Indemnification Agreement - Northrop Grumman Corp.


                                    Form of
                            INDEMNIFICATION AGREEMENT


     This Agreement, dated as of the ____ day of _____________, 2002 between
Northrop Grumman Corporation, a Delaware corporation (the "Corporation"), and
NAME IN BOLD CAPS ("Indemnitee").
-----------------

     WHEREAS, it has come to the attention of the Board of Directors of the
Corporation (the "Board") that in certain circumstances highly competent persons
have recently become more reluctant to serve publicly-held corporations as
directors, officers or in other capacities unless they are provided with
adequate protection from the risk of liability due to claims and actions against
them arising out of their service to and activities on behalf of such
corporations; and

     WHEREAS, it has also come to the attention of the Board that, in this
regard, the current difficulty of obtaining adequate liability insurance and the
uncertainties related to indemnification for directors and officers have
increased the difficulty of attracting and retaining such highly competent
persons; and

     WHEREAS, the Board has determined that the inability to attract and retain
such highly competent persons is detrimental to the best interests of the
Corporation and its stockholders and that persons serving the Corporation should
be assured they will have adequate protection from certain liabilities; and

     WHEREAS, it is reasonable, prudent and necessary for the Corporation to
obligate itself contractually to indemnify such persons to the fullest extent
permitted by applicable law, so that such persons will serve or continue to
serve the Corporation, free from undue concern that they will not be adequately
indemnified; and

     WHEREAS, the Corporation's stockholders have approved the form of this
Agreement and have authorized the Corporation to enter into this Agreement with
certain persons, including Indemnitee; and

     WHEREAS, this Agreement is a supplement to and in furtherance of any rights
granted under the Certificate of Incorporation of the Corporation, or Article V
of the Bylaws of the Corporation, and any resolutions adopted pursuant thereto,
and shall not be deemed to be a substitute therefor nor to diminish or abrogate
any rights of Indemnitee thereunder; and

     WHEREAS, Indemnitee is willing to serve the Corporation in the capacity or
capacities in which he serves, continue so to serve and, if appropriate, to take
on additional service for or on behalf of the Corporation on the condition that
he be indemnified according to the terms of this Agreement;

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     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

     Section 1.  Definitions. For purposes of this Agreement:
                 ------------

     (a)  "Change in Control" means a change in control of the Corporation,
occurring after the Effective Date, which would be required to be reported in
response to Item 6(e) of Schedule 14A under Regulation 14A (or in response to
any similar item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), whether or not the
Corporation is then subject to such reporting requirement. Without limiting the
generality of the foregoing, a Change in Control shall be deemed to have
occurred if, after the Effective Date: (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
the Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board in office immediately prior to such
person attaining such percentage interest; (ii) the Corporation is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board in office immediately
prior to such transaction or event constitute less than a majority of the Board
thereafter; or (iii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board (including for this
purpose any new director whose election or nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds of the
directors then still office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board.

     (b)  "Corporate Status" means the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the request of the
Corporation.

     (c)  "Disinterested Director" means a director of the Corporation who is
not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.

     (d)  "Effective Date" means as of _________________, 2002.

     (e)  "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

     (f)  "Independent Counsel" means an attorney, a law firm, or a member of a
law firm,

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who (or which) is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i)
the Corporation or Indemnitee in any other matter material to either such party;
or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.

          (g)  "Proceeding" means any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce
his rights under this Agreement.

     Section 2.  Services by Indemnitee. Indemnitee agrees to serve as a
                 -----------------------
[director/officer/employee/agent/fiduciary] of the Corporation and, at its
request, as a director, officer, employee, agent or fiduciary of certain other
corporations and entities. Indemnitee may at any time and for any reason resign
from any such position (subject to any other contractual obligation or any
obligation imposed by operation of law).

     Section 3.  Indemnification - General. Subject to the provisions of Section
                 --------------------------
12(c), the Corporation shall indemnify, and advance Expenses to, Indemnitee as
provided in this Agreement to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may
thereafter from time to time permit, whether the actions or omissions (or
alleged actions or omissions) of Indemnitee giving rise to such indemnification
(including the advancing of Expenses) occurs or occurred before or after the
Effective Date. The rights of Indemnitee provided under the preceding sentence
shall include, but shall not be limited to, the rights set forth in the other
Sections of this Agreement.

