sinking fund payments may be
credited against subsequent [if applicable, insert -- mandatory] [sinking fund
payments otherwise required to be made [if applicable, insert --, in the inverse
order in which they become due].]

          [If the Security is subject to redemption of any kind, insert -- In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.] -
-

          [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

          [If the Security is convertible into securities of the Company,
specify the conversion features.]

          [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.  Such amount shall be equal to -- [insert formula for determining the
amount.]  Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the

                                     -17-
<PAGE>

rights of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like

                                     -18-
<PAGE>

tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

              No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

              Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

              All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204.  Form of Legend for Global Securities.
              ------------------------------------

              Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 205.  Form of Trustee's Certificate of Authentication.
              -----------------------------------------------

              The Trustee's certificates of authentication shall be in
substantially the following form:

              This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.



                                    THE CHASE MANHATTAN BANK, As Trustee

                                    --------------------------------------------
                                    Authorized Officer

                                     -19-
<PAGE>

                                   ARTICLE 3
                                THE SECURITIES
                                --------------

Section 301.  Amount Unlimited; Issuable in Series.
              ------------------------------------

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

              The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

          (1)  the title of the Securities of the series (which shall
     distinguish the Securities of the series from Securities of any other
     series);

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3)  the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4)  the date or dates on which the principal of any Securities of the
     series is payable;

          (5)  the rate or rates at which any Securities of the series shall
     bear interest, if any, the date or dates from which any such interest shall
     accrue, the Interest Payment Dates on which any such interest shall be
     payable and the Regular Record Date for any such interest payable on any
     Interest Payment Date;

          (6)  the place or places where the principal of and any premium and
     interest on any Securities of the series shall be payable;

          (7)  the period or periods within which, the price or prices at which
     and the terms and conditions upon which any Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8)  the obligation, if any, of the Company to redeem or purchase any
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of the Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which any Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

                                     -20-
<PAGE>

          (9)  any provision for the conversion or exchange of Securities of the
     series, either at the option of the Holder thereof or the Company, into or
     for another security or securities of the Company, the security or
     securities into or for which, the period or periods within which, the price
     or prices, including any adjustments thereto, at which and the other terms
     and conditions upon which any Securities of the series shall be converted
     or exchanged, in whole or in part, pursuant to such obligation;

          (10) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which any Securities of the series shall be
     issuable;

          (11) if the amount of principal of or any premium or interest on any
     Securities of the series may be determined with reference to one or more
     indices or pursuant to a formula, the manner in which such amounts shall be
     determined;

          (12) if other than the currency of the United States of America, the
     currency, currencies or currency units in which the principal of or any
     premium or interest on any Securities of the series shall be payable and
     the manner of determining the equivalent thereof in the currency of the
     United States of America for any purpose, including for purposes of the
     definition of "Outstanding" in Section 101;

          (13) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such Securities are stated to be payable, the currency,
     currencies or currency units in which the principal of or any premium or
     interest on such Securities as to which such election is made shall be
     payable, the periods within which and the terms and conditions upon which
     such election is to be made and the amount so payable (or the manner in
     which such amount shall be determined);

          (14) if other than the entire principal amount thereof, the portion of
     the principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (15) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity (or, in any such case, the manner in which such amount deemed to
     be the principal amount shall be determined);

          (16) whether either or both of Section 1302 and Section 1303 shall not
     apply to the Securities of the series;

          (17) if and as applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the respective Depositaries for such Global Securities,
     the form of any legend or legends

                                     -21-
<PAGE>

     which shall be borne by any such Global Security in addition to or in lieu
     of that set forth in Section 204 and any circumstances in addition to or in
     lieu of those set forth in Clause (2) of the last paragraph of Section 305
     in which any such Global Security may be exchanged in whole or in part for
     Securities registered, and any transfer of such Global Security in whole or
     in part may be registered, in the name or names of Persons other than the
     Depositary for such Global Security or a nominee thereof;

               (18) any addition to or change in the Events of Default which
     applies to any Securities of the series and any change in the right of the
     Trustee or the requisite Holders of such Securities to declare the
     principal amount thereof due and payable pursuant to Section 502;

              (19) any addition to or change in the covenants set forth in
     Article Ten which applies to Securities of the series;

              (20) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

              All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.  All Securities
of any one series need not be issued at one time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

              Unless otherwise provided with respect to the Securities of any
series, at the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

              If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

Section 302.  Denominations.
              -------------

          The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.
              ----------------------------------------------

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under

                                     -22-
<PAGE>

its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.  If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (1) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 201, that such form has been
     established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity principles
     [and, if applicable, to provisions of law which may require that a judgment
     for money damages rendered by a court in the United States be expressed in
     United States dollars].

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or

                                     -23-
<PAGE>

prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304.  Temporary Securities.
              --------------------

              Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

              If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.  Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 305.  Registration, Registration of Transfer and Exchange.
              ---------------------------------------------------

              The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The

                                     -24-
<PAGE>

Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency.  Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

          If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

          The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply
only to Global Securities:

          (1) Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary designated for such Global
     Security or a nominee thereof and delivered to such Depositary or a nominee
     thereof or custodian

                                     -25-
<PAGE>

     therefor, and each such Global Security shall constitute a single Security
     for all purposes of this Indenture.

          (2) Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (A) such Depositary (i) has notified
     the Company that it is unwilling or unable to continue as Depositary for
     such Global Security or (ii) has ceased to be a clearing agency registered
     under the Exchange Act, (B) there shall have occurred and be continuing an
     Event of Default with respect to such Global Security or (C) there shall
     exist such circumstances, if any, in addition to or in lieu of the
     foregoing as have been specified for this purpose as contemplated by
     Section 301.

          (3) Subject to the provisions of Clause (2) above, the rights of
     holders of such Global Securities shall be exercised only through the
     Depositary and shall be limited to those established by law and agreements
     between such holders and the Depositary and or the Depositary participants.
     The initial Depositary will make book-entry transfers among the Depositary
     participants and receive and transmit distributions of principal and
     interest on the Global Securities to such Depositary participants.

          The Depositary may be treated by the Company and the Trustee, and any
     of their respective agents, employees, officers and directors, as the
     absolute owner of the Global Securities for all purposes whatsoever.
     Notwithstanding the foregoing, nothing in this Indenture shall prevent the
     Company and the Trustee, or any of their respective agents, from giving
     effect to any written certification, proxy or other authorization furnished
     by the Depositary, or shall impair the operation of customary practices
     governing the exercise of the rights of a holder of any Global Security.
     Subject to the foregoing provisions of this Section, any holder may grant
     proxies and otherwise authorize any person to take any action which a
     holder is entitled to take under this Indenture or the Global Securities.

          (4) Subject to Clause (2) above, any exchange of a Global Security for
     other Securities may be made in whole or in part, and all Securities issued
     in exchange for a Global Security or any portion thereof shall be
     registered in such names as the Depositary for such Global Security shall
     direct.

          (5) Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
     1107 or otherwise, shall be authenticated and delivered in the form of, and
     shall be, a Global Security, unless such Security is registered in the name
     of a Person other than the Depositary for such Global Security or a nominee
     thereof.

                                     -26-
<PAGE>

Section 306.  Mutilated, Destroyed, Lost or Stolen Securities.
              -----------------------------------------------

              If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

              If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

              In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

              Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

              Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

              The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307.  Payment of Interest; Interest Rights Preserved.
              ----------------------------------------------

              Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

              Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                                     -27-
<PAGE>

              (1) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose name the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Security of such series and the date of the proposed
     payment, and at the same time the Company shall deposit with the Trustee an
     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this Clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of any notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder of Securities of such series, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so mailed, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

              (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

              Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 308.  Persons Deemed Owners.
              ---------------------

              Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                                     -28-
<PAGE>

Section 309.  Cancellation.
              ------------

              All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

Section 310.  Computation of Interest.
              -----------------------

              Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE 4

                          SATISFACTION AND DISCHARGE
                          --------------------------

Section 401.  Satisfaction and Discharge of Indenture.
              ---------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

              (1)   either

                    (a)  all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 306 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 1003) have
     been delivered to the Trustee for cancellation; or

                    (b)  all such Securities not theretofore delivered to the
     Trustee for cancellation

                         (i)  have become due and payable, or

                         (ii) will become due and payable at their Stated
          Maturity within one year, or

                                     -29-
<PAGE>

                    (iii)  are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

and the Company, in the case of (i) (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose money
(either in United States dollars or such other currency or currency units in
which the securities of any series may be payable) in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

               (2) the Company has paid or caused to be paid all other sums
          payable hereunder by the Company; and

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent herein provided for relating to the satisfaction
          and discharge of this Indenture have been complied with.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.   Application of Trust Money.
               --------------------------

               Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                   ARTICLE 5
                                   REMEDIES
                                   --------

Section 501.   Events of Default.
               -----------------

               "Event of Default", wherever used herein with respect to
Securities of any series, means any of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                                     -30-
<PAGE>

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

          (2) default in the payment of the principal of or any premium on any
     Security of that series when due, whether at its Maturity, upon
     acceleration or otherwise; or

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of any covenant, agreement
     or warranty of the Company for the benefit of the Holders of the Security
     in this Indenture (other than a covenant, agreement or warranty a default
     in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     10% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of

                                     -31-
<PAGE>

     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due, or the taking of corporate action by
     the Company in furtherance of any such action; or

              (7)   any other Event of Default provided with respect to
     Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.
              --------------------------------------------------

              If an Event of Default (other than an Event of Default specified
in Section 501(5) or 501(6)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5)
or 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

              At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

              (1)   the Company has paid or deposited with the Trustee a sum
     sufficient to pay;

                    (A) all overdue interest on all Securities of that series,

                    (B) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,

                    (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

                    (D) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

                                     -32-
<PAGE>

              (2) all Events of Default with respect to Securities of that
     series, other than the non-payment of the principal of Securities of that
     series which have become due solely by such declaration of acceleration,
     have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.
              ---------------------------------------------------------------

              The Company covenants that if:

              (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days; or

              (2) default is made in the payment of the principal of (or
     premium, if any, on) any Security whether at the Maturity or upon
     acceleration or otherwise thereof;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

              If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.  Trustee May File Proofs of Claim.
              --------------------------------

              In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

                                     -33-
<PAGE>

              No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.
              -----------------------------------------------------------

              All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.  Application of Money Collected.
              ------------------------------

              Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

              FIRST: To the payment of all amounts due the Trustee under Section
     607; and

              SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the amounts due
     and payable on such Securities for principal and any premium and interest,
     respectively.

              THIRD: To the Company or any other Person or Persons entitled
     thereto.

Section 507.  Limitation on Suits.
              -------------------

              No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

              (1) such Holder has previously given written notice to the Trustee
     of a continuing Event of Default with respect to the Securities of that
     series;

              (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to

                                     -34-
<PAGE>

     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

              (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

              (4) the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such proceeding;
     and

              (5) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
              ----------------------------------------------------------------
Interest and to Convert.
-----------------------

              Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to convert
such Security in accordance with the provisions in the form of Security of any
particular series pursuant to Section 301(9) and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.
              ----------------------------------

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative.
              ------------------------------

              Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be

                                     -35-
<PAGE>

exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.
              ----------------------------

              No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 512.  Control by Holders.
              ------------------

              The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

              (1)   such direction shall not be in conflict with any rule of law
     or with this Indenture; and

              (2)   the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.

Section 513.  Waiver of Past Defaults.
              -----------------------

              The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

              (1)   in the payment of the principal of or any premium or
     interest on any Security of such series, or

              (2)   in respect of a covenant or provision hereof which under
     Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

              Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                     -36-
<PAGE>

Section 514.  Undertaking for Costs.
              ---------------------

              In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515.  Waiver of Usury, Stay or Extension Laws.
              ---------------------------------------

              The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                   ARTICLE 6
                                  THE TRUSTEE
                                  -----------

Section 601.  Certain Duties and Responsibilities.
              -----------------------------------

              The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default to the actual knowledge of
a Responsible Officer of the Trustee has occurred, has not been waived and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

              No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent actions, its own negligent failure
to act or its own willful misconduct, except that:

                    (a)  prior to the occurrence of an Event of Default and
     after the curing or waiving of all such Events of Default which may have
     occurred;

                         (i)  the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture, and the
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Indenture, and
          no implied covenants or obligations shall be read into this Indenture
          against the Trustee; and


                                     -37-
<PAGE>

                         (ii) in the absence of bad faith on the part of the
               Trustee, the Trustee may conclusively rely, as to the truth of
               the statements and the correctness of the opinions expressed
               therein, upon any statements, certificates or opinions furnished
               to the Trustee and conforming to the requirements of this
               Indenture; but in the case of any such statements, certificates
               or opinions which by any provision hereof are specifically
               required to be furnished to the Trustee, the Trustee shall be
               under a duty to examine the same to determine whether or not they
               conform to the requirements of this Indenture;

                    (b)  the Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

                    (c)  the Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority in principal
     amount of the Securities at the time outstanding relating to the time,
     method and place of conducting a proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the Trustee, under
     this Indenture.

               None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

               This Section is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act.

Section 602.   Notice of Defaults.
               ------------------

               If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 603.   Certain Rights of Trustee.
               -------------------------

               Subject to the provisions of Section 601:

               (1)  the Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed or presented by the proper party or parties;


                                     -38-
<PAGE>

          (2)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order, and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

          (3)  whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate;

          (4)  the Trustee may consult with counsel and the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

          (5)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

          (6)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the sole cost and expense of
     the Company;

          (7)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of, or for the supervision of, any agent or attorney
     appointed with due care by it hereunder;

          (8)  in the event the Trustee is also acting as Paying Agent,
     Authenticating Agent or Security Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Indenture shall also
     be afforded to such Paying Agent, Authenticating Agent or Registrar;

          (9)  the Trustee shall not be charged with knowledge of an Event of
     Default unless a Responsible Officer of the Trustee obtains actual
     knowledge of such event or the Trustee receives written notice of such
     event from the Company or form Holders of Securities of any series so
     affected evidencing no less than 51 % of the aggregate outstanding
     principal amount of Securities of such series; and

          (10) when the Trustee incurs expenses or renders services in
     connection with an Event of Default specified in Section 501(5) or Section
     501(6), such expenses


                                     -39-
<PAGE>

     (including the fees and expenses of its counsel) and the compensation for
     such services are intended to constitute expenses of administration under
     any bankruptcy or insolvency law.

Section 604.  Not Responsible for Recitals or Issuance of Securities.
              ------------------------------------------------------

              The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities.
              -------------------

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

Section 606.  Money Held in Trust.
              -------------------

              Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

Section 607.  Compensation and Reimbursement.
              ------------------------------

              The Company agrees:

              (1)   to pay to the Trustee from time to time reasonable
     compensation for all services rendered by it hereunder (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

               (2)  except as otherwise expressly provided herein, to reimburse
     the Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

               (3)  to indemnify the Trustee and its officers, directors,
     agents, and employees for, and to hold it and its officers, directors,
     agents, and employees harmless against, any loss, liability or expense
     incurred without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself



                                     -40-
<PAGE>

     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

               As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.

Section 608.   Conflicting Interests.
               ---------------------

               If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

Section 609.   Corporate Trustee Required; Eligibility.
               ---------------------------------------

               There shall at all times be a Trustee hereunder, which may be
Trustee hereunder for Securities of one or more other series. Each Trustee shall
be a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in the City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 610.  Resignation and Removal; Appointment of Successor.
              -------------------------------------------------

              No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

              The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

              The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.


                                     -41-
<PAGE>

          If at any time:

          (1)  the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months,

          (2)  the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (3)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

          The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106.  Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its corporate trust office.



                                     -42-
<PAGE>

Section 611.  Acceptance of Appointment by Successor.
              --------------------------------------

              In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

              In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

              Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.


                                     -43-
<PAGE>

              No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. No trustee hereunder shall be liable for the acts or
omissions of any successor Trustee.

Section 612.  Merger, Conversion, Consolidation or Succession to Business.
              -----------------------------------------------------------

              Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613.  Preferential Collection of Claims Against Company.
              -------------------------------------------------

              If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 614.  Appointment of Authenticating Agent.
              -----------------------------------

              The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this


                                     -44-
<PAGE>

Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

          The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, in accordance with
the provisions of Section 607.

          If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK (NATIONAL
                                          ASSOCIATION), as Trustee

                                          By: _______________________________
                                              As Authenticating Agent

                                          By: _______________________________
                                              Authorized Officer


                                     -45-
<PAGE>

                                   ARTICLE 7
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
               -------------------------------------------------

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.
              ---------------------------------------------------------

              The Company will furnish or cause to be furnished to the Trustee,

              (1)  semi-annually, not later than April 15 and October 15 in each
     year, a list in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders of Securities of each series as of the
     preceding April 1 or October 1 as the case may be; and

              (2)  at such other times as the Trustee may request in writing,
     within 30 days after the receipt by the Company of any such request, a list
     of similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.  Preservation of Information; Communications to Holders.
              ------------------------------------------------------

              The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

              The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

              Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  Reports by Trustee.
              ------------------

              The Trustee shall transmit to Holder such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

              Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than October 15 in each
calendar year, commencing in ______.

              A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with

                                     -46-
<PAGE>

the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.

Section 704.  Reports by Company.
              ------------------

              The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                   ARTICLE 8
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
             ----------------------------------------------------

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.
              ----------------------------------------------------

              The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

              (1)   in case the Company shall consolidate with or merge into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     partnership or trust, shall be organized and validly existing under the
     laws of the United States of America, any State thereof or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
     the due and punctual payment of the principal of and any premium and
     interest on all the Securities and the performance or observance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed;

              (2)   immediately after giving effect to such transaction and
     treating any indebtedness which becomes an obligation of the Company or any
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary at the time of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

              (3)   the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture comply with this Article and that all

                                     -47-
<PAGE>

     conditions precedent herein provided for relating to such transaction have
     been complied with.

Section 802.  Successor Substituted.
              ---------------------

              Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES
                            -----------------------

Section 901.  Supplemental Indentures Without Consent of Holders.
              --------------------------------------------------

     Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

              (1)   to evidence the succession of another Person to the Company
     and the assumption by any such successor of the covenants of the Company
     herein and in the Securities;

              (2)   to add to the covenants of the Company for the benefit of
     the Holders of all or any series of Securities (and if such covenants are
     to be for the benefit of less than all series of Securities, stating that
     such covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company;

              (3)   to add any additional Events of Default for the benefit of
     the Holders of all or any series of Securities (and if such additional
     Events of Default are to be for the benefit of less than all series of
     Securities, stating that such additional Events of Default are expressly
     being included solely for the benefit of such series);

              (4)   to add to or change any of the provisions of this Indenture
     to such extent as shall be necessary to permit or facilitate the issuance
     of Securities in bearer form, registrable or not registrable as to
     principal, and with or without interest coupons, or to permit or facilitate
     the issuance of Securities in uncertificated form;

              (5)   to add to, change or eliminate any of the provisions of this
     Indenture in respect to one or more series of Securities, provided that any
     such addition, change or

                                     -48-
<PAGE>

     elimination (A) shall neither (i) apply to any Security or series created
     prior to the execution of such supplemental indenture and entitled to the
     benefit of such provision nor (ii) modify the rights of the Holder of any
     such Security with respect to such provision or (B) shall become effective
     only when there is no such Security Outstanding;

              (6)   to secure the Securities;

              (7)   to establish the form or terms of Securities of any series
     as permitted by Sections 201 and 301;

              (8)   to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611;

              (9)   to cure any ambiguity, to correct or supplement any
     provision herein which may be defective or inconsistent with any other
     provision herein, or to make any other provisions with respect to matters
     or questions arising under this Indenture, provided that such action
     pursuant to this Clause (9) shall not adversely affect the interests of the
     Holders of Securities of any series in any material respect; or

              (10)  to make provisions with respect to the conversion rights of
     Holders, including providing for the conversion of the Securities into any
     security or securities of the Company.

Section 902.  Supplemental Indentures with Consent of Holders.
              -----------------------------------------------

              With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture, or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

              (1)   change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon (including any
     change in the index, indices or formula pursuant to which such rate is
     determined that would reduce such rate for any period) or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security or any other Security which would be
     due and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 502, or change any Place of Payment where, or the coin
     or currency in which, any Security or any premium or interest thereon is
     payable, or impair the right to

                                     -49-
<PAGE>

     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or

              (2)   reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

              (3)   modify any of the provisions of this Section, Section 513 or
     Section 1008, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1008, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

              It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 903.  Execution of Supplemental Indentures.
              ------------------------------------

              In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.
              ---------------------------------

              Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                                     -50-
<PAGE>

Section 905.  Conformity with Trust Indenture Act.
              -----------------------------------

              Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

Section 906.  Reference in Securities to Supplemental Indentures.
              --------------------------------------------------

              Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE 10
                                   COVENANTS
                                   ---------

Section 1001. Payment of Principal, Premium and Interest.
              ------------------------------------------

              The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.
              -------------------------------

              The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

              The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

                                     -51-
<PAGE>

Section 1003. Money for Securities Payments to Be Held in Trust.
              -------------------------------------------------

              If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

              Whenever the Company shall have one or more Paying Agent for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

              The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

              The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less

                                      -52-
<PAGE>

than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 1004. Statement by Officers as to Default.
              -----------------------------------

              The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of such officers with a view to determining whether the Company has
kept, performed, fulfilled and observed its obligations under this Indenture and
stating as to each such officer signing such Officers' Certificate that, to the
best of such officers' knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
officer may have knowledge.

              The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an
Event of Default or default in the performance of a covenant or agreement or
condition contained in this Indenture or (ii) any default or Event of Default of
the type provided for herein specifying such default or Event of Default, notice
of such default or Event of Default.

Section 1005. Existence.
              ---------

              Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises and the existence,
rights (charter and statutory) and franchises of its subsidiaries; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 1006. Maintenance of Properties.
              -------------------------

              The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgement of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

                                     -53-
<PAGE>

Section 1007. Payment of Taxes and Other Claims.
              ---------------------------------

              The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

Section 1008. Waiver of Certain Covenants.
              ---------------------------

              Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such series, if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

Section 1009. Limitation on Liens.
              -------------------

                      (a)   The Company will not, and will not permit any
     Restricted Subsidiary to, create, incur, assume or guarantee any
     indebtedness for money borrowed (hereinafter in Sections 1009 and 1010
     referred to as "Debt"), secured by a mortgage, security interest, pledge,
     lien, charge or similar encumbrance (mortgages, security interests,
     pledges, liens, charges and other encumbrances, hereinafter in Sections
     1009, 1010 and 1011 referred to as a "Mortgage") upon any Principal
     Property of the Company or any Restricted Subsidiary or upon any shares of
     stock or indebtedness or any Restricted Subsidiary (whether such Principal
     Property, shares of stock or indebtedness are now owned or hereafter
     acquired) without in any such case effectively providing concurrently with
     the issuance, assumption or guaranty of any such Debt that the Outstanding
     Securities (together with, if the Company shall so determine, any other
     indebtedness of or guarantee by the Company or such Restricted Subsidiary
     ranking equally with the Outstanding Securities and then existing or
     thereafter created) shall be secured equally and ratably with such Debt;
     provided, however, that the foregoing restrictions shall not apply to Debt
     secured by:

                            (i)   Mortgages on property, shares of stock or
          indebtedness of any corporation existing at the time such corporation
          becomes a Restricted Subsidiary;

                                     -54-
<PAGE>

                            (ii)  Mortgages on property existing at the time of
          acquisition of such property by the Company or a Restricted
          Subsidiary, Mortgages to secure the payment of all or any part of the
          purchase price of such property incurred prior to, at the time of, or
          within 180 days after the acquisition of such property by the Company
          or a Restricted Subsidiary, or Mortgages to secure any debt incurred
          prior to, at the time of, or within 180 days after the completion of
          construction or commencement of full operation of any property for the
          purpose of financing all or any part of the cost to the Company or a
          Restricted Subsidiary of improvements to such property;

                            (iii) Mortgages securing Debt of a Restricted
          Subsidiary owing to the Company or to another Restricted Subsidiary;

                            (iv)  Mortgages existing at the date of this
                                   Indenture;

                            (v)   Mortgages on property of a corporation
          existing at the time such corporation is merged into or consolidated
          with the Company or a Restricted Subsidiary or at the time of a sale,
          lease or other disposition of the properties of a corporation as an
          entirety or substantially as an entirety to the Company or a
          Restricted Subsidiary;

                            (vi)  Mortgages on property of the Company or a
          Restricted Subsidiary in favor of the United States of America or any
          State thereof, or any department, agency, instrumentality or political
          subdivision thereof, to secure any payments, including advance or
          progress payments, pursuant to any contract or statute or to secure
          any indebtedness incurred or guaranteed for the purpose of financing
          all or any part of the purchase price or the cost of construction of
          the property subject to such Mortgages (including, but not limited to,
          Mortgages incurred in connection with pollution control bonds,
          industrial revenue bonds or similar financings); or

                            (vii) any extension, renewal or replacement (or
          successive extensions, renewals or replacements), in whole or in part,
          of any Mortgage referred to in the foregoing clauses (i) to (vi),
          inclusive; provided, however, that such extension, renewal or
          replacement shall be limited to all or a part of the property which
          secured the Mortgage so extended, renewed or replaced (plus
          improvements on such property).

                            (b)   Notwithstanding the foregoing provisions of
     this Section 1009, the Company and any one or more Restricted Subsidiaries
     may issue, assume or guarantee Debt secured by a Mortgage which would
     otherwise be subject to the foregoing restrictions in an aggregate amount
     which, together with all other outstanding Debt of the Company and its
     Restricted Subsidiaries which (if originally issued, assumed or guaranteed
     at such time) would otherwise be subject to the foregoing restrictions (not
     including Debt permitted to be secured under clauses (i) through (vii)
     above), does not at the time exceed the greater of $1,000,000,000 or 10%
     of Consolidated Net Tangible Assets of the Company and its consolidated

                                     -55-
<PAGE>

     Subsidiaries as shown on the most recent consolidated financial statements
     of the Company and its consolidated Subsidiaries.

Section 1010.  Limitation on Sale and Lease-Back.
               ---------------------------------

          The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any Person that provides for the leasing to the
Company or any Restricted Subsidiary of any Principal Property (except for
leases for a term of not more than three years and except for leases between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries), which
Principal Property has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such person, unless (a) the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of Section
1009, to issue, assume or guarantee Debt secured by a Mortgage upon such
Principal Property at least equal in the amount to the Attributable Debt in
respect of such arrangement without equally and ratably securing the Outstanding
Securities; provided, however, that from and after the date on which such
arrangement becomes effective the Attributable Debt in respect of such
arrangement shall be deemed for all purposes under Sections 1009 and 1010 to be
Debt subject to the provisions of Section 1009, or (b) the Company shall apply
an amount in cash equal to the greater of the net proceeds of such sale or the
Attributable Debt in respect of such an arrangement to the retirement (other
than any mandatory retirement or by way or payment at maturity), within 120 days
of the effective date of any such arrangement, of Debt (except as otherwise
provided by the terms of any series of Outstanding Securities) of the Company or
any Restricted Subsidiary (other than the Debt owed by the Company or any
Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its
terms matures at or is extendible or renewable at the opinion of the obligor to
a date more than twelve months after the date of the creation of such Debt.

               (a)  For the purposes of this Section 1010, the term
     "Attributable Debt" means, at the time of determination, the lesser of (a)
     the fair market value of such property (as determined by the Board of
     Directors of the Company) or (b) the present value (discounted at the rate
     implicit in the terms of the relevant lease) of the obligation of the
     lessee for net rental payments during the remaining term of the lease
     (including any period for which such lease has been extended).

                                  ARTICLE 11
                           REDEMPTION OF SECURITIES
                           ------------------------

Section 1101.  Applicability of Article.
               ------------------------

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.
               -------------------------------------

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such

                                     -56-
<PAGE>

Securities. In case of any redemption at the election of the Company of less
than all the Securities of any series (including any such redemption affecting
only a single Security), the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.
               -------------------------------------------------

          If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.  If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

          The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part.  In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104.  Notice of Redemption.
               --------------------

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

                                     -57-
<PAGE>

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  if less than all the Outstanding Securities of any series
     consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

          (4)  that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5)  the place or places where each such Security is to be surrendered
     for payment of the Redemption Price, and

          (6)  that the redemption is for a sinking fund, if such is the case.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1105.  Deposit of Redemption Price.
               ---------------------------

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.
               -------------------------------------

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                                     -58-
<PAGE>

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 1107.  Securities Redeemed in Part.
               ---------------------------

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                  ARTICLE 12
                                 SINKING FUNDS
                                 -------------

Section 1201.  Applicability of Article.
               ------------------------

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

          The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment".  If provided for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section
1202.  Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.
               -----------------------------------------------------

          The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited.  The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

                                     -59-
<PAGE>

Section 1203.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

          Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                  ARTICLE 13
                      DEFEASANCE AND COVENANT DEFEASANCE
                      ----------------------------------

Section 1301.  Applicability of Article; Company's Option to Effect Defeasance
               ---------------------------------------------------------------
or Covenant Defeasance.
----------------------

          Unless otherwise provided pursuant to Section 301, this Article
Thirteen shall be applicable to the Securities of such series, and the Company
may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance").  For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder; (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and (4) this Article.  Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any

                                     -60-
<PAGE>

Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

Section 1303.  Covenant Defeasance.
               -------------------

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Sections 1006
and 1007 (and any other Sections or covenants applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision), and any
covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit
of the Holders of such Securities, and (2) the occurrence of any event specified
in Section 501(4) (with respect to Sections 1006 and 1007 (and any other
Sections or covenants applicable to such Securities that are determined pursuant
to Section 301 to be subject to this provision), and any such Covenants provided
pursuant to Sections 301(19), 901(2) or 901(7) and 501(7) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article
to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.

Section 1304.  Conditions to Defeasance or Covenant Defeasance.
               -----------------------------------------------

          The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefit of the Holders of such
     Securities, (A) in the case of Securities of such series denominated in
     U.S. dollars, (i) money in an amount, (ii) U.S. Government Obligations that
     through the scheduled payment of principal and interest in respect thereof
     in accordance with their terms will provide, not later than one day before
     the due date of any payment, money in an amount, or (iii) a combination
     thereof, in each case sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or any such other qualifying trustee) to pay and
     discharge, the principal of and any premium and interest on such Securities
     on the respective Stated Maturities, in accordance with the terms of this
     Indenture and such Securities.  As used herein, "U.S. Government
     Obligation" means (x) any security that is (i) a direct obligation of the
     United States of America for the payment of which the

                                     -61-
<PAGE>

     full faith and credit of the United States of America is pledged or (ii) an
     obligation of a Person controlled or supervised by and acting as an agency
     or instrumentality of the United States of America the payment of which is
     unconditionally guaranteed as a full faith and credit obligation by the
     United States of America, which, in either case (i) or (ii), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any U.S. Government Obligation
     which is specified in Clause (x) above and held by such bank for the
     account of the holder of such depositary receipt, or with respect to any
     specific payment of principal of or interest on any U.S. Government
     Obligation which is so specified and held, provided that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt or (B) in the case of Securities of such series
     denominated in a currency other than the U.S. dollar, (i) money in such
     currency in an amount, or (ii) Foreign Government Obligations that through
     the scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in such currency in an amount, or (iii) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or any such other
     qualifying trustee) to pay and discharge, the principal of and any premium
     and interest on the Securities of such series on the respective Stated
     Maturities, in accordance with the terms of this Indenture and the
     Securities of such series. As used herein, "Foreign Government Obligation"
     means (x) any security that is (i) a direct obligation of the government
     that issued such currency for the payment of which full faith and credit of
     such government is pledged or (ii) an obligation of a Person controlled or
     supervised by and acting as an agency or instrumentality for such
     government the payment of which is unconditionally guaranteed as a full
     faith and credit obligation by such government, which, in either case (i)
     or (ii), is not callable or redeemable at the option of the issuer thereof,
     and (y) any depositary receipt issued by a bank (as defined in Section
     3(a)(2) of the Securities Act) as custodian with respect to any Foreign
     Government Obligation which is specified in Clause (x) and held by such
     bank for the account of the holder of such depositary receipt, or with
     respect to any specific payment of principal of or interest on any such
     Foreign Government Obligation which is so specified and held, provided that
     (except as required by law) such custodian is not authorized to make any
     deduction from the amount payable to the holder of such depositary receipt
     from any amount received by the custodian in respect of the Foreign
     Government Obligation or the specific payment of principal or interest
     evidenced by such depositary receipt.

