<PAGE>

                                                                    EXHIBIT 99.8
                       Letter of Election and Transmittal
               To Exchange Each Outstanding Share of Common Stock
    (Including Associated Series A Participating Cumulative Preferred Stock
                                Purchase Rights)
                                       of
                         Newport News Shipbuilding Inc.

                                 to
                             Purchaser Corp. I
                         a Wholly Owned Subsidiary
                                    of
                       Northrop Grumman Corporation

                                      for
                             Shares of Common Stock
                                       of
                 Northrop Grumman Corporation Valued at $67.50
                                       or
                        $67.50 Net to the Seller in Cash
Subject, in each case, to the Election and Proration Procedures and Limitations

 Described in the Prospectus and this Letter of Election and Transmittal Dated
                             November 13, 2001




 OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
 CITY TIME, ON THURSDAY, NOVEMBER 29, 2001, UNLESS EXTENDED. SHARES TENDERED
 PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
 OF OUR OFFER, BUT NOT DURING ANY SUBSEQUENT OFFERING PERIOD.



                      The Exchange Agent for Our Offer is:

                          MELLON INVESTOR SERVICES LLC

<TABLE>
<S>                                <C>                                <C>
            By Mail:                     By Overnight Delivery:               By Hand Delivery:

  Mellon Investor Services LLC        Mellon Investor Services LLC       Mellon Investor Services LLC
    Reorganization Department          Reorganization Department          Reorganization Department
          P.O. Box 3301                    85 Challenger Road                    120 Broadway
   South Hackensack, NJ 07606               Mail Stop--Reorg                      13th Floor
                                       Ridgefield Park, NJ 07660              New York, NY 10271
</TABLE>

                         DESCRIPTION OF SHARES TENDERED

<TABLE>
<CAPTION>
  Name(s) and
Address(es) of
  Registered
   Holder(s)
 (Please fill
 in, if blank,
  exactly as
    name(s)
   appear(s)
   on Share                      Shares Tendered
certificate(s))   (Attach additional signed list if necessary)
-------------------------------------------------------------------------------
<S>              <C>                  <C>                       <C>
                                       Total Number of
                                           Shares
                                       Represented by            Number of
                  Certificate               Share                  Shares
                  Number(s)(1)        Certificate(s)(1)         Tendered(2)
                  -------------------------------------------------------------
                  -------------------------------------------------------------
                  -------------------------------------------------------------
                  -------------------------------------------------------------
                  -------------------------------------------------------------
                  -------------------------------------------------------------

                  Total Shares
</TABLE>
--------------------------------------------------------------------------------
 (1) Need not be completed by Book-Entry Stockholders.

 (2) Unless otherwise indicated, it will be assumed that all Shares represented
     by Share certificates delivered to the Exchange Agent are being tendered
     hereby. See Instruction 4.
-------------------------------------------------------------------------------

<PAGE>


                    DESCRIPTION OF RIGHTS TENDERED(1)

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

<TABLE>
<CAPTION>
Name(s) and
Address(es)
    of
Registered
 Holder(s)
  (Please
fill in, if         Rights Certificate(s) Tendered(2)
  blank)          (Attach additional list if necessary)
----------------------------------------------------------
                             Total Number of
                                 Shares
                             Represented by     Number of
              Certificate         Share           Rights
              Number(s)(2)  Certificate(s)(3)  Tendered(4)
                                             -------------
                                             -------------
                                             -------------
                                             -------------
                                             -------------
                                             -------------
<S>          <C>            <C>               <C>
              Total Rights
</TABLE>

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

 (1) Need only be completed if separate Rights Certificates are being tendered.


 (2) If the tendered Rights are represented by separate Rights Certificates,
     provide the certificate numbers of such Rights Certificates. Shareholders
     tendering Rights which are not represented by separate certificates will
     need to submit an additional Letter of Election and Transmittal if Rights
     Certificates are distributed.


 (3) Need not be completed by shareholders tendering by book-entry transfer.


 (4) Unless otherwise indicated, it will be assumed that all Rights being
     delivered to the Exchange Agent are being tendered. See Instruction 4.

   DELIVERY OF THIS LETTER OF ELECTION AND TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE
AGENT. YOU MUST SIGN THIS LETTER OF ELECTION AND TRANSMITTAL WHERE INDICATED
BELOW AND COMPLETE THE SUBSTITUTE W-9 FORM PROVIDED BELOW.

   THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF ELECTION AND TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF ELECTION AND TRANSMITTAL IS
COMPLETED.

