Ownership Retention Agreement
The undersigned elected officer (the "Officer") of Northrop Grumman Corporation (the "Company"), and the
Company, by executing and delivering this instrument, and intending to be legally bound, agree to the following:
I. Escrow of the Shares and Cash Payment.
1.01. The amount of federal, state and local income and social security, medicare and any other applicable
employment tax with respect to the vesting of Restricted Performance Stock Rights that occurred as a result of
the stockholder vote on February 26, 1998 approving the merger of the Company with a wholly owned
subsidiary of Lockheed Martin Corporation pursuant to that certain Agreement and Plan of Merger dated as of
July 2, 1997, as amended to the date hereof, shall be deemed to equal 50% of the number of shares that vested
on the date of such stockholder vote multiplied by $138.25 per share. The amount, if any, of such deemed tax in
excess of the amount heretofore withheld by the Company with respect to such shares shall be paid as soon as
practicable to the Officer in cash in lieu of an appropriate number of such shares valued at $138.25 per share.
Shares equal in value (at $138.25 per share) to the amount of the tax withholding and the in-lieu cash payment
shall not be issued and the Officer shall have no rights therein or thereto.
1.02. The shares of Common Stock to which the Officer is entitled (net of (i) tax withholding and (ii) the in-lieu
cash payment specified in Section 1.01 hereof) are referred to herein as the "Shares." All of the Shares shall
remain the property of the Officer but shall be subject to the restrictions contained in this Agreement. Annex A
sets forth the number of Shares subject to this Agreement.
1.03. The Shares shall be issued in the name of the Officer and delivered to Chase Manhattan Bank and Trust
Company, National Association, as Escrow Agent, pursuant to the terms of that certain Master Escrow
Agreement, of even date herewith, by and among the Company, the Officer