          (2)  In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (A)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this instrument, there
     has been a change in the applicable Federal income tax

                                     -62-
<PAGE>

     law, in either case (A) or (B) to the effect that, and based thereon such
     opinion shall confirm that, the Holders of such Securities will not
     recognize gain or loss for Federal income tax purposes as a result of the
     deposit, Defeasance and discharge to be effected with respect to such
     Securities and will be subject to Federal income tax on the same amount, in
     the same manner and at the same times as would be the case if such deposit,
     Defeasance and discharge were not to occur.

          (3)  In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit and Covenant
     Defeasance to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit and Covenant Defeasance
     were not to occur.

          (4)  The Company shall have delivered to the Trustee an Officer's
     Certificate to the effect that neither such Securities nor any other
     Securities of the same series, if then listed on any securities exchange,
     will be delisted as a result of such deposit.

          (5)  No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities or any other
     Securities shall have occurred and be continuing at the time of such
     deposit or, with regard to any such event specified in Sections 501(5) and
     (6), at any time on or prior to the 90th day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until after such 90th day).

          (6)  Such Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest within the meaning of the Trust
     Indenture Act (assuming all Securities are in default within the meaning of
     such Act).

          (7)  Such Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, any other agreement
     or instrument to which the Company is a party or by which it is bound.

          (8)  Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act unless such trust shall be
     registered under such Act or exempt from registration thereunder.

          (9)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

                                     -63-
<PAGE>

Section 1305.  Deposited Money and U.S. Government Obligations to Be Held in
               -------------------------------------------------------------
Trust; Miscellaneous Provisions.
-------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations or Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 1306, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 1304 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

          Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities that, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of an amount thereof which would then be
required to be deposited to effect the Defeasance or Covenant Defeasance, as the
case may be, with respect to such Securities.

Section 1306.  Reinstatement.
               -------------

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                     -64-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


                                         NORTHROP GRUMMAN CORPORATION


                                         By_____________________________________

ATTEST:

_____________________

                                         THE CHASE MANHATTAN BANK, as Trustee


                                         By_____________________________________

ATTEST:

_____________________

                                     -65-
<PAGE>

State of California    )
                       )
County of __________   )


On ______________ before me, __________________, Notary Public, personally
appeared _________________________________,[_] personally known to me or
[_]proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                              __________________________________




State of New York      )
                       )
County of __________   )


On ______________ before me, __________________, Notary Public, personally
appeared _________________________________,[_] personally known to me or
[_]proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                              __________________________________


                                     -66-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>7
<FILENAME>dex48.txt
<DESCRIPTION>FORM OF SUBORDINATED INDENTURE
<TEXT>
<PAGE>

                                                                     Exhibit 4-8



                         NORTHROP GRUMMAN CORPORATION

                                      TO

                       THE CHASE MANHATTAN BANK, TRUSTEE

                                _______________

                                   INDENTURE

                     Dated as of ___________________, ______

                                _______________

                         SUBORDINATED DEBT SECURITIES
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
 ARTICLE ONE             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................   1

 Section 101.     Definitions...................................................................................   1
 Section 102.     Compliance Certificates and Opinions..........................................................   9
 Section 103.     Form of Documents Delivered to Trustee........................................................   9
 Section 104.     Acts of Holders; Record Dates.................................................................  10
 Section 105.     Notices, Etc., to Trustee and Company.........................................................  12
 Section 106.     Notice to Holders; Waiver.....................................................................  13
 Section 107.     Conflict with Trust Indenture Act.............................................................  13
 Section 108.     Effect of Headings and Table of Contents......................................................  13
 Section 109.     Successors and Assigns........................................................................  13
 Section 110.     Separability Clause...........................................................................  14
 Section 111.     Benefits of Indenture.........................................................................  14
 Section 112.     Governing Law.................................................................................  14
 Section 113.     Legal Holidays................................................................................  14

 ARTICLE TWO             SECURITY FORMS.........................................................................  14

 Section 201.     Forms Generally...............................................................................  14
 Section 202.     Form of Face of Security......................................................................  15
 Section 203.     Form of Reverse of Security...................................................................  17
 Section 204.     Form of Legend for Global Securities..........................................................  22
 Section 205.     Form of Trustee's Certificate of Authentication...............................................  22

 ARTICLE THREE           THE SECURITIES.........................................................................  23

 Section 301.     Amount Unlimited; Issuable in Series..........................................................  23
 Section 302.     Denominations.................................................................................  26
 Section 303.     Execution, Authentication, Delivery and Dating................................................  26
 Section 304.     Temporary Securities..........................................................................  28
 Section 305.     Registration, Registration of Transfer and Exchange...........................................  29
 Section 306.     Mutilated, Destroyed, Lost or Stolen Securities...............................................  31
 Section 307.     Payment of Interest; Interest Rights Preserved................................................  32
 Section 308.     Persons Deemed Owners.........................................................................  33
 Section 309.     Cancellation..................................................................................  33
 Section 310.     Computation of Interest.......................................................................  34

 ARTICLE FOUR            SATISFACTION AND DISCHARGE.............................................................  34
 Section 401.     Satisfaction and Discharge of Indenture.......................................................  34
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                             <C>
 Section 402.     Application of Trust Money....................................................................  35

 ARTICLE FIVE            REMEDIES...............................................................................  36

 Section 501.     Events of Default.............................................................................  36
 Section 502.     Acceleration of Maturity; Rescission and Annulment............................................  37
 Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee...............................  38
 Section 504.     Trustee May File Proofs of Claim..............................................................  39
 Section 505.     Trustee May Enforce Claims Without Possession of Securities...................................  40
 Section 506.     Application of Money Collected................................................................  40
 Section 507.     Limitation on Suits...........................................................................  40
 Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert......  41
 Section 509.     Restoration of Rights and Remedies............................................................  41
 Section 510.     Rights and Remedies Cumulative................................................................  42
 Section 511.     Delay or Omission Not Waiver..................................................................  42
 Section 512.     Control by Holders............................................................................  42
 Section 513.     Waiver of Past Defaults.......................................................................  42
 Section 514.     Undertaking for Costs.........................................................................  43
 Section 515.     Waiver of Usury, Stay or Extension Laws.......................................................  43

 ARTICLE SIX             THE TRUSTEE............................................................................  44

 Section 601.     Certain Duties and Responsibilities...........................................................  44
 Section 602.     Notice of Defaults............................................................................  45
 Section 603.     Certain Rights of Trustee.....................................................................  45
 Section 604.     Not Responsible for Recitals or Issuance of Securities........................................  47
 Section 605.     May Hold Securities...........................................................................  47
 Section 606.     Money Held in Trust...........................................................................  47
 Section 607.     Compensation and Reimbursement................................................................  47
 Section 608.     Conflicting Interests.........................................................................  48
 Section 609.     Corporate Trustee Required; Eligibility.......................................................  48
 Section 610.     Resignation and Removal; Appointment of Successor.............................................  49
 Section 611.     Acceptance of Appointment by Successor........................................................  50
 Section 612.     Merger, Conversion, Consolidation or Succession to Business...................................  52
 Section 613.     Preferential Collection of Claims Against Company.............................................  52
 Section 614.     Appointment of Authenticating Agent...........................................................  52

 ARTICLE SEVEN           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY......................................  54
 Section 701.     Company to Furnish Trustee Names and Addresses of Holders.....................................  54
 Section 702.     Preservation of Information; Communications to Holders........................................  54
 Section 703.     Reports by Trustee............................................................................  55
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
 Section 704.     Reports by Company............................................................................  55

 ARTICLE EIGHT           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, OR LEASE..................................  56

 Section 801.     Company May Consolidate, Etc., Only on Certain Terms..........................................  56
 Section 802.     Successor Substituted.........................................................................  56


 ARTICLE NINE            SUPPLEMENTAL INDENTURES................................................................  57

 Section 901.     Supplemental Indentures Without Consent of Holders............................................  57
 Section 902.     Supplemental Indentures with Consent of Holders...............................................  58
 Section 903.     Execution of Supplemental Indentures..........................................................  60
 Section 904.     Effect of Supplemental Indentures.............................................................  60
 Section 905.     Conformity with Trust Indenture Act...........................................................  60
 Section 906.     Reference in Securities to Supplemental Indentures............................................  60
 Section 907.     Subordination Unimpaired......................................................................  60

 ARTICLE TEN             COVENANTS..............................................................................  61

 Section 1001.    Payment of Principal, Premium and Interest....................................................  61
 Section 1002.    Maintenance of Office or Agency...............................................................  61
 Section 1003.    Money for Securities Payments to Be Held in Trust.............................................  62
 Section 1004.    Statement by Officers as to Default...........................................................  63
 Section 1005.    Existence.....................................................................................  63
 Section 1006.    Maintenance of Properties.....................................................................  64
 Section 1007.    Payment of Taxes and Other Claims.............................................................  64
 Section 1008.    Waiver of Certain Covenants...................................................................  64

 ARTICLE ELEVEN          REDEMPTION OF SECURITIES...............................................................  65

 Section 1101.    Applicability of Article......................................................................  65
 Section 1102.    Election to Redeem; Notice to Trustee.........................................................  65
 Section 1103.    Selection by Trustee of Securities to Be Redeemed.............................................  65
 Section 1104.    Notice of Redemption..........................................................................  66
 Section 1105.    Deposit of Redemption Price...................................................................  67
 Section 1106.    Securities Payable on Redemption Date.........................................................  67
 Section 1107.    Securities Redeemed in Part...................................................................  67

 ARTICLE TWELVE          SINKING FUNDS..........................................................................  68
 Section 1201.    Applicability of Article......................................................................  68
 Section 1202.    Satisfaction of Sinking Fund Payments with Securities.........................................  68
 Section 1203.    Redemption of Securities for Sinking Fund.....................................................  68
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
 <S>                                                                                                                <C>
 ARTICLE THIRTEEN        DEFEASANCE AND COVENANT DEFEASANCE.......................................................   69

 Section 1301.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..........   69
 Section 1302.    Defeasance and Discharge........................................................................   69
 Section 1303.    Covenant Defeasance.............................................................................   70
 Section 1304.    Conditions to Defeasance or Covenant Defeasance.................................................   70
 Section 1305.    Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions...   73
 Section 1306.    Reinstatement...................................................................................   74

 ARTICLE FOURTEEN        SUBORDINATION OF SECURITIES..............................................................   75

 Section 1401.    Debt Securities Subordinate to Senior Indebtedness..............................................   75
 Section 1402.    Trustee And Holders Of Debt Securities May Rely On Certificate Of Liquidating Agent;
 Trustee May Require Further Evidence As To Ownership Of Senior Indebtedness; Trustee Not Fiduciary To
 Holders Of senior Indebtedness...................................................................................   78
 Section 1403.    Payment Permitted If No Default.................................................................   78
 Section 1404.    Trustee Not Charged With Knowledge Of Prohibition...............................................   79
 Section 1405.    Trustee to Effectuate Subordination.............................................................   79
 Section 1406.    Rights Of Trustee As Holder Of Senior Indebtedness..............................................   79
 Section 1407.    Article Applicable To Paying Agents.............................................................   79
 Section 1408.    Subordination Rights Not Impaired By Acts Or Omissions Of The Company Or Holders Of
 Senior  Indebtedness.............................................................................................   80
 </TABLE>


NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                     -iv-
<PAGE>

                  INDENTURE dated as of _______________, ____ between NORTHROP
GRUMMAN CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 1840 Century Park East, Los Angeles, California, and THE CHASE MANHATTAN
BANK, a corporation duly organized and existing under the laws of the State of
New York, as Trustee (herein called the "Trustee"), having its Institutional
Trust Services office at 450 West 33rd Street, 15th Floor, New York, New York
10001.

                            RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as this Indenture provides.

                  All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the promises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE
                       DEFINITIONS AND OTHER PROVISIONS
                       --------------------------------
                            OF GENERAL APPLICATION
                            ----------------------

Section 101.        Definitions.
                    -----------

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                                    (1)   the terms defined in this Article have
                  the meanings assigned to them in this Article and include the
                  plural as well as the singular;

                                    (2)   all other terms used herein which are
                  defined in the Trust Indenture Act, either directly or by
                  reference therein, have the meanings assigned to them therein;

                                    (3)   all accounting terms not otherwise
                  defined herein have the meanings assigned to them in
                  accordance with generally accepted accounting principles, and,
                  except as otherwise herein

                                      -1-
<PAGE>

                  expressly provided, the term "generally accepted accounting
                  principles" with respect to any computation required or
                  permitted hereunder shall mean such accounting principles as
                  are generally accepted at the date hereof;

                                    (4)   unless the context otherwise requires,
                  any reference to an "Article" or a "Section" refers to an
                  Article or a Section, as the case may be, of this Indenture;
                  and

                                    (5)   the words "herein," "hereof," and
                  "hereunder" and other words of similar import refer to this
                  Indenture as a whole and not to any particular Article,
                  Section or other subdivision.

                  "Act," when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

                  "Board Resolution" means (i) a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, or (ii) a certificate signed by the authorized officer or
officers of the Company to whom the Board of Directors of the Company has
delegated its authority, and in each case, delivered to the Trustee.

                  "Business Day," when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

                                      -2-
<PAGE>

                  "Commission" means the Securities and Exchange Commission,
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Corporate Trust Office" means the principal office of the
Trustee or agent of the Trustee, in either case, in the Borough of Manhattan,
The City of New York, at which at any particular time the corporate trust
business of the Trustee shall be administered.

                  "corporation" means a corporation, association, company,
joint-stock company or business trust.

                  "Covenant Defeasance" has the meaning specified in Section
1303.

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Defeasance" has the meaning specified in Section 1302.

                  "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

                  "Event of Default" has the meaning specified in Section 501.

                  "Exchange Act" means the Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

                  "Existing Subordinated Indebtedness" [to come]

                  "Expiration Date" has the meaning specified in Section 104.

                                      -3-
<PAGE>

                  "Foreign Government Obligation" has the meaning specified in
Section 1304.

                  "Global Security" means a Security that evidences all or part
of the Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such
Securities).

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

                  "interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

                  "Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

                  "Maturity," when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  "Notice of Default" means a written notice of the kind
specified in Section 501(4).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

                                      -4-
<PAGE>

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

                  "Outstanding," when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                                    (1)   Securities theretofore cancelled by
                  the Trustee or delivered to the Trustee for cancellation;

                                    (2)   Securities for whose payment or
                  redemption money in the necessary amount has been theretofore
                  deposited with the Trustee or any Paying Agent (other than the
                  Company) in trust or set aside and segregated in trust by the
                  Company (if the Company shall act as its own Paying Agent) for
                  the Holders of such Securities; provided that, if such
                  Securities are to be redeemed, notice of such redemption has
                  been duly given pursuant to this Indenture or provision
                  therefor satisfactory to the Trustee has been made;

                                    (3)   Securities as to which Defeasance has
                  been effected pursuant to Section 1302; and

                                    (4)   Securities which have been paid
                  pursuant to Section 306 or in exchange for or in lieu of which
                  other Securities have been authenticated and delivered
                  pursuant to this Indenture, other than any such Securities in
                  respect of which there shall have been presented to the
                  Trustee proof satisfactory to it that such Securities are held
                  by a bona fide purchaser in whose hands such Securities are
                  valid obligations of the Company;

                  provided, however, that in determining whether the Holders of
         the requisite principal amount of the Outstanding Securities have
         given, made or taken any request, demand, authorization, direction,
         notice, consent, waiver or other action hereunder as of any date, (A)
         the principal amount of an Original Issue Discount Security which shall
         be deemed to be Outstanding shall be the amount of the principal
         thereof which would be due and payable as of such date upon
         acceleration of the Maturity thereof to such date pursuant to Section
         502, (B) if, as of such date, the principal amount payable at the
         Stated Maturity of a Security is not determinable, the principal amount
         of such Security which shall be deemed to be Outstanding shall be the
         amount as specified or determined as contemplated by Section 301, (C)
         the principal amount of a Security denominated in one or more foreign
         currencies or currency units which shall be deemed to be Outstanding
         shall be the U.S. dollar equivalent, determined as of

                                      -5-
<PAGE>

         such date in the manner provided as contemplated by Section 301, of the
         principal amount of such Security (or, in the case of a Security
         described in Clause (A) or (B) above, of the amount determined as
         provided in such Clause), and (D) Securities owned by the Company or
         any other obligor upon the Securities of any Affiliate of the Company
         or of such other obligor shall be disregarded and deemed not to be
         Outstanding, except that, in determining whether the Trustee shall be
         protected in relying upon any such request, demand, authorization,
         direction, notice, consent, waiver or other action, only Securities
         which a responsible officer of the Trustee actually knows to be so
         owned shall be so disregarded. Securities so owned which have been
         pledged in good faith may be regarded as Outstanding if the pledgee
         establishes to the satisfaction of the Trustee the pledgee's right so
         to act with respect to such Securities and that the pledgee is not the
         Company or any other obligor upon the Securities or any Affiliate of
         the Company or of such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

                  "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

                                      -6-
<PAGE>

                  "Responsible Officer," when used with respect to the Trustee,
means any officer within the Institutional Trust Services Office of the Trustee
including any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Senior Indebtedness" means the principal of (and premium, if
any) and interest (including, without limitation, any post-petition interest) on
any indebtedness, whether outstanding at the date hereof or thereafter created
or incurred, which is for (a) money borrowed by the Company, (b) obligations of
the Company evidencing the purchase price for acquisitions by the Company or a
subsidiary other than in the ordinary course of business, (c) money borrowed by
others and assumed or guaranteed by the Company, (d) capitalized lease
obligations of the Company, (e) obligations under performance guarantees,
support agreements and other agreements in the nature thereof and (f) renewals,
extensions, refundings, amendments and modifications of any indebtedness, of the
kind described in the foregoing clauses (a), (b), (c), (d) and (e) or of the
instruments creating or evidencing such indebtedness, unless, in each case, by
the terms of the instrument creating or evidencing such indebtedness or such
renewal, extension, refunding, amendment and modification, it is provided that
such indebtedness is not senior in right of payment to the Securities.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or

                                      -7-
<PAGE>

more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

              "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

              "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

              "U.S. Government Obligation" has the meaning specified in Section
1304.

              "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "Vice President."

Section 102.  Compliance Certificates and Opinions.
              ------------------------------------

              Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

              Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                         (1)  a statement that each individual signing such
              certificate or opinion has read such covenant or condition and the
              definitions herein relating thereto;

                                      -8-
<PAGE>

                         (2)  a brief statement as to the nature and scope of
               the examination or investigation upon which the statements or
               opinions contained in such certificate or opinion are based;

                         (3)  a statement that, in the opinion of each such
               individual, he has made such examination or investigation as is
               necessary to enable him to express an informed opinion as to
               whether or not such covenant or condition has been complied with;
               and

                         (4)  a statement as to whether, in the opinion of each
               such individual, such condition or covenant has been complied
               with.

Section 103.   Form of Documents Delivered to Trustee.
               --------------------------------------

               In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

               Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon an opinion of counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or representations with respect to such matters are
erroneous.

               Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.   Acts of Holders; Record Dates.
               -----------------------------

               Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the

                                      -9-
<PAGE>

Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          The ownership of Securities shall be proved by the Security Register.

          Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

          The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall

                                     -10-
<PAGE>

automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

          With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any date as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which sets such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration

                                     -11-
<PAGE>

Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.

              Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

Section 105.  Notices, Etc., to Trustee and Company.
              -------------------------------------

              Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                         (1)  the Trustee by any Holder or by the Company shall
              be sufficient for every purpose hereunder if made, given,
              furnished or filed in writing to or with the Trustee at 450 West
              33rd Street, 15th Floor, New York, New York 10001, Attn:
              Institutional Trust Services, or

                         (2)  the Company by the Trustee or by any Holder shall
               be sufficient for every purpose hereunder (unless otherwise
               herein expressly provided) if in writing and mailed, first-class
               postage prepaid, to the Company addressed to it at the address of
               its principal office specified in the first paragraph of this
               instrument or at any other address previously furnished in
               writing to the Trustee by the Company.

Section 106.   Notice to Holders; Waiver.
               -------------------------

               Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                                     -12-
<PAGE>

              In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.  Conflict with Trust Indenture Act.
              ---------------------------------

              If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108.  Effect of Headings and Table of Contents.
              ----------------------------------------

              The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

Section 109.  Successors and Assigns.
              ----------------------

              All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110.  Separability Clause.
              -------------------

              In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

Section 111.  Benefits of Indenture.
              ---------------------

              Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 112.  Governing Law.
              -------------

              This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.

                                     -13-
<PAGE>

Section 113.   Legal Holidays.
               --------------

               In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security that specifically states that
such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided, that no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

                                  ARTICLE TWO
                                SECURITY FORMS
                                --------------

Section 201.   Forms Generally.
               ---------------

               The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

               The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202.   Form of Face of Security.
               ------------------------

               [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                                     -14-
<PAGE>

                         NORTHROP GRUMMAN CORPORATION

________________________________________________________________

No. ____________                                          $ ___________

                                                         CUSIP _____________

          Northrop Grumman Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of ______________________ [Dollars] [if other than
Dollars, substitute other currency or currency units] on
____________________________________________ [If the Security is to bear
interest prior to Maturity, Interest __, and to pay interest thereon from
_________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, [semi-annually on ________
______________________ and _____________________ in each year] [if other than
semi-annual interest at a fixed rate, insert frequency of payments and payment
dates], commencing ___________________ at [If the Security is to bear interest
at a fixed rate, insert -- the rate of ____% per annum] [if the Security is to
bear interest at a rate determined with reference to one or more formula, refer
to description of index below], until the principal hereof is paid or made
available for payment [If applicable, insert --, provided that any principal and
premium, and any such installment of interest, which is overdue shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand.] Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the _________________ or ___________________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the Payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and

                                     -15-
<PAGE>

upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

          [If the Securities are securities with respect to which the principal
of or any premium or interest may be determined with reference to one or more
indices or formulas, insert the text of such indices or formulas]

          [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of _______________% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]]

          Payment of the principal of (and premium, if any) and [if applicable,
interest -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ________________ in such
coin or currency [of the United States of America] [if the Security is
denominated in a currency other than U.S. dollars, specify other currency or
currency unit in which payment of the principal of any premium or interest may
be made] as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert --; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the person entitled
thereto as specified in the Security Register.]

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                     -16-
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:  ________________

                                               NORTHROP GRUMMAN CORPORATION


                                               By ____________________________

Attest:


----------------------


Section 203.  Form of Reverse of Security.
              ---------------------------

              This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ________________, _____ (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the securities are, and are to be authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- limited in aggregate principal amount to $________________]. [The
Securities are [unsecured general obligations of the Company.]]

              [If applicable, insert -- the securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [If
applicable, insert -- (1) on _______________ in any year commencing with the
year _____________ and ending with the year ______________ through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert -- on or after
______________, ______], as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert -- on or before __________________,
_____% and if redeemed] during the 12-month period beginning ________________ of
the years indicated,

                                     -17-
<PAGE>

                Redemption                            Redemption
Year              Price              Year                  Price
----            ----------           ----                  -----



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

                  [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on
______________ in any year commencing with the year ______ and ending with the
year ______ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert -- on or after ________________, as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning _____________________ of the years
indicated,

                            Redemption Price
                             For Redemption              Redemption Price For
                           Through Operation             Redemption Otherwise
                                 of the                 Than Through Operation
Year                          Sinking Fund                of the Sinking Fund
----                          ------------                -------------------



and thereafter at a Redemption Price equal to __________% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                                     -18-
<PAGE>

                  [If applicable, insert -- Notwithstanding the foregoing, the
Company may not, prior to ________________ redeem any Securities of this series
as contemplated by [if applicable, insert -- Clause (2) of the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than _________% per annum.]

                  [If applicable, insert -- The sinking fund for this series
provides for the redemption on __________________ in each year beginning with
the year ___________ and ending with the year ________ of [if applicable, insert
-- not less than $_______________ ("mandatory sinking fund") and not more than]
$_______________ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert -- mandatory] sinking fund payments may be
credited against subsequent [if applicable, insert -- mandatory] [sinking fund
payments otherwise required to be made [if applicable, insert --, in the inverse
order in which they become due].]

                  [If the Security is subject to redemption of any kind, insert
-- In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

                  [Insert paragraph regarding subordination of the Security.]

                  [If applicable, insert -- The Indenture contains provisions
for defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

                  [If the Security is convertible into securities of the
Company, specify the conversion features.]

                  [If the Security is not an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

                  [If the Security is an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal to -- [insert formula for determining
the amount.] Upon payment (i) of the

                                     -19-
<PAGE>

amount of principal so declared due and payable and (ii) of interest on any
overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                                     -20-
<PAGE>

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

Section 204.      Form of Legend for Global Securities.
                  ------------------------------------

                  Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                     -21-
<PAGE>

Section 205.  Form of Trustee's Certificate of Authentication.
              -----------------------------------------------

              The Trustee's certificates of authentication shall be in
substantially the following form:

              This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                            THE CHASE MANHATTAN BANK,

                                                        As Trustee


                                            By _________________________________
                                                              Authorized Officer


                                 ARTICLE THREE
                                THE SECURITIES
                                --------------

Section 301.  Amount Unlimited; Issuable in Series.

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

              The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

                              (1)     the title of the Securities of the series
                  (which shall distinguish the Securities of the series from
                  Securities of any other series);

                              (2)     any limit upon the aggregate principal
                  amount of the Securities of the series which may be
                  authenticated and delivered under this Indenture (except for
                  Securities authenticated and delivered upon registration of
                  transfer of, or in exchange for, or in lieu of, other
                  Securities of the series pursuant to Section 304, 305, 306,
                  906 or 1107 and except for any Securities which, pursuant to
                  Section 303, are deemed never to have been authenticated and
                  delivered hereunder);

                                     -22-
<PAGE>

                                    (3)   the Person to whom any interest on a
                  Security of the series shall be payable, if other than the
                  Person in whose name that Security (or one or more Predecessor
                  Securities) is registered at the close of business on the
                  Regular Record Date for such interest;

                                    (4)   the date or dates on which the
                  principal of any Securities of the series is payable;

                                    (5)   the rate or rates at which any
                  Securities of the series shall bear interest, if any, the date
                  or dates from which any such interest shall accrue, the
                  Interest Payment Dates on which any such interest shall be
                  payable and the Regular Record Date for any such interest
                  payable on any Interest Payment Date;

                                    (6)   the place or places where the
                  principal of and any premium and interest on any Securities of
                  the series shall be payable;

                                    (7)   the period or periods within which,
                  the price or prices at which and the terms and conditions upon
                  which any Securities of the series may be redeemed, in whole
                  or in part, at the option of the Company;

                                    (8)   the obligation, if any, of the Company
                  to redeem or purchase any Securities of the series pursuant to
                  any sinking fund or analogous provisions or at the option of
                  the Holder thereof and the period or periods within which, the
                  price or prices at which and the terms and conditions upon
                  which any Securities of the series shall be redeemed or
                  purchased, in whole or in part, pursuant to such obligation;

                                    (9)   any provision for the conversion or
                  exchange of Securities of the series, either at the option of
                  the Holder thereof or the Company, into or for another
                  security or securities of the Company, the security or
                  securities into or for which, the period or periods within
                  which, the price or prices, including any adjustments thereto,
                  at which and the other terms and conditions upon which any
                  Securities of the series shall be converted or exchanged, in
                  whole or in part, pursuant to such obligation;

                                    (10)  if other than denominations of $1,000
                  and any integral multiple thereof, the denominations in which
                  any Securities of the series shall be issuable;

                                    (11)  if the amount of principal of or any
                  premium or interest on any Securities of the series may be
                  determined with reference

                                     -23-
<PAGE>

                  to one or more indices or pursuant to a formula, the manner in
                  which such amounts shall be determined;

                                    (12)  if other than the currency of the
                  United States of America, the currency, currencies or currency
                  units in which the principal of or any premium or interest on
                  any Securities of the series shall be payable and the manner
                  of determining the equivalent thereof in the currency of the
                  United States of America for any purpose, including for
                  purposes of the definition of "Outstanding" in Section 101;

                                    (13)  if the principal of or any premium or
                  interest on any Securities of the series is to be payable, at
                  the election of the Company or the Holder thereof, in one or
                  more currencies or currency units other than that or those in
                  which such Securities are stated to be payable, the currency,
                  currencies or currency units in which the principal of or any
                  premium or interest on such Securities as to which such
                  election is made shall be payable, the periods within which
                  and the terms and conditions upon which such election is to be
                  made and the amount so payable (or the manner in which such
                  amount shall be determined);

                                    (14)  if other than the entire principal
                  amount thereof, the portion of the principal amount of any
                  Securities of the series which shall be payable upon
                  declaration of acceleration of the Maturity thereof pursuant
                  to Section 502;

                                    (15)  if the principal amount payable at the
                  Stated Maturity of any Securities of the series will not be
                  determinable as of any one or more dates prior to the Stated
                  Maturity, the amount which shall be deemed to be the principal
                  amount of such Securities as of any such date for any purpose
                  thereunder or hereunder, including the principal amount
                  thereof which shall be due and payable upon any Maturity other
                  than the Stated Maturity or which shall be deemed to be
                  Outstanding as of any date prior to the Stated Maturity (or,
                  in any such case, the manner in which such amount deemed to be
                  the principal amount shall be determined);

                                    (16)  whether either or both of Section 1302
                  or Section 1303 shall not apply to the Securities of the
                  series;

                                    (17)  if and as applicable, that any
                  Securities of the series shall be issuable in whole or in part
                  in the form of one or more Global Securities and, in such
                  case, the respective Depositaries for such Global Securities,
                  the form of any legend or legends which shall be borne by any
                  such Global Security in addition to or in lieu of that set
                  forth in

                                     -24-
<PAGE>

                  Section 204 and any circumstances in addition to or in lieu of
                  those set forth in Clause (2) of the last paragraph of Section
                  305 in which any such Global Security may be exchanged in
                  whole or in part for Securities registered, and any transfer
                  of such Global Security in whole or in part may be registered,
                  in the name or names of Persons other than the Depositary for
                  such Global Security or a nominee thereof;

                                    (18)  any addition to or change in the
                  Events of Default which applies to any Securities of the
                  series and any change in the right of the Trustee or the
                  requisite Holders of such Securities to declare the principal
                  amount thereof due and payable pursuant to Section 502;

                                    (19)  any addition to or change in the
                  covenants set forth in Article Ten which applies to Securities
                  of the series;

                                    (20)  if applicable, that the subordination
                  provisions in Article Fourteen shall apply to the Securities
                  of the series or that any different subordination provisions,
                  including different definitions of the terms "Senior
                  Indebtedness" or "Existing Subordinated Indebtedness", shall
                  apply to Securities of the series; and

                                    (21)  any other terms of the series (which
                  terms shall not be inconsistent with the provisions of this
                  Indenture, except as permitted by Section 901(5)).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
303) set forth, or determined in the manner provided in the Officers'
Certificate referred to above or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at one time and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

                  Unless otherwise provided with respect to the Securities of
any series, at the option of the Company, interest on the Securities of any
series that bears interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

                                     -25-
<PAGE>

Section 302.  Denominations.
              -------------

              The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.
              ----------------------------------------------

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities may be manual or facsimile.

              Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

              At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                         (1) if the form of such Securities has been established
              by or pursuant to Board Resolution as permitted by Section 201,
              that such form has been established in conformity with the
              provisions of this Indenture;

                         (2) if the terms of such Securities have been
              established by or pursuant to Board Resolution as permitted by
              Section 301, that such terms have been established in conformity
              with the provisions of this Indenture; and

                                     -26-
<PAGE>

                         (3) that such Securities, when authenticated and
              delivered by the Trustee and issued by the Company in the manner
              and subject to any conditions specified in such Opinion of
              Counsel, will constitute valid and legally binding obligations of
              the Company enforceable in accordance with their terms, subject to
              bankruptcy, insolvency, fraudulent transfer, reorganization,
              moratorium and similar laws of general applicability relating to
              or affecting creditors' rights and to general equity principles
              [and, if applicable, to provisions of law which may require that a
              judgment for money damages rendered by a court in the United
              States be expressed in United States dollars].