   This Letter of Election and Transmittal is to be used by stockholders of
Newport News Shipbuilding Inc. if certificates for Newport News Shares (as
such term is defined below) are to be forwarded herewith or, unless an Agent's
Message (as defined in Instruction 2 below) is utilized, if delivery of
Newport News Shares is to be made by book-entry transfer to an account
maintained by the Exchange Agent at The Depository Trust Company (the "Book-
Entry Transfer Facility"), pursuant to the procedures set forth under "Our
Offer--Procedure for Tendering" in the Prospectus. Stockholders will be
required to tender one Newport News Right (as such term is defined below) for
each share of Newport News Common Stock tendered in order to effect a valid
tender of shares of Newport News Common Stock. Unless the Newport News
Distribution Date (as defined in the Prospectus) occurs, a tender of shares of
Newport News Common Stock will constitute a tender of the associated Newport
News Rights. Stockholders who deliver Newport News Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders who deliver Newport News Shares are referred to herein as
"Certificate Stockholders."


                                       2
<PAGE>

   Stockholders whose certificates for Newport News Shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Exchange Agent on or prior to the Expiration Date (as
defined in the Prospectus), or who cannot comply with the book-entry transfer
procedures on a timely basis, may nevertheless tender their Newport News
Shares according to the guaranteed delivery procedures set forth under "The
Offer--Procedure for Tendering" in the Prospectus. See Instruction 2. DELIVERY
OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT FOR THIS OFFER (AS DEFINED HEREIN).



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
  Box A:                               Election*
                        (See General Instructions 2, 13 and 14)
-------------------------------------------------------------------------------
  <S>                                                                   <C>
  Please list the total number of certificated Newport News Shares held
   by you:
                                                                        ------

  Check here if you are electing to receive cash for your certificated
   Newport News Shares:
                                                                        ------

  Check here if you are electing to receive Northrop Grumman Shares for
   your certificated Newport News Shares:
                                                                        ------

  Check here if you are not making any election with respect to your
   certificated Newport News Shares:
                                                                        ------

  Number of certificated shares tendered:
                                                                        ------
-------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
  Box B:                    Dividend Reinvestment Election*
-------------------------------------------------------------------------------
<S>                                                                     <C>
  Check here if you are tendering ALL dividend reinvestment shares and
   electing to receive cash:
                                                                        ------

  Check here if you are tendering ALL dividend reinvestment shares and
   electing to receive Northrop Grumman Shares:
                                                                        ------

  If you are tendering A PARTIAL AMOUNT of your total dividend
   reinvestment shares and elect to receive cash, enter partial share
   amount here:
                                                                        ------

  If you are tendering A PARTIAL AMOUNT of your total dividend
   reinvestment shares and elect to receive Northrop Grumman Shares,
   enter partial share amount here:
                                                                        ------

  Check here if you are not making any election with respect to your
   dividend reinvestment shares:
                                                                        ------
-------------------------------------------------------------------------------
</TABLE>



[_] CHECK HERE IF NEWPORT NEWS SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution: ____________________________________________

    DTC Account Number: _______________________________________________________

    Transaction Code Number: __________________________________________________

[_] CHECK HERE IF TENDERED NEWPORT NEWS SHARES ARE BEING DELIVERED PURSUANT TO A
    NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
    COMPLETE THE FOLLOWING:

    Name(s) of Registered Owner(s): ___________________________________________

    Window Ticket Number (if any): ____________________________________________

    Date of Execution of Notice of Guaranteed Delivery: _______________________

    Name of Institution which Guaranteed Delivery: ____________________________

*  Stockholders are required to make the same election for all Newport News
   Shares tendered pursuant to a single letter of election and transmittal.
   Stockholders who desire to make a cash election for a portion of their
   Newport News Shares and a Northrop Grumman stock election for their
   remaining shares must complete an additional letter of election and
   transmittal.


                                       3
<PAGE>

                   NOTE: SIGNATURES MUST BE PROVIDED BELOW.
     PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF ELECTION AND
                            TRANSMITTAL CAREFULLY.

Ladies and Gentlemen:

   The undersigned hereby delivers to Purchaser Corp. I, a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Northrop
Grumman Corporation, a Delaware corporation ("Northrop Grumman"), the above-
described shares of common stock, par value $0.01 per share (the "Common
Stock"), and the associated Series A participating cumulative preferred stock
purchase rights issued pursuant to the Newport News Rights Agreement (the
"Rights" and, together with the Common Stock, the "Newport News Shares"), of
Newport News Shipbuilding Inc., a Delaware corporation ("Newport News"),
pursuant to the Purchaser's offer to issue shares of common stock, par value
$1.00 per share (the "Northrop Grumman Shares") designed to have a value of
$67.50 per share or pay $67.50 per share in cash (subject, in each case, to
the election and proration procedures and limitations described in the
Prospectus and related Letter of Election and Transmittal) for each
outstanding Newport News Share. Each Newport News stockholder will be able to
elect to receive cash for all of his or her Newport News Shares, or Northrop
Grumman Shares for all of his or her Newport News Shares upon the terms and
subject to the conditions set forth in the Prospectus, dated November 13, 2001
(the "Prospectus"), receipt of which is hereby acknowledged, and this Letter
of Election and Transmittal (which, together with the Prospectus and any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Newport News Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the Offer
and will in no way prejudice the rights of tendering stockholders to receive
Northrop Grumman Shares and cash for Newport News Shares validly tendered and
accepted for exchange pursuant to the Offer. Receipt of the Offer is hereby
acknowledged. Unless the context otherwise requires and unless and until the
Rights are redeemed, all references to the Newport News Shares shall include
the associated Rights. The undersigned elects to have each of his or hers
Newport News Share converted pursuant to one or more of the following three
election options, in the manner indicated in Box A above:


  (A) Cash Election: The right to receive $67.50 per share in cash (subject
      to the election and proration procedures and limitations described in
      the Prospectus and in this Letter of Election and Transmittal);

  (B) Stock Election: The right to Northrop Grumman Shares designed to have a
      value of $67.50 per Newport News share (subject to the election and
      proration procedures and limitations described in the Prospectus and in
      this Letter of Election and Transmittal); or

  (C) No Election: The right not to make any election.

   Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance of the Newport News Shares tendered
herewith in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Purchaser, all
right, title and interest in and to all of the Newport News Shares that are
being tendered hereby (and any and all non-cash dividends, distributions,
rights, other Newport News Shares or other securities issued or issuable in
respect thereof on or after November 29, 2001 (collectively, "Distributions"))
and irrevocably constitutes and appoints the Exchange Agent the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Newport News Shares (and all Distributions), with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with
an interest), to (i) deliver certificates for such Newport News Shares (and
any and all Distributions), or transfer ownership of such Newport News Shares
(and any and all Distributions) on the account books maintained by the Book-
Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Purchaser,
(ii) present such Newport News Shares (and any and all Distributions) for
transfer on the books of Newport News, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Newport News
Shares (and any and all Distributions), all in accordance with the terms of
the Offer.


   THE UNDERSIGNED UNDERSTANDS THAT STOCKHOLDERS WILL BE REQUIRED TO TENDER
ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF NEWPORT
NEWS SHARES, UNLESS THE RIGHTS PLAN CONDITION (AS DEFINED IN THE PROSPECTUS)
HAS BEEN SATISFIED OR WAIVED. UNLESS THE NEWPORT NEWS DISTRIBUTION DATE (AS
DEFINED IN THE PROSPECTUS) OCCURS, A TENDER OF NEWPORT NEWS SHARES WILL
CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS. SEE INSTRUCTION 10.

                                       4
<PAGE>


   By executing this Letter of Election and Transmittal, the undersigned
hereby irrevocably appoints designees of the Purchaser, John Mullan and
W. Burks Terry, and each of them, as the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution and resubstitution, to vote
at any annual or special meeting of Newport News' stockholders or any
adjournment or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, to execute any written consent concerning any matter
as each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, and to otherwise act as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, all of the Newport News Shares (and any and all
Distributions) tendered hereby and accepted for exchange by the Purchaser.
This appointment will be effective if and when, and only to the extent that,
the Purchaser accepts such Newport News Shares for exchange pursuant to the
Offer. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for exchange of such Newport News Shares in
accordance with the terms of the Offer. Such acceptance for exchange shall,
without further action, revoke any prior powers of attorney and proxies
granted by the undersigned at any time with respect to such Newport News
Shares (and any and all Distributions), and no subsequent powers of attorney,
proxies, consents or revocations may be given by the undersigned with respect
thereto (and, if given, will not be deemed effective). The Purchaser reserves
the right to require that, in order for Newport News Shares (or other
Distributions) to be deemed validly tendered, immediately upon the Purchaser's
acceptance for exchange of such Newport News Shares, the Purchaser must be
able to exercise full voting, consent and other rights with respect to such
Newport News Shares (and any and all Distributions), including voting at any
meeting of Newport News' stockholders.


   The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Newport News
Shares tendered hereby and all Distributions, that the undersigned owns the
Newport News Shares tendered hereby, and that when the same are accepted for
exchange by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances and the same will not be subject
to any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Exchange Agent or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Newport News Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Exchange Agent for the
account of the Purchaser all Distributions in respect of the Newport News
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
the Purchaser shall be entitled to all rights and privileges as owner of each
such Distribution and may choose not to exchange the Newport News Shares
tendered hereby or may reduce from the total consideration due, the amount or
value of such Distribution as determined by the Purchaser in its sole
discretion.