     Section 4.  Proceedings Other Than Proceedings by or in the Right of the
                 ------------------------------------------------------------
Corporation. Indemnitee shall be entitled to the rights of indemnification
------------
provided in this Section if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to any threatened, pending, or completed
Proceeding, other than a Proceeding by or in the right of the Corporation.

Pursuant to this Section, Indemnitee shall be indemnified against Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with any such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal Proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 5.  Proceedings by or in the Right of the Corporation. Indemnitee
                 --------------------------------------------------
shall be entitled to the rights of indemnification provided in this Section if,
by reason of his Corporate Status, he is, or is threatened to be made, a party
to any threatened, pending or completed Proceeding brought by or

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in the right of the Corporation to procure a judgment in its favor. Pursuant to
this Section, Indemnitee shall be indemnified against Expenses actually and
reasonably incurred by him or on his behalf in connection with any such
Proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation. Notwithstanding
the foregoing, no indemnification against such Expenses shall be made in respect
of any claim, issue or matter in any such Proceeding as to which Indemnitee
shall have been adjudged to be liable to the Corporation if applicable law
prohibits such indemnification; provided, however, that if applicable law so
                                --------  -------
permits, indemnification against Expenses shall nevertheless be made by the
Corporation in such event if, and only to the extent that, the Court of Chancery
of the State of Delaware, or the court in which such Proceeding shall have been
brought or is pending, shall so determine.

     Section 6.  Indemnification for Expenses of a Party Who is Wholly or Partly
                 ---------------------------------------------------------------
Successful. Notwithstanding any other provision of this Agreement (other than
-----------
Section 12(c)), to the extent that Indemnitee is, by reason of his Corporate
Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Corporation shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. For the purposes of this Section
and without limiting the foregoing, the termination of any claim, issue or
matter in any such Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

     Section 7.  Indemnification for Expenses of a Witness. Notwithstanding any
                 ------------------------------------------
other provision of this Agreement (other than Section 12(c)), to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding,
he shall be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith.

     Section 8.  Advancement of Expenses. The Corporation shall advance all
                 ------------------------
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within twenty days after the receipt by the Corporation of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such
Expenses.

     Section 9.  Procedure for Determination of Entitlement to Indemnification.
                 --------------------------------------------------------------

     (a)  To obtain indemnification under this Agreement in connection with any
Proceeding, and for the duration thereof, Indemnitee shall submit to the
Corporation a written request, including

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therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification. The Secretary of the
Corporation shall, promptly upon receipt of any such request for
indemnification, advise the Board in writing that Indemnitee has requested
indemnification.

     (b)  Upon written request by Indemnitee for indemnification pursuant to
Section 9(a), a determination, if required by applicable law, with respect to
Indemnitee's entitlement thereto shall be made in such case: (i) if a Change in
Control shall have occurred, by Independent Counsel (unless Indemnitee shall
request that such determination be made by the Board or the stockholders, in
which case in the manner provided for in clause (ii) or (iii) of this Section
9(b) in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the
Board by a majority vote of a quorum consisting of Disinterested Directors, or
(B) if a quorum of the Board consisting of Disinterested Directors is not
obtainable, or even if such quorum is obtainable, if such quorum of
Disinterested Directors so directs, either (x) by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee,
or (y) by the stockholders of the Corporation, as determined by such quorum of
Disinterested Directors, or a quorum of the Board, as the case may be; or (iii)
if necessary, as provided in Section 10(b). If it is so determined that
Indemnitee is entitled to Indemnification, payment to Indemnitee shall be made
within ten days after such determination. Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including without limitation providing to such
person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Corporation
(irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Corporation hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