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

              Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304.  Temporary Securities.
              --------------------

              Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially

                                     -27-
<PAGE>

of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

              If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.  Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

Section 305.  Registration, Registration of Transfer and Exchange.
              ---------------------------------------------------

              The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

              Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

              At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

              All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt,
                                     -28-
<PAGE>

and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

              Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

              No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

              If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

              The provisions of Clauses (1), (2), (3), (4) and (5) below shall
apply only to Global Securities:

                         (1) Each Global Security authenticated under this
              Indenture shall be registered in the name of the Depositary
              designated for such Global Security or a nominee thereof and
              delivered to such Depositary or a nominee thereof or custodian
              therefor, and each such Global Security shall constitute a single
              Security for all purposes of this Indenture.

                         (2) Notwithstanding any other provision in this
              Indenture, no Global Security may be exchanged in whole or in part
              for Securities registered, and no transfer of a Global Security in
              whole or in part may be registered, in the name of any Person
              other than the Depositary for such Global Security or a nominee
              thereof unless (A) such Depositary (i) has notified the Company
              that it is unwilling or unable to continue as Depositary for such
              Global Security or (ii) has ceased to be a clearing agency
              registered under the Exchange Act, (B) there shall have occurred
              and be continuing an Event of Default with

                                     -29-
<PAGE>

              respect to such Global Security or (C) there shall exist such
              circumstances, if any, in addition to or in lieu of the foregoing
              as have been specified for this purpose as contemplated by Section
              301.

                         (3) Subject to the provisions of Clause (2) above, the
              rights of holders of such Global Securities shall be exercised
              only through the Depositary and shall be limited to those
              established by law and agreements between such holders and the
              Depositary and or the Depositary participants. The initial
              Depositary will make book-entry transfers among the Depositary
              participants and receive and transmit distributions of principal
              and interest on the Global Securities to such Depositary
              participants.

              The Depositary may be treated by the Company and the Trustee, and
any of their respective agents, employees, officers and directors, as the
absolute owner of the Global Securities for all purposes whatsoever.
Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Company and the Trustee, or any of their respective agents, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary, or shall impair the operation of customary practices governing the
exercise of the rights of a holder of any Global Security. Subject to the
foregoing provisions of this Section, any holder may grant proxies and otherwise
authorize any person to take any action which a holder is entitled to take under
this Indenture or the Global Securities.

                         (4) Subject to Clause (2) above, any exchange of a
              Global Security for other Securities may be made in whole or in
              part, and all Securities issued in exchange for a Global Security
              or any portion thereof shall be registered in such names as the
              Depositary for such Global Security shall direct.

                         (5) Every Security authenticated and delivered upon
              registration of transfer of, or in exchange for or in lieu of, a
              Global Security or any portion thereof, whether pursuant to this
              Section, Section 304, 306, 906 or 1107 or otherwise, shall be
              authenticated and delivered in the form of, and shall be, a Global
              Security, unless such Security is registered in the name of a
              Person other than the Depositary for such Global Security or a
              nominee thereof.

Section 306.  Mutilated, Destroyed, Lost or Stolen Securities.
              -----------------------------------------------

              If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                     -30-
<PAGE>

              If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

              In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

              Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

              Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

              The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307.  Payment of Interest; Interest Rights Preserved.
              ----------------------------------------------

              Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

              Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                                     -31-
<PAGE>

                         (1) The Company may elect to make payment of any
              Defaulted Interest to the Persons in whose name the Securities of
              such series (or their respective Predecessor Securities) are
              registered at the close of business on a Special Record Date for
              the payment of such Defaulted Interest, which shall be fixed in
              the following manner. The Company shall notify the Trustee in
              writing of the amount of Defaulted Interest proposed to be paid on
              each Security of such series and the date of the proposed payment,
              and at the same time the Company shall deposit with the Trustee an
              amount of money equal to the aggregate amount proposed to be paid
              in respect of such Defaulted Interest or shall make arrangements
              satisfactory to the Trustee for such deposit prior to the date of
              the proposed payment, such money when deposited to be held in
              trust for the benefit of the Persons entitled to such Defaulted
              Interest as in this Clause provided. Thereupon the Trustee shall
              fix a Special Record Date for the payment of such Defaulted
              Interest which shall be not more than 15 days and not less than 10
              days prior to the date of the proposed payment and not less than
              10 days after the receipt by the Trustee of any notice of the
              proposed payment. The Trustee shall promptly notify the Company of
              such Special Record Date and, in the name and at the expense of
              the Company, shall cause notice of the proposed payment of such
              Defaulted Interest and the Special Record Date therefor to be
              mailed, first-class postage prepaid, to each Holder of Securities
              of such series, not less than 10 days prior to such Special Record
              Date. Notice of the proposed payment of such Defaulted Interest
              and the Special Record Date therefor having been so mailed, such
              Defaulted Interest shall be paid to the Persons in whose names the
              Securities of such series (or their respective Predecessor
              Securities) are registered at the close of business on such
              Special Record Date and shall no longer be payable pursuant to the
              following Clause (2).

                         (2) The Company may make payment of any Defaulted
              Interest on the Securities of any series in any other lawful
              manner not inconsistent with the requirements of any securities
              exchange on which such Securities may be listed, and upon such
              notice as may be required by such exchange, if, after notice given
              by the Company to the Trustee of the proposed payment pursuant to
              this Clause, such manner of payment shall be deemed practicable by
              the Trustee.

              Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

                                     -32-
<PAGE>

Section 308.  Persons Deemed Owners.
              ---------------------

              Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.  Cancellation.
              ------------

              All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

Section 310.  Computation of Interest.
              -----------------------

              Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                 ARTICLE FOUR
                          SATISFACTION AND DISCHARGE
                          --------------------------

Section 401.  Satisfaction and Discharge of Indenture.
              ---------------------------------------

              This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                         (1)  either

                                     -33-
<PAGE>

                         (A) all Securities theretofore authenticated and
              delivered (other than (i) Securities which have been destroyed,
              lost or stolen and which have been replaced or paid as provided in
              Section 306 and (ii) Securities for whose payment money has
              theretofore been deposited in trust or segregated and held in
              trust by the Company and thereafter repaid to the Company or
              discharged from such trust, as provided in Section 1003) have been
              delivered to the Trustee for cancellation; or

                         (B) all such Securities not theretofore delivered to
              the Trustee for cancellation

                                   (i)    have become due and payable, or

                                   (ii)   will become due and payable at their
                         Stated Maturity within one year, or

                                   (iii)  are to be called for redemption within
                         one year under arrangements satisfactory to the Trustee
                         for the giving of notice of redemption by the Trustee
                         in the name, and at the expense, of the Company,

and the Company, in the case of (i) (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose money
(either in United States dollars or such other currency or currency units in
which the securities of any series may be payable) in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

                              (2) the Company has paid or caused to be paid all
              other sums payable hereunder by the Company; and

                              (3) the Company has delivered to the Trustee an
              Officers' Certificate and an Opinion of Counsel, each stating that
              all conditions precedent herein provided for relating to the
              satisfaction and discharge of this Indenture have been complied
              with.

              Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

                                     -34-
<PAGE>

Section 402.  Application of Trust Money.
              --------------------------

              Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                 ARTICLE FIVE
                                   REMEDIES
                                   --------

Section 501.  Events of Default.
              -----------------

              "Event of Default", wherever used herein with respect to
Securities of any series, means any of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                         (1) default in the payment of any interest upon any
              Security of that series when it becomes due and payable, and
              continuance of such default for a period of 30 days; or

                         (2) default in the payment of the principal of or any
              premium on any Security of that series when due, whether at its
              Maturity, upon acceleration or otherwise; or

                         (3) default in the deposit of any sinking fund payment,
              when and as due by the terms of a Security of that series; or

                         (4) default in the performance, or breach, of any
              covenant, agreement or warranty of the Company for the benefit of
              the Holders of the Security in this Indenture (other than a
              covenant, agreement or warranty a default in whose performance or
              whose breach is elsewhere in this Section specifically dealt with
              or which has expressly been included in this Indenture solely for
              the benefit of series of Securities other than that series), and
              continuance of such default or breach for a period of 90 days
              after there has been given, by registered or certified mail, to
              the Company by the Trustee or to the Company and the Trustee by
              the Holders of at least 10% in principal amount of the Outstanding
              Securities of that series a written notice specifying such

                                     -35-
<PAGE>

              default or breach and requiring it to be remedied and stating that
              such notice is a "Notice of Default" hereunder; or

                    (5) the entry by a court having jurisdiction in the premises
              of (A) a decree or order for relief in respect of the Company in
              an involuntary case or proceeding under any applicable Federal or
              State bankruptcy, insolvency, reorganization or other similar law
              or (B) a decree or order adjudging the Company a bankrupt or
              insolvent, or approving as properly filed a petition seeking
              reorganization, arrangement, adjustment or composition of or in
              respect of the Company under any applicable Federal or State law,
              or appointing a custodian, receiver, liquidator, assignee,
              trustee, sequestrator or other similar official of the Company or
              of any substantial part of its property, or ordering the winding
              up or liquidation of its affairs, and the continuance of any such
              decree or order for relief or any such other decree or order
              unstayed and in effect for a period of 60 consecutive days; or

                    (6) the commencement by the Company of a voluntary case or
              proceeding under any applicable Federal or State bankruptcy,
              insolvency, reorganization or other similar law or of any other
              case or proceeding to be adjudicated a bankrupt or insolvent, or
              the consent by it to the entry of a decree or order for relief in
              respect of the Company in an involuntary case or proceeding under
              any applicable Federal or State bankruptcy, insolvency,
              reorganization or other similar law or to the commencement of any
              bankruptcy or insolvency case or proceeding against it, or the
              filing by it of a petition or answer or consent seeking
              reorganization or relief under any applicable Federal or State
              law, or the consent by it to the filing of such petition or to the
              appointment of or taking possession by a custodian, receiver,
              liquidator, assignee, trustee, sequestrator or other similar
              official of the Company or of any substantial part of its
              property, or the making by it of an assignment for the benefit of
              creditors, or the admission by it in writing of its inability to
              pay its debts generally as they become due, or the taking of
              corporate action by the Company in furtherance of any such action;
              or

                    (7) any other Event of Default provided with respect to
              Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.
              --------------------------------------------------

              If an Event of Default (other than an Event of Default specified
in Section 501(5) or 501(6)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the

                                     -36-
<PAGE>

Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5)
or 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (1) the Company has paid or deposited with the Trustee a sum
          sufficient to pay;

              (A) all overdue interest on all Securities of that series,

              (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and any interest thereon at the rate or rates
          prescribed therefor in such Securities,

              (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

              (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel; and

                  (2) all Events of Default with respect to Securities of that
          series, other than the non-payment of the principal of Securities of
          that series which have become due solely by such declaration of
          acceleration, have been cured or waived as provided in Section 513.

                                     -37-
<PAGE>

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.
              ---------------------------------------------------------------

              The Company covenants that if:

                     (1) default is made in the payment of any interest on any
              Security when such interest becomes due and payable and such
              default continues for a period of 30 days; or

                     (2) default is made in the payment of the principal of (or
              premium, if any, on) any Security whether at the Maturity or upon
              acceleration or otherwise thereof;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

              If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.  Trustee May File Proofs of Claim.
              --------------------------------

              In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the

                                     -38-
<PAGE>

Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

              No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.
              -----------------------------------------------------------

              All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.  Application of Money Collected.
              ------------------------------

              Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

              FIRST:  To the payment of all amounts due the Trustee under
     Section 607; and

              SECOND: Subject to Article Fourteen, to the payment of the amounts
     then due and unpaid for principal of and any premium and interest on the
     Securities in respect of which or for the benefit of which such money has
     been collected, ratably, without preference or priority of any kind,
     according to the amounts due and payable on such Securities for principal
     and any premium and interest, respectively.

              THIRD:  To the Company or any other Person or Persons entitled
     thereto.

                                     -39-
<PAGE>

Section 507.  Limitation on Suits.
              -------------------

              No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                      (1) such Holder has previously given written notice to the
               Trustee of a continuing Event of Default with respect to the
               Securities of that series;

                      (2) the Holders of not less than 25% in principal amount
               of the Outstanding Securities of that series shall have made
               written request to the Trustee to institute proceedings in
               respect of such Event of Default in its own name as Trustee
               hereunder;

                       (3) such Holder or Holders have offered to the Trustee
               reasonable indemnity against the costs, expenses and liabilities
               to be incurred in compliance with such request;

                       (4) the Trustee for 60 days after its receipt of such
               notice, request and offer of indemnity has failed to institute
               any such proceeding; and

                       (5) no direction inconsistent with such written request
               has been given to the Trustee during such 60-day period by the
               Holders of a majority in principal amount of the Outstanding
               Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.     Unconditional Right of Holders to Receive Principal, Premium
                 ------------------------------------------------------------
                 and Interest and to Convert.
                 ---------------------------

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to convert
such Security in accordance with the provisions in the form of Security of any
particular series pursuant to

                                     -40-
<PAGE>

Section 301(9) and to institute suit for the enforcement of any such payment and
right to convert, and such rights shall not be impaired without the consent of
such Holder.

Section 509.  Restoration of Rights and Remedies.
              ----------------------------------

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative.
              ------------------------------

              Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.
              ----------------------------

              No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 512.  Control by Holders.
              ------------------

              The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

                      (1) such direction shall not be in conflict with any rule
              of law or with this Indenture; and

                                     -41-
<PAGE>

                      (2) the Trustee may take any other action deemed proper by
              the Trustee which is not inconsistent with such direction.

Section 513.  Waiver of Past Defaults.
              -----------------------

              The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

                      (1) in the payment of the principal of or any premium or
              interest on any Security of such series, or

                      (2) in respect of a covenant or provision hereof which
              under Article Nine cannot be modified or amended without the
              consent of the Holder of each Outstanding Security of such series
              affected.

              Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 514.  Undertaking for Costs.
              ---------------------

              In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515.  Waiver of Usury, Stay or Extension Laws.
              ---------------------------------------

              The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                     -42-
<PAGE>

                                  ARTICLE SIX
                                  THE TRUSTEE
                                  -----------

Section 601.  Certain Duties and Responsibilities.
              -----------------------------------

              The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default to the actual knowledge of
a Responsible Officer of the Trustee has occurred, has not been waived and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

              No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent actions, its own negligent failure
to act or its own willful misconduct, except that:

                   (a) prior to the occurrence of an Event of Default and after
     the curing or waiving of all such Events of Default which may have
     occurred;

                       (i)  the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture, and the
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Indenture, and
          no implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

                       (ii) in the absence of bad faith on the part of the
          Trustee, the Trustee may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          any statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

                   (b) the Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer or Responsible Officers of the
     Trustee, unless it shall be proved that the Trustee was negligent in
     ascertaining the pertinent facts; and

                                     -43-
<PAGE>

                   (c) the Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority in principal
     amount of the Securities at the time outstanding relating to the time,
     method and place of conducting a proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the Trustee, under
     this Indenture.

              None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

              This Section is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act.

Section 602.  Notice of Defaults.
              ------------------

              If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 603.  Certain Rights of Trustee.
              -------------------------

              Subject to the provisions of Section 601:

                   (1) the Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

                   (2) any request or direction of the Company mentioned herein
     shall be sufficiently evidenced by a Company Request or Company Order, and
     any resolution of the Board of Directors shall be sufficiently evidenced by
     a Board Resolution;

                                     -44-
<PAGE>

                   (3) whenever in the administration of this Indenture the
     Trustee shall deem it desirable that a matter be proved or established
     prior to taking, suffering or omitting any action hereunder, the Trustee
     (unless other evidence be herein specifically prescribed) may, in the
     absence of bad faith on its part, rely upon an Officers' Certificate;

                   (4) the Trustee may consult with counsel and the advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

                   (5) the Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Indenture at the request or
     direction of any of the Holders pursuant to this Indenture, unless such
     Holders shall have offered to the Trustee reasonable security or indemnity
     against the costs, expenses and liabilities which might be incurred by it
     in compliance with such request or direction;

                   (6) the Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the sole cost and expense of
     the Company;

                   (7) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys and the Trustee shall not be responsible for any
     misconduct or negligence on the part of, or for the supervision of, any
     agent or attorney appointed with due care by it hereunder;

                   (8) in the event the Trustee is also acting as Paying Agent,
     Authenticating Agent or Security Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Indenture shall also
     be afforded to such Paying Agent, Authenticating Agent or Registrar;

                   (9) the Trustee shall not be charged with knowledge of an
     Event of Default unless a Responsible Officer of the Trustee obtains actual
     knowledge of such event or the Trustee receives written notice of such
     event from the Company or form Holders of Securities of any series so
     affected

                                     -45-
<PAGE>

          evidencing no less than 51% of the aggregate outstanding principal
          amount of Securities of such series; and

                    (10) when the Trustee incurs expenses or renders services in
         connection with an Event of Default specified in Section 501(5) or
         Section 501(6), such expenses (including the fees and expenses of its
         counsel) and the compensation for such services are intended to
         constitute expenses of administration under any bankruptcy or
         insolvency law.

Section 604.   Not Responsible for Recitals or Issuance of Securities.
               ------------------------------------------------------

               The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.   May Hold Securities.
               -------------------

               The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

Section 606.   Money Held in Trust.
               -------------------

               Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

Section 607.   Compensation and Reimbursement.
               ------------------------------

               The Company agrees:

                    (1)  to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                    (2)  except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,

                                     -46-
<PAGE>

         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                    (3)  to indemnify the Trustee and its officers, directors,
         agents, and employees for, and to hold it and its officers, directors,
         agents, and employees harmless against, any loss, liability or expense
         incurred without negligence or bad faith on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

              As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.

Section 608.  Conflicting Interests.
              ---------------------

              If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

Section 609.  Corporate Trustee Required; Eligibility.
              ---------------------------------------

              There shall at all times be a Trustee hereunder, which may be
Trustee hereunder for Securities of one or more other series. Each Trustee shall
be a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in the City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                                     -47-
<PAGE>

Section 610.  Resignation and Removal; Appointment of Successor.
              -------------------------------------------------

              No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

              The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

              The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

              If at any time:

                    (1)  the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months,

                    (2)  the Trustee shall cease to be eligible under Section
         609 and shall fail to resign after written request therefor by the
         Company or by any such Holder, or

                    (3)  the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation;

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

              If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly

                                     -48-
<PAGE>

appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

              The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its corporate trust office.

Section 611.  Acceptance of Appointment by Successor.
              --------------------------------------

              In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

              In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall

                                     -49-
<PAGE>

execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

              Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

              No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. No trustee hereunder shall be liable for the acts or
omissions of any successor Trustee.

Section 612.  Merger, Conversion, Consolidation or Succession to Business.
              -----------------------------------------------------------

              Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be

                                     -50-
<PAGE>

otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

Section 613.  Preferential Collection of Claims Against Company.
              -------------------------------------------------

              If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 614.  Appointment of Authenticating Agent.
              -----------------------------------

              The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

              Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a

                                     -51-
<PAGE>

party, or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

              An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

              The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, in accordance with
the provisions of Section 607.

              If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

              This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                           THE CHASE MANHATTAN BANK, as Trustee


                                           By ________________________________
                                                    As Authenticating Agent

                                           By ________________________________
                                                    Authorized Officer

                                     -52-
<PAGE>

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
               -------------------------------------------------


Section 701.  Company to Furnish Trustee Names and Addresses of Holders.
              ---------------------------------------------------------

              The Company will furnish or cause to be furnished to the Trustee,

                    (1)  semi-annually, not later than __________ and __________
         in each year, a list in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         each series as of the preceding __________ or __________ as the case
         may be; and

                    (2)  at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.  Preservation of Information; Communications to Holders.
              ------------------------------------------------------

              The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

              The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

              Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  Reports by Trustee.
              ------------------

              The Trustee shall transmit to Holder such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

                                     -53-
<PAGE>

              Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than the ___ day in each
calendar year, commencing in ______________.

              A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

Section 704.  Reports by Company.
              ------------------

              The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                 ARTICLE EIGHT
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
             ----------------------------------------------------

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.
              ----------------------------------------------------

              The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                    (1)  in case the Company shall consolidate with or merge
         into another Person or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, partnership or trust, shall be organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment of
         the principal of and any premium and interest on all the Securities and
         the performance or observance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

                                     -54-
<PAGE>

                           (2) immediately after giving effect to such
         transaction and treating any indebtedness which becomes an obligation
         of the Company or any Subsidiary as a result of such transaction as
         having been incurred by the Company or such Subsidiary at the time of
         such transaction, no Event of Default, and no event which, after notice
         or lapse of time or both, would become an Event of Default, shall have
         happened and be continuing; and

                           (3) the Company has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

Section 802.  Successor Substituted.
              ---------------------

              Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                 ARTICLE NINE
                            SUPPLEMENTAL INDENTURES
                            -----------------------

Section 901.  Supplemental Indentures Without Consent of Holders.
              --------------------------------------------------

              Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

                           (1) to evidence the succession of another Person to
         the Company and the assumption by any such successor of the covenants
         of the Company herein and in the Securities;

                           (2) to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are

                                     -55-
<PAGE>

         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company;

               (3)  to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series);

               (4)  to add to or change any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons, or to permit or
         facilitate the issuance of Securities in uncertificated form;

               (5)  to add to, change or eliminate any of the provisions of this
         Indenture in respect to one or more series of Securities, provided that
         any such addition, change or elimination (A) shall neither (i) apply to
         any Security or series created prior to the execution of such
         supplemental indenture and entitled to the benefit of such provision
         nor (ii) modify the rights of the Holder of any such Security with
         respect to such provision or (B) shall become effective only when there
         is no such Security Outstanding;

               (6)  to secure the Securities;

               (7)  to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301;

               (8)  to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611;

               (9) subject to Section 907, to add to, change or eliminate any of
         the provisions of Article Fourteen or change the definition of "Senior
         Indebtedness" in respect of one or more series of Securities, including
         Outstanding Securities, provided that any such addition, change or
         elimination shall not adversely affect the interests of the Holders of
         Outstanding Securities of any series in any material respect;

               (10) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or

                                     -56-
<PAGE>

     questions arising under this Indenture, provided that such action pursuant
     to this Clause (10) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect; or

                   (11)  to make provisions with respect to the conversion
         rights of Holders, including providing for the conversion of the
         Securities into any security or securities of the Company.

Section 902.  Supplemental Indentures with Consent of Holders.
              -----------------------------------------------

              With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture, or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

                   (1)   change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon (including any
         change in the index, indices or formula pursuant to which such rate is
         determined that would reduce such rate for any period) or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date) or modify the provisions of this Indenture with
         respect to the subordination of the Securities in a manner adverse to
         the Holders, or

                   (2)   reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                   (3)   modify any of the provisions of this Section, Section
         513 or Section 1008, except to increase any such percentage or to
         provide that

                                     -57-
<PAGE>

         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section and
         Section 1008, or the deletion of this proviso, in accordance with the
         requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

               It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 903.   Execution of Supplemental Indentures.
               ------------------------------------

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.   Effect of Supplemental Indentures.
               ---------------------------------

               Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 905.   Conformity with Trust Indenture Act.
               -----------------------------------

               Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

                                     -58-
<PAGE>

Section 906.   Reference in Securities to Supplemental Indentures.
               --------------------------------------------------

               Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

Section 907.   Subordination Unimpaired.
               ------------------------

               No provision in any supplemental indenture that affects the
superior position of the holders of Senior Indebtedness shall be effective
against holders of Senior Indebtedness.

                                  ARTICLE TEN
                                   COVENANTS
                                   ---------

Section 1001.  Payment of Principal, Premium and Interest.
               ------------------------------------------

               The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002.  Maintenance of Office or Agency.
               -------------------------------

               The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Institutional Trust Services office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

               The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or

                                     -59-
<PAGE>

surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

Section 1003.  Money for Securities Payments to Be Held in Trust.
               -------------------------------------------------

               If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

               Whenever the Company shall have one or more Paying Agent for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

               The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest

                                     -60-
<PAGE>

on any Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 1004.  Statement by Officers as to Default.
               -----------------------------------

               The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of such officers with a view to determining whether the Company has
kept, performed, fulfilled and observed its obligations under this Indenture and
stating as to each such officer signing such Officers' Certificate that, to the
best of such officers' knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
officer may have knowledge.

               The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an
Event of Default or default in the performance of a covenant or agreement or
condition contained in this Indenture or (ii) any default or Event of Default of
the type provided for herein specifying such default or Event of Default, notice
of such default or Event of Default.

Section 1005.  Existence.
               ---------

               Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises and the existence,
rights (charter and statutory) and franchises of its subsidiaries; provided,
however, that the Company shall not be

                                     -61-
<PAGE>

required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.

Section 1006.  Maintenance of Properties.
               -------------------------

               The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgement of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

Section 1007.  Payment of Taxes and Other Claims.
               ---------------------------------

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

Section 1008.  Waiver of Certain Covenants.
               ---------------------------

               Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such series, if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the

                                     -62-
<PAGE>

Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                ARTICLE ELEVEN
                           REDEMPTION OF SECURITIES
                           ------------------------

Section 1101.  Applicability of Article.
               ------------------------

               Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.
               -------------------------------------

               The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.
               -------------------------------------------------

               If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding

                                     -63-
<PAGE>

Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

             The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

             The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

             For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104.  Notice of Redemption.
               --------------------

             Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

             All notices of redemption shall state:

                    (1)  the Redemption Date,

                    (2)  the Redemption Price,

                    (3)  if less than all the Outstanding Securities of
          any series consisting of more than a single Security are to be
          redeemed, the identification (and, in the case of partial redemption
          of any such Securities, the principal amounts) of the particular
          Securities to be redeemed and, if less than all the Outstanding
          Securities of any series consisting of a single Security are to be
          redeemed, the principal amount of the particular Security to be
          redeemed,

                    (4)  that on the Redemption Date the Redemption Price
          will become due and payable upon each such Security to be redeemed
          and, if applicable, that interest thereon will cease to accrue on and
          after said date,

                    (5)  the place or places where each such Security is to be
          surrendered for payment of the Redemption Price, and

                                     -64-
<PAGE>

                    (6)  that the redemption is for a sinking fund, if such is
          the case.

             Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

Section 1105.  Deposit of Redemption Price.
               ---------------------------

             Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.
               -------------------------------------

             Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

             If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 1107.  Securities Redeemed in Part.
               ---------------------------

             Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized

                                     -65-
<PAGE>

denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                ARTICLE TWELVE
                                 SINKING FUNDS
                                 -------------

Section 1201.  Applicability of Article.
               ------------------------

             The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.

             The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.
               -----------------------------------------------------

             The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

             Not less than __________ days prior to each sinking fund payment
date for any Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the

                                     -66-
<PAGE>

Trustee any Securities to be so delivered. Not less than __________ days prior
to each such sinking fund payment date, the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.

                               ARTICLE THIRTEEN
                      DEFEASANCE AND COVENANT DEFEASANCE
                      ----------------------------------


Section 1301.  Applicability of Article; Company's Option to Effect Defeasance
               ---------------------------------------------------------------
               or Covenant Defeasance.
               ----------------------
             Unless otherwise provided pursuant to Section 301, this Article
Thirteen shall be applicable to the Securities of such series, and the Company
may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

             Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations,
and the provisions of Article Fourteen shall cease to be effective, with respect
to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder; (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

                                     -67-
<PAGE>

Section 1303.  Covenant Defeasance.
               -------------------

             Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Sections 1006
and 1007 (and any other Sections or covenants applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision), and any
covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit
of the Holders of such Securities, (2) the occurrence of any event specified in
Section 501(4) (with respect to Sections 1006 and 1007 (and any other Sections
or covenants applicable to such Securities that are determined pursuant to
Section 301 to be subject to this provision), and any such Covenants provided
pursuant to Sections 301(19), 901(2) or 901(7) and 501(7) shall be deemed not to
be or result in an Event of Default and (3) the provisions of Article Fourteen
shall cease to be effective, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(4) or Article Fourteen,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or Article or by reason of any reference in any such Section or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


Section 1304.  Conditions to Defeasance or Covenant Defeasance.
               -----------------------------------------------

             The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be :

                    (1)  The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of such Securities, (A) in the case of
         Securities of such series denominated in U.S. dollars, (i) money in an
         amount, (ii) U.S. Government Obligations that through the scheduled
         payment of principal and interest in respect thereof in accordance with
         their terms will provide, not later than one day before the due date of
         any payment, money in an amount, or (iii) a combination thereof, in
         each case sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and

                                     -68-
<PAGE>

         which shall be applied by the Trustee (or any such other qualifying
         trustee) to pay and discharge, the principal of and any premium and
         interest on such Securities on the respective Stated Maturities, in
         accordance with the terms of this Indenture and such Securities. As
         used herein, "U.S. Government Obligation" means (x) any security that
         is (i) a direct obligation of the United States of America for the
         payment of which the full faith and credit of the United States of
         America is pledged or (ii) an obligation of a Person controlled or
         supervised by and acting as an agency or instrumentality of the United
         States of America the payment of which is unconditionally guaranteed as
         a full faith and credit obligation by the United States of America,
         which, in either case (i) or (ii), is not callable or redeemable at the
         option of the issuer thereof, and (y) any depositary receipt issued by
         a bank (as defined in Section 3(a)(2) of the Securities Act) as
         custodian with respect to any U.S. Government Obligation which is
         specified in Clause (x) above and held by such bank for the account of
         the holder of such depositary receipt, or with respect to any specific
         payment of principal of or interest on any U.S. Government Obligation
         which is so specified and held, provided that (except as required by
         law) such custodian is not authorized to make any deduction from the
         amount payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt or (B) in the case of Securities of such series
         denominated in a currency other than the U.S. dollar, (i) money in such
         currency in an amount, or (ii) Foreign Government Obligations that
         through the scheduled payment of principal and interest in respect
         thereof in accordance with their terms will provide, not later than one
         day before the due date of any payment, money in such currency in an
         amount, or (iii) a combination thereof, in each case sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or any such other qualifying trustee) to pay and discharge,
         the principal of and any premium and interest on the Securities of such
         series on the respective Stated Maturities, in accordance with the
         terms of this Indenture and the Securities of such series. As used
         herein, "Foreign Government Obligation" means (x) any security that is
         (i) a direct obligation of the government that issued such currency for
         the payment of which full faith and credit of such government is
         pledged or (ii) an obligation of a Person controlled or supervised by
         and acting as an agency or instrumentality for such government the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by such government, which, in either case (i) or
         (ii), is not callable or redeemable at the option of the issuer
         thereof, and (y) any depositary receipt issued by a bank (as defined in
         Section 3(a)(2) of the Securities Act) as custodian with respect to any
         Foreign Government Obligation which is specified in Clause (x) and held
         by such bank for the account of the holder of such depositary receipt,
         or with respect to any specific payment of principal of or interest on
         any such Foreign

                                     -69-
<PAGE>

         Government Obligation which is so specified and held, provided that
         (except as required by law) such custodian is not authorized to make
         any deduction from the amount payable to the holder of such depositary
         receipt from any amount received by the custodian in respect of the
         Foreign Government Obligation or the specific payment of principal or
         interest evidenced by such depositary receipt.

               (2)  In the event of an election to have Section 1302 apply to
         any Securities or any series of Securities, as the case may be, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

               (3)  In the event of an election to have Section 1303 apply to
         any Securities or any series of Securities, as the case may be, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of such Securities will not recognize gain
         or loss for Federal income tax purposes as a result of the deposit and
         Covenant Defeasance to be effected with respect to such Securities and
         will be subject to Federal income tax on the same amount, in the same
         manner and at the same times as would be the case if such deposit and
         Covenant Defeasance were not to occur.

               (4)  The Company shall have delivered to the Trustee an Officer's
         Certificate to the effect that neither such Securities nor any other
         Securities of the same series, if then listed on any securities
         exchange, will be delisted as a result of such deposit.

               (5)  No event which is, or after notice or lapse of time or both
         would become, an Event of Default with respect to such Securities or
         any other Securities shall have occurred and be continuing at the time
         of such deposit or, with regard to any such event specified in Sections
         501(5) and (6), at any time on or prior to the 90th day after the date
         of such deposit (it being understood that this condition shall not be
         deemed satisfied until after such 90th day).

                                     -70-
<PAGE>

               (6)  Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

               (7)  Such Defeasance or Covenant of Defeasance shall not result
         in a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

               (8)  Such Defeasance or Covenant of Defeasance shall not result
         in the trust arising from such deposit constituting an investment
         company within the meaning of the Investment Company Act unless such
         trust shall be registered under such Act or exempt from registration
         thereunder.