   All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Prospectus the tender is irrevocable.

   The undersigned understands that the valid tender of Newport News Shares
pursuant to any one of the procedures described in "Our Offer--Procedure for
Tendering" of the Prospectus and in the Instructions hereto will constitute a
binding agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or
amended, the terms or conditions of any such extension or amendment). The
undersigned recognizes that under certain circumstances set forth in the
Prospectus, the Purchaser may not be required to accept for exchange any of
the Newport News Shares tendered hereby.


   Unless otherwise indicated under "Special Issuance Instructions," please
issue the Northrop Grumman Shares or a check for cash (including any cash in
lieu of fractional Northrop Grumman Shares), and return any certificates for
Newport News Shares not tendered or not accepted for exchange in the name(s)
of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the Northrop Grumman Shares or a check for cash
(including any cash in lieu of fractional Northrop Grumman Shares) and return
any certificates for Newport News Shares not tendered or not accepted for
exchange (and any accompanying documents, as appropriate) to the address(es)
of the registered holder(s) appearing above under "Description of Shares

                                       5
<PAGE>


Tendered." In the event that the boxes entitled "Special Issuance
Instructions" and "Special Delivery Instructions" are both completed, please
issue the Northrop Grumman Shares or a check for cash (including any cash in
lieu of fractional Northrop Grumman Shares), and issue certificates for
Newport News Shares not so tendered or accepted, in the name of, and deliver
said certificates and return such certificates to, the person or persons so
indicated. Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions," please credit any Newport News Shares tendered
herewith by book-entry transfer that are not accepted for exchange by
crediting the account at the Book-Entry Transfer Facility designated above.
The undersigned recognizes that the Purchaser has no obligation, pursuant to
the "Special Issuance Instructions," to transfer any Newport News Shares from
the name of the registered holder thereof if the Purchaser does not accept for
exchange any of the Newport News Shares so tendered.


                                       6
<PAGE>


   SPECIAL ISSUANCE INSTRUCTIONS             SPECIAL DELIVERY INSTRUCTIONS
  (See Instructions 1, 5, 6 and 7)          (See Instructions 1, 5, 6 and 7)


 To be completed ONLY if the               To be completed ONLY if
 Northrop Grumman Common Shares or         certificates for the Newport News
 cash are to be issued in name of          Shares not tendered or not
 someone other than the                    accepted and/or the Northrop
 undersigned, if certificates for          Grumman Common Shares or cash are
 the Newport News Shares not               to be sent to someone other than
 tendered or not accepted for              the undersigned or to the
 exchange are to be issued in the          undersigned at an address other
 name of someone other than the            than that shown under
 undersigned or if Newport News            "Description of Shares Tendered."
 Shares tendered hereby and
 delivered by book-entry transfer
 that are not accepted for
 exchange are to be returned by
 credit to an account maintained
 at a Book-Entry Transfer Facility
 other than the account indicated
 above.

                                           Mail Northrop Grumman Common
                                           Shares or cash and/or
                                           certificates to:

                                           Name _____________________________
                                                     (Please Print)
                                           Address __________________________

                                           __________________________________
 Issue Northrop Grumman Common                     (Include Zip Code)
 Shares or cash, and/or certifi-
 cate(s) to:


 Name(s) __________________________
           (Please Print)
 __________________________________
 Address __________________________
 __________________________________
         (Include Zip Code)
 __________________________________
    (Taxpayer Identification or
      Social Security Number)

     (See Substitute Form W-9)

 Credit the Newport News Shares
 delivered by book-entry transfer
 and not purchased to the Book-En-
 try Transfer Facility account:
 __________________________________
          (Account Number)



                                       7
<PAGE>


                                   IMPORTANT

                             STOCKHOLDERS SIGN HERE

                   (Also Complete Substitute Form W-9 Below)

 ____________________________________________________________________________
 ____________________________________________________________________________
                        (Signature(s) of Stockholder(s))

 Dated     , 2001

 (Must be signed by registered holder(s) exactly as name(s) appear(s) on the
 Share certificate(s) or on a security position listing or by person(s)
 authorized to become registered holder(s) by certificates and documents
 transmitted herewith. If signature is by trustee, executor, administrator,
 guardian, attorney-in-fact, officer of a corporation or other person acting
 in a fiduciary or representative capacity, please provide the following
 information and see Instruction 5.)