     (c)  If required, Independent Counsel shall be selected as follows: (i) if
a Change of Control shall not have occurred, Independent Counsel shall be
selected by the Board, and the Corporation shall give written notice to
Indemnitee advising him of the identity of Independent Counsel so selected; or
(ii) if a Change of Control shall have occurred, Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board, in which event (i) shall apply), and Indemnitee shall give
written notice to the Corporation advising it of the identity of Independent
Counsel so selected. In either event, Indemnitee or the Corporation, as the case
may be, may, within seven days after such written notice of selection shall have
been given, deliver to the Corporation or to Indemnitee, as the case may be, a
written objection to such selection. Such objection may be asserted only on the
ground that Independent Counsel so selected does not meet the requirements of
"Independent Counsel" as defined in Section 1, and the objection shall set forth
with particularity the factual basis of such assertion. If such written
objection is made, Independent Counsel so selected may not serve as Independent
Counsel unless and until a court has determined that such objection is without
merit. If, within twenty days after submission by

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Indemnitee of a written request for indemnification pursuant to Section 9(a), no
Independent Counsel shall have been selected and not objected to, either the
Corporation or Indemnitee may petition the Court of Chancery of the State of
Delaware, or any other court of competent jurisdiction, for resolution of any
objection which shall have been made by the Corporation or Indemnitee to the
other's selection of Independent Counsel and/or for appointment as Independent
Counsel of a person selected by such court or by such other person as such court
shall designate, and the person with respect to whom an objection is so resolved
or the person so appointed shall act as Independent Counsel under Section 9(b).
The Corporation shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with its
actions pursuant to this Agreement, and the Corporation shall pay all reasonable
fees and expenses incident to the procedures of this Section 9(c), regardless of
the manner in which such Independent Counsel was selected or appointed. Upon the
due commencement date of any judicial proceeding pursuant to Section 11(a)(iii),
Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

     Section 10.  Presumptions and Effects of Certain Proceedings.
                  ------------------------------------------------

     (a)  In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 9(a), and the Corporation shall have the burden of proof
to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to the presumption.

     (b)  If the person, persons or entity empowered or selected under Section 9
to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within 60 days after receipt by the Corporation of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for indemnification, or
(ii) prohibition of such indemnification under applicable law; provided,
                                                               ---------
however, that such 60-day period may be extended for a reasonable time, not to
-------
exceed an additional 30 days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
require(s) such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, that the foregoing
                                         -----------------
provisions of this Section 10(b) shall not apply (i) if the determination of
entitlement to indemnification is to be made by the stockholders pursuant to
Section 9(b) and if (A) within fifteen days after receipt by the Corporation of
the request for such determination, the Board has resolved to submit such
determination to the stockholders for their consideration at an Annual Meeting
thereof to be held within 75 days after such receipt and such determination is
made thereat, or (B) a special meeting of stockholders is called as provided in
the Corporation's Certificate of Incorporation and under applicable law within
30 days after such receipt for the purpose of making

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such determination (which 30-day period may be extended for reasonable periods
not to exceed an additional 30 days in order to ensure compliance with all
applicable laws), such meeting is held for such purpose within 60 days after
having been so called and such determination is made thereat, it being
understood that provisions of this Agreement shall not obligate the Corporation
to call such a special meeting, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 9(b).

     (c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
                                                                         ----
contendere or its equivalent, shall not (except as otherwise expressly provided
----------
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     Section 11. Remedies of Indemnitee.
                 -----------------------

     (a) In the event that (i) a determination is made pursuant to Section 9
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 8, (iii) the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9(b) and such determination shall not have been made
and delivered in a written opinion within 90 days after receipt by the
Corporation of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 7 within ten days after receipt by the
Corporation of a written request therefor, or (v) payment of indemnification is
not made within ten days after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed to have been made
pursuant to Section 9 or 10, Indemnitee shall be entitled to an adjudication in
an appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. The Corporation shall not oppose Indemnitee's right to
seek any such adjudication.

     (b) In the event that a determination shall have been made pursuant to
Section 9 that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section shall be conducted in all respects
as a de novo trial on the merits and Indemnitee shall not be prejudiced by
     -------
reason of that adverse determination. In any judicial proceeding commenced
pursuant to this Section, the Corporation shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be.