               (9)  At the time of such deposit, (A) no default in the payment
         of any principal of or premium or interest on any Senior Indebtedness
         shall have occurred and be continuing, (B) no event of default with
         respect to any Senior Indebtedness shall have resulted in such Senior
         Indebtedness becoming, and continuing to be, due and payable prior to
         the date on which it would otherwise have become due and payable
         (unless payment of such Senior Indebtedness has been made or duly
         provided for), and (C) no other event of default with respect to any
         Senior Indebtedness shall have occurred and be continuing permitting
         (after notice or lapse of time or both) the holders of such Senior
         Indebtedness (or a trustee on behalf of such holders) to declare such
         Senior Indebtedness due and payable prior to the date on which it would
         otherwise have become due and payable.

               (10) The Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent with respect to such Defeasance or Covenant of Defeasance
         have been complied with.

Section 1305.  Deposited Money and U.S. Government Obligations to Be Held in
               -------------------------------------------------------------
               Trust; Miscellaneous Provisions.
               -------------------------------

             Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations or Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 1306, the
Trustee and any such other trustee are referred to collectively as the
"Trustee") pursuant to Section 1304 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying

                                     -71-
<PAGE>

Agent) as the Trustee may determine, to the Holders of such Securities, of all
sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law. Money, U.S. Government Obligations and
Foreign Government Obligations so held in trust shall not be subject to the
provisions of Article Fourteen.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.


             Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 with respect to any Securities that, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of an amount
thereof which would then be required to be deposited to effect the Defeasance or
Covenant Defeasance, as the case may be, with respect to such Securities.

Section 1306.  Reinstatement.
               -------------

             If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                               ARTICLE FOURTEEN
                          SUBORDINATION OF SECURITIES

Section 1401.  Debt Securities Subordinate to Senior Indebtedness.
               --------------------------------------------------

             The Company covenants and agrees that anything in this Indenture or
the Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by

                                     -72-
<PAGE>

the Securities of each series and any coupons appurtenant thereto is subordinate
and junior in right to payment to all Senior Indebtedness to the extent provided
herein, and each Holder of Securities of each series and coupons appurtenant
thereto, by such Holder's acceptance thereof, likewise covenants and agrees to
the subordination herein provided and shall be bound by the provisions hereof.
Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.

             In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same become due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Company by the Holders of Senior Indebtedness or
any trustee therefor, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (or premium, if any) or interest on any of
the Securities, or in respect of any redemption, repayment, retirement, purchase
or other acquisition of any of the Securities.

             In the event of

                    (a)  any insolvency, bankruptcy, receivership, liquidation,
         reorganization, readjustment, composition or other similar proceeding
         relating to the Company, its creditors or its property,

                    (b)  any proceeding for the liquidation, dissolution, or
         other winding up of the Company, voluntary or involuntary, whether or
         not involving insolvency or bankruptcy proceedings,

                    (c)  any assignment by the Company for the benefit of
         creditors, or

                    (d)  any other marshalling of the assets of the Company,

all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, and
shall be made to any Holder of any of the Securities or coupons appurtenant
thereto on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Indebtedness at the time

                                     -73-
<PAGE>

outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series or coupons appurtenant thereto shall be paid or delivered directly
to the Holders of Senior Indebtedness in accordance with the priorities then
existing among such Holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Indebtedness, the Holders of the
Securities and coupons appurtenant thereto, together with the Holders of any
obligations of the Company ranking on a parity with the Securities, shall be
entitled to be paid from the remaining assets of the Company the amounts at the
time due and owing on account of unpaid principal of (and premium, if any) and
interest on the Securities and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, shall be made on
account of any capital stock or any obligations of the Company ranking junior to
the Securities and such other obligations.

             In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness at the time outstanding with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof such payment or dissolution
or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior Indebtedness at
the time outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Indebtedness is
hereby irrevocably authorized to endorse or assign the same.

             No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Company.
Nothing contained herein shall impair, as between the Company and the Holders of
Securities of each series the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest on such Securities and
coupons appurtenant thereto or prevent the Trustee or the Holder from exercising
all rights, powers and remedies

                                     -74-
<PAGE>

otherwise permitted by applicable law or hereunder upon a default or Event of
Default hereunder, all subject to the rights of the holders of the Senior
Indebtedness to receive cash, securities or other property otherwise payable or
deliverable to the Holders.

             Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series and coupons appurtenant thereto, if any, shall be subrogated to all
rights of any holders of Senior Indebtedness to receive any further payments or
distributions applicable to the Senior Indebtedness until the indebtedness
evidenced by the Securities of such series and coupons appertaining thereto, if
any, shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Company on account of Senior
Indebtedness, and not on account of the Securities of such series.

             The Trustee and Holders will take such action (including without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness or consent to the filing of a financing statement with respect
hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

             The provisions of this Section 1401 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

             The securing of any obligations of the Company, otherwise ranking
on a parity with the Securities or ranking junior to the Securities, shall not
be deemed to prevent such obligations from constituting, respectively,
obligations ranking on a parity with the Securities or ranking junior to the
Securities.



Section 1402.  Trustee And Holders Of Debt Securities May Rely On
               --------------------------------------------------
               Certificate Of Liquidating Agent; Trustee May Require
               -----------------------------------------------------
               Further Evidence As To Ownership Of Senior Indebtedness;
               -------------------------------------------------------
               Trustee Not Fiduciary To Holders Of Senior Indebtedness.
               -------------------------------------------------------

             Upon any payment or distribution of assets of the Company
referred to in this Article Fourteen, the Trustee and the Holders shall be
entitled to rely upon an

                                     -75-
<PAGE>

order or decree made by any court of competent jurisdiction in which such
dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Fourteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee or representative on behalf of such holder) as evidence that such
Person is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payments or distributions pursuant
to this Article Fourteen, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, as to the extent to which such Person
is entitled to participate in such payment or distribution, and as to other
facts pertinent to the rights of such Person under this Article Fourteen, and if
such evidence is not furnished, the Trustee may offer any payment to such Person
pending judicial determination as to the right of such Person to receive
payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness.

Section 1403.  Payment Permitted If No Default.
               -------------------------------

             Nothing contained in this Article Fourteen or elsewhere in this
Indenture, or in any of the Securities, shall prevent (a) the Company at any
time, except during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings referred to in, or under the conditions described in
Section 1401, from making payments of the principal of (or premium, if any) or
interest on the Securities or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to payments of the principal of
or interest on the Securities, if, at the time of such deposit, the Trustee or
such Paying Agent, as the case may be, did not have the written notice provided
for in Section 1404 of any event prohibiting the making of such deposit, or if,
at the time of such deposit (whether or not in trust) by the Company with the
Trustee or any Paying Agent (other than the Company) such payment would not have
been prohibited by the provisions of this Article, and the Trustee or any Paying
Agent shall not be affected by any notice to the contrary received by it on or
after such date.

                                     -76-
<PAGE>

Section 1404.  Trustee Not Charged With Knowledge Of Prohibition.
               -------------------------------------------------

             Anything in this Article Fourteen or elsewhere in this Indenture
contained to the contrary notwithstanding, the Trustee shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of money to or by the Trustee and shall be entitled
conclusively to assume that no such facts exist and that no event specified in
Section 1401 has happened, until the Trustee shall have received an Officers'
Certificate to that effect or notice in writing to that effect signed by or on
behalf of the holder or holders, or their representatives, of Senior
Indebtedness who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
holders or representatives or from any trustee under any indenture pursuant to
which such Senior Indebtedness shall be outstanding. The Company shall give
prompt written notice to the Trustee and to the Paying Agent of any facts which
would prohibit the payment of money to or by the Trustee or any Paying Agent.

Section 1405.  Trustee to Effectuate Subordination.
               -----------------------------------

             Each Holder of Securities or coupons by such Holder's acceptance
thereof authorizes and directs the Trustee on such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
between such Holder and holders of Senior Indebtedness as provided in this
Article and appoints the Trustee its attorney-in-fact for any and all such
purposes.

Section 1406.  Rights Of Trustee As Holder Of Senior Indebtedness.
               --------------------------------------------------

             The Trustee shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at the time be held by
it, to the same extent as any other holder of Senior Indebtedness; provided that
nothing in this Article shall deprive the Trustee of any rights as such holder
and provided further that nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

Section 1407.  Article Applicable To Paying Agents.
               -----------------------------------

             In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if the Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Sections 1404 and 1406 shall not apply to the Company or any
Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.

                                     -77-
<PAGE>

Section 1408.  Subordination Rights Not Impaired By Acts Or Omissions Of The
               -------------------------------------------------------------
               Company Or Holders Of Senior Indebtedness.
               -----------------------------------------

             No right of any present or future holders of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or be otherwise charged with. The holders of Senior Indebtedness may, at
any time or from time to time and in their absolute discretion, change the
manner, place or terms of payment, change or extend the time of payment of, or
renew or alter, any such Senior Indebtedness, or amend or supplement any
instrument pursuant to which any such Senior Indebtedness is issued or by such
it may be secured, or release any security therefor, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the Holders of the Securities or the Trustee and without affecting
the obligations of the Company, the Trustee or the Holders of the Securities
under this Article.

             This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                                     -78-
<PAGE>

             IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                   NORTHROP GRUMMAN CORPORATION


                                   By __________________________________

ATTEST:

_________________

                                   THE CHASE MANHATTAN BANK, as Trustee


                                   By __________________________________

ATTEST:

_________________


                                     -79-
<PAGE>

STATE OF CALIFORNIA        )
                           )
COUNTY OF _______________  )


On ______________ before me, __________________, Notary Public, personally
appeared___________________________________,

[_] personally known to me - OR - [_] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/ they executed the same in
his/her/ their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


                                                   ____________________________



State of New York          )
                           )
County of __________       )


On ______________ before me, __________________, Notary Public, personally
appeared___________________________________,

[







[_] personally known to me - OR - [_] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/ they executed the same in
his/her/ their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


                                           ___________________________________

                                     -80-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>8
<FILENAME>dex49.txt
<DESCRIPTION>FORM OF WARRANT AGREEMENT FOR DEBT SECURITIES
<TEXT>
<PAGE>

                                                                     EXHIBIT 4-9


                            DEBT WARRANT AGREEMENT

                          dated as of _______________

                                      for

                     WARRANTS TO PURCHASE DEBT SECURITIES

                                    between


                         NORTHROP GRUMMAN CORPORATION

                                      and

                         (NAME OF DEBT WARRANT AGENT),
                             as Debt Warrant Agent

                     ALTERNATIVES REPRESENTED BY BRACKETED
                 OR BLANK SECTIONS HEREIN SHALL BE DETERMINED
                 IN CONFORMITY WITH THE APPLICABLE PROSPECTUS
                           SUPPLEMENT OR SUPPLEMENTS
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                              ----
<S>                                                                                                           <C>
Article 1. Issuance Of Debt Warrants And Execution And Delivery Of Debt Warrant
Certificates .............................................................................................       1
  1.1    Issuance Of Debt Warrants........................................................................       1
  1.2    Form Of Execution Of Debt Warrant Certificates...................................................       2
  1.3    Issuance And Delivery Of Debt Warrant Certificates...............................................       3
  1.4    Temporary Debt Warrant Certificates..............................................................       4
  1.5    Payment Of Taxes.................................................................................       4
  1.6    "Holder".........................................................................................       4
Article 2. Duration And Exercise Of Debt Warrants.........................................................       5
  2.1    Duration Of Debt Warrants........................................................................       5
  2.2    Exercise Of Debt Warrants........................................................................       5
Article 3. Other Provisions Relating To Rights Of Holders Of Debt Warrants................................       7
  3.1    No Rights As Holder Of Underlying Debt Security
         Conferred By Debt Warrants Or Debt Warrant Certificates..........................................       7
  3.2    Lost, Stolen, Destroyed Or Mutilated Debt Warrant Certificates...................................       7
  3.3    Holder Of Debt Warrants May Enforce Rights.......................................................       7
Article 4. Exchange And Transfer Of Debt Warrants.........................................................       8
  4.1    [Debt Warrant Register;] Exchange And Transfer Of Debt Warrants..................................       8
  4.2    Treatment Of Holders Of Debt Warrants............................................................       9
  4.3    Cancellation Of Debt Warrant Certificates........................................................       9
Article 5. Concerning The Debt Warrant Agent..............................................................       9
  5.1    Debt Warrant Agent...............................................................................       9
  5.2    Conditions Of Debt Warrant Agent's Obligations...................................................      10
  5.3    Resignation And Removal; Appointment Of Successor................................................      12
  5.4    Office...........................................................................................      14
Article 6. Miscellaneous..................................................................................      14
  6.1    Consolidation Or Merger Of The Company And
         Conveyance Or Transfer Permitted Subject To Certain Conditions...................................      14
  6.2    Rights And Duties Of Successor Corporation.......................................................      15
  6.3    Supplements And Amendments.......................................................................      15
  6.4    Notices And Demands To The Company And Debt Warrant Agent........................................      16
  6.5    Addresses For Notices............................................................................      16
  6.6    Governing Law....................................................................................      16
  6.7    Delivery Of Prospectus...........................................................................      16
  6.8    Governmental Approvals...........................................................................      16
  6.9    Persons Having Rights Under Debt Warrant Agreement...............................................      17
  6.10   Headings.........................................................................................      17
  6.11   Counterparts.....................................................................................      17
  6.12   Inspection Of Agreement..........................................................................      17
</TABLE>


                                      -i-
<PAGE>

          THIS DEBT WARRANT AGREEMENT, dated as of _____________, between
Northrop Grumman Corporation, a Delaware corporation (the "Company"), and
_________________, a _________________ organized and existing under the laws of
__________________, warrant agent (the "Debt Warrant Agent").

          WHEREAS, the Company has entered into an Indenture dated as of
____________________, _____ (the "Indenture") with ________________________,
trustee (the "Trustee"), providing for the issuance by the Company from time to
time, in one or more series, of debt securities evidencing its unsecured,
[senior] [subordinated] indebtedness (such debt securities being referred to as
the "Debt Securities"); and

          WHEREAS, the Company proposes to issue warrants (the "Debt Warrants")
representing the right to purchase Debt Securities of one or more series (the
"Underlying Debt Securities"); and

          WHEREAS, the Company has duly authorized the execution and delivery of
this Debt Warrant Agreement to provide for the issuance of Debt Warrants to be
exercisable at such times and for such prices, and to have such other
provisions, as shall be fixed as hereinafter provided.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

                                  ARTICLE 1.

             ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY
                         OF DEBT WARRANT CERTIFICATES

          1.1  ISSUANCE OF DEBT WARRANTS. Debt Warrants may be issued from time
to time, together with or separately from any Securities (the "Offered Debt
Securities"). Prior to the issuance of any Debt Warrants, there shall be
established by or pursuant to a resolution or resolutions duly adopted by the
Company's Board of Directors or by any committee thereof duly authorized to act
with respect thereto (a "Board Resolution"):

               (a)  the title and aggregate number of such Debt Warrants;

               (b)  whether such Debt Warrants are to be issued with any Offered
     Debt Securities and, if so, the title, aggregate principal amount and terms
     of any such Offered Debt Securities; the number of Debt Warrants to be
     issued with each $1,000 principal amount of such Offered Debt Securities
     (or such other principal amount of such Offered Debt Securities as is
     provided for in the Board Resolution); and the date, if any, on and after
     which such Debt


                                      -1-
<PAGE>

     Warrants and such Offered Debt Securities will be separately transferable
     (the "Detachable Date");

               (c)  the title, aggregate principal amount, ranking and terms
     [(including the subordination and conversion provisions)] of the Underlying
     Debt Securities that may be purchased upon exercise of such Debt Warrants;

               (d)  he time or times at which, or period or periods during
     which, such Debt Warrants may be exercised and the final date on which such
     Debt Warrants may be exercised (the "Expiration Date");

               (e)  the principal amount of Underlying Debt Securities that may
     be purchased upon exercise of each Debt Warrant and the price, or the
     manner of determining the price (the "Debt Warrant Price"), at which such
     principal amount may be purchased upon such exercise;

               (f)  the currency or currencies, including composite currencies
     or currency units, in which the price of such Debt Warrants, the principal
     of or any premium or interest on the Debt Securities purchasable upon the
     exercise of such Debt Warrants and the exercise price of such Debt
     Warrants, will be payable.

               (g)  the terms of any right to redeem such Debt Warrants; and

               (h)  any other terms of such Debt Warrants not inconsistent with
     the provisions of this Agreement.

          1.2  FORM OF EXECUTION OF DEBT WARRANT CERTIFICATES.

               (a)  The Debt Warrants shall be evidenced by warrant certificates
     (the "Debt Warrant Certificates"), which may be in registered or bearer
     form and otherwise shall be substantially in such form or forms as shall be
     established by or pursuant to a Board Resolution. Each Debt Warrant
     Certificate, whenever issued, shall be dated the date it is countersigned
     by the Debt Warrant Agent and may have such letters, numbers or other
     identifying marks and such legends or endorsements printed, lithographed or
     engraved thereon as are not inconsistent with the provisions of this
     Agreement, or as may be required to comply with any applicable law, rule or
     regulation or with any rule or regulation of any securities exchange on
     which the Debt Warrants may be listed, or to conform to usage, as the
     officer of the Company executing the same may approve (such officer's
     execution thereof to be conclusive evidence of such approval). Each Debt
     Warrant Certificate shall evidence one or more Debt Warrants.


                                      -2-
<PAGE>

               (b)  The Debt Warrant Certificates shall be signed in the name
     and on behalf of the Company by its Chairman, its President or a Vice
     President (any reference to a Vice President of the Company herein shall be
     deemed to include any Vice President of the Company whether or not
     designated by a number or a word or words added before or after the title
     "Vice President") under its corporate seal, and attested by its Secretary
     or an Assistant Secretary. Such signatures may be manual or facsimile
     signatures of the present or any future holder of any such office and may
     be imprinted or otherwise reproduced on the Debt Warrant Certificates. The
     seal of the Company may be in the form of a facsimile thereof and may be
     impressed, affixed, imprinted or otherwise reproduced on the Debt Warrant
     Certificates.

               (c)  No Debt Warrant Certificate shall be valid for any purpose,
     and no Debt Warrant evidenced thereby shall be deemed issued or
     exercisable, until such Debt Warrant Certificate has been countersigned by
     the manual or facsimile signature of the Debt Warrant Agent. Such signature
     by the Debt Warrant Agent upon any Debt Warrant Certificate executed by the
     Company shall be conclusive evidence that the Debt Warrant Certificate so
     countersigned has been duly issued hereunder.

               (d)  In case any officer of the Company who shall have signed any
     Debt Warrant Certificate either manually or by facsimile signature shall
     cease to be such officer before the Debt Warrant Certificate so signed
     shall have been countersigned and delivered by the Debt Warrant Agent, such
     Debt Warrant Certificate nevertheless may be countersigned and delivered as
     though the person who signed such Debt Warrant Certificate had not ceased
     to be such officer of the Company; and any Debt Warrant Certificate may be
     signed on behalf of the Company by such person as, at the actual date of
     the execution of such Debt Warrant Certificate, shall be the proper officer
     of the Company, although at the date of the execution of this Agreement
     such person was not such an officer.

          1.3  ISSUANCE AND DELIVERY OF DEBT WARRANT CERTIFICATES. At any time
and from time to time after the execution and delivery of this Agreement, the
Company may deliver Debt Warrant Certificates executed by the Company to the
Debt Warrant Agent for countersignature. Except as provided in the following
sentence, the Debt Warrant Agent shall thereupon countersign and deliver such
Debt Warrant Certificates to or upon the written request of the Company.

Subsequent to the original issuance of a Debt Warrant Certificate evidencing
Debt Warrants, the Debt Warrant Agent shall countersign a new Debt Warrant
Certificate evidencing such Debt Warrants only if such Debt Warrant Certificate
is issued in exchange or substitution for one or more previously countersigned
Debt Warrant


                                      -3-
<PAGE>

Certificates evidencing such Debt Warrants or in connection with their transfer,
as hereinafter provided.

          1.4  TEMPORARY DEBT WARRANT CERTIFICATES. Pending the preparation of
definitive Debt Warrant Certificates, the Company may execute, and upon the
order of the Company the Debt Warrant Agent shall countersign and deliver,
temporary Debt Warrant Certificates that are printed, lithographed, typewritten,
mimeographed or otherwise produced, substantially of the tenor of the definitive
Debt Warrant Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officer executing such Debt Warrant Certificates may determine, as evidenced by
such officer's execution of such Debt Warrant Certificates.

          If temporary Debt Warrant Certificates are issued, the Company will
cause definitive Debt Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Debt Warrant Certificates, the
temporary Debt Warrant Certificates shall be exchangeable for definitive Debt
Warrant Certificates upon surrender of the temporary Debt Warrant Certificates
at the corporate trust office of the Debt Warrant Agent [or _____], without
charge to the Holder, as defined in Section 1.6 hereof. Upon surrender for
cancellation of any one or more temporary Debt Warrant Certificates, the Company
shall execute, and the Debt Warrant Agent shall countersign and deliver in
exchange therefor, definitive Debt Warrant Certificates representing the same
aggregate number of Debt Warrants. Until such exchanges, the temporary Debt
Warrant Certificates shall in all respects be entitled to the same benefits
under this Agreement as definitive Debt Warrant Certificates.

          1.5  PAYMENT OF TAXES. The Company will pay all stamp and other
duties, if any, to which this Agreement or the original issuance of the Debt
Warrants or Debt Warrant Certificates may be subject under the laws of the
United States of America or any state or locality.

          1.6  "HOLDER". The term "Holder" or "Holders," as used herein with
reference to a Debt Warrant Certificate, shall mean [if registered Debt
Warrants--the person or persons in whose name such Debt Warrant Certificate
shall then be registered as set forth in the Debt Warrant Register to be
maintained by the Debt Warrant Agent pursuant to Section 4.1 for that purpose
[if bearer Debt Warrants -- the bearer of such Debt Warrant Certificate] or, in
the case of Debt Warrants that are issued with Offered Debt Securities and
cannot then be transferred separately therefrom, [if registered Offered Debt
Securities and Debt Warrants that are not then detachable -- the person or
persons in whose name the related Offered Debt Securities shall be registered as
set forth in the security register to be maintained by the Trustee for such
Offered Debt Securities pursuant to the Indenture] [if bearer Offered Debt
Securities and Debt Warrants that are not then detachable -- the bearer of the
related Offered Debt Security], prior to the Detachable Date. [If registered
Offered Debt


                                      -4-
<PAGE>

Securities and Debt Warrants that are not then detachable -- the Company will,
or will cause the security registrar of any such Offered Debt Securities to,
make available to the Debt Warrant Agent at all times (including on and after
the Detachable Date, in the case of Debt Warrants originally issued with Offered
Debt Securities and not subsequently transferred separately therefrom) such
information as to holders of Offered Debt Securities with Debt Warrants as may
be necessary to keep the Warrant Register up to date.]

                                  ARTICLE 2.

                    DURATION AND EXERCISE OF DEBT WARRANTS

          2.1  DURATION OF DEBT WARRANTS. Each Debt Warrant may be exercise at
the time or times, or during the period or periods, provided by or pursuant to
the Board Resolution relating thereto and specified in the Debt Warrant
Certificate evidencing such Debt Warrant. Each Debt Warrant not exercised at or
before 5:00 P.M., New York City time, on its Expiration Date shall become void,
and all rights of the Holder of such Debt Warrant thereunder and under this
Agreement shall cease.

          2.2  EXERCISE OF DEBT WARRANTS.

               (a)  The Holder of a Debt Warrant shall have the right, at its
     option, to exercise such Debt Warrant and, subject to subsection (f) of
     this Section 2.2, purchase the principal amount of Underlying Debt
     Securities provided for therein at the time or times or during the period
     or periods referred to in Section 2.1 and specified in the Debt Warrant
     Certificate evidencing such Debt Warrant. Except as may be provided in a
     Debt Warrant Certificate, a Debt Warrant may be exercised by completing the
     form of election to purchase set forth on the reverse side of the Debt
     Warrant Certificate, by duly executing and delivering the same, together
     with payment in full of the Debt Warrant Price in lawful money of the
     [United States of America,] in cash or by certified or official bank check
     or by bank wire transfer, to the Debt Warrant Agent. Except as may be
     provided in a Debt Warrant Certificate, the date on which such Debt Warrant
     Certificate and payment are received by the Debt Warrant Agent as aforesaid
     shall be deemed to be the date on which the Debt Warrant is exercised and
     the Underlying Debt Securities issued.

               (b)  Upon the exercise of a Debt Warrant, the Company shall
     issue, pursuant to the Indenture, in authorized denominations to or upon
     the order of the Holder of such Debt Warrant, the Underlying Debt
     Securities to which such Holder is entitled, in the form required under
     such Indenture, registered, in the case of Underlying Debt Securities in
     registered form, in such name or names as may be directed by such Holder.


                                      -5-
<PAGE>

               (c)  If fewer than all of the Debt Warrants evidenced by a Debt
     Warrant Certificate are exercised, the Company shall execute, and an
     authorized officer of the Debt Warrant Agent shall countersign and deliver,
     a new Debt Warrant Certificate evidencing the number of Debt Warrants
     remaining unexercised.

               (d)  The Debt Warrant Agent shall deposit all funds received by
     it in payment of the Debt Warrant Price in the account of the Company
     maintained with it for such purpose and shall advise the Company by
     telephone by 5:00 P.M., New York City time, of each day on which a payment
     of the Debt Warrant Price for Debt Warrants is received of the amount so
     deposited in its account. The Debt Warrant Agent shall promptly confirm
     such telephone advice in writing to the Company.

               (e)  The Debt Warrant Agent shall, from time to time, as promptly
     as practicable, advise the Company and the Trustee of (i) the number of
     Debt Warrants of each title exercised as provided herein, (ii) the
     instructions of each Holder with respect to delivery of the Underlying debt
     Securities to which such Holder is entitled upon such exercise, (iii) the
     delivery of Debt Warrant Certificates evidencing the balance, if any, of
     the Debt Warrants remaining unexercised after such exercise, and (iv) such
     other information as the Company or the Trustee shall reasonably require.
     Such notice may be given by telephone, to be promptly confirmed in writing.

               (f)  The Holder, and not the Company, shall be required to pay
     any stamp or other tax or other governmental charge that may be imposed in
     connection with any transfer involved in the issuance of the Underlying
     Debt Securities; and in the event that any such transfer is involved, the
     Company shall not be required to issue any Underlying Debt Securities (and
     the Holder's purchase of the Underlying Debt Securities upon the exercise
     of such Holder's Debt Warrant shall not be deemed to have been consummated)
     until such tax or other charge shall have been paid or it has been
     established to the Company's satisfaction that no such tax or other charge
     is due.

                                  ARTICLE 3.

                OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                               OF DEBT WARRANTS

          3.1  NO RIGHTS AS HOLDER OF UNDERLYING DEBT SECURITY CONFERRED BY DEBT
WARRANTS OR DEBT WARRANT CERTIFICATES. No Debt Warrant or Debt Warrant
Certificate shall entitle the Holder to any of the rights of a holder of
Underlying Debt Securities, including, without limitation, the right to receive
the payment of principal of (or premium, if any,


                                      -6-
<PAGE>

on) or interest, if any, on Underlying Debt Securities or to enforce any of the
covenants in the Indenture.

          3.2  LOST, STOLEN, DESTROYED OR MUTILATED DEBT WARRANT CERTIFICATES.
Upon receipt by the Company and the Debt Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Debt Warrant Certificate and of indemnity (other than in
connection with any mutilated Debt Warrant certificates surrendered to the Debt
Warrant Agent for cancellation) reasonably satisfactory to them, the Company
shall execute, and the Debt Warrant Agent shall countersign and deliver, in
exchange for or in lieu of each lost, stolen, destroyed or mutilated Debt
Warrant Certificate, a new Debt Warrant Certificate evidencing a like number of
Debt Warrants of the same title. Upon the issuance of a new Debt Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in connection therewith and any other expenses (including the fees
and expenses of the Debt Warrant Agent) in connection therewith. Every
substitute Debt Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Debt Warrant Certificate shall
represent a contractual obligation of the Company, whether or not such lost,
stolen or destroyed Debt Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Debt Warrant Certificates, duly executed
and delivered hereunder, evidencing Debt Warrants of the same title. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of lost,
stolen, destroyed or mutilated Debt Warrant Certificates.

          3.3  HOLDER OF DEBT WARRANTS MAY ENFORCE RIGHTS. Notwithstanding any
of the provisions of this Agreement, a Holder, without the consent of the Debt
Warrant Agent, the Trustee, the holder of any Underlying Debt Securities or the
Holder of any other Debt Warrant, may, on its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise in respect of, its right to
exercise its Debt Warrant or Debt Warrants in the manner provided in this
Agreement and its Debt Warrant Certificate.

                                  ARTICLE 4.

                    EXCHANGE AND TRANSFER OF DEBT WARRANTS

          4.1  [DEBT WARRANT REGISTER;] EXCHANGE AND TRANSFER OF DEBT WARRANTS.
[If registered Debt Warrants -- The Debt Warrant Agent shall maintain, at its
corporate trust office [or at _________________], a register (the "Debt Warrant
Register") in which, upon the issuance of Debt Warrants,


                                      -7-
<PAGE>

or on and after the Detachable Date in the case of Debt Warrants not separately
transferable prior thereto, and, subject to such reasonable regulations as the
Debt Warrant Agent may prescribe, it shall register Debt Warrant Certificates
and exchanges and transfers thereof. The Debt Warrant Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.]

          Except as provided in the following sentence, upon surrender at the
corporate trust office of the Debt Warrant Agent [or at ____________________],
Debt Warrant Certificates may be exchanged for one or more other Debt Warrant
Certificates evidencing the same aggregate number of Debt Warrants of the same
title, or may be transferred in whole or in part. A Debt Warrant Certificate
evidencing Debt Warrants that are not then transferable separately from the
Offered Debt Security with which they were issued may be exchanged or
transferred prior to its Detachable Date only together with such Offered Debt
Security and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Debt Security; and on or prior to the
Detachable Date, [if registered Offered Debt Securities and Debt Warrants --each
exchange or transfer of such Offered Debt Security on the security register of
the Offered Debt Securities shall operate also to exchange or transfer the
related Debt Warrants] [if bearer Offered Debt Securities and Debt Warrants --an
exchange or transfer of possession of the related Offered Debt Security shall
operate also to exchange or transfer the related Debt Warrants]. [If registered
Debt Warrants -- A transfer shall be registered upon surrender of a Debt Warrant
Certificate to the Debt Warrant Agent at its corporate trust office [or at
________________] for transfer, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Debt Warrant Agent.] Whenever a Debt Warrant
Certificate is surrendered for exchange or transfer, the Debt Warrant Agent
shall countersign and deliver to the person or persons entitled thereto one or
more Debt Warrant Certificates duly executed by the Company, as so requested.
The Debt Warrant Agent shall not be required to effect any exchange or transfer
which will result in the issuance of a Debt Warrant Certificate evidencing a
fraction of a Debt Warrant. All Debt Warrant Certificates issued upon any
exchange or transfer of a Debt Warrant Certificate shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Debt Warrant Certificate surrendered
for such exchange or transfer.

          No service charge shall be made for any exchange or transfer of Debt
Warrants, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
exchange or transfer, in accordance with Section 2.2(f) hereof.

          4.2  TREATMENT OF HOLDERS OF DEBT WARRANTS.  Every Holder of a Debt
Warrant, by accepting the Debt Warrant Certificate evidencing the

                                      -8-
<PAGE>

same, consents and agrees with the Company, the Debt Warrant Agent and with
every other Holder of Debt Warrants of the same title that the Company and the
Debt Warrant Agent may treat the Holder of a Debt Warrant Certificate (or, if
the Debt Warrant Certificate is not then detachable, the Holder of the related
Offered Debt Security) as the absolute owner of such Debt Warrant for all
purposes and as the person entitled to exercise the rights represented by such
Debt Warrant, any notice to the contrary notwithstanding.

          4.3  CANCELLATION OF DEBT WARRANT CERTIFICATES. In the event that the
Company shall purchase, redeem or otherwise acquire any Debt Warrants after the
issuance thereof, the Debt Warrant Certificate or Certificates evidencing such
Debt Warrants shall thereupon be delivered to the Debt Warrant Agent and be
canceled by it. The Debt Warrant Agent shall also cancel any Debt Warrant
Certificate (including any mutilated Debt Warrant Certificate) delivered to it
for exercise, in whole or in part, or for exchange [or transfer] [if Debt
Warrant Certificates are issued in bearer form -- , except that Debt Warrant
Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant
Certificates of other denominations may be retained by the Debt Warrant Agent
for reissue]. Debt Warrant Certificates so canceled shall be delivered by the
Debt Warrant Agent to the Company from time to time, or disposed of in
accordance with the instructions of the Company.