 Name(s) ____________________________________________________________________

 ____________________________________________________________________________
                                 (Please print)

 Name of Firm _______________________________________________________________

 Capacity (full title) ______________________________________________________
                              (see Instruction 5)

 Address ____________________________________________________________________

                               (Include Zip Code)

 Daytime Area Code and Telephone Number _____________________________________

 Taxpayer Identification or Social Security Number __________________________
                                                  (See Substitute Form W-9)

                           GUARANTEE OF SIGNATURE(S)

                           (See Instructions 1 and 5)

                  FOR USE BY ELIGIBLE INSTITUTIONS ONLY,*

                    PLACE MEDALLION GUARANTEE IN SPACE BELOW

 Authorized Signature _______________________________________________________

 Name(s) ____________________________________________________________________

-------

 *Newport News can guarantee delivery of Restricted Stock.



                                       8
<PAGE>

                                 INSTRUCTIONS

             Forming Part of the Terms and Conditions of the Offer

   1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Election and Transmittal (a) if this Letter of Election and
Transmittal is signed by the registered holder(s) (which term, for purposes of
this Instruction 1, includes any participant in any of the Book-Entry Transfer
Facility's systems whose name appears on a security position listing as the
owner of the Newport News Shares) of Newport News Shares tendered herewith,
unless such registered holder(s) has completed either the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Election and Transmittal or (b) if such Newport
News Shares are tendered for the account of a financial institution (including
most commercial banks, savings and loan associations and brokerage houses)
that is a participant in the Security Transfer Agents Medallion Program (an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Election and Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.


   2. Delivery of Letter of Election and Transmittal and Shares; Guaranteed
Delivery Procedures. This Letter of Election and Transmittal is to be
completed by stockholders of Newport News either if Newport News Share
certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if delivery of Newport News Shares is to be made by book-entry
transfer pursuant to the procedures set forth herein and in "The Offer--
Procedure for Tendering" of the Prospectus. For a stockholder to validly
tender Newport News Shares pursuant to the Offer, either (a) a properly
completed and duly executed Letter of Election and Transmittal, together with
any required signature guarantees or an Agent's Message (in connection with
book-entry transfer) and any other required documents, must be received by the
Exchange Agent at one of its addresses set forth herein prior to the
Expiration Date and either (i) certificates for tendered Newport News Shares
must be received by the Exchange Agent at one of such addresses prior to the
Expiration Date or (ii) Newport News Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein and in "The Offer--
Procedure for Tendering" of the Prospectus and a Book-Entry Confirmation must
be received by the Exchange Agent prior to the Expiration Date or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in "The Offer--Procedure for Tendering" of the Prospectus.

   Stockholders whose certificates for Newport News Shares are not immediately
available, including stockholders tendering restricted stock and other stock
pursuant to Section 2.9(a)(iii) of the Merger Agreement, or who cannot deliver
their certificates and all other required documents to the Exchange Agent
prior to the Expiration Date or who cannot comply with the book-entry transfer
procedures on a timely basis may tender their Newport News Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to
the guaranteed delivery procedure set forth herein and in "The Offer--
Procedure for Tendering" of the Prospectus.


   Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution or, in the case of stockholders
tendering restricted stock and other stock pursuant to Section 2.9(a)(iii) of
the Merger Agreement, Newport News (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Purchaser, must be received by the Exchange Agent prior to the Expiration Date
and (iii) the certificates for all tendered Newport News Shares, in proper
form for transfer (or a Book-Entry Confirmation with respect to all tendered
Newport News Shares), together with a properly completed and duly executed
Letter of Election and Transmittal, with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message, and any other
required documents must be received by the Exchange Agent within three New
York Stock Exchange, Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery.


   The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part
of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Newport News Shares, that such
participant has received and agrees to be bound by the terms of the Letter of
Election and Transmittal and that the Purchaser may enforce such agreement
against the participant.


   The signatures on this Letter of Election and Transmittal cover the Newport
News Shares tendered hereby.

   THE METHOD OF DELIVERY OF THE NEWPORT NEWS SHARES, THIS LETTER OF ELECTION
AND TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH
THE


                                       9
<PAGE>

BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. THE NEWPORT NEWS SHARES WILL BE DEEMED DELIVERED ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT (INCLUDING, IN THE CASE OF A BOOK-
ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

   No alternative, conditional or contingent tenders will be accepted, and no
fractional Newport News Shares will be purchased. All tendering stockholders,
by executing this Letter of Election and Transmittal, waive any right to
receive any notice of acceptance of their Newport News Shares for exchange.

   3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Newport News Shares tendered and
the Share certificate numbers with respect to such Newport News Shares should
be listed on a separate signed schedule attached hereto.

