NORTHROP GRUMMAN CORPORATION
THIS AGREEMENT is made and entered into as of this _____ day of ____, 1996, by and between Northrop
Grumman Corporation, a Delaware corporation (hereinafter referred to as the "Company") and
_____________________________ (hereinafter referred to as the "Executive").
The Board of Directors of the Company has approved the Company entering into severance agreements with
certain key executives of the Company.
The Executive is a key executive of the Company.
Should the possibility of a Change in Control of the Company arise, the Board believes it imperative that the
Company and the Board should be able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon the Executive's advice, if requested, as to the best interests of
the Company and its shareholders without concern that the Executive might be distracted by the personal
uncertainties and risks created by the possibility of a Change in Control.
Should the possibility of a Change in Control arise, in addition to his regular duties, the Executive may be called
upon to assist in the assessment of such possible Change in Control, advise management and the Board as to
whether such Change in Control would be in the best interests of the Company and its shareholders, and to take
such other actions as the Board.
The Executive and the Company desire that, with respect to those Executives who have previously entered an
Amended and Restated Special Severance Pay Agreement, might determine to be appropriate, the terms of this
Agreement shall completely replace and supersede the provisions set forth in the Amended and Restated Special
Severance Pay Agreement, entered into by and between the Company and the Executive prior to the date hereof
(setting forth terms and provisions with respect to the Executive's entitlement to payments and benefits following a
Change in Control of the Company);
NOW THEREFORE, to assure the Company that