                                  ARTICLE 5.

                       CONCERNING THE DEBT WARRANT AGENT


          5.1  DEBT WARRANT AGENT. The Company hereby appoints
_________________________________ as Debt Warrant Agent of the Company in
respect of the Debt Warrants and the Debt Warrant Certificates upon the terms
and subject to the conditions set forth herein; and ____________________ hereby
accepts such appointment. The Debt Warrant Agent shall have the powers and
authority granted to and conferred upon it hereby and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in any Debt Warrant Certificate are subject to and
governed by the terms and provisions hereof.

          5.2  CONDITIONS OF DEBT WARRANT AGENT'S OBLIGATIONS. The Debt Warrant
Agent accepts its obligations set forth herein upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders shall be subject:

                                      -9-
<PAGE>

               (a)  COMPENSATION AND INDEMNIFICATION. The Company agrees to
     promptly pay the Debt Warrant Agent the compensation to be set forth as an
     exhibit hereto and to reimburse the Debt Warrant Agent for reasonable out-
     of-pocket expenses (including counsel fees) incurred by the Debt Warrant
     Agent in connection with the services rendered hereunder by the Debt
     Warrant Agent. The Company also agrees to indemnify the Debt Warrant Agent
     for, and to hold it harmless against, any loss, liability or expense
     (including the reasonable costs and expenses of defending against any claim
     of liability) incurred without negligence or bad faith on the part of the
     Debt Warrant Agent arising out of or in connection with its appointment as
     Debt Warrant Agent hereunder.

               (b)  AGENT FOR THE COMPANY. In acting under this Agreement and in
     connection with any Debt Warrant Certificate, the Debt Warrant Agent is
     acting solely as agent of the Company and does not assume any obligation or
     relationship of agency or trust for or with any Holder.

               (c)  COUNSEL. The Debt Warrant Agent may consult with counsel
     satisfactory to it, and the advice of such counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in accordance with
     the advice of such counsel.

               (d)  DOCUMENTS. The Debt Warrant Agent shall be protected and
     shall incur no liability for or in respect of any action taken, suffered or
     omitted by it in reliance upon any notice, direction, consent, certificate,
     affidavit, statement or other paper or document reasonably believed by it
     to be genuine and to have been presented or signed by the proper parties.

               (e)  OFFICER'S CERTIFICATE. Whenever in the performance of its
     duties hereunder the Debt Warrant Agent shall reasonably deem it necessary
     that any fact or matter be proved or established by the Company prior to
     taking, suffering or omitting any action hereunder, the Debt Warrant Agent
     may (unless other evidence in respect thereof be herein specifically
     prescribed), in the absence of bad faith on its party, rely upon a
     certificate signed by the Chairman, the President, a Vice President, the
     Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
     of the Company (an "Officer's Certificate") delivered by the Company to the
     Debt Warrant Agent.

               (f)  ACTIONS THROUGH AGENTS. The Debt Warrant Agent may execute
     and exercise any of the rights or powers hereby vested in it or perform any
     duty hereunder either itself or by or through its attorneys or agents, and
     the Debt Warrant Agent shall not be answerable or accountable for

                                     -10-
<PAGE>

     any act, default, neglect or misconduct of any such attorney or agent or
     for any loss to the Company resulting from such neglect or misconduct;
     provided, however, that reasonable care shall have been exercised in the
     selection and continued employment of such attorneys and agents.

               (g)  CERTAIN TRANSACTIONS. The Debt Warrant Agent, and any
     officer, director or employee thereof, may become the owner of, or acquire
     any interest in, any Debt Warrant, with the same rights that he, she or it
     would have if it were not the Debt Warrant Agent, and, to the extent
     permitted by applicable law, he, she or it may engage or be interested in
     any financial or other transaction with the Company and may serve on, or as
     depositary, trustee or agent for, any committee or body of holders of
     Underlying Debt Securities or other obligations of the Company as if it
     were not the Debt Warrant Agent. Nothing in this Agreement shall be deemed
     to prevent the Debt Warrant Agent from acting as Trustee under the
     Indenture.

               (h)  NO LIABILITY FOR INTEREST. The Debt Warrant Agent shall not
     be liable for interest on any monies at any time received by it pursuant to
     any of the provisions of this Agreement or of the Debt Warrant
     Certificates, except as otherwise agreed with the Company.

               (i)  NO LIABILITY FOR INVALIDITY.  The Debt Warrant Agent shall
     incur no liability with respect to the validity of this Agreement (except
     as to the due execution hereof by the Debt Warrant Agent) or any Debt
     Warrant Certificate (except as to the countersignature thereof by the Debt
     Warrant Agent).

               (j)  NO RESPONSIBILITY FOR COMPANY REPRESENTATIONS. The Debt
     Warrant Agent shall not be responsible for any of the recitals or
     representations contained herein (except as to such statements or recitals
     as describe the Debt Warrant Agent or action taken or to be taken by it) or
     in any Debt Warrant Certificate (except as to the Debt Warrant Agent's
     countersignature on such Debt Warrant Certificate), all of which recitals
     and representations are made solely by the Company.

               (k)  NO IMPLIED OBLIGATIONS. The Debt Warrant Agent shall be
     obligated to perform only such duties as are specifically set forth herein,
     and no other duties or obligations shall be implied. The Debt Warrant Agent
     shall not be under any obligation to take any action hereunder that may
     subject it to any expense or liability, the payment of which within a
     reasonable time is not, in its reasonable opinion, assured to it. The Debt
     Warrant Agent shall not be accountable or under any duty or responsibility
     for the use by the Company of any Debt Warrant Certificate countersigned by
     the Debt Warrant Agent and delivered by it to the Company pursuant to this
     Agreement or for the

                                     -11-
<PAGE>

     application by the Company of the proceeds of the issuance or exercise of
     Debt Warrants. The Debt Warrant Agent shall have no duty or responsibility
     in case of any default by the Company in the performance of its covenants
     or agreements contained herein or in any Debt Warrant Certificate or in
     case of the receipt of any written demand from a Holder with respect to
     such default, including, without limiting the generality of the foregoing,
     any duty or responsibility to initiate or attempt to initiate any
     proceedings at law or otherwise or, except as provided in Section 6.4
     hereof, to make any demand upon the Company.

               (l)  COMPLIANCE WITH APPLICABLE LAWS. The Debt Warrant Agent
     agrees to comply with all applicable federal and state laws imposing
     obligations on it in respect of the services rendered by it under this Debt
     Warrant Agreement and in connection with the Debt Warrants, including (but
     not limited to) the provisions of United States federal income tax laws
     regarding information reporting and backup withholding. The Debt Warrant
     Agent expressly assumes all liability for its failure to comply with any
     such laws imposing obligations on it, including (but not limited to) any
     liability for failure to comply with any applicable provisions of United
     States federal income tax laws regarding information reporting and backup
     withholding.

          5.3  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

               (a) The Debt Warrant Agent may at any time resign as such by
     giving written notice to the Company, specifying the date on which such
     resignation shall become effective; provided that such date shall not be
     less than 90 days after the date on which such notice is given, unless the
     Company agrees to accept a shorter notice. The Debt Warrant Agent may be
     removed at any time by the filing with it of an instrument in writing
     signed on behalf of the Company and specifying such removal and the date
     when it shall become effective. Notwithstanding the two preceding
     sentences, such resignation or removal shall take effect only upon the
     appointment by the Company, as hereinafter provided, of a successor Debt
     Warrant Agent (which shall be a bank or trust company organized and doing
     business under the laws of the United States of America, any state thereof
     or the District of Columbia, authorized under the laws of such jurisdiction
     to exercise corporate trust powers and having at the time of its
     appointment as Debt Warrant Agent a combined capital and surplus (as set
     forth in its most recent published report of condition) of at least
     $50,000,000 and the acceptance of such appointment by such successor Debt
     Warrant Agent.

               (b) In case at any time the Debt Warrant Agent shall resign, or
     shall be removed, or shall become incapable of acting, or shall be adjudged
     a

                                     -12-
<PAGE>

     bankrupt or insolvent, or shall file a petition seeking relief under Title
     11 of the United States Code, as now constituted or hereafter amended, or
     under any other applicable federal or state bankruptcy law or similar law,
     or make an assignment for the benefit of its creditors, or consent to the
     appointment of a receiver or custodian for all or any substantial part of
     its property, or shall admit in writing its inability to pay or meet its
     debts as they mature, or if a receiver or custodian for it or for all or
     any substantial part of its property shall be appointed, or if an order of
     any court shall be entered for relief against it under the provisions of
     Title 11 of the United States Code, as now constituted or hereafter
     amended, or under any other applicable federal or state bankruptcy or
     similar law, or if any public officer shall have taken charge or control of
     the Debt Warrant Agent or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, a successor Debt Warrant
     Agent, qualified as aforesaid, shall be appointed by the Company by an
     instrument in writing, filed with the successor Debt Warrant Agent. Upon
     the appointment as aforesaid of a successor Debt Warrant Agent and
     acceptance by the successor Debt Warrant Agent of such appointment, the
     Debt Warrant Agent so superseded shall cease to be Debt Warrant Agent
     hereunder.

               (c) Any successor Debt Warrant Agent appointed hereunder shall
     execute, acknowledge and deliver to its predecessor and to the Company an
     instrument accepting such appointment hereunder, and thereupon such
     successor Debt Warrant Agent, without any further act, deed or conveyance,
     shall become vested with all the authority, rights, powers, trusts,
     immunities, duties and obligations of such predecessor with like effect as
     if originally named as Debt Warrant Agent hereunder, and such predecessor,
     upon payment of its charges and disbursements then unpaid, shall thereupon
     become obligated to transfer, deliver and pay over, and such successor Debt
     Warrant Agent shall be entitled to receive, [the Debt Warrant Register and]
     all monies, securities and other property on deposit with or held by such
     predecessor (together with any books and records relating thereto), as Debt
     Warrant Agent hereunder.

               (d) The Company shall cause notice of the appointment of any
     successor Debt Warrant Agent to be [if registered Debt Warrants -- mailed
     by first-class mail, postage prepaid, to each Holder at its address
     appearing on the Debt Warrant Register or, in the case of Debt Warrants
     that are issued with Offered Debt Securities and cannot then be transferred
     separately therefrom, on the security register for the Offered Securities]
     [if bearer Debt Warrants -- published in an Authorized Newspaper (as
     defined in the Indenture) in The City of New York [and in such other city
     or cities as may be specified by the Company] at least twice within any
     seven-day period]. Such notice shall set forth the name and address of the
     successor Debt Warrant Agent. Failure to give any notice provided for in
     this Section 5.3(d), or any defect therein, shall

                                     -13-
<PAGE>

     not, however, affect the legality or validity of the appointment of the
     successor Debt Warrant Agent.

               (e) Any corporation into which the Debt Warrant Agent may be
     merged or converted, or any corporation with which the Debt Warrant Agent
     may be consolidated, or any corporation resulting from any merger,
     conversion or consolidation to which the Debt Warrant Agent shall be a
     party, or any corporation to which the Debt Warrant Agent shall sell or
     otherwise transfer all or substantially all of its assets and business,
     shall be the successor Debt Warrant Agent under this Agreement without the
     execution or filing of any paper, the giving of any notice to Holders or
     any further act on the part of the parties hereto, provided that such
     corporation be qualified as aforesaid.

          5.4  OFFICE. The Company will maintain an office or agency where Debt
Warrant Certificates may be presented for exchange[, transfer] or exercise.  The
office initially designated for this purpose shall be the corporate trust office
of the Debt Warrant Agent at ____________________________.

                                   ARTICLE 6.

                                 MISCELLANEOUS

          6.1  CONSOLIDATION OR MERGER OF THE COMPANY AND CONVEYANCE OR TRANSFER
PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent permitted in the
Indenture, the Company may consolidate with or merge into another corporation or
other entity, or convey or transfer all or substantially all of its properties
and assets to any other corporation or other entity .

          6.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any such
consolidation, merger, conveyance or transfer and upon any assumption of the
duties and obligations of the Company by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein, and the Company shall be
relieved of any further obligation under this Agreement and the Debt Warrants.
Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Underlying Debt Securities issuable pursuant to the terms hereof.  All the
Underlying Debt Securities so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Underlying Debt Securities
theretofore or thereafter issued in accordance with the terms of this Agreement
and the Indenture.  In case of any such consolidation, merger, conveyance or
transfer, such changes in phraseology and form (but not in substance) may be
made in the Underlying Debt Securities thereafter to be issued as may be
appropriate.

                                     -14-
<PAGE>

          6.3  SUPPLEMENTS AND AMENDMENTS.

               (a)  The Company and the Debt Warrant Agent from time to time may
     supplement or amend this Agreement without the approval of any Holder in
     order to cure any ambiguity, to correct or supplement any provision
     contained herein that may be defective or inconsistent with any other
     provision herein, or to make any other provision in regard to matters or
     questions arising hereunder that the Company and the Debt Warrant Agent may
     deem necessary or desirable and that shall not adversely affect the
     interests of the Holders. Every Holder of Debt Warrants, whether issued
     before or after any such supplement or amendment, shall be bound thereby.
     Promptly after the effectiveness of any supplement or amendment that
     affects the interests of the Holders, the Company shall give notice
     thereof, as provided in Section 5.3(d) hereof, to the Holders affected
     thereby, setting forth, in general terms, the substance of such supplement
     or amendment.

               (b)  The Company and the Debt Warrant Agent may modify or amend
     this Agreement and the Debt Warrant Certificates with the consent of the
     Holders of not fewer than a majority in number of the then outstanding
     unexercised Debt Warrants affected by such modification or amendment, for
     any purpose; provided, however, that no such modification or amendment that
     shortens the period of time during which the Debt Warrants may be
     exercised, or otherwise materially and adversely affects the exercise
     rights of the Holders or reduces the percentage of Holders of outstanding
     Debt Warrants the consent of which is required for modification or
     amendment of this Agreement or the Debt Warrants, may be made without the
     consent of each Holder affected thereby.

          6.4  NOTICES AND DEMANDS TO THE COMPANY AND DEBT WARRANT AGENT. If
the Debt Warrant Agent shall receive any notice or demand addressed to the
Company by a Holder pursuant to the provisions of this Agreement or a Debt
Warrant Certificate (other than notices relating to the exchange[, transfer] or
exercise of Debt Warrants), the Debt Warrant Agent shall promptly forward such
notice or demand to the Company.

          6.5  ADDRESSES FOR NOTICES.  Any communications from the Company to
the Debt Warrant Agent with respect to this Agreement shall be directed to
_______________, Attention: ________________, and any communications from the
Debt Warrant Agent to the Company with respect to this Agreement shall be
directed to Northrop Grumman Corporation, 1840 Century Park East, Los Angeles,
California 90067, Attention:  ____________, with a copy to the Secretary (or
such other address as shall be specified in writing by the Debt Warrant Agent or
by the Company).

                                     -15-
<PAGE>

          6.6  GOVERNING LAW. This Agreement and the Debt Warrants shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such state.

          6.7  DELIVERY OF PROSPECTUS. The Company will furnish to the Debt
Warrant Agent sufficient copies of a prospectus or prospectuses relating to the
Underlying Debt Securities deliverable upon exercise of any outstanding Debt
Warrants (each a "Prospectus"), and the Debt Warrant Agent agrees to deliver to
the Holder of a Debt Warrant, prior to or concurrently with the Delivery of the
Underlying Debt Securities issued upon the exercise thereof, a copy of the
Prospectus relating to such Underlying Debt Securities.

          6.8  GOVERNMENTAL APPROVALS. The Company will take such action as may
be necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities, and will make all filings
under federal and state securities laws (including, without limitations, the
maintenance of the effectiveness of a registration statement in respect of the
Underlying Debt Securities under the Securities Act of 1933), as may be or
become requisite in connection with the issuance, sale, transfer and delivery of
Debt Warrants and Debt Warrant Certificates, the exercise of Debt Warrants and
the issuance, sale and delivery of Underlying Debt Securities issued upon
exercise of Debt Warrants.

          6.9  PERSONS HAVING RIGHTS UNDER DEBT WARRANT AGREEMENT. Nothing in
this Agreement, expressed or implied, and nothing that may be inferred from any
of the provisions hereof, is intended or shall be construed to confer upon or
give to any person or corporation other than the Company, the Debt Warrant Agent
and the Holders any right, remedy or claim under or by reason of this Agreement
or any covenant, condition, stipulation, promise or agreement herein; and all
covenants, conditions, stipulations, promises and agreements herein shall be for
the sole and exclusive benefit of the Company, the Debt Warrant Agent and their
respective successors and the Holders.

          6.10 HEADINGS. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

          6.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and, when a counterpart has been executed by each party hereto, all
such counterparts taken together shall constitute one and the same agreement.

          6.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available during business hours at the office of the Debt Warrant Agent for
inspection by any Holder.  The Debt Warrant Agent may require such Holder to
submit its Debt Warrant Certificate for inspection prior to making such copy
available.

                                     -16-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

                                                NORTHROP GRUMMAN CORPORATION


                                                By ____________________________

                                                _______________________________
                                                [Printed Name and Title]

Attest:

Name:______________________

Title:_______________________

                                                _______________________________
                                                [Name of Debt Warrant Agent]

                                                By _____________________________

                                                   _____________________________
                                                      Printed Name and Title]

Attest:

Name:______________________

Title:_______________________


                                     -17-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>9
<FILENAME>dex410.txt
<DESCRIPTION>FORM OF WARRANT AGREEMENT FOR EQUITY SECURITIES
<TEXT>
<PAGE>

                                                                    Exhibit 4.10


                           EQUITY WARRANT AGREEMENT

                       dated as of ______________, ____

                                      FOR

                             WARRANTS TO PURCHASE

        [UP TO _________ SHARES OF COMMON STOCK AND/OR PREFERRED STOCK]

                          EXPIRING ____________, ____

                                    between

                         NORTHROP GRUMMAN CORPORATION

                                      and

                      (NAME OF EQUITY WARRANT AGENT), as
                             Equity Warrant Agent

    ALTERNATIVES REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE
     DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR
                                  SUPPLEMENTS
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                                                             Page
                                                                                                                             ----
<S>         <C>                                                                                                             <C>
ARTICLE 1.  Issuance of Equity Warrants and Execution and Delivery of Equity Warrant Certificates........................      1
     1.1    Issuance of Equity Warrants..................................................................................      1
     1.2    Form and Execution of Equity Warrant Certificates............................................................      2
     1.3    Issuance and Delivery of Equity Warrant Certificates.........................................................      3
     1.4    Temporary Equity Warrant Certificates........................................................................      4
     1.5    Payment of Taxes.............................................................................................      4
     1.6    "Holder".....................................................................................................      4
ARTICLE 2.  Duration and Exercise of Equity Warrants.....................................................................      5
     2.1    Duration of Equity Warrants..................................................................................      5
     2.2    Exercise of Equity Warrants..................................................................................      5
     2.3    Equity Warrant Adjustments...................................................................................      6
ARTICLE 3.  Other Provisions Relating to Rights of Holders of Equity Warrants............................................      7
     3.1    No Rights as Holder of Equity Securities Conferred by Equity
            Warrants or Equity Warrant Certificates......................................................................      7
     3.2    Lost, Stolen, Destroyed or Mutilated Equity Warrant Certificates.............................................      7
     3.3    Holders of Equity Warrants May Enforce Rights................................................................      8
     3.4    Merger, Consolidation, Sale, Transfer or Conveyance..........................................................      8
     3.5    Treatment of Holders of Equity Warrant Certificates..........................................................      9
ARTICLE 4.  Exchange and Transfer of Equity Warrants.....................................................................      9
     4.1    Equity Warrant Register, Exchange and Transfer of Equity Warrants............................................      9
     4.2    Treatment of Holders of Equity Warrants......................................................................     10
     4.3    Cancellation of Equity Warrant Certificates..................................................................     11
ARTICLE 5.  Concerning the Equity Warrant Agent..........................................................................     11
     5.1    Equity Warrant Agent.........................................................................................     11
     5.2    Conditions of Equity Warrant Agent's Obligations.............................................................     11
     5.3    Compliance with Applicable Laws..............................................................................     13
     5.4    Resignation and Appointment of Successor.....................................................................     14
ARTICLE 6.  Miscellaneous................................................................................................     15
     6.1    Amendment....................................................................................................     15
     6.2    Notices and Demands to the Company and Equity Warrant Agent..................................................     16
     6.3    Addresses for Notices........................................................................................     16
     6.4    Governing Law................................................................................................     16
     6.5    Governmental Approvals.......................................................................................     16
     6.6    Persons Having Rights Under Equity Warrant Agreement.........................................................     17
     6.7    Delivery of Prospectus.......................................................................................     17
     6.8    Headings.....................................................................................................     17
     6.9    Counterparts.................................................................................................     17
     6.10   Inspection of Agreement......................................................................................     17
</TABLE>

                                      -i-
<PAGE>

          THIS EQUITY WARRANT AGREEMENT, dated as of ___________________,
between Northrop Grumman Corporation, a Delaware corporation (the "Company"),
and ____________________, a ________________ organized and existing under the
laws of ______________________, as warrant agent (the "Equity Warrant Agent").

          WHEREAS, the Company proposes to sell [title of preferred stock,
common stock or other securities being offered (the "Offered Securities") with]
certificates evidencing one or more warrants (the "Equity Warrants" or,
individually, an "Equity Warrant") representing the right to purchase shares of
the common stock, par value $1.00 per share, of the Company (the "Common Stock")
and/or preferred stock, par value $1.00 per share, of the Company (the
"Preferred Stock"), such warrant certificates and other warrant certificates
issued pursuant to this Agreement being herein called the "Equity Warrant
Certificates"; the Common Stock and the Preferred Stock being referred to
herein, individually or together, as the "Equity Securities", and

          WHEREAS, the Company has duly authorized the execution and delivery of
this Equity Warrant Agreement to provide for the issuance of Equity Warrants to
be exercisable at such times and for such prices, and to have such other
provisions, as shall be fixed as hereinafter provided.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                  ARTICLE 1.

                 ISSUANCE OF EQUITY WARRANTS AND EXECUTION AND
                    DELIVERY OF EQUITY WARRANT CERTIFICATES

          1.1  ISSUANCE OF EQUITY WARRANTS. Equity Warrants may be issued from
time to time, together with or separately from Offered Securities. Prior to the
issuance of any Equity Warrants, there shall be established by or pursuant to a
resolution or resolutions duly adopted by the Company's Board of Directors or by
any committee thereof duly authorized to act with respect thereto (a "Board
Resolution"):

               (a) The title and aggregate number of such Equity Warrants.

               (b) The offering price of such Equity Warrant.

               (c) The number of shares of Equity Securities that may be
     purchased upon exercise of such Equity Warrants; the price, or the manner
     of determining the price (the "Equity Warrant Price") at which such shares
     of Equity Securities may be purchased upon exercise of the Equity Warrants;
     and any minimum number of such Equity Warrants that are exercisable at any
     one time.

                                      -1-
<PAGE>

               (d) The currency or currencies, including composite currencies or
     currency units, in which the price of such Equity Warrants may be payable.

               (e) The time or times at which, or period or periods during
     which, such Equity Warrants may be exercised and the final date on which
     such Equity Warrants may be exercised (the "Expiration Date").

               (f) The terms of any right to redeem such Equity Warrants.

               (g) Whether such Equity Warrants are to be issued with any
     Offered Securities and, if so, the number and terms of any such Offered
     Securities and the number of Equity Warrants to be issued with each Offered
     Security.

               (h) The date, if any, on and after which the Equity Warrants and
     the Offered Securities will be separately transferable (the "Detachable
     Date").

               (i) The terms of any right of the Company to accelerate the
     Equity Warrants upon the occurrence of certain events.

               (j) Any other terms of such Equity Warrants not inconsistent with
     the provisions of this Agreement.

          1.2  FORM AND EXECUTION OF EQUITY WARRANT CERTIFICATES.

               (a) The Equity Warrants shall be evidenced by warrant
     certificates (the "Equity Warrant Certificates"), which shall be in
     registered form and substantially in such form or forms as shall be
     established by or pursuant to a Board Resolution.  Each Equity Warrant
     Certificate, whenever issued, shall be dated the date it is countersigned
     by the Equity Warrant Agent and may have such letters, numbers or other
     marks of identification and such legends or endorsements printed,
     lithographed or engraved thereon as are not inconsistent with the
     provisions of this Agreement, or as may be required to comply with any law
     or with any rule or regulation made pursuant thereto or with any rule or
     regulation of any securities exchange on which the Equity Warrants may be
     listed, or to conform to usage, as the officer of the Company executing the
     same may approve (his execution thereof to be conclusive evidence or such
     approval).  Each Equity Warrant Certificate shall evidence one or more
     Equity Warrants.

               (b) The Equity Warrant Certificates shall be signed in the name
     and on behalf of the Company by its Chairman, its President or a Vice
     President (any reference to a Vice President of the Company herein shall be
     deemed to include any Vice President of the Company whether or not

                                      -2-
<PAGE>

     designated by a number or a word or words added before or after the title
     "Vice President") under its corporate seal, and attested by its Secretary
     or an Assistant Secretary. Such signatures may be manual or facsimile
     signatures of the present or any future holder of any such office and may
     be imprinted or otherwise reproduced on the Equity Warrant Certificates.
     The seal of the Company may be in the form of a facsimile thereof and may
     be impressed, affixed, imprinted or otherwise reproduced on the Equity
     Warrant Certificates.

               (c) No Equity Warrant Certificate shall be valid for any purpose,
     and no Equity Warrant evidenced thereby shall be deemed issued or
     exercisable, until such Equity Warrant Certificate has been countersigned
     by the manual or facsimile signature of the Equity Warrant Agent.  Such
     signature by the Equity Warrant Agent upon any Equity Warrant Certificate
     executed by the Company shall be conclusive evidence that the Equity
     Warrant Certificate so countersigned has been duly issued hereunder.

               (d) In case any officer of the Company who shall have signed any
     Equity Warrant Certificate either manually or by facsimile signature shall
     cease to be such officer before the Equity Warrant Certificate so signed
     shall have been countersigned and delivered by the Equity Warrant Agent,
     such Equity Warrant Certificate nevertheless may be countersigned and
     delivered as though the person who signed such Equity Warrant Certificate
     had not ceased to be such officer of the Company; and any Equity Warrant
     Certificate may be signed on behalf of the Company by such person as, at
     the actual date of the execution of such Equity Warrant Certificate, shall
     be the proper officer of the Company, although at the date of the execution
     of this Agreement such person was not such an officer.

          1.3  ISSUANCE AND DELIVERY OF EQUITY WARRANT CERTIFICATES. At any time
and from time to time after the execution and delivery of this Agreement, the
Company may deliver Equity Warrant Certificates executed by the Company to the
Equity Warrant Agent for countersignature. Except as provided in the following
sentence, the Equity Warrant Agent shall thereupon countersign and deliver such
Equity Warrant Certificates to or upon the written request of the Company.
Subsequent to the original issuance of an Equity Warrant Certificate evidencing
Equity Warrants, the Equity Warrant Agent shall countersign a new Equity Warrant
Certificate evidencing such Equity Warrants only if such Equity Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Equity Warrant Certificates evidencing such Equity Warrants or in
connection with their transfer, as hereinafter provided.

          1.4  TEMPORARY EQUITY WARRANT CERTIFICATES. Pending the preparation of
definitive Equity Warrant Certificate, the Company may execute, and upon the
order of the Company the Equity Warrant Agent shall countersign and deliver,
temporary Equity Warrant Certificates that are printed,


                                      -3-
<PAGE>

lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the definitive Equity Warrant Certificates in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officer executing such Equity Warrant Certificates may
determine, as evidenced by his execution of such Equity Warrant Certificates.

          If temporary Equity Warrant Certificates are issued, the Company will
cause definitive Equity Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Equity Warrant Certificates, the
temporary Equity Warrant Certificates shall be exchangeable for definitive
Equity Warrant Certificates upon surrender of the temporary Equity Warrant
Certificates at the corporate trust office of the Equity Warrant Agent [or],
without charge to the Holder, as defined in Section 1.6 hereof. Upon surrender
for cancellation of any one or more temporary Equity Warrant Certificates, the
Company shall execute and the Equity Warrant Agent shall countersign and deliver
in exchange therefor definitive Equity Warrant Certificates representing the
same aggregate number of Equity Warrants. Until so exchanged, the temporary
Equity Warrant Certificates shall in all respects be entitled to the same
benefits under this Agreement as definitive Equity Warrant Certificates.

          1.5  PAYMENT OF TAXES. The Company will pay all stamp and other
duties, if any, to which this Agreement or the original issuance of the Equity
Warrants or Equity Warrant Certificates may be subject under the laws of the
United States of America or any state or locality.

          1.6  "HOLDER". The term "Holder" or "Holders" as used herein with
reference to an Equity Warrant certificate shall mean the person or persons in
whose name such Equity Warrant Certificate shall then be registered as set forth
in the Equity Warrant Register to be maintained by the Equity Warrant Agent
pursuant to Section 4.1 for that purpose or, in the case of Equity Warrants that
are issued with Offered Securities and cannot then be transferred separately
therefrom, [IF REGISTERED OFFERED SECURITIES AND EQUITY WARRANTS THAT ARE NOT
THEN DETACHABLE -- the person or persons in whose name the related Offered
Securities shall be registered as set forth in the security register for such
Offered Securities, prior to the Detachable Date.] [IF REGISTERED OFFERED
SECURITIES AND EQUITY WARRANTS THAT ARE NOT THEN DETACHABLE -- the Company will,
or will cause the security registrar of any such Offered Securities to, make
available to the Equity Warrant Agent at all times (including on and after the
Detachable Date, in the case of Equity Warrants originally issued with Offered
Securities and not subsequently transferred separately therefrom] such
information as to holders of Offered Securities with Equity Warrants as may be
necessary to keep the Warrant Register up to date.]

                                      -4-
<PAGE>

                                  ARTICLE 2.

                   DURATION AND EXERCISE OF EQUITY WARRANTS

          2.1  DURATION OF EQUITY WARRANTS. Each Equity Warrant may be exercised
at the time or times, or during the period or periods, provided by or pursuant
to the Board Resolution relating thereto and specified in the Equity Warrant
Certificate evidencing such Equity Warrant. Each Equity Warrant not exercised at
or before 5:00 P.M., New York City time, on its Expiration Date shall become
void, and all rights of the Holder of such Equity Warrant thereunder and under
this Agreement shall cease, provided that the Company reserves the right to, and
may, in its sole discretion, at any time and from time to time, at such time or
times as the Company so determines, extend the expiration date of the Equity
Warrants for such periods of time as it chooses; further provided that in no
case may the expiration date of the Equity Warrants (as extended) be extended
beyond five years from the expiration date set forth above. Whenever the
expiration date of the Equity Warrants is so extended, the Company shall at
least 20 days prior to the then expiration date cause to be mailed to the Equity
Warrant Agent and the registered Holders of the Equity Warrants in accordance
with the provisions of Section 5.3 hereof a notice stating that the expiration
date has been extended and setting forth the new expiration date. No adjustment
shall be made for any dividends on any Equity Securities issuable upon exercise
of any Equity Warrant.

          2.2  EXERCISE OF EQUITY WARRANTS.

               (a) The Holder of an Equity Warrant shall have the right, at its
     option, to exercise such Equity Warrant and, subject to subsection (e) of
     this Section 2.2, purchase the number of shares of Equity Securities
     provided for therein at the time or times or during the period or periods
     referred to in Section 2.1 and specified in the Equity Warrant Certificate
     evidencing such Equity Warrant. If specified in the Equity Warrant
     Certificate, no fewer than the minimum number of Equity Warrants may be
     exercised by or on behalf of any one Holder at any one time. Except as may
     be provided in an Equity Warrant Certificate, an Equity Warrant may be
     exercised by completing the form of election to purchase set forth on the
     reverse side of the Equity Warrant Certificate, by duly executing the same,
     and by delivering the same, together with payment in full of the Equity
     Warrant Price, in lawful money of the [United States of America,] in cash
     or by certified or official bank check or by bank wire transfer, to the
     Equity Warrant Agent. Except as may be provided in an Equity Warrant
     Certificate, the date on which such Equity Warrant Certificate and payment
     are received by the Equity Warrant Agent as aforesaid shall be deemed to be
     the date on which the Equity Warrant is exercised and the relevant shares
     of Equity Securities are issued.