   4. Partial Tenders. (Not applicable to stockholders who tender by book-
entry transfer). If fewer than all the Newport News Shares evidenced by any
Share certificate delivered to the Exchange Agent herewith are to be tendered
hereby, fill in the number of Newport News Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In any such case, new
certificate(s) for the remainder of the Newport News Shares that were
evidenced by the old certificates will be sent to the registered holder,
unless otherwise provided in the appropriate box on this Letter of Election
and Transmittal, as soon as practicable after the Expiration Date or the
termination of the Offer. All Newport News Shares represented by certificates
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.

   5. Signatures on Letter of Election and Transmittal; Stock Powers and
Endorsements. If this Letter of Election and Transmittal is signed by the
registered holder(s) of the Newport News Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever.

   If any of the Newport News Shares tendered hereby are held of record by two
or more joint owners, all such owners must sign this Letter of Election and
Transmittal.

   If any of the tendered Newport News Shares are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.

   If this Letter of Election and Transmittal or any Share certificate or
stock power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Purchaser of the authority of
such person so to act must be submitted.


   If this Letter of Election and Transmittal is signed by the registered
holder(s) of the Newport News Shares listed and transmitted hereby, no
endorsements of Share certificates or separate stock powers are required
unless payment or certificates for Newport News Shares not tendered or not
accepted for exchange are to be issued in the name of a person other than the
registered holder(s). Signatures on any such Share certificates or stock
powers must be guaranteed by an Eligible Institution.

   If this Letter of Election and Transmittal is signed by a person other than
the registered holder(s) of the Newport News Shares evidenced by certificates
listed and transmitted hereby, the Share certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the Share certificates.
Signature(s) on any such Share certificates or stock powers must be guaranteed
by an Eligible Institution.

   6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the
transfer and sale of any Newport News Shares to it or its order pursuant to
the Offer. If, however, delivery of the consideration in respect of the Offer
is to be made, or (in the circumstances where permitted hereby) if
certificates for Newport News Shares not tendered or not accepted for exchange
are to be registered in the name of, any


                                      10
<PAGE>


person other than the registered holder(s), or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Election and Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) payable on
account of the transfer to such other person will be deducted from the overall
consideration paid unless evidence satisfactory to the Purchaser of the
payment of such taxes, or exemption therefrom, is submitted.


   Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the
Newport News Shares tendered hereby.

   7. Special Issuance and Delivery Instructions. If certificates for Northrop
Grumman Shares or a check for cash (including any cash in lieu of fractional
Northrop Grumman Shares), and certificates for Newport News Shares not
accepted for exchange or not tendered are to be issued in the name of and/or
returned to, a person other than the signer of this Letter of Election and
Transmittal or if a check is to be sent, and/or such certificates are to be
returned, to a person other than the signer of this Letter of Election and
Transmittal, or to an address other than that shown above, the appropriate
boxes on this Letter of Election and Transmittal should be completed. Any
stockholder(s) delivering Newport News Shares by book-entry transfer may
request that Newport News Shares not purchased be credited to such account
maintained at the Book-Entry Transfer Facility as such stockholder(s) may
designate in the box entitled "Special Issuance Instructions." If no such
instructions are given, any such Newport News Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility
designated above as the account from which such Newport News Shares were
delivered.

   8. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Prospectus, this Letter of Election and
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or Dealer Manager at their respective
address and phone numbers set forth below, or from brokers, dealers,
commercial banks or trust companies.

   9. Waiver of Conditions. Subject to the Merger Agreement, the Purchaser
reserves the right to waive, at any time or from time to time, any of the
specified conditions of the Offer, in whole or in part, in the case of any
Newport News Shares tendered.


   10. Tender of Newport News Rights after Newport News' Distribution Date. If
the Newport News Distribution Date occurs and separate certificates
representing the Newport News Rights are distributed by Newport News or the
Rights Agent to holders of Newport News Shares prior to the time a holder's
Newport News Shares are tendered pursuant to the Offer, certificates
representing a number of Newport News Rights equal to the number of Newport
News Shares tendered must be delivered to the Exchange Agent, or, if
available, a Book-Entry Confirmation received by the Exchange Agent with
respect thereto, in order for such Newport News Shares to be validly tendered.
If the Newport News Distribution Date occurs and separate certificates
representing the Newport News Rights are not distributed prior to the time
Newport News Shares are tendered pursuant to the Offer, Newport News Rights
may be tendered prior to a stockholder receiving the certificates for Newport
News Rights by use of the guaranteed delivery procedures described under "The
Offer--Procedure for Tendering" in the Prospectus. If Newport News Rights
certificates are distributed but are not available to a stockholder prior to
the time Newport News Shares are tendered pursuant to the Offer, a tender of
Newport News Shares constitutes an agreement by the tendering stockholder to
deliver to the Exchange Agent pursuant to such guaranteed delivery procedures,
prior to the expiration of the period to be specified in the Notice of
Guaranteed Delivery and the related Letter of Election and Transmittal for
delivery of Newport News Rights certificates or a Book-Entry Confirmation for
Newport News Rights (the "Newport News Rights Delivery Period"), Newport News
Rights certificates representing a number of Newport News Rights equal to the
number of Newport News Shares tendered. The Purchaser reserves the right to
require that it receive such Newport News Rights certificates (or a Book-Entry
Confirmation with respect to such Newport News Rights) prior to accepting
Newport News Shares for exchange.