     (c) If a determination shall have been made or deemed to have been made
pursuant to Section 9 or 10 that Indemnitee is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee's
statement not materially misleading, in connection with the request for

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indemnification, or (ii) prohibition of such indemnification under applicable
law.

     (d) The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Corporation
is bound by all the provisions of this Agreement.

     (e) In the event that Indemnitee, pursuant to this Section, seeks a
judicial adjudication of his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Corporation,
and shall be indemnified by the Corporation against, any and all expenses (of
the kinds described in the definition of Expenses) actually and reasonably
incurred by him in such judicial adjudication, but only if he prevails therein.
If it shall be determined in such judicial adjudication that Indemnitee is
entitled to receive part but not all of the indemnification or advancement of
expenses sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication shall be appropriately prorated.

     Section 12. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
                 ------------------------------------------------------------

     (a) The rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation or Bylaws of the Corporation, any agreement, a vote
of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or any provision hereof shall be
effective as to Indemnitee with respect to any action taken or omitted by such
Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.

     (b) To the extent that the Corporation maintains an insurance policy or
policies providing liability insurance for directors, officers, employees,
agents or fiduciaries of the Corporation or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Corporation, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer,
employee or agent under such policy or policies.

     (c) If any policy referred to in Section 12(b) (or any other policy which
may provide coverage to Indemnitee) contains a provision which eliminates
coverage under such policy to the extent of the Corporation's contractual
obligations of indemnification, the Corporation shall have no obligations
hereunder to the extent that Indemnitee shall have been afforded coverage under
such policy.

     (d) In the event of any payment under this Agreement, the Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

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     (e) The Corporation shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

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     Section 13.  Duration of Agreement. This Agreement shall continue until and
                  ---------------------
terminate upon the later of: (a) ten years after the date that Indemnitee shall
have ceased to serve as a director, officer, employee, agent or fiduciary of the
Corporation or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the request
of the Corporation; or (b) the final termination of all pending Proceedings in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 11. This Agreement shall be binding upon the Corporation and its
successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators.

     Section 14.  Severability. If any provision or provisions of this Agreement
                  ------------
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Agreement (including without limitation each
portion of any Section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself held invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

     Section 15.  Exception to Right of Indemnification or Advancement of
                  -------------------------------------------------------
Expenses. Except as provided in Section 11(e), Indemnitee shall not be entitled
--------
to indemnification or advancement of Expenses under this Agreement with respect
to any Proceeding, or any claim therein, brought or made by him against the
Corporation.

     Section 16.  Settlement. The Corporation shall have no obligation to
                  ----------
indemnify Indemnitee hereunder for any amounts paid in settlement of any
Proceeding effected without the Corporation's prior written consent, which shall
not be unreasonably withheld.

     Section 17.  Identical Counterparts. This Agreement may be executed in one
                  ----------------------
or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart, signed by the party against whom enforceability is
sought, may constitute evidence of the existence of this Agreement.

     Section 18.  Headings. The headings of the paragraphs of this Agreement are
                  --------
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

     Section 19.  Modification and Waiver. No supplement, modification or
                  -----------------------
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of

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any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

     Section 20.  Notice by Indemnitee. Indemnitee agrees to notify the
                  --------------------
Corporation promptly in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder.

     Section 21.  Notices. All notices, requests, demands and other
                  -------
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom such
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

                    (a)   If to Indemnitee, to:


                          -------------------
                          Northrop Grumman Corporation
                          1840 Century Park East
                          Los Angeles, California 90067-2199


                    (b)   If to the Corporation, to:


                          Northrop Grumman Corporation
                          1840 Century Park East
                          Los Angeles, California 90067-2199


                          Attention:    John H. Mullan
                                        Corporate Vice President and Secretary

or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     Section 22.  Governing Law. This Agreement shall be governed by, and
                  -------------
construed and enforced in accordance with, the laws in effect in the State of
Delaware.

     Section 23.  Miscellaneous. Use of the masculine pronoun shall be deemed to
                  -------------
include usage of the feminine pronoun where appropriate.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first above written.

NORTHROP GRUMMAN CORPORATION                           INDEMNITEE


_____________________                           __________________________
Kent Kresa
Chairman and
Chief Executive Officer

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