                                      -5-
<PAGE>

               (b) Upon the exercise of an Equity Warrant, the Company shall, as
     soon as practicable, issue, to or upon the order of the Holder of such
     Equity Warrant, the shares of Equity Securities to which such Holder is
     entitled, registered, in the case of shares of Equity Securities in
     registered form, in such name or names as may be directed by such Holder.

               (c) The Equity Warrant Agent shall deposit all funds received by
     it in payment of the Equity Warrant Price for Equity Warrants in the amount
     of the Company maintained with it for such purpose and shall advise the
     Company by telephone by 5:00 P.M., New York City time, of each day on which
     a payment of the Equity Warrant Price for Equity Warrants is received of
     the amount so deposited in its account.  The Equity Warrant Agent shall
     promptly confirm such telephone advice in writing to the Company.

               (d) The Equity Warrant Agent shall, from time to time, as
     promptly as practicable, advise the Company of (i) the number of Equity
     Warrants of each title exercised as provided herein, (ii) the instructions
     of each Holder of such Equity Warrants with respect to delivery of the
     Equity Securities issued upon exercise of such Equity Warrants to which
     such Holder is entitled upon such exercise, and (iii) such other
     information as the Company or such Trustee shall reasonably require.  Such
     advice may be given by telephone to be promptly confirmed in writing.

               (e) The Company will pay all documentary stamp taxes attributable
     to the initial issuance of Equity Warrants; provided, however, that the
     holder, and not the Company, shall be required to pay any stamp or other
     tax or other governmental charge that may be imposed in connection with any
     transfer involved in the issuance of the Equity Securities; and in the
     event that any such transfer is involved, the Company shall not be required
     to issue any Equity Securities (and the holder's purchase of the shares of
     Equity Securities issued upon the exercise of such holder's Equity Warrant
     shall not be deemed to have been consummated) until such tax or other
     charge shall have been paid or it has been established to the Company's
     satisfaction that no such tax or other charge is due.

          2.3  EQUITY WARRANT ADJUSTMENTS. The terms and conditions, if any, on
which the exercise price of and/or the number of shares of Equity Securities
covered by an Equity Warrant are subject to adjustments will be set forth in the
Prospectus Supplement relating thereto. Such terms will include the adjustment
mechanism for the exercise price of, and the number of shares of Equity
Securities covered by, an Equity Warrant, the events requiring such adjustments,
the events upon which the Company may, in lieu of making such adjustments, make
proper provisions so that the Holder, upon exercise of such holder's Equity
Warrant, would be treated as if such Holder had been a holder of the Equity
Securities received upon such exercise, prior to the occurrence of such events,
and provisions affecting

                                      -6-
<PAGE>

exercise of the Equity Warrants in the event of certain events affecting the
Equity Securities.

                                  ARTICLE 3.

                OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                              OF EQUITY WARRANTS

          3.1  NO RIGHTS AS HOLDER OF EQUITY SECURITIES CONFERRED BY EQUITY
WARRANTS OR EQUITY WARRANT CERTIFICATES. No Equity Warrant or Equity Warrant
Certificate shall entitle the Holder to any of the rights of a holder of Equity
Securities, including, without limitation, voting, dividend or liquidation
rights.

          3.2  LOST, STOLEN, DESTROYED OR MUTILATED EQUITY WARRANT CERTIFICATES.
Upon receipt by the Company and the Equity Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Equity Warrant Certificate and of indemnity (other than in
connection with any mutilated Equity Warrant certificates surrendered to the
Equity Warrant Agent for cancellation) reasonably satisfactory to them, the
Company shall execute, and the Equity Warrant Agent shall countersign and
deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated
Equity Warrant Certificate, a new Equity Warrant Certificate evidencing a like
number of Equity Warrants of the same title. Upon the issuance of a new Equity
Warrant Certificate under this Section, the Company may require the payment of a
sum sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection therewith and any other expenses (including the
fees and expenses of the Equity Warrant Agent) in connection therewith. Every
substitute Equity Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Equity Warrant Certificate
shall represent a contractual obligation of the Company, whether or not such
lost, stolen or destroyed Equity Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Equity Warrant Certificates,
duly executed and delivered hereunder, evidencing Equity Warrants of the same
title. The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement of
lost, stolen, destroyed or mutilated Equity Warrant Certificates.

          3.3  HOLDERS OF EQUITY WARRANTS MAY ENFORCE RIGHTS. Notwithstanding
any of the provisions of this Agreement, any Holder may, without the consent of
the Equity Warrant Agent, enforce and may institute and maintain any suit,
action or proceeding against the Company suitable to enforce, or otherwise in
respect of his right to exercise his Equity Warrants as provided in the Equity
Warrants and in this Agreement.

                                      -7-
<PAGE>

          3.4  MERGER, CONSOLIDATION, SALE, TRANSFER OR CONVEYANCE.

               (a) In case any of the following shall occur while any Equity
     Warrants are outstanding:  (i) any reclassification or change of the
     outstanding shares of Equity Securities; or (ii) any consolidation or
     merger to which the Company is party (other than a consolidation or a
     merger in which the Company is the continuing corporation and which does
     not result in any reclassification of, or change in, the outstanding shares
     of Equity Securities issuable upon exercise of the Equity Warrants); or
     (iii) any sale, conveyance or lease to another corporation of the property
     of the Company as an entirety or substantially as an entirety; then the
     Company, or such successor or purchasing corporation, as the case may be,
     shall make appropriate provision by amendment of this Agreement or
     otherwise so that the Holders of the Equity Warrants then outstanding shall
     have the right at any time thereafter, upon exercise of such Equity
     Warrants, to purchase the kind and amount of shares of stock and other
     securities and property receivable upon such a reclassification, change,
     consolidation, merger, sale, conveyance or lease as would be received by a
     holder of the number of shares of Equity Securities issuable upon exercise
     of such Equity Warrant immediately prior to such reclassification, change,
     consolidation, merger, sale, conveyance or lease, and, in the case of a
     consolidation, merger, sale, conveyance or lease, the Company shall
     thereupon be relieved of any further obligation hereunder or under the
     Equity Warrants, and the Company as the predecessor corporation may
     thereupon or at any time thereafter be dissolved, wound up or liquidated.
     Such successor or assuming corporation thereupon may cause to be signed,
     and may issue either in its own name or in the name of the Company, any or
     all of the Equity Warrants issuable hereunder which theretofore shall not
     have been signed by the Company, and may execute and deliver Equity
     Securities in its own name, in fulfillment of its obligations to deliver
     Equity Securities upon exercise of the Equity Warrants.  All the Equity
     Warrants so issued shall in all respects have the same legal rank and
     benefit under this Agreement as the Equity Warrants theretofore or
     thereafter issued in accordance with the terms of this Agreement as though
     all of such Equity Warrants had been issued at the date of the execution
     hereof. In any case of any such reclassification, change, consolidation,
     merger, conveyance, transfer or lease, such changes in phraseology and form
     (but not in substance) may be made in the Equity Warrants thereafter to be
     issued as may be appropriate.

               (b) The Equity Warrant Agent may receive a written opinion of
     legal counsel as conclusive evidence that any such merger, consolidation,
     sale, transfer, conveyance or other disposition of substantially all of the
     assets of the Company complies with the provisions of this Section 3.2.

                                      -8-
<PAGE>

          3.5  TREATMENT OF HOLDERS OF EQUITY WARRANT CERTIFICATES.

               (a) In the event that the Equity Warrants are offered together
     with, and, prior to the Detachable Date, are not detachable to, offered
     Securities, the Company, the Equity Warrant Agent and all other persons
     may, prior to such Detachable Date, treat the holder of the Offered
     Security as the Holder of the Equity Warrant Certificates initially
     attached thereto for any purpose and as the person entitled to exercise the
     rights represented by the Equity Warrants evidenced by such Equity Warrant
     Certificates, any notice to the contrary notwithstanding.  After the
     Detachable Date and prior to due presentment of an Equity Warrant
     Certificate for registration of transfer, the Company and the Equity
     Warrant Agent may treat the registered Holder of an Equity Warrant
     Certificate as the absolute Holder thereof for any purpose and as the
     person entitled to exercise the rights represented by the Equity Warrants
     evidenced thereby, any notice to the contrary notwithstanding.

               (b) In all other cases, the Company and the Equity Warrant Agent
     may treat the registered Holder of an Equity Warrant Certificate as the
     absolute Holder thereof for any purpose and as the person entitled to
     exercise the rights represented by the Equity Warrants evidenced thereby,
     any notice to the contrary notwithstanding.

                                   ARTICLE 4.

                    EXCHANGE AND TRANSFER OF EQUITY WARRANTS

    4.1  EQUITY WARRANT REGISTER; EXCHANGE AND TRANSFER OF EQUITY WARRANTS.
The Equity Warrant Agent shall maintain, at its corporate trust office [or at
_________________], a register (the "Equity Warrant Register") in which, upon
the issuance of Equity Warrants, or on and after the Detachable Date in the case
of Equity Warrants not separately transferable prior thereto, and, subject to
such reasonable regulations as the Equity Warrant Agent may prescribe, it shall
register Equity Warrant Certificates and exchanges and transfers thereof.  The
Equity Warrant Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time.

          Except as provided in the following sentence, upon surrender at the
corporate trust office of the Equity Warrant Agent [or at
_______________________], Equity Warrant Certificates may be exchanged for one
or more other Equity Warrant Certificates evidencing the same aggregate number
of Equity Warrants of the same title, or may be transferred in whole or in part.
An Equity Warrant Certificate evidencing Equity Warrants that are not then
transferable separately from the Offered Security with which they were issued
may be exchanged or transferred prior to its Detachable Date only together with
such Offered Security and only for the purpose of

                                      -9-
<PAGE>

effecting, or in conjunction with, an exchange or transfer of such Offered
Security; and on or prior to the Detachable Date, each exchange or transfer of
such Offered Security on the Security Register of the Offered Securities shall
operate also to exchange or transfer the related Equity Warrants. A transfer
shall be registered upon surrender of an Equity Warrant Certificate to the
Equity Warrant Agent at its corporate trust office [or at _______________] for
transfer, properly endorsed or accompanied by appropriate instruments of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Equity Warrant Agent. Whenever an Equity Warrant Certificate is
surrendered for exchange or transfer, the Equity Warrant Agent shall countersign
and deliver to the person or person entitled thereto one or more Equity Warrant
Certificates duly executed by the Company, as so requested. The Equity Warrant
Agent shall not be required to effect any exchange or transfer which will result
in the issuance of an Equity Warrant Certificate evidencing a fraction of an
Equity Warrant. All Equity Warrant Certificates issued upon any exchange or
transfer of an Equity Warrant Certificate shall be the valid obligations of the
Company, evidencing the same obligations, and entitled to the same benefits
under this Agreement, as the Equity Warrant Certificate surrendered for such
exchange or transfer.

          No service charge shall be made for any exchange or transfer of Equity
Warrants, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
exchange or transfer, in accordance with Section 2.2(f) hereof.

          4.2  TREATMENT OF HOLDERS OF EQUITY WARRANTS. Every Holder of an
Equity Warrant, by accepting the Equity Warrant Certificate evidencing the same,
consents and agrees with the Company, the Equity Warrant Agent and with every
other Holder of Equity Warrants of the same title that the Company and the
Equity Warrant Agent may treat the holder of an Equity Warrant Certificate (or
if the Equity Warrant Certificate is not then detachable, the Holder of the
related Offered Security) as the absolute owner of such Equity Warrant for all
purposes and as the person entitled to exercise the rights represented by such
Equity Warrant, any notice to the contrary notwithstanding.

          4.3  CANCELLATION OF EQUITY WARRANT CERTIFICATES. In the event that
the Company shall purchase, redeem or otherwise acquire any Equity Warrants
after the issuance thereof, the Equity Warrant Certificate or Certificates
evidencing such Equity Warrants shall thereupon be delivered to the Equity
Warrant Agent and be canceled by it. The Equity Warrant Agent shall also cancel
any Equity Warrant Certificate (including any mutilated Equity Warrant
Certificate) delivered to it for exercise, in whole or in part, or for exchange
or transfer. Equity Warrant Certificates so canceled shall be delivered by the
Equity Warrant Agent to the Company from time to time, or disposed of in
accordance with the instructions of the Company.

                                     -10-
<PAGE>

                                  ARTICLE 5.

                      CONCERNING THE EQUITY WARRANT AGENT

          5.1  EQUITY WARRANT AGENT. The Company hereby appoints
______________________ as Equity Warrant Agent of the Company in respect of the
Equity Warrants upon the terms and subject to the conditions set forth herein;
and _______________ hereby accepts such appointment. The Equity Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Equity Warrant Certificates and hereby and such further powers and authority
acceptable to it to act on behalf of the Company as the Company may hereafter
grant to or confer upon it. All of the terms and provisions with respect to such
powers and authority contained in the Equity Warrant Certificates are subject to
and governed by the terms and provisions hereof.

          5.2  CONDITIONS OF EQUITY WARRANT AGENT'S OBLIGATIONS. The Equity
Warrant Agent accepts its obligations set forth herein upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders shall be subject:

               (a) COMPENSATION AND INDEMNIFICATION.  The Company agrees to
     promptly pay the Equity Warrant Agent the compensation to be set forth in
     an exhibit hereto and to reimburse the Equity Warrant Agent for reasonable
     out-of-pocket expenses (including counsel fees) incurred by the Equity
     Warrant Agent in connection with the services rendered hereunder by the
     Equity Warrant Agent.  The Company also agrees to indemnify the Equity
     Warrant Agent for, and to hold it harmless against, any loss, liability or
     expenses (including the reasonable costs and expense of defending against
     any claim of liability) incurred without negligence or bad faith on the
     part of the Equity Warrant Agent arising our of or in connection with its
     appointment as Equity Warrant Agent hereunder.

               (b) AGENT FOR THE COMPANY.  In acting under this Agreement and in
     connection with any Equity Warrant Certificate, the Equity Warrant Agent is
     acting solely as agent of the Company and does not assume any obligation or
     relationship of agency or trust for or with any Holder.

               (c) COUNSEL.  The Equity Warrant Agent may consult with counsel
     satisfactory to it, and the advice of such counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in accordance with
     the advice of such counsel.

               (d) DOCUMENTS.  The Equity Warrant Agent shall be protected and
     shall incur no liability for or in respect of any action taken,

                                     -11-
<PAGE>

     suffered or omitted by it in reliance upon any notice, direction, consent,
     certification, affidavit, statement or other paper or document reasonably
     believed by it to be genuine and to have been presented or signed by the
     proper parties.

               (e) OFFICER'S CERTIFICATE.  Whenever in the performance of its
     duties hereunder the Equity Warrant Agent shall reasonably deem it
     necessary that any fact or matter be proved or established by the Company
     prior to taking, suffering or omitting any action hereunder, the Equity
     Warrant Agent may (unless other evidence in respect thereof be herein
     specifically prescribed), in the absence of bad faith on its part, rely
     upon a certificate signed by the Chairman, the President, a Vice President,
     the Treasurer, and Assistant Treasurer, the Secretary or an Assistant
     Secretary of the Company (an "Officer's Certificate") delivered by the
     Company to the Equity Warrant Agent.

               (f) ACTIONS THROUGH AGENTS.  The Equity Warrant Agent may execute
     and exercise any of the rights or powers hereby vested in it or perform any
     duty hereunder either itself or by or through its attorneys or agents, and
     the Equity Warrant Agent shall not be answerable or accountable for any
     act, default, neglect or misconduct or any such attorney or agent or for
     any loss to the Company resulting from such neglect or misconduct;
     provided, however, that reasonable care shall have been exercised in the
     selection and continued employment of such attorneys and agents.

               (g) CERTAIN TRANSACTIONS.  The Equity Warrant Agent, and any
     officer, director or employee thereof, may become the owner of, or acquire
     interest in, any Equity Warrant, with the same rights that he, she or it
     would have if it were not the Equity Warrant Agent, and, to the extent
     permitted by applicable law, he, she or it may engage or be interested in
     any financial or other transaction with the Company and may serve on, or as
     depositary, trustee or agent for, any committee or body of holders of Debt
     Securities or other obligations of the Company as if it were not the Equity
     Warrant Agent.

               (h) NO LIABILITY FOR INTEREST.  The Equity Warrant Agent shall
     not be liable for interest on any monies at any time received by it
     pursuant to any of the provisions of this Agreement or of the Equity
     Warrant Certificates, except as otherwise agreed with the Company.

               (i) NO LIABILITY FOR INVALIDITY.  The Equity Warrant Agent shall
     incur no liability with respect to the validity of this Agreement (except
     as to the due execution hereof by the Equity Warrant Agent) or any Equity
     Warrant Certificate (except as to the countersignature thereof by the
     Equity Warrant Agent).

                                     -12-
<PAGE>

               (j) NO RESPONSIBILITY FOR COMPANY REPRESENTATIONS.  The Equity
     Warrant Agent shall not be responsible for any of the recitals or
     representations contained herein (except as to such statements or recitals
     as describe the Equity Warrant Agent or action taken or to be taken by it)
     or in any Equity Warrant Certificate (except as to the Equity Warrant
     Agent's countersignature on such Equity Warrant Certificate), all of which
     recitals and representations are made solely by the Company.

               (k) NO IMPLIED OBLIGATIONS.  The Equity Warrant Agent shall be
     obligated to perform only such duties as are specifically set forth herein,
     and no other duties or obligations shall be implied.  The Equity Warrant
     Agent shall not be under any obligation to take any action hereunder that
     may subject it to any expense or liability, the payment of which within a
     reasonable time is not, in its reasonable opinion, assured to it.  The
     Equity Warrant Agent shall not be accountable or under any duty or
     responsibility for the use by the Company of any Equity Warrant Certificate
     countersigned by the Equity Warrant Agent and delivered by it to the
     Company pursuant to this Agreement or for the Application by the Company of
     the proceeds of the issuance or exercise of Equity Warrants.  The Equity
     Warrant Agent shall have no duty or responsibility in case of any default
     by the Company in the performance of its covenants or agreements contained
     herein or in any Equity Warrant Certificate or in case of the receipt of
     any written demand from a Holder with respect to such default, including,
     without limiting the generality of the foregoing, any duty or
     responsibility to initiate or attempt to initiate any proceedings at law or
     otherwise or, except as provided in Section 6.2 hereof, to make any demand
     upon the Company.

          5.3  COMPLIANCE WITH APPLICABLE LAWS. The Equity Warrant Agent agrees
to comply with all applicable federal and state laws imposing obligations on it
in respect of the services rendered by it under this Equity Warrant Agreement
and in connection with the Equity Warrants, including (but not limited to) the
provisions of United States federal income tax laws regarding information
reporting and backup withholding. The Equity Warrant Agent expressly assumes all
liability for its failure to comply with any such laws imposing obligations on
it, including (but not limited to) any liability for failure to comply with any
applicable provisions of United States federal income tax laws regarding
information reporting and backup withholding.

          5.4  RESIGNATION AND APPOINTMENT OF SUCCESSOR.

               (a) The Company agrees, for the benefit of the Holders of the
     Equity Warrants, that there shall at all times be an Equity Warrant Agent
     hereunder until all the Equity Warrants are no longer exercisable.

                                     -13-
<PAGE>

               (b) The Equity Warrant Agent may at any time resign as such agent
     by giving written notice to the Company of such intention on its part,
     specifying the date on which its desired resignation shall become
     effective, subject to the appointment of a successor Equity Warrant Agent
     and acceptance of such appointment by such successor Equity Warrant Agent,
     as hereinafter provided.  The Equity Warrant Agent hereunder may be removed
     at any time by the filing with it of an instrument in writing signed by or
     on behalf of the Company and specifying such removal and the date when it
     shall become effective.  Such resignation or removal shall take effect upon
     the appointment by the Company, as hereinafter provided, of a successor
     Equity Warrant Agent (which shall be a banking institution organized under
     the laws of the United States of America, or one of the states thereof and
     having an office or an agent's office in the Borough of Manhattan, the City
     of New York) and the acceptance of such appointment by such successor
     Equity Warrant Agent.  In the event a successor Equity Warrant Agent has
     not been appointed and has not accepted its duties within 90 days of the
     Equity Warrant Agent's notice of resignation, the Equity Warrant Agent may
     apply to any court of competent jurisdiction for the designation of a
     successor Equity Warrant Agent.  The obligation of the Company under
     Section 5.2(a) shall continue to the extent set forth therein
     notwithstanding the resignation or removal of the Equity Warrant Agent.

               (c) In case at any time the Equity Warrant Agent shall resign, or
     shall be removed, or shall become incapable of acting, or shall be adjudged
     bankrupt or insolvent, or make an assignment for the benefit of its
     creditors or consent to the appointment of a receiver or custodian of all
     or any substantial part of its property, or shall admit in writing its
     inability to pay or meet its debts as they mature, or if a receiver or
     custodian of it or all or any substantial part of its property shall be
     appointed, or if any public officer shall have taken charge or control of
     the Equity Warrant Agent or of its property or affairs, for the purpose of
     rehabilitation, conservation or liquidation, a successor Equity Warrant
     Agent, qualified as aforesaid, shall be appointed by the Company by an
     instrument in writing, filed with the successor Equity Warrant Agent.  Upon
     the appointment as aforesaid of a successor Equity Warrant Agent and
     acceptance by the latter of such appointment, the Equity Warrant Agent so
     superseded shall cease to be the Equity Warrant Agent hereunder.

               (d) Any successor Equity Warrant Agent appointed hereunder shall
     execute, acknowledge and deliver to its predecessor and to the Company an
     instrument accepting such appointment hereunder, and thereupon such
     successor Equity Warrant Agent, without any further act, deed or
     conveyance, shall become vested with all the authority, rights, powers,
     trusts, immunities, duties and obligations of such predecessor with like
     effect as if originally named as Equity Warrant Agent hereunder, and such
     predecessor, upon payment of its charges and disbursements then unpaid,
     shall thereupon become obligated to transfer, deliver and pay over, and
     such successor Equity Warrant

                                     -14-
<PAGE>

     Agent shall be entitled to receive all moneys, securities and other
     property on deposit with or held by such predecessor, as Equity Warrant
     Agent hereunder.

               (e) Any corporation into which the Equity Warrant Agent hereunder
     may be merged or converted or any corporation with which the Equity Warrant
     Agent may be consolidated, or any corporation resulting from any merger,
     conversion or consolidation to which the Equity Warrant Agent shall be a
     party, or any corporation to which the Equity Warrant Agent shall sell or
     otherwise transfer all or substantially all of the assets and business of
     the Equity Warrant Agent, provided that it shall be qualified as aforesaid,
     shall be the successor Equity Warrant Agent under this Agreement without
     the execution or filing of any paper or any further act on the part of any
     of the parties hereto.

                                   ARTICLE 6.

                                 MISCELLANEOUS

          6.1  AMENDMENT.

               (a) This Agreement and the Equity Warrants may be amended by the
     Company and the Equity Warrant Agent, without the consent of the Holders of
     Equity Warrants, for the purpose of curing any ambiguity, or of curing,
     correcting or supplementing any defective or inconsistent provision
     contained herein or therein or in any other manner which the Company may
     deem to be necessary or desirable and which will not materially and
     adversely affect the interests of the Holders of the Equity Warrants.

               (b) The Company and the Equity Warrant Agent may modify or amend
     this Agreement and the Equity Warrant Certificates with the consent of the
     Holders of not fewer than a majority in number of the then outstanding
     unexercised Equity Warrants affected by such modification or amendment, for
     any purpose; provided, however, that no such modification or amendment that
     shortens the period of time during which the Equity Warrants may be
     exercised, or otherwise materially and adversely affects the exercise
     rights of the holders or reduces the percentage of holders of outstanding
     Equity Warrants the consent of which is required for modification or
     amendment of this agreement or the Equity Warrants, may be made without the
     consent of each holder affected thereby.

          6.2  NOTICES AND DEMANDS TO THE COMPANY AND EQUITY WARRANT AGENT. If
the Equity Warrant Agent shall receive any notice or demand addressed to the
Company by any Holder pursuant to the provisions of the Equity Warrant
Certificate, the Equity Warrant Agent shall promptly forward such notice or
demand to the Company.

                                      -15-
<PAGE>

          6.3  ADDRESSES FOR NOTICES. Any communications from the Company to the
Equity Warrant Agent with respect to this Agreement shall be addressed to [name
of Equity Warrant Agent], [_____________________, New York, New York ______],
Attention: [Corporate Trust Department]; any communications from the Equity
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, California
90067, Attention: ___________________ (with a copy to the Secretary); or such
other addresses as shall be specified in writing by the Equity Warrant Agent or
by the Company.

          6.4  GOVERNING LAW. This Agreement and the Equity Warrants shall be
governed by the laws of the State of New York applicable to contracts made and
to be performed entirely within such state.

          6.5  GOVERNMENTAL APPROVALS.  The Company will from time to time use
all reasonable efforts to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and the national
securities exchange on which the Equity Warrants may be listed or authorized for
trading from time to time and filings under the United States federal and state
laws, which may be or become requisite in connection with the issuance, sale,
trading, transfer or delivery of the Equity Warrants, and the exercise of the
Equity Warrants.

          6.6  PERSONS HAVING RIGHTS UNDER EQUITY WARRANT AGREEMENT.  Nothing in
this Agreement expressed or implied and nothing that my be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Equity Warrant
Agent and the Holders any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
hereof; and all covenants, conditions, stipulations, promises and agreements in
this Agreement contained shall be for the sole and exclusive benefit of the
Company and the Equity Warrant Agent and their successors and of the Holders of
Equity Warrant Certificates.

          6.7  DELIVERY OF PROSPECTUS.  The Company will furnish to the Equity
Warrant Agent sufficient copies of a prospectus of prospectuses relating to the
Equity Securities deliverable upon exercise of any outstanding Equity Warrants
(each a "Prospectus"), and the Equity Warrant Agent agrees to deliver to the
Holder of the Equity Warrant, prior to or concurrently with the delivery of the
Equity Securities issued upon the exercise thereof, a copy of the Prospectus
relating to such Equity Securities.

          6.8  HEADINGS.  The descriptive headings of the several Articles and
Sections and the Table of Contents of this Agreement are for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.

                                     -16-
<PAGE>

          6.9  COUNTERPARTS.  This Agreement may be executed by the parties
hereto in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original; but all such counterparts shall
together constitute but one and the same instrument.

          6.10 INSPECTION OF AGREEMENT.  A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Equity Warrant Agent, for inspection by the Holders of Equity Warrants.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.


                                             NORTHROP GRUMMAN CORPORATION


                                             By ________________________________

                                                ________________________________
                                                [Printed Name and Title]
Attest:

Name: ________________________________

Title:________________________________


                                             ___________________________________
                                             [Name of Debt Warrant Agent]

                                             By ________________________________

                                                ________________________________
                                                [Printed Name and Title]
Attest:

Name: ________________________________

Title:________________________________

                                     -17-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>10
<FILENAME>dex411.txt
<DESCRIPTION>FORM OF CERTIFICATE FOR COMMON STOCK
<TEXT>
<PAGE>

                                                                    Exhibit 4-11

NORTHROP GRUMMAN LOGO                                               COMMON STOCK
PAR VALUE $1.00                                                           SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE                ____________

                                                               CUSIP 666807 10 2
                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                             THIS CERTIFICATE IS TRANSFERABLE IN
                                     CANTON, VA, JERSEY CITY, NJ OR NEW YORK, NY

                         NORTHROP GRUMMAN CORPORATION
THIS CERTIFIES THAT



IS THE RECORD HOLDER OF


            FULL-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

Northrop Grumman Corporation transferable on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated

COUNTERSIGNED AND REGISTERED:                  /s/ Kent Kresa
                                               ---------------------------------
Equiserve Trust Company, N.A.                           CHAIRMAN OF THE BOARD
Transfer Agent and Registrar

By _____________________________               /s/ John H. Mullan
            AUTHORIZED SIGNATURE               ---------------------------------
                                                                SECRETARY

                               [CORPORATE SEAL]

                           [REVERSE OF CERTIFICATE]

     The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.

     This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Northrop Grumman Corporation
and EquiServe Trust Company, N.A., dated as of January 31, 2001 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of Northrop
Grumman Corporation. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Northrop Grumman Corporation will mail
to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor from such holder. Under certain

                                      -1-
<PAGE>

circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and certain related
persons, whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                                                      <C>
TEN COM - as tenants                                                        UNIF GIFT MIN ACT - ......Custodian......
TEN ENT - as tenants by the entireties                                                          (Cust)         (Minor)
JT TEN -  as joint tenants with right of                                              under Uniform Gifts to Minors
          survivorship and not as tenants                                             Act..................
          in common                                                                             (State)

                                                                            UNIF TRF MIN ACT-
                                                                                   ..........Custodian (until age...)
                                                                                   (Cust)
                                                                                   ..........under Uniform Transfers
                                                                                   (Minor)
                                                                                   To Minors Act....................
                                                                                                          (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________

_______________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

____________________________________________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.

Dated__________________                 X_______________________________________

                                        X_______________________________________

                               NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST
                                        CORRESPOND WITH THE NAME AS WRITTEN UPON
                                        THE FACE OF THE CERTIFICATE IN EVERY
                                        PARTICULAR, WITHOUT ALTERATION OR
                                        ENLARGEMENT OR ANY CHANGE WHATEVER.

                                      -2-
<PAGE>

SIGNATURE(S) GUARANTEED

By _________________________________________

THE SIGNATURES SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>11
<FILENAME>dex412.txt
<DESCRIPTION>FORM OF CERTIFICATE OF DESIGNATIONS OF PREFERRED
<TEXT>
<PAGE>

                                                                    Exhibit 4-12



                      FORM OF CERTIFICATE OF DESIGNATIONS

                                      of

                         SERIES _____ PREFERRED STOCK

                                      of

                         NORTHROP GRUMMAN CORPORATION

          NORTHROP GRUMMAN CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (herein referred to as the
"Corporation"), in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby CERTIFY:

          1.   The Amended and Restated Certificate of Incorporation, as
amended, of the Corporation fixes the total number of shares of all classes of
capital stock which the Corporation shall have the authority to issue four
hundred ten million (410,000,000) shares, of which ten million (10,000,000)
shares shall be shares of preferred stock, $1.00 par value, and four hundred
million (400,000,000) shares shall be shares of common stock, $1.00 par value.

          2.   The Amended and Restated Certificate of Incorporation, as
amended, of the Corporation, expressly grants to the Board of Directors of the
Corporation authority to provide for the issuance of the preferred stock in one
or more series, with such voting powers, full or limited, or without voting
powers, and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the Restated
Certificate of Incorporation or any amendment thereto, or in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors.

          3.   Pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation, as amended, of the Corporation,
the Board of Directors authorized the issuance of three million five hundred
thousand (3,500,000) shares of Series B Convertible Preferred Stock, $1.00 par
value, and an unspecified number of shares of Series A Junior Participating
Preferred Stock, $1.00 par value.  [IF ANY ADDITIONAL SERIES OF PREFERRED STOCK
HAS BEEN PREVIOUSLY AUTHORIZED, INSERT  DESCRIPTION]

          4.   [Pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation, as amended, of the Corporation,
[and the

                                      -1-
<PAGE>

authority conferred upon the __________ committee of the Board of Directors by
the resolutions adopted by the Board of Directors on _______________,] the Board
of Directors, by actions duly taken on _______________, [and the __________
committee of the Board of Directors, by actions duly taken on __________]
adopted resolutions that compositely provide for a series of the preferred stock
as follows:

          "RESOLVED, that an issue of a series of the preferred stock, $1.00 par
value, of the Corporation (such preferred stock being herein referred to as
"Preferred Stock", which term shall include any additional shares of preferred
stock of the same class heretofore or hereafter authorized to be issued by the
Corporation), consisting of _______________ (__________) shares is hereby
provided for, and the voting power, designation, preference and relative,
participating, optional or other special rights, and qualifications, limitations
yor restrictions thereof, are fixed hereby as follows:

          1.   Designation.  The designation of such series shall be
               -----------
______________________________ (hereinafter referred to as the "Series _____
Preferred Stock") and the number of shares constituting such series is
____________________ (_____).  Shares of Series _____ Preferred Stock shall have
a stated value of $__________ per share.  The number of authorized shares of
Series ___ Preferred Stock may be reduced by further resolution duly adopted by
the Board of Directors of the Corporation [or by a duly authorized committee of
the Board of Directors] and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating that
such reduction has been so authorized, but the number of authorized shares of
Series ____ Preferred Stock shall not be increased.