   Nevertheless, the Purchaser will be entitled to accept for exchange Newport
News Shares tendered by a stockholder prior to receipt of the Newport News
Rights certificates required to be tendered with such Newport News Shares or a
Book-Entry Confirmation with respect to such Newport News Rights and either
(i) subject to complying with applicable rules and regulations of the
Securities and Exchange Commission, withhold payment for such Newport News
Shares pending


                                      11
<PAGE>


receipt of the Newport News Rights certificates or a Book-Entry Confirmation
for such Newport News Rights or (ii) exchange Newport News Shares accepted for
exchange pending receipt of the Newport News Rights certificates or a Book-
Entry Confirmation for such Newport News Rights in reliance upon the
guaranteed delivery procedures. In addition, after expiration of the Newport
News Rights Delivery Period, the Purchaser may instead elect to reject as
invalid a tender of Newport News Shares with respect to which Newport News
Rights certificates or a Book-Entry Confirmation for an equal number of
Newport News Rights have not been received by the Exchange Agent. Any
determination by the Purchaser to make payment for Newport News Shares in
reliance upon such guaranteed delivery procedure or, after expiration of the
Newport News Rights Delivery Period, to reject a tender as invalid, shall be
made, subject to applicable law, in the sole and absolute discretion of the
Purchaser.


   11. Substitute Form W-9. Each tendering stockholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below. Failure to file the Substitute Form W-9
may subject the tendering stockholder to a penalty of $50. In addition,
payments of cash in exchange for Newport News Shares and, if applicable, in
lieu of fractional Northrop Grumman Common Shares that are made to such
stockholder with respect to Newport News Shares accepted pursuant to the Offer
may be subject to backup withholding of 30.5% if the tendering stockholder
fails to provide information on the Substitute Form W-9 or if otherwise
required. If the tendering stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
tendering stockholder should check the box in Part 3 of the Substitute Form W-
9 and sign and date both the Substitute Form W-9 and the "Certificate of
Awaiting Taxpayer Identification Number." If the box in Part 3 is checked and
the Exchange Agent is not provided with a TIN by the time of payment, the
Exchange Agent must withhold 30.5% of all payments of cash thereafter until a
TIN is provided to the Exchange Agent. The stockholder is required to give the
Exchange Agent the social security number or employer identification number of
the record owner of the Newport News Shares or the last transferee appearing
on the stock powers attached to, or endorsed on, the Newport News Shares. If
the Newport News Shares are in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report.


   12. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Newport News Shares has been lost, destroyed or stolen, the
stockholder should promptly notify Newport News's Transfer Agent. The
stockholder will then be instructed as to the steps that must be taken in
order to replace the Share certificate(s). This Letter of Election and
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stock Share certificates have been followed.

   13. Revocation or Change of Election. An election is irrevocable, except
that Newport News Shares tendered pursuant to the Offer may be withdrawn at
any time prior to the Expiration Date and after the Expiration Date, unless
previously accepted pursuant to the Offer. After an effective withdrawal you
may change your election by submitting to the Exchange Agent a completed
replacement of this document and any other documents required by the offer for
properly tendering Newport News Shares prior to the Expiration Date.


   14. Election and Proration Procedures. To properly complete Box A you must
indicate the number of Newport News Shares owned by you and whether, with
respect to such shares, you are electing to receive cash, stock, or you are
not making any election and your name and address must be set forth in the
column under the heading "Name and Address of Registered Holder(s)" and either
(i) the number of each Newport News Share certificate that you are
surrendering with this document must be written in the column under the
heading "Certificate Number" or (ii) if you are using the guarantee of
delivery procedures, the number of shares represented by your stock
certificates to be delivered pursuant to such procedures must be written in
the column under the heading "Number of Shares Represented by Certificate."

