Employment Agreement - Northrop Grumman Corp. and Kent Kresa


                            AMENDMENT AGREEMENT

     THIS AMENDMENT AGREEMENT is entered into by and between Northrop
Grumman Corporation (the "Company") and Kent Kresa (the "Executive").

                                  RECITALS

     WHEREAS, the Company granted the Executive certain awards identified
herein under the Company's 1993 Long-Term Incentive Stock Plan (the
"Plan"); and

     WHEREAS, the Company has amended those awards to provide certain
improved retirement terms to the Executive and the Company and the
Executive desire to document such amendments;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties
hereto agree as follows:

1. Amendments.

     .  December 1998 Stock Option. The Executive was granted a stock option by
        the Company under the Plan in December 1998. The terms of such option
        provide that if the Executive retires (as defined in the award
        certificate evidencing such option grant) while employed by the Company
        or one of its subsidiaries (x) the next succeeding installment of the
        option will vest and (y) all installments under the option which have
        vested as of the Executive's retirement date may be exercised by the
        Executive (or his permitted successor) until the fifth anniversary of
        the Executive's retirement, but in no event after the expiration date of
        the option. Such option is hereby amended such that, if the Executive
        retires (as defined in the award certificate evidencing such option
        grant) while employed by the Company or one of its subsidiaries (x) the
        next succeeding installment of the option will vest as of the
        Executive's retirement date, (y) any and all succeeding installments of
        the option will vest as of the date(s) that they would have otherwise
        vested had the Executive remained employed by the Company or one of its
        subsidiaries, and (z) all installments under the option which have
        vested as of the Executive's retirement date or which vest as described
        in the foregoing clause (y) may be exercised by the Executive (or his
        permitted successor) until the fifth anniversary of the Executive's
        retirement, but in no event after the expiration date of the option.

     .  December 1998 RPSR Grant. The Executive was granted a restricted
        performance stock right ("RPSR") award by the Company under the Plan in
        December 1998. The terms of such award provide that if the Executive
        retires (as defined in the Guide to Administration applicable to such
        award) while employed by the Company or one of its subsidiaries (x) the
        target number of RPSRs subject to the award will be pro rated based on
        the number of months in the applicable performance period that the
        Executive was employed by the Company or a subsidiary, and (y) prorated
        payments with respect to the award will be made at the same time and on
        the same performance basis as if the Executive had not

 
        retired. Such award is hereby amended such that, if the Executive
        retires (as defined in the Guide to Administration applicable to such
        award) while employed by the Company or one of its subsidiaries there
        will be no pro ration of the target number of RPSRs subject to the award
        (that is, 100% of the target number of RPSRs initially subject to the
        award shall remain subject to the award). Payments with respect to the
        award will still be made at the same time and on the same performance
        basis as if the Executive had not retired.

     .  November 1999 RSR Grant. The Executive was granted a restricted stock
        right ("RSR") award by the Company under the Plan in November 1999. The
        terms of such award provide that if the Executive retires (as defined in
        the award certificate evidencing such award grant) while employed by the
        Company or one of its subsidiaries the next succeeding installment of
        the award will vest. Such award is hereby amended such that, if the
        Executive retires (as defined in the award certificate evidencing such
        award grant) while employed by the Company or one of its subsidiaries
        (x) the next succeeding installment of the award will vest as of (and
        the share certificate corresponding to such installment shall be issued
        as soon as practical after) the Executive's retirement date, and (y) any
        and all succeeding installments of the award will vest as of the dates
        that they would have otherwise vested had the Executive remained
        employed by the Company or one of its subsidiaries (and the share
        certificate corresponding to any such installment shall be issued as
        soon as practical after the corresponding scheduled vesting date).

2.   Continuing Effect of Awards. Except as provided above, the other terms of 
     the awards referred to above, as set forth or referenced in the applicable
     award certificates, shall continue in effect.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement
as of _________________, 2001.

THE COMPANY                                  THE EXECUTIVE


By:  /s/ J. Michael Hateley                  /s/ Kent Kresa
     -------------------------               -------------------------------
                                             Kent Kresa

Its: Corporate Vice President, 
     Chief Human Resources and 
     Administrative Officer

By:  /s/ John H. Mullan
     ---------------------------

Its: Corporate Secretary

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