          2.   Dividends.  Quarterly Dividend Periods shall commence on
               ---------
__________, __________, _________ and __________ in each year and shall end on
and include the day next preceding the first day of the next Quarterly Dividend
Period.  Such dividends shall be [cumulative/non-cumulative] from the respective
dates of original issue of shares of Series ____ Stock and shall be payable,
when and as declared by the Board of Directors, on __________, __________,
__________ and __________ of each year, commencing ____________________.  Each
such dividend shall be paid to the holders of record of shares of Series ____
Preferred Stock as they appear on the stock register of the Corporation on such
record date, not exceeding 30 days preceding the payment date thereof, as shall
be fixed by the Board of Directors of the Corporation.  Dividends on account of
arrears for any past Dividend Periods may be declared and paid at any time,
without reference to any regular dividend payment date, to holders of record on
such date, not exceeding 45 days preceding the payment date thereof, as may be
fixed by the Board of Directors of the Corporation.  If there shall be
outstanding shares of any other series of Preferred Stock ranking on a parity as
to dividends with the Series ____ Preferred Stock, the Corporation, in making
any dividend payment on account of arrears on the Series ____ Preferred Stock or
such

                                      -2-
<PAGE>

other series of Preferred Stock, shall make payments ratably upon all
outstanding shares of Series ____ Preferred Stock and such other series of
Preferred Stock in proportion to the respective amounts of dividends in arrears
upon all such outstanding shares of Series ____ Preferred Stock and such other
series of Preferred Stock to the date of such dividend payment. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend
payments or payments which may be in arrears.

          The amount of dividends per share payable for each Quarterly Dividend
Period shall be computed by dividing the Dividend Rate (as defined below) for
such Dividend Period by four and applying such rate against the stated value per
share of the Series ____ Preferred Stock.  Dividends payable on the Series ____
Preferred Stock for any period other than a full Quarterly Dividend Period shall
be computed on the basis of a 360-day year of twelve 30-day months.

[IF PREFERRED STOCK HAS ADJUSTABLE DIVIDENDS, INSERT THE FOLLOWING --

          3.   Dividend Rate. The dividend rates on the shares of Series ____
               -------------
Preferred Stock shall be:  (i) for the period (the "Initial Dividend Period")
from the respective dates of original issue thereof to and including __________,
_____% per annum and (ii) for each Quarterly Dividend Period thereafter a rate
per annum of the stated value thereof equal to the Applicable Rate (as defined
below).

          Except as provided below in this paragraph, the "Applicable Rate" for
any Quarterly Dividend Period shall be (a) _____% less than (b) the highest of
the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate (each as hereinafter defined) for such Dividend Period.
If the Corporation determines in good faith that for any reason one or more of
such rates cannot be determined for any Dividend Period, then the Applicable
Rate for such Dividend Period shall be _____% less than the higher of whichever
of such rates can be so determined.  If the Corporation determines in good faith
that none of such rates can be determined for any Dividend Period, then the
Applicable Rate in effect for the preceding Dividend Period shall be continued
for such Dividend Period.  Anything herein to the contrary notwithstanding, the
Applicable Rate for any Quarterly Dividend Period shall in no event be less than
_____% per annum or greater than _____% per annum.

          Except as provided below in this paragraph, the "Treasury Bill Rate"
for each Quarterly Dividend Period shall be the arithmetic average of the two
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the relevant
Calendar Period as provided below) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding the __________,
__________, __________ and _________, as

                                      -3-
<PAGE>

the case may be, prior to the Quarterly Dividend Period for which the dividend
rate on the Series ____ Preferred Stock is being determined. If the Federal
Reserve Board does not publish such a weekly per annum market discount rate
during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the two weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only one
such rate shall be published during the relevant Calendar Period as provided
below) for three-month U.S. Treasury bills, as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. If a per annum market discount rate for
three-month U.S. Treasury bills shall not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two weekly per annum
market discount rates (or the one weekly per annum market discount rate, if only
one such rate shall be published during the relevant Calendar Period as provided
below) for all the U.S. Treasury bills then having maturities of not less than
80 nor more than 100 days, as finally published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board shall not publish
such rates, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If the Corporation determines in good faith
that for any reason no such U.S. Treasury bill rates are published as provided
above during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period for each of the issues
of marketable non-interest bearing U.S. Treasury securities with a maturity of
not less than 80 or more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government securities dealers
selected by the Corporation. If the Corporation determines in good faith that
for any reason the Corporation cannot determine the Treasury Bill Rate for any
Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill
Rate for such Dividend Period shall be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar Period
for each of the issues of marketable interest-bearing U.S. Treasury securities
with a maturity of not less than 80 nor more than 100 days from the date of each
such quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations shall not be generally available)
to the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.

          Except as provided below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic
average of the two weekly per annum Thirty Year Average Yields (or the one
weekly per annum Thirty Year Average Yield, if only one such Yield shall be
published during the

                                      -4-
<PAGE>

relevant Calendar Period as provided below), as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten calendar
days immediately preceding the __________, __________, __________ and
__________, as the case may be, prior to the Quarterly Dividend Period for which
the dividend rate on the Series ____ Preferred Stock is being determined. If the
Federal Reserve Board does not publish such a weekly per annum Thirty Year
Average Yield during such Calendar Period then the Thirty Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the two weekly
per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such Yield shall be published during the relevant
Calendar Period as provided below), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If a per annum Thirty Year Average Yield
shall not be published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar Period,
then the Thirty Year Constant Maturity Rate for such Dividend Period shall be
the arithmetic average of the two weekly per annum average yields to maturity
(or the one weekly average yield to maturity, if only one such yield shall be
published during the relevant Calendar Period as provided below) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having maturities of not less than twenty-eight
nor more than thirty-two years, as finally published during such Calendar Period
by the Federal Reserve Board or, if the Federal Reserve Board shall not publish
such yields, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. If the Corporation determines in good faith
that for any reason the Corporation cannot determine the Thirty Year Constant
Maturity Rate for any Quarterly Dividend Period as provided above in this
paragraph, then the Thirty Year Constant Maturity Rate for such Dividend Period
shall be the arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for each of the issues
of actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not less than twenty-
eight nor more than thirty-two years from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government security dealers
selected by the Corporation.

          The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate shall each be rounded to the nearest five
hundredths of a percentage point.

          The Applicable Rate with respect to each Quarterly Dividend Period
will be calculated as promptly as practicable by the Corporation according to
the appropriate method described herein.  The mathematical accuracy of each such
calculation will be confirmed in writing by independent accountants of
recognized

                                      -5-
<PAGE>

standing. The Corporation will cause each Applicable Rate to be published in a
newspaper of general circulation in New York City and San Francisco prior to the
commencement of the new Quarterly Dividend Period to which it applies and will
cause notice of such Applicable Rate to be enclosed with the dividend payment
checks next mailed to the holder of the Series ____ Preferred Stock.

          For purposes of this Section, the term

(i)   "Calendar Period" shall mean 14 calendar days;

(ii)  "Special Securities" shall mean securities which can, at the option of the
      holder, be surrendered at face value in payment of any Federal estate tax
      or which provide tax benefits to the holder and are priced to reflect such
      tax benefits or which were originally issued at a deep or substantial
      discount;

(iii) "Ten Year Average yield" shall mean the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate securities
      (adjusted to constant maturities of ten years); and

(iv)  "Thirty Year Average Yield" shall mean the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate securities
      (adjusted to constant maturities of thirty years).]

[IF PREFERRED STOCK HAS A FIXED DIVIDEND RATE WITH A CONTINGENT DIVIDEND RATE
ADJUSTMENT, INSERT THE FOLLOWING --

          3.   Dividend Rate.   (a)  Definitions:
               -------------

          (1) "Contingent Dividend Disqualification Period" shall mean any four
consecutive fiscal quarters in which aggregate Earnings Per Share, on a fully
diluted basis, are greater than $__________.

          (2) "Contingent Dividend Qualification Period" shall mean any four
consecutive fiscal quarters [(other than any fiscal quarters occurring within
one year after a Contingent Dividend Disqualification Period)] commencing on or
after __________, in which aggregate Earnings Per Share, on a fully diluted
basis, are less than $__________.

          (3) "Earnings Per Share" shall mean earnings per common share as
reported in the Corporation's financial statements as publicly announced on the
respective Reporting Dates; provided, however, that if for any Dividend Period
earnings per share as reported in the Corporation's financial statements filed
with the Securities and Exchange Commission ("SEC") in its Quarterly Reports on
Form 10-Q and (for the fourth quarter) in its Annual Report on Form 10-K (or
their successor forms), as the case may be, including any amendments thereto
filed with the SEC, vary

                                      -6-
<PAGE>

from the earnings per share announced on the Reporting Date, and, as a result,
the dividend rate must be adjusted up, such adjustment shall be made both
retroactively and prospectively, and any deficiency as a result of such a
retroactive adjustment shall be paid on the next Quarterly Payment Date that is
not less than _____ days after the date of filing such amendment with the SEC
and such deficiency shall be paid to the persons entitled to receive any
dividends otherwise payable on that Quarterly Payment Date. If, as a result of
an amendment to Earnings Per Share filed with the SEC, a dividend rate must be
adjusted down, such adjusted dividend rate shall become effective on the first
Quarterly Dividend Period commencing after the amended earnings per share has
been filed with the SEC, and there shall be no retroactive adjustment.

          (4)  "Quarterly Payment Dates" shall mean __________, __________,
__________ and __________ of each year.

          (5)  "Reporting Date" shall mean the date on which the Corporation
first publicly announces its results of operations for an immediately preceding
fiscal quarter, but in no event later than the date on which the Corporation's
Quarterly Report on Form 10-Q or Annual Report on Form 10-K must be filed with
the Securities and Exchange Commission with respect to the relevant fiscal
period.

          (b)  Rate. The dividend rate on the shares of Series ____ Preferred
Stock for the period (the "Initial Dividend Period") from the respective dates
of original issue thereof to and including __________, shall be _____% per
annum. The dividend rate for each Quarterly Dividend Period thereafter shall be
_____% per annum; provided, however, that in the event of a Contingent Dividend
Qualification Period, the dividend rate shall be changed to _____% per annum for
the first Quarterly Dividend Period during which the first Reporting Date after
the Contingent Dividend Qualification Period occurs. Such dividend rate shall
remain in effect thereafter; provided, that, if a Contingent Dividend
Disqualification Period thereafter occurs, the dividend rate shall again be
_____% per annum, beginning with the first Quarterly Dividend Period commencing
four fiscal quarters after the Contingent Dividend Disqualification Period. The
dividend rate shall continue to be adjusted upon the occurrence of any
subsequent Contingent Dividend Qualification Periods and Contingent Dividend
Disqualification Periods as set forth above.]

[IF THE PREFERRED STOCK HAS A FIXED DIVIDEND DATE, INSERT THE FOLLOWING --

          3.   Dividend Rate.  The Dividend Rate on the shares of Series ____
               -------------
Preferred Stock for the period (the "Initial Dividend Period") from the
respective dates of original issue thereof to and including ___________________,
and for each Quarterly Dividend Period thereafter shall be _____% per annum.]

                                      -7-
<PAGE>

[IF THE PREFERRED STOCK IS REDEEMABLE AT A FIXED PRICE, INSERT THE FOLLOWING --

          4.   Redemption.  [(a)] The corporation, at its option, may redeem
               ----------
shares of the Series ____ Preferred Stock, as a whole or in part, at any time or
from time to time, at a redemption price of $__________ per share plus accrued
and unpaid dividends thereon to the date fixed for redemption[; provided,
however, that no shares of Series ____ Preferred Stock shall be redeemed
hereunder prior to __________]  [If the Series ____ Preferred Stock is
convertible, insert --, unless the closing price of the Common Stock on the New
York Stock Exchange shall have equaled or exceeded _____% of the conversion
price then in effect for at least 20 out of 30 consecutive trading days ending
within five trading days prior to the date notice of redemption is given.  The
"conversion price" shall be the quotient of $_____ divided by the then effective
conversion rate]].

IF THE PREFERRED STOCK IS REDEEMABLE BY THE CORPORATION AT A VARIABLE PRICE,
INSERT THE FOLLOWING --

          4.   Redemption.  [(a)]  The Corporation, at its option, may redeem
               ----------
shares of the Series ____ Preferred Stock, as a whole or in part, at any time or
from time to time, at a redemption price as set forth below, plus accrued and
unpaid dividends thereon to the date fixed for redemption:

          Date of Redemption         Redemption Price per Share
          ------------------         --------------------------

          On or after __________,         ____________________
          but prior to __________.

          On or after __________,         ____________________
          but prior to __________.

          On or after __________.         ____________________

Notwithstanding the foregoing, no shares of Series ____ Preferred Stock shall be
redeemed hereunder prior to __________ [if the Series ____ Preferred Stock is
convertible, insert --unless the closing price of the Common Stock on the New
York Stock Exchange shall have equaled or exceeded __________% of the conversion
price then in effect for at least 20 out of 30 consecutive trading days ending
within five trading days prior to the date notice of redemption is given]].  In
the event of the redemption of less than all of the outstanding shares of Series
____ Preferred Stock under this paragraph 4(a), the Corporation shall effect
such redemption ratably based on the full number of shares of Series ____
Preferred Stock held by each holder thereof.  In the alternative, at the
discretion of the Company, the shares to be so

                                      -8-
<PAGE>

redeemed may be determined by a draw of lots or such other equitable means as
shall be determined from time to time.

          If the Corporation shall redeem shares of Series ____  Preferred Stock
pursuant to this subparagraph (a), notice of such redemption shall be given by
publication (not less than 30 nor more than 90 days prior to the redemption
date) at least once in a newspaper printed in the English language and of
general circulation in the City and County of Los Angeles, State of California
(upon any secular day of the week) stating such election on the part of the
Corporation and that on the redemption date there will become due and payable
upon each of the shares to be redeemed, at the place or places specified in such
notice, the applicable redemption price therein specified.  A similar notice
shall be mailed by first class mail, postage prepaid, not less than 30 nor more
than 90 days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on the stock
register of the Corporation.  Each such notice shall state:  (a) the redemption
date; (b) the number of shares of Series ____ Preferred Stock to be redeemed
and, if less than all the shares held by such holder are to be redeemed, the
number of such shares to be redeemed from such holder; (c) the redemption price;
(d) the place or places where certificates for such shares are to be surrendered
for payment of the redemption price; and (e) that dividends on the shares to be
redeemed will cease to accrue on such redemption date.  Notice having been
mailed as aforesaid, from and after the redemption date (unless default shall be
made by the Corporation in providing money for the payment of the redemption
price) dividends on the shares of the Series ____ Preferred Stock so called for
redemption shall cease to accrue, and said shares shall no longer be deemed to
be outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease.  Upon surrender in accordance with such notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid.  If less than all the outstanding shares of Series
____ Preferred Stock are to be redeemed, shares to be redeemed shall be selected
by the Corporation from outstanding shares of Series ____ Preferred Stock not
previously called for redemption by lot or pro rata (as nearly as may be) in any
method determined by the Corporation in its sole discretion to be equitable.

[IF THE PREFERRED STOCK IS SUBJECT TO MANDATORY REDEMPTION AND A SINKING FUND,
INSERT THE FOLLOWING--]

          (b) Mandatory Redemption; Sinking Fund.

          (1) Sinking Fund.  So long as any Series ____ Preferred Stock shall be
              ------------
outstanding, the Corporation shall, on each of the dates set forth in the
following schedule ("Sinking Fund Payment Dates") set aside as and for a sinking
fund for the

                                      -9-
<PAGE>

redemption of the Series ____ Preferred Stock (the "Sinking Fund"), subject to
the subsequent deferral provided for in paragraph 4(b)(2) hereof, in cash out of
any funds legally available therefor, a sum equal to the product of (i) the
applicable Mandatory-Redemption Price (as hereinafter defined) multiplied by
(ii) the number of shares of Series ____ Preferred Stock set forth opposite such
Sinking Fund Payment Date:

                                                Number of Shares of
Sinking Fund                                    Series ____ Preferred
Payment Date                                    Stock to be Redeemed
------------                                    ---------------------



Notwithstanding the foregoing, in no event shall the Corporation on any Sinking
Fund Payment Date be obligated to set aside in cash an amount with respect to
the Series ____ Preferred Stock greater than a sum equal to the product of the
Mandatory-Redemption Price for such series and the number of the then
outstanding shares of such series.

          (2) Deferral.  Notwithstanding paragraph 4(b)(1) above, each
              --------
Mandatory-Redemption Date (as hereinafter defined) for Series ____ Preferred
Stock may be deferred for a period of one year by the holders of the then
outstanding shares of such series if the holders of at least 66-2/3% of shares
of such series consent thereto in writing at least ten days prior to such date.
The right to defer a Mandatory-Redemption Date may be exercised any number of
times in the manner set forth herein.

          (3) Mandatory-Redemption Price.  The Mandatory-Redemption Price  for
              --------------------------
each share of Series ____ Preferred Stock shall be an amount in cash equal to
$__________, plus all accrued and unpaid dividends thereon, whether or not
earned or declared, to and including the date fixed for redemption.

          (4) Sinking Fund Requirement Cumulative.   If on any Sinking Fund
              -----------------------------------
Payment Date the funds of the Corporation legally available therefor shall be
insufficient to discharge such Sinking Fund requirement in full, funds to the
extent legally available for such purpose shall be set aside for the Sinking
Fund.  Such Sinking Fund requirements shall be cumulative, so that if for any
year or years such requirements shall not be fully discharged as they accrue,
funds legally available therefor, after such payment or provision for dividends,
for each year thereafter shall be applied thereto until such requirements are
fully discharged.

          (5) Use of Sinking Fund.  Thirty days following each Sinking Fund
              -------------------
Payment Date (the "Mandatory-Redemption Date"), the cash in the Sinking Fund
shall be used to acquire by redemption, in the manner provided below, the number
of shares

                                      -10-
<PAGE>

of Series ____ Preferred Stock specified opposite the Sinking Fund Payment Date
in the schedule appearing in paragraph 4(b)(1).

          (6) Partial Redemption Pro Rata.  In the event of the redemption of
              ---------------------------
only a part of the then outstanding Series ____ Preferred Stock pursuant to this
paragraph 4(b), the Corporation shall effect such redemption ratably according
to the full amount each holder of the Series ____ Preferred Stock is otherwise
then entitled to receive.

          (7) Mandatory-Redemption Notice.  In addition to the required notice
              ---------------------------
by publication, not less than 30 days nor more than 90 days prior to the
Mandatory-Redemption Date, written notice (the "Mandatory-Redemption Notice"),
shall be mailed, postage prepaid, to each holder of record of the Series ____
Preferred Stock to be redeemed at his post office address last shown on the
records of the Corporation.  Such Mandatory-Redemption Notice shall state:

(i)    Whether all or less than all of the outstanding shares of Series ____
       Preferred Stock are to be redeemed and the total number of shares being
       redeemed;

(ii)   The number of shares of Series ____ Preferred Stock held by the holder
       that the Corporation intends to redeem;

(iii)  The Mandatory-Redemption Date and Mandatory-Redemption Price;

(iv)   [The date upon which the holder's conversion rights (as hereinafter
       described) as to such shares terminate;]

(v)    That the holder is to surrender to the Corporation in the manner and at
       the price designated, his certificate or certificates representing the
       shares of Series ____Preferred Stock to be redeemed; and

(vi)   That, with the written consent of the holders of _____% of the then
       outstanding shares of such series, the Mandatory-Redemption Date for such
       series may be deferred for a period of one year.

          (8) Surrender of Certificates; Payment.  On or before the Mandatory-
              ----------------------------------
Redemption Date, each holder of shares of Series ____ Preferred Stock to be
redeemed [unless such holder has exercised his right to convert the shares as
provided in Section 6 hereof,] shall surrender the certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Mandatory-Redemption Notice, and thereupon the Mandatory-
Redemption Price for such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be cancelled and retired.  In the event less
than all of the shares represented by such

                                      -11-
<PAGE>

certificate are redeemed, a new certificate representing the unredeemed shares
shall be issued forthwith.

          (9) Rights Subsequent to Mandatory Redemption.  If the Mandatory-
              -----------------------------------------
Redemption Notice shall have been duly given, and if on the Mandatory-Redemption
Date the Mandatory-Redemption Price is either paid or made available for payment
through the deposit arrangement specified in subparagraph (10) below, then
notwithstanding that the certificates evidencing any of the shares of Series
____ Preferred Stock so called for redemption shall not have been surrendered,
the dividends with respect to such shares shall cease to accrue after the
Mandatory-Redemption Date and all rights with respect to such shares shall
forthwith after the Mandatory-Redemption Date terminate, except only the right
of the holders to receive the Mandatory-Redemption Price without interest upon
surrender of their certificate or certificates thereof.

          (10) Deposit of Funds.  On or prior to the Mandatory-Redemption Date,
               ----------------
the Corporation shall deposit with any bank or trust company in either Los
Angeles, California, or New York, New York, having a capital and surplus of at
least $50,000,000 as a trust fund, a sum equal to the aggregate Mandatory-
Redemption Price of all shares of Series ____ Preferred Stock called for
redemption and not yet redeemed or converted, with irrevocable instructions and
authority to the bank or trust company to pay, on and after the Mandatory-
Redemption Date, the Mandatory-Redemption Price to the respective holders upon
the surrender of their share certificates.  From and after the date of such
deposit (but not prior to the Mandatory-Redemption Date), the shares so called
for redemption shall be redeemed.  The deposit shall constitute full payment of
the shares to their holders, and from and after the Mandatory-Redemption Date
the shares shall be deemed to be no longer outstanding, and the holders thereof
shall cease to be shareholders with respect to such shares and shall have no
rights with respect thereto except the rights to receive from the bank or trust
company payment of the Mandatory-Redemption Price of the shares without
interest, upon surrender of their certificates therefor.  Any funds so deposited
and unclaimed at the end of one year from the Mandatory-Redemption Date shall be
released or repaid to the Corporation, after which the holders of shares called
for redemption shall be entitled to receive payment of the Mandatory-Redemption
Price only from the Corporation.]

[IF THE PREFERRED STOCK IS REDEEMABLE AT OPTION OF HOLDER, INSERT APPROPRIATE
LANGUAGE HERE]

          [(c)] In no event shall the Corporation redeem or purchase any shares
of Series ____ Preferred Stock pursuant to this Section 4 unless full cumulative
dividends shall have been paid or declared and set apart for payment upon all
outstanding shares of Series ____ Preferred Stock for all past Dividend Periods,
and unless all matured

                                      -12-
<PAGE>

obligations of the Corporation with respect to all sinking funds, retirement
funds or purchase funds for all series of Preferred Stock then outstanding have
been met.

          5.   Shares to be Retired.  All shares of Series ____ Preferred Stock
               --------------------
redeemed by the Corporation shall be retired and cancelled and shall be restored
to the status of authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued.

[IF THE PREFERRED STOCK IS NOT CONVERTIBLE, INSERT THE FOLLOWING --

          6.   Conversion or Exchange.  The holders of shares of Series ____
               ----------------------
Preferred Stock shall not have any rights herein to convert such shares into or
exchange such shares for shares of any other class or classes or of any other
series of any class or classes of capital stock of the Corporation.]

[IF THE PREFERRED STOCK IS CONVERTIBLE, INSERT THE FOLLOWING--]

          6.   Conversion Rights.  (a)  The holder of any share or shares of
               -----------------
Series ____ Preferred Stock shall have the right, at any time, to convert any
shares of Series ____ Preferred Stock (except any share of Series ____ Preferred
Stock which shall have been called for redemption pursuant to the provisions
hereof, the conversion right with respect thereto shall terminate on the close
of business of the date fixed for redemption) into fully paid and non-assessable
shares of the common stock of the Corporation, at a conversion rate of _____
(_____) shares of common stock for each share of Series ____ Preferred Stock,
subject to adjustment as hereinafter provided.  The conversion right herein
granted shall be exercised by the surrender of a certificate or certificates for
Series ____ Preferred Stock to be so converted at the office of any transfer
agent for the Series ____ Preferred Stock, at any time during its usual business
hours, together with written notice that the holder elects to convert the same,
or a stated number of shares thereof, which notice shall state the name or names
(with addresses) in which the certificate or certificates of common stock shall
be issued.  Every such notice of election to convert shall constitute a contract
between the holder of such Series ____ Preferred Stock and the Corporation,
whereby such holder shall be deemed to subscribe for the amount of common stock
which he will be entitled to receive upon such conversion and, in payment and
satisfaction of such subscription (and any cash adjustment to which he may be
entitled), to surrender such Series ____ Preferred Stock and to release the
Corporation from all obligation on the shares to be converted and whereby the
Corporation shall be deemed to agree that the surrender of such shares and the
extinguishment of obligation thereon shall constitute full payment for the
common stock so subscribed for and to be issued upon such conversion.

          (a)  As promptly as practicable after the surrender for conversion of
any Series ____ Preferred Stock and the payment in cash of any amount required
by

                                      -13-
<PAGE>

paragraph (i) of this Section 6, the Corporation shall deliver or cause to be
delivered to or upon the written order of the holder of such Series ____
Preferred Stock certificates representing the number of shares of common stock
issuable upon such conversion, issued in such name or names as such holder shall
have directed, together with cash in respect of any fractional interest in a
share of Common Stock issuable upon such conversion and, if only a part of such
Series ____ Preferred Stock is converted, a certificate or certificates for the
unconverted shares of Series ____ Preferred Stock.  Such conversion shall be
deemed to have been made at the close of business on the day of surrender of the
Series ____    Preferred Stock for conversion, and the rights of the holder of
such stock as a Series ____ Preferred Stockholder, in respect of the stock
surrendered for conversion, shall cease at such time and the person or persons
in whose name or names the certificates for such shares are to be issued shall
be treated for all purposes as having become the record holder or holders of
common stock at such time and such conversion shall be at the conversion rate in
effect at such time; provided, however, that no such surrender on any date when
the stock transfer books of the Corporation shall be closed shall be effective
to constitute the person or persons entitled to receive the shares of common
stock upon such conversion as the record holder or holders of such shares on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of common stock as the record holder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open and such conversion
shall be at the conversion rate in effect at the opening of business on such
next succeeding day.

          If the last day for the exercise of the conversion is a legal holiday
in the city in which the transfer agent to which shares are presented for
conversion is located, then such conversion right may be exercised (at the
conversion rate in effect on such last day) upon the next succeeding day not in
such city a legal holiday.

          (b) No payment or adjustment shall be made upon any conversion in
respect of dividends accrued and unpaid on the Series ____ Preferred Stock to
the date of conversion or in respect of any dividends on the common stock issued
upon such conversion.

          (c) The conversion rate shall be subject to adjustment from time to
time as follows:

              (i) In case the Corporation shall at any time (A) pay a dividend
     or make a distribution on shares of its common stock in shares of its
     capital stock (whether shares of common stock or of capital stock of any
     other class), (B) subdivide or reclassify its outstanding shares of common
     stock into a greater number of securities (including shares of common
     stock), or (C) combine or reclassify its outstanding shares of common stock
     into a smaller number of shares (including shares of common stock), the
     conversion rate in

                                      -14-
<PAGE>

     effect immediately prior thereto shall be adjusted so that the holder of
     record of any shares of Series ____ Preferred Stock thereafter surrendered
     for conversion shall be entitled to receive the number of shares of the
     Corporation which he would have owned or have been entitled to receive
     after the happening of any of the events described above had such shares of
     Series ____ Preferred Stock been converted immediately prior to the
     happening of such event. An adjustment made pursuant to this subparagraph
     (i) shall become effective immediately after the record date in the case of
     a dividend and shall become effective immediately after the effective date
     in the case of a subdivision or combination. If, as a result of an
     adjustment made pursuant to this subparagraph (i), the holder of any Series
     ____ Preferred Stock thereafter converted shall become entitled to receive
     shares of two or more classes of capital stock of the Corporation, the
     Board of Directors of the Corporation (whose determination shall be
     conclusive) shall determine the allocation of the adjusted conversion rate
     between or among shares of such classes of capital stock.

     In the event that at any time, as a result of an adjustment made pursuant
     to this subparagraph (i), the holder of any Series ____ Preferred Stock
     thereafter converted shall become entitled to receive any shares or other
     securities of the Corporation other than shares of common stock, thereafter
     the number of such other shares so received upon conversion of any Series
     ____ Preferred Stock shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the shares of common stock contained in this paragraph
     6(d), and other provisions of this Section 6 with respect to the shares of
     common stock shall apply on like term to any such other shares or other
     securities.

               (ii) In case the Corporation shall fix a record date for the
     issuance of rights or warrants to all holders of its common stock entitling
     them (for a period expiring within 45 days after such record date) to
     subscribe for or purchase common stock (or securities convertible into
     common stock) at a price per share (or a conversion price per share) less
     than the current market price per share of common stock (as defined in
     subparagraph (iv) below) at such record date, the conversion rate in effect
     immediately prior thereto shall be adjusted so that the same shall equal
     the rate determined by multiplying the conversion rate in effect
     immediately prior to such record date by a fraction of which the numerator
     shall be the number of shares of common stock outstanding on such record
     date plus the number of additional shares of common stock offered for
     subscription or purchase (or into which the convertible security or
     securities so offered are initially convertible), and of which the
     denominator shall be the number of shares of common stock outstanding on
     such record date plus the number of shares which the aggregate offering
     price of the total number of

                                      -15-
<PAGE>

     shares so offered (or the aggregate initial conversion price of the
     convertible securities so offered) would purchase at such current market
     price. Such adjustment shall be made successively whenever such a record
     date is fixed, and shall become effective immediately after such record
     date. In determining whether any rights or warrants entitle the holders to
     subscribe for or purchase shares of common stock at less than such current
     market price, and in determining the aggregate offering price of such
     shares, there shall be taken into account any consideration received by the
     Corporation for such rights or warrants, the value of such consideration,
     if other than cash to be determined by the Board of Directors of the
     Corporation. Common stock owned by or held for the account of the
     Corporation or any majority owned subsidiary shall not be deemed
     outstanding for the purpose of any adjustment required under this
     subparagraph (ii).

               (iii)  In case the Corporation shall fix a record date for making
     a distribution to all holders of its common stock of evidences of its
     indebtedness or assets (excluding regular quarterly or other periodic or
     recurring cash dividends or distributions and cash dividends or
     distributions paid from retained earnings or referred to in subparagraph
     (i) above) or rights or warrants to subscribe or purchase any of the
     foregoing (excluding those referred to in subparagraph (ii) above), or any
     other securities of the Corporation other than common stock, then in each
     such case the conversion rate shall be adjusted so that the same shall
     equal the rate determined by multiplying the conversion rate in effect
     immediately prior to such record date by a fraction of which the numerator
     shall be the current market price (as defined in subparagraph (iv) below)
     per share of the common stock on such record date, and the denominator of
     which shall be such current market price per share of common stock, less
     the then fair market value (as determined in good faith by the Board of
     Directors, whose determination shall be conclusive) of the portion of the
     assets or evidences of indebtedness so distributed or of such rights or
     warrants applicable to one share of common stock.  Such adjustment shall be
     made successively whenever such a record date is fixed and shall become
     effective immediately after such record date.  Notwithstanding the
     foregoing, in the event that the Corporation shall distribute any rights or
     warrants to acquire capital stock ("Rights") pursuant to this subparagraph
     (iii), the distribution of separate certificates representing such Rights
     subsequent to their initial distribution (whether or not such distribution
     shall have occurred prior to the date of the issuance of such Series ____
     Preferred Stock) shall be deemed to be the distribution of such Rights for
     purposes of this subparagraph (iii); provided that the Corporation may, in
     lieu of making any adjustment pursuant to this subparagraph (iii) upon a
     distribution of separate certificates representing such Rights, make proper
     provision so that each holder of such Series ____ Preferred Stock who
     converts such Series ____ Preferred Stock (or any portion thereof)

                                      -16-
<PAGE>

     (A) before the record date for such distribution of separate certificates
     shall be entitled to receive upon such conversion shares of common stock
     issued with Rights and (B) after such record date and prior to the
     expiration, redemption or termination of such Rights shall be entitled to
     receive upon such conversion, in addition to the shares of common stock
     issuable upon such conversion, the same number of such Rights as would a
     holder of the number of shares of common stock that such Series ____
     Preferred Stock so converted would have entitled the holder thereof to
     purchase in accordance with the terms and provisions of and applicable to
     the Rights if such Series ____ Preferred Stock were converted immediately
     prior to the record date for such distribution. Common stock owned by or
     held for the account of the Corporation or any majority owned subsidiary
     shall not be deemed outstanding for the purpose of any adjustment required
     under this subparagraph (iii).