   If the elections by Newport News shareholders result in an oversubscription
of either the cash consideration or the stock consideration, the procedure for
proration set forth in the Prospectus will be followed by the Exchange Agent.
Accordingly, there can be no assurance that your election will result in your
receipt of your desired form of consideration. However, the form of
consideration you receive should be closer to your desired choice than if you
made no election.

                                      12
<PAGE>

   IMPORTANT: THIS LETTER OF ELECTION AND TRANSMITTAL TOGETHER WITH ANY
REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR
TENDERED NEWPORT NEWS SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT OR NEWPORT
NEWS SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY
TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

                                      13
<PAGE>

                           IMPORTANT TAX INFORMATION

   Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to backup withholding, but those
stockholders should nevertheless file Substitute Form W-9 to avoid possible
erroneous backup withholding. In order for a foreign individual to qualify as
an exempt recipient, that stockholder must submit a Form W-8 BEN or successor
form, signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 BEN can be obtained from the Exchange Agent. See the
enclosed Guidelines for Certificate of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.


   Backup withholding is not an additional tax. Rather the tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.

                  PAYER'S NAME: Mellon Investor Services LLC
-------------------------------------------------------------------------------


                    Part 1--PLEASE PROVIDE YOUR
 SUBSTITUTE         TIN IN THE BOX AT RIGHT AND      ------------------------
                    CERTIFY BY SIGNING AND
                    DATING BELOW

                                                      Social Security Number
 Form W-9                                             (If awaiting TIN write
                                                           "Applied For")


 Department of the
 Treasury                                                       OR
 Internal
 Revenue                                             ------------------------
 Service                                              Employer Identification
                                                              Number

                                                      (If awaiting TIN write
                    Part 2--Certificate--Under penalties of perjury, I
                    certify that:
 Payer's Request for Taxpayer
 Identification Number ("TIN")                             "Applied For")
                   -----------------------------------------------------------

                    (1) The number shown on this form is my correct Taxpayer
                        Identification Number (or I am waiting for a number
                        to be issued for me), and
                    (2) I am not subject to backup withholding because: (a) I
                        am exempt from backup withholding, or (b) I have not
                        been notified by the Internal Revenue Service (the
                        "IRS") that I am subject to backup withholding as a
                        result of a failure to report all interest or
                        dividends, or (c) the IRS has notified me that I am
                        no longer subject to backup withholding, and
                    (3) I am a U.S. person (including a U.S. resident alien).

                    Certification Instructions--You must cross out item (2)
                    above if you have been notified by the IRS that you are
                    currently subject to backup withholding because of under-
                    reporting interest or dividends on your tax returns.
                    However, if after being notified by the IRS that you are
                    subject to backup withholding, you receive another
                    notification from the IRS that you are no longer subject
                    to backup withholding, do not cross out such item (2).
                    (Also see instructions in the enclosed Guidelines).

                   -----------------------------------------------------------
                    SIGNATURE ____________________________________ DATE , 2001

                    Name (Please Print): _____________

                    Address: _________________________

                    City, State & Zip Code: __________
                   -----------------------------------------------------------
                    Part 3--Awaiting TIN [_]

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A PENALTY IMPOSED
      BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 30.5% OF
      ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
      ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX PAYER IDENTIFICATION NUMBER
      ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


                                      14
<PAGE>

  YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
  PART 3 OF THE SUBSTITUTE FORM W-9.


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 I certify under penalties of perjury that a Taxpayer Identification Number
 has not been issued to me, and either (1) I have mailed or delivered an
 application to receive a Taxpayer Identification Number to the appropriate
 Internal Revenue Service Center or Social Security Administration Office or
 (2) I intend to mail or deliver an application in the near future. I
 understand that if I do not provide a Taxpayer Identification Number to the
 Exchange Agent by the time of payment, 30.5% of all reportable payments
 made to me thereafter will be withheld, but that such amounts will be
 refunded to me if I provide a properly certified Taxpayer Identification
 Number to the Exchange Agent within sixty (60) days if so requested.


<TABLE>
  <S>                                           <C>
  ______________________________                __________________, 2001
            Signature                                Date
</TABLE>

 Name (Please Print): __________________

                                       15
<PAGE>

   Questions and requests for assistance or additional copies of the
Prospectus, this Letter of Election and Transmittal and other tender offer
materials may be directed to the Information Agent or the Dealer Manager as set
forth below:

                    The Information Agent for the Offer is:

                             D. F. King & Co., Inc.
                                77 Water Street
                            New York, New York 10005

                 Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll Free: (800) 758-5378

                      The Dealer Manager for the Offer is:

                              Salomon Smith Barney
                              388 Greenwich Street
                            New York, New York 10013