               (iv) For the purpose of any computation under subparagraph (ii)
     and (iii) above, the current market price per share of common stock at any
     date shall be deemed to be the average of the daily Closing Prices for the
     thirty consecutive business days commencing forty-five business days before
     the day in question.  The Closing Price for any day shall be (A) if the
     common stock is listed or admitted for trading on any national securities
     exchange, the last sale price (regular way), or the average of the closing
     bid and ask prices, if no sale occurred, of common stock on the principal
     securities exchange on which the common stock is listed, (B) if not listed
     as described in (A), the mean between the closing high bid and low asked
     quotations of common stock in the National Association of Securities
     Dealers, Inc., Automated Quotation System, or any similar system or
     automated dissemination of quotations of securities prices then in common
     use, if so quoted, or (C) if not quoted as described in clause (B), the
     mean between the high bid and low asked quotations for common stock as
     reported by the National Quotation Bureau Incorporated if at least two
     securities dealers have inserted both bid and asked quotations for common
     stock on at least 5 of the 10 preceding days.  If none of the conditions
     set forth above is met the Closing Price of common stock on any day or the
     average of such Closing Prices for any period shall be the fair market
     value of common stock as determined by a member firm or the New York Stock
     Exchange, Inc. selected by the Corporation.

               (v)  (A)  Nothing contained herein shall be construed to require
     an adjustment in the conversion rate as a result of the issuance of common
     stock pursuant to, or the granting or exercise of any rights under, any
     plan adopted by the Corporation providing for the purchase of shares of
     common stock by the Corporation's stockholders or employees at a price not
     less than 90% of the"average market price" during the "pricing period" as
     such terms, or

                                      -17-
<PAGE>

     equivalent terms, are defined in, and as calculated pursuant to, such plans
     from time to time.

               (B)  In addition, no adjustment in the conversion rate shall be
     required unless such adjustment would require an increase or decrease of at
     least 1% in such rates provided, however, that any adjustments which by
     reason of this subparagraph (v)(B) are not required to be made shall be
     carried forward and taken into account in any subsequent adjustment;
     further provided, however, that any adjustments which by reason of this
     subparagraph (v)(B) are not otherwise required to be made shall be made no
     later than ___ years after the date on which occurs an event that requires
     an adjustment to be made or carried forward.

               (C)  All calculations under this Section 6 shall be made to the
     nearest cent or to the nearest one-hundredth of a share, as the case may
     be.  Anything in this Section 6 to the contrary notwithstanding, the
     Corporation shall be entitled to make such increases in the conversion
     rate, in addition to those required by this paragraph (d), as it in its
     discretion shall determine to be advisable in order that any stock
     dividends, subdivision of shares, distribution of rights to purchase stock
     or securities, or distribution of securities convertible into or
     exchangeable for stock hereafter made by the Corporation to its
     shareholders shall not be taxable.

               (vi) In any case in which this paragraph (d) provides that an
     adjustment shall become effective immediately after a record date for an
     event, the Corporation may defer until the occurrence of such event (A)
     delivering to the holder of any Series ____ Preferred Stock converted after
     such record date and before the occurrence of such event the additional
     shares of common stock deliverable upon such conversion by reason of the
     adjustment required by such event over and above the common stock
     deliverable upon such conversion before giving effect to such adjustment
     and (B) paying to such holder any amount in cash in lieu of any fraction
     pursuant to paragraph (e), provided, however, that the Corporation shall
     deliver to such holder a due bill or other appropriate instrument
     evidencing such holder's rights to receive such additional shares, and such
     cash, upon the occurrence of the event requiring such adjustment.  If such
     event does not occur, no adjustments shall be made pursuant to this
     paragraph (d).

          (d)  No fractional shares of stock shall be issued upon the conversion
of any Series ____ Preferred Stock.  If more than one share of Series ____
Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of common stock which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series ____ Preferred Stock so surrendered.  Instead of any fractional
share of common stock which would

                                      -18-
<PAGE>

otherwise be issuable upon conversion of any Series ____ Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the Closing Price per share of common stock on the
business day which immediately precedes the day of conversion.

          (e) In case any of the following shall occur while any Series ____
Preferred Stock is outstanding:  (i) any reclassification or change of the
outstanding shares of common stock deliverable upon conversion of the Series
____ Preferred stock (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination, but including any change in the shares of common stock into two or
more classes or series of securities); or (ii) any consolidation or merger to
which the Corporation is a party (other than a consolidation or a merger in
which the Corporation is the continuing corporation and which does not result in
any reclassification of, or change other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, the outstanding shares of common stock issuable
upon conversion of the Series ____ Preferred Stock); or (iii) any sale or
conveyance to another corporation of the properties and assets of the
Corporation as an entirety or substantially as an entirety; then the
Corporation, or such successor or purchasing corporation, as the case may be,
shall make appropriate provision in its charter or otherwise so that the holders
of the Series ____ Preferred Stock then outstanding shall have the right at any
time thereafter to convert such Series ____ Preferred Stock into the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of common stock issuable upon conversion of such Series
____ Preferred Stock immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance.  Such provision shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 6.  The above provisions of this
paragraph (f) shall similarly apply to successive reclassification, changes,
consolidations, mergers, sales or conveyances.

          (f) The Corporation will at all times reserve and keep available out
of its authorized but unissued or treasury stock, solely for the purpose of
issue upon conversion of the Series ____ Preferred Stock as provided in this
Section 6, such number of shares of common stock as shall from time to time be
sufficient to effect the conversion of all outstanding Series ____ Preferred
Stock.

          (g) Before taking any action which would cause an adjustment
increasing the conversion rate so that the liquidation value divided by the
conversion rate is below the then par value of the shares of common stock, the
Corporation will take any corporate action which may, in the opinion of its
counsel, be necessary in

                                      -19-
<PAGE>

order that the Corporation may validly and legally issue fully paid and non-
assessable shares of common stock at the conversion rate as so adjusted.

          (h) The issuance of certificates for shares of common stock upon
conversion of Series ____ Preferred Stock shall be made without charge to the
converting stockholder for such certificates or for any tax in respect of the
issuance of such certificates, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holder of the Series
____ Preferred Stock converted.  However, if any such certificate is to be
issued in a name other than that of the holder of the converted Series ____
Preferred Stock, the Corporation shall not be required to issue or deliver any
stock certificate or certificates unless and until the holder has paid to the
Corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid.

          (i) Whenever the conversion rate then in effect is adjusted as herein
provided, the Corporation shall mail to each holder of the Series ____ Preferred
Stock at such holder's address as it shall appear on the books of the
Corporation a statement setting forth the adjusted conversion rate, then and
thereafter effective under the provisions hereof together with the facts, in
reasonable detail, upon which such adjustment is based.

          (j) In case (i) the Corporation shall declare a dividend (or any other
distribution) on its common stock other than in cash out of its current or
retained earnings, or (ii) other than pursuant to any plan in accordance with
paragraph (d)(v)(A) above, the Corporation shall authorize the granting to the
holders of its common stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any other rights or warrants, or
(iii) of any reclassification or change of the common stock of the Corporation
(other than a subdivision or combination of its outstanding shares of common
stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the
Corporation is required or the sale or transfer of all or substantially all of
the assets of the Corporation, or (iv) of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation; the Corporation shall
mail to each holder of Series ____ Preferred Stock at such holder's address as
it shall appear on the books of the Corporation, at least fifteen days prior to
the applicable record date hereinafter specified, a notice stating (x) the
record date for such dividend, distribution or rights, or, if a record is not to
be taken, the date as of which the holders of common stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of common stock of record shall be entitled to
exchange their

                                      -20-
<PAGE>

shares of common stock for securities or other property deliverable upon such
reclassification, consolidation, merger, dissolution, liquidation or winding up.
No failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the legality or validity of any such transaction or any adjustment
in the conversion rate or conversion price required by this Section 6.]

[IF THE PREFERRED STOCK IS EXCHANGEABLE FOR OTHER SECURITIES, INSERT APPROPRIATE
LANGUAGE HERE]

          7.   Voting.  Except as hereinafter in this Section 7 expressly
               ------
provided or as otherwise required by law, the Series ____ Preferred Stock shall
have no voting power.

[IF THE PREFERRED STOCK IS GENERAL VOTING STOCK, INSERT THE FOLLOWING --

          (a)  Special Voting Rights.]

          Whenever and as often as dividends payable on any share or shares of
the Preferred Stock at the time outstanding shall be accumulated and unpaid in
an amount equivalent to or exceeding _____ quarterly dividends (whether or not
declared and whether or not consecutive), the holders of record of the Preferred
Stock of all series shall thereafter have the right, as a single class, to elect
two directors, and, subject to the terms of any outstanding series of Preferred
Stock, the holders of record of the common stock, as a single class, shall have
the right to elect the remaining authorized number of Directors.  In any such
election, the holders of shares of Series ____ Preferred Stock shall be entitled
to cast one vote per share.

          Upon the happening of the _____ dividend defaults hereinabove set
forth, a special meeting of stockholders of the Corporation then entitled to
vote shall be called by the Chairman of the Board or the President or the
Secretary of the Corporation, if requested in writing by the holders of record
of not less than ten percent of the Preferred Stock then outstanding.  At such
special meeting, or, if no such special meeting shall have been called, then at
the next annual meeting of stockholders, the stockholders of the Corporation
then entitled to vote shall elect, voting as above provided, an entirely new
Board of Directors, and the term of office of the Directors in office at the
time of such election shall expire upon the election of their successors at such
meeting; provided, however, that nothing herein contained shall be construed to
be a bar to the re-election of any Director at such meeting.  At all meetings of
stockholders at which holders of Preferred Stock shall be entitled to vote for
Directors as a single class, the holders of a majority of the outstanding shares
of each class or series of capital stock of the Corporation having the right to
vote as a single class shall be necessary to constitute a quorum, whether
present in person or by proxy for the election by that class or series of its
designated Directors.  In order to

                                      -21-
<PAGE>

validate an election of Directors by stockholders voting as a class, such
Directors shall be elected by the vote of at least a plurality of shares held by
such stockholders present or represented at the meeting. At any such meeting,
the election of Directors by stockholders voting as a class shall be valid
notwithstanding that a quorum of other stockholders voting as one or more
classes may not be present or represented at such meeting, and if any
stockholder voting as a class shall elect Directors, the Directors so elected
shall be deemed to be Directors of the Corporation unless and until the other
stockholders entitled to vote as one or more classes shall elect their
Directors.

          While class voting is in effect with respect to the Preferred Stock,
any Director elected by holders of Preferred Stock voting as a class may be
removed at any annual or special meeting, by vote of a majority of the
stockholders voting as a class who elected such Director, for any cause deemed
sufficient by such stockholders present at such meeting.  In case any vacancy
shall occur among the Directors elected by such stockholders voting as a class,
such vacancy may be filled by the remaining Director so elected, or his
successor then in office, and the Director so elected to fill such vacancy shall
serve until the next meeting of stockholders for the election of Directors.

          Such voting rights of the holders of Preferred Stock as a single
class, once effective, shall continue only until all arrears in dividends
(whether or not declared) on the Preferred Stock shall have been paid or
declared and set apart for payment at which time the right of the Preferred
Stock to vote as a single class for the election of Directors, as hereinabove
set forth, shall terminate.  Upon such termination, a special meeting of the
stockholders of the Corporation then entitled to vote may be called by the
Chairman of the Board or the President, and shall be called by the Chairman of
the Board or the President or the Secretary of the Corporation if requested in
writing by the holders of record of not less than one percent of the common
stock then outstanding, and at such special meeting, or if no such special
meeting shall have been called then at the next annual meeting of the
stockholders the stockholders of the Corporation then entitled to vote shall
elect an entirely new Board of Directors and the term of office of the Directors
in office at the time of such election shall expire upon the election of their
successors at such meeting; provided, however, that nothing herein contained
shall be construed to be a bar to the re-election of any such Director at such
meeting.

          The consent of the holders of at least two-thirds of the number of
shares of Preferred Stock at the time outstanding, given in person or by proxy,
either in writing or at a meeting of stockholders at which the holders of the
Preferred Stock shall vote separately as a class without regard to series, the
holders of shares of Series ____ Preferred Stock being entitled to cast one vote
per share thereon, shall be necessary for effecting or validating:

                                      -22-
<PAGE>

               (i)  any change in the Restated Certificate of Incorporation or
     certificate supplemental thereto or By-laws of the Corporation which would
     materially and adversely alter or change the preferences, privileges,
     rights or powers given to the holders of the Preferred Stock; provided,
     that if one or more but not all series of Preferred Stock at the time
     outstanding are so affected, only the consent of the holders of at least
     two-thirds of each series so affected voting separately as a class, shall
     be required; or

               (ii) the issuance of any shares of any other class of stock of
     the Corporation ranking prior to the Preferred Stock.

          The term "ranking prior to the Preferred Stock" shall mean and include
all shares of stock of the Corporation in respect of which the rights of the
holders thereof as to the payment of dividends or as to distributions in the
event of a voluntary or an involuntary liquidation, dissolution or winding up of
the Corporation, are given preference over the rights of the holders of the
Preferred Stock.

[IF PREFERRED STOCK IS GENERAL VOTING CONVERTIBLE STOCK, INSERT THE FOLLOWING --

          (b)  General Voting Rights. In addition to the voting rights conferred
               ---------------------
by Section 7(a) hereof, the holders of Series ____ Preferred Stock shall be
entitled to vote, together with holders of common stock, on all matters
submitted to the vote of the holders of common stock, including the election of
directors. Upon any matter so submitted to the vote or the shareholders having
voting rights with respect thereto, each holder of Series ____ Preferred Stock
shall be entitled to the number of votes per share of Series ____ Preferred
Stock equal to the number of whole shares of common stock into which such share
of Series ____ Preferred Stock is convertible on the record date set for
determining the holders of shares entitled to vote upon the matter submitted to
such vote.]

          8.   Liquidation Preference.  In the event of any liquidation,
               ----------------------
dissolution or winding up of the Corporation, voluntary or involuntary, the
holders of all shares of Series ____ Preferred Stock shall be entitled to be
paid in full out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets shall be made to the holders of
common stock or of any other shares of stock of the Corporation ranking as to
such distribution junior to the Series ____ Preferred Stock, an amount equal to
$_____ per share plus an amount equal to any accrued and unpaid dividends
thereon to the date fixed for payment of such distribution.  If, upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series ____ Preferred Stock
and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the Series ____ Preferred Stock are not paid in
full, the holders of the Series ____ Preferred Stock and of such other shares
shall share ratably

                                      -23-
<PAGE>

in any such distribution of assets of the Corporation in proportion to the full
respective preferential amounts to which they are entitled. After payment to the
holders of the Series ____ Preferred Stock of the full preferential amounts
provided for in this Section 8, the holders of the Series ____ Preferred Stock
shall be entitled to no further participation in any distribution of assets by
the Corporation.

          Consolidation or merger of the Corporation with or into another
corporation or corporations, or a sale whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a liquidation, dissolution
or winding up of the Corporation within the meaning of this paragraph 8.

          9.  Limitation on Dividends on Junior Ranking Stock.  So long as any
              -----------------------------------------------
Series ____ Preferred Stock shall be outstanding, the Corporation shall not
declare any dividends on the common stock of the Corporation or any other stock
of the Corporation ranking as to dividends or distribution of assets junior to
the Series ____ Preferred Stock (the common stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment on account of, or set
apart money for, a sinking or other analogous fund for the purchase, redemption
or other retirement of any shares of Junior Stock, or make any distribution in
respect thereof, whether in cash or property or in obligations or stock of the
Corporation, other than Junior Stock (such dividends, payments, setting apart
and distributions being herein called "Junior Stock Payments"), unless all of
the conditions set forth in the following subsections A and B shall exist at the
date of such declaration in the case of any such dividend, or the date of such
setting apart in the case of any such fund, or the date of such payment or
distribution in the case of any other Junior Stock Payment:

     A.   Full cumulative dividends shall have been paid or declared and set
apart for payment upon all outstanding shares of Preferred Stock other than
Junior Stock.

     B.   The Corporation shall not be in default or in arrears with respect to
any sinking or other analogous fund or any call for tenders, obligation or other
agreement for the purchase, redemption or other retirement of any shares of
Preferred Stock other than Junior Stock.

                                      -24-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>12
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
<TEXT>
<PAGE>

                                                                     Exhibit 5-1

                      SHEPPARD, MULLIN, RICHTER & HAMPTON


                                August 10, 2001


Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California  90067

          Re:  Northrop Grumman Corporation
               ----------------------------
               Registration Statement on Form S-3
               ----------------------------------

Dear Ladies and Gentlemen:

          We have acted as counsel for Northrop Grumman Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $2,000,000,000 aggregate
principal amount of the Company's senior and subordinated debt securities
(collectively, the "Debt Securities"); warrants to purchase Debt Securities
("Debt Warrants"); preferred stock, par value $1.00 per share ("Preferred
Stock"); common stock, par value $1.00 per share ("Common Stock"); and warrants
to purchase shares of Common Stock, Preferred Stock or other securities ("Equity
Warrants").  The Debt Securities, Debt Warrants, Preferred Stock, Common Stock
and Equity Warrants are herein referred to collectively as the "Securities". The
Securities may be issued from time to time by the Company after the registration
statement to which this opinion is an exhibit (the "Registration Statement")
becomes effective.  The terms used herein, unless otherwise defined, have the
meanings assigned to them in the Registration Statement.

          We have examined such documents as we have considered necessary for
purposes of this opinion, including (i) the form of Senior Indenture between the
Company and The Chase Manhattan Bank, as trustee (the "Senior Indenture"), (ii)
the form of Subordinated Indenture between the Company and The Chase Manhattan
Bank, as trustee (the "Subordinated Indenture"), (iii) the amended Certificate
of Incorporation and By-Laws of the Company, (iv) the forms of debt warrant
agreement and equity warrant agreement (the "Warrant Agreements"), each between
the Company and one or more warrant agents (each, a "Warrant Agent") relating to
the Debt Warrants of the Equity Warrants, as the case may be, and such other
documents and matters of law as we have deemed necessary in connection with the
opinions hereinafter expressed. In such examination, we have assumed the genuine
<PAGE>

Northrop Grumman Corporation
August 10, 2001
Page 2


ness of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to authentic originals of all documents submitted
to us as certified copies or photocopies. In rendering the opinions expressed
below, we have relied on factual representations by Company officials and
statements of fact contained in the documents we have examined.

          On the basis of the foregoing and having regard for legal
considerations we deem relevant, we are of the opinion that:

          (1) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.

          (2) Upon the taking of appropriate corporate action by the Company;
the effectiveness of the Registration Statement under the Act; the qualification
of the Senior Indenture or the Subordinated Indenture, as the case may be, under
the Trust Indenture Act of 1939; the compliance with the "blue sky" laws of
certain states; the due execution and delivery by the parties thereto of (a) the
Senior Indenture and Subordinated Indenture and each amendment of or supplement
thereto, as the case may be (each such Indenture, as so amended or supplemented,
being referred to as an "Indenture", and the Trustee under any Indenture being
referred to as a "Trustee") and (b) a Warrant Agreement relating to Debt
Warrants, and each amendment of or supplement thereto (each such Warrant
Agreement, as so amended or supplemented, being referred to as a "Debt Warrant
Agreement"), assuming that the relevant Indenture and Debt Warrant Agreement are
consistent with the forms thereof filed as exhibits to the Registration
Statement; and the due execution of the Debt Securities and the Debt Warrants on
behalf of the Company, the Debt Securities and the Debt Warrants will be duly
and validly authorized and, when the Debt Securities are duly authenticated by
the relevant Trustee and the Debt Warrants are duly authenticated by the
relevant Warrant Agent and sold and delivered at the price and in accordance
with the terms set forth in the Registration Statement and the supplement or
supplements to the relevant Prospectus included therein, the Debt Securities and
the Debt Warrants will be valid and binding obligations of the Company, entitled
to the benefits of the relevant Indenture and Debt Warrant Agreement, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          (3) Upon the taking of appropriate corporate action by the Company and
its shareholders, including the approval of the terms of any class or series of
Securities; the effectiveness of the Registration Statement under the Act; the
due
<PAGE>

Northrop Grumman Corporation
August 10, 2001
Page 3



execution and delivery by the parties thereto of a Warrant Agreement relating to
Equity Warrants, and each amendment thereof or supplement thereto (each such
Warrant Agreement, as so amended or supplemented, being referred to an "Equity
Warrant Agreement"), assuming that the relevant Equity Warrant Agreement is
consistent with the form thereof filed as an exhibit to the Registration
Statement and the due execution of the Equity Warrants on behalf of the Company,
the Equity Warrants will be duly and validly authorized and, when duly
authenticated by the relevant Warrant Agent and sold and delivered at the price
and in accordance with the terms set forth in the Registration Statement and the
supplement or supplements to the relevant Prospectus included therein, the
Common Stock and the Preferred Stock will be validly issued, fully paid and
nonassessable and the Equity Warrants will be valid and binding obligations of
the Company, entitled to the benefits of the Equity Warrant Agreement except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of the Debt and Equity Securities" in the Prospectus.  In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act.

                                     Very truly yours,



                                     /s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>13
<FILENAME>dex121.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                    EXHIBIT 12-1

                      RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                                                                                    Actual
                                              ----------------------------------------------------------------------------------
                                                 Six months ended
                                                     June 30,                             Year ended December 31,
                                              ------------------------    ------------------------------------------------------
                                                2001           2000          2000        1999        1998       1997      1996
                                              ---------     ----------    ----------   ---------   --------   --------  --------
<S>                                           <C>           <C>           <C>          <C>         <C>        <C>       <C>
Income from continuing operations
before income taxes and accounting
change:                                       $     352     $      516    $      975   $     747   $    309   $    512  $    478
                                              ---------     ----------    ----------   ---------   --------   --------  --------
Plus Fixed Charges:
   Interest on all Indebtedness.                    161             92           175         224        232        257       270

   Amortization of debt expense:                     16              6            13          13         14         15        24

   Portion of rental expenses on
   operating leases deemed to be
   representative of the interest
   factor:                                           26             21            41          32         32         33        25

   Preferred stock dividend
   requirements of consolidated
   subsidiaries:*                                    10              -             -           -          -          -         -
                                              ---------     ----------    ----------   ---------   --------   --------  --------
Total Fixed Charges:                                213            119           229         269        278        305       319
                                              ---------     ----------    ----------   ---------   --------   --------  --------
Less Preferred stock dividend:                      (10)             -             -           -          -          -         -
Earnings:                                     $     555     $      635    $    1,204   $   1,016   $    587   $    817  $    797
                                              ---------     ----------    ----------   ---------   --------   --------  --------
   Fixed Charges Ratio:                            2.61           5.34          5.26        3.78       2.11       2.68      2.50
                                              ---------     ----------    ----------   ---------   --------   --------  --------
</TABLE>


__________________________

*    Required preferred stock dividend divided by 1 minus the effective income
     tax rate applicable to continuing operations of 38%. See instructions to
     Item 503(d) of Regulation S-K.


     The ratios of earnings to fixed charges should be read in conjunction with
     the financial statements and other financial data included or incorporated
     by reference in this registration statement.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>14
<FILENAME>dex151.txt
<DESCRIPTION>LETTER FROM INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 15-1

   LETTER FROM INDEPENDENT ACCOUNTANTS REGARDING UNAUDITED INTERIM FINANCIAL
                                  INFORMATION

Northrop Grumman Corporation
Los Angeles, California

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Northrop Grumman Corporation and subsidiaries for the periods
ended March 31, 2001 and June 30, 2001 and of Northrop Grumman Systems
Corporation (formerly Northrop Grumman Corporation) and subsidiaries for the
periods ended March 31, 2000 and June 30, 2000, as indicated in our reports
dated May 10, 2001 and July 25, 2001, respectively; because we did not perform
an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in Northrop
Grumman Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001, are being incorporated by reference in this
Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Los Angeles, California
August 10, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>15
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP - NORTHROP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23-1

                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation on Form S-3 of our report dated January 24, 2001,
except for the subsequent events footnote, as to which the date is March 1,
2001, appearing in the Annual Report on Form 10K/A of Northrop Grumman Systems
Corporation (formerly Northrop Grumman Corporation) for the year ended December
31, 2000 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Los Angeles, California
August 10, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>16
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP - LITTON
<TEXT>
<PAGE>

                                                                    EXHIBIT 23-2

                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation on Form S-3 of our report dated October 10, 2000,
appearing in the Annual Report on Form 10-K of Litton Industries, Inc. for the
year ended July 31, 2000 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Los Angeles, California
August 10, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>17
<FILENAME>dex241.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    Exhibit 24-1

                               POWER OF ATTORNEY

                 FILING OF REGISTRATION STATEMENT ON FORM S-3

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the
"Company"), hereby nominate and appoint W. BURKS TERRY and JOHN H. MULLAN, and
each of them acting or signing singly, as his or her agents and attorneys-in-
fact (the "Agents"), in his or her respective name and in the capacity or
capacities indicated below to execute and/or file (1) a registration statement
on Form S-3 under the Securities Act of 1933, as amended, (the "Act"), in
connection with the registration under the Act of Debt Securities, Preferred
Stock, Common Stock, Warrants to purchase Debt Securities and Warrants to
purchase Equity Securities (including the final prospectus, schedules and all
exhibits and other documents filed therewith or constituting a part thereof);
and (2) any one or more amendments to any part of the foregoing registration
statement, including any post-effective amendments or appendices or supplements
that may be required to be filed under the Act to keep such registration
statement effective or to terminate its effectiveness.

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

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

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

                                      -1-
<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 10th day of August, 2001.

/s/ Kent Kresa                      Chairman of the Board, President and Chief
--------------------------------    Executive Officer and Director (Principal
Kent Kresa                          Executive Officer)

/s/ John T. Chain, Jr.              Director
--------------------------------
John T. Chain, Jr.

/s/ Lewis W. Coleman                Director
--------------------------------
Lewis W. Coleman

/s/ Vic Fazio                       Director
--------------------------------
Vic Fazio

/s/ Phillip Frost                   Director
--------------------------------
Phillip Frost

/s/ Charles R. Larson               Director
--------------------------------
Charles R. Larson

/s/ Robert A. Lutz                  Director
--------------------------------
Robert A. Lutz

/s/ Aulana L. Peters                Director
--------------------------------
Aulana L. Peters

/s/ John Brooks Slaughter           Director
--------------------------------
John Brooks Slaughter

/s/ Ronald D. Sugar                 Director and Corporate Vice President
--------------------------------
Ronald D. Sugar

/s/ Richard B. Waugh, Jr.           Corporate Vice President and Chief Financial
--------------------------------    Officer (Principal Financial Officer)
Richard B. Waugh, Jr.

/s/ Sandra J. Wright                Vice President and Controller (Principal
--------------------------------    Accounting Officer)
Sandra J. Wright

                                      -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>18
<FILENAME>dex251.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY & QUAL. OF TRUST
<TEXT>
<PAGE>

                                                                    Exhibit 25-1
     ____________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                           _________________________

                                   FORM  T-1

                           STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                  ___________________________________________
              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
               A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                   ________________________________________
                           THE CHASE MANHATTAN BANK
              (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)
                              William H. McDavid
                                General Counsel
                                270 Park Avenue
                           New York, New York 10017
                             Tel:  (212) 270-2611
           (Name, address and telephone number of agent for service)
                   ________________________________________
                         Northrop Grumman Corporation
              (Exact name of obligor as specified in its charter)
Delaware                                                              95-4840775
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

1840 Century Park East
Los Angeles, CA                                                            90067
(Address of principal executive offices)                              (Zip Code)
                   ________________________________________
           Debt Securities and Warrants to Purchase Debt Securities
                      (Title of the indenture securities)
          ____________________________________________________________
<PAGE>

                                    GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.

            New York State Banking Department, State House, Albany, New York
            12110.

            Board of Governors of the Federal Reserve System, Washington, D.C.,
            20551

            Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
            New York, N.Y.

            Federal Deposit Insurance Corporation, Washington, D.C., 20429.


        (b) Whether it is authorized to exercise corporate trust powers.

            Yes.


Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

                                      -2-
<PAGE>

Item 16.  List of Exhibits

          List below all exhibits filed as a part of this Statement of
Eligibility.

          1.  A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

          2.  A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

          3.  None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

          4.  A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).

          5.  Not applicable.

          6.  The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

          7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

          8.  Not applicable.

          9.  Not applicable.

                                   SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 7th day of August, 2001.

                                    THE CHASE MANHATTAN BANK

                                      By /s/ James P. Freeman
                                         --------------------
                                         James P. Freeman
                                         Vice President

                                      -3-
<PAGE>

                             Exhibit 7 to Form T-1


                               Bank Call Notice

                            RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                           The Chase Manhattan Bank
                 of 270 Park Avenue, New York, New York 10017
                    and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

                  at the close of business March 31, 2001, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                              Dollar Amounts
       ASSETS                                                                                   in Millions
<S>                                                                                          <C>
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin .....................................     $  19,899
  Interest-bearing balances ..............................................................        23,359
Securities:
Held to maturity securities...............................................................           531
Available for sale securities.............................................................        60,361
Federal funds sold and securities purchased under agreements to resell ...................        50,929
Loans and lease financing receivables:
  Loans and leases held for sale..........................................................         3,311
  Loans and leases, net of unearned income................................................     $ 153,867
  Less: Allowance for loan and lease losses...............................................         2,369
  Loans and leases, net of unearned income and allowance .................................       151,498
Trading Assets ...........................................................................        61,673
Premises and fixed assets (including capitalized leases)..................................         4,387
Other real estate owned ..................................................................            39
Investments in unconsolidated subsidiaries and associated companies.......................           429
Customers' liability to this bank on acceptances outstanding .............................           291
Intangible assets
  Goodwill................................................................................         1,839
  Other Intangible assets.................................................................         3,479
Other assets .............................................................................        18,598
                                                                                               ---------
TOTAL ASSETS .............................................................................     $ 400,623
                                                                                               =========
</TABLE>

                                      -4-
<PAGE>

                                  LIABILITIES

<TABLE>
<CAPTION>
<S>                                                                                                      <C>
Deposits
  In domestic offices ............................................................................          $131,214
  Noninterest-bearing ............................................................................          $ 52,683
  Interest-bearing ...............................................................................            78,531
  In foreign offices, Edge and Agreement subsidiaries and IBF's...................................           112,394
  Noninterest-bearing.............................................................................             5,045
  Interest-bearing ...............................................................................           107,349

Federal funds purchased and securities sold under agree-ments to repurchase ......................            61,321
Trading liabilities ..............................................................................            43,847
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)....            10,309
Bank's liability on acceptances executed and outstanding..........................................               291
Subordinated notes and debentures ................................................................             6,030
Other liabilities ................................................................................            12,004
TOTAL LIABILITIES ................................................................................           377,410
Minority Interest in consolidated subsidiaries ...................................................               126

                                EQUITY CAPITAL

Perpetual preferred stock and related surplus.....................................................                 0
Common stock .....................................................................................             1,211
Surplus (exclude all surplus related to preferred stock)..........................................            12,714
 Retained earnings................................................................................             9,446
 Accumulated other comprehensive income...........................................................              (284)
Other equity capital components...................................................................                 0
TOTAL EQUITY CAPITAL .............................................................................            23,087
                                                                                                            --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL..........................................          $400,623
                                                                                                            ========
</TABLE>

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.


                              WILLIAM B. HARRISON JR. )
                              DOUGLAS A. WARNER III   ) DIRECTORS
                              LAWRENCE A. BOSSIDY     )

                                      -5-

</TEXT>
</DOCUMENT>
</SUBMISSION>
