Exhibit 2
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of August 20, 2003, between Northrop Grumman
Corporation (the "Corporation") and EquiServe Trust Company, N.A., as
Rights Agent (the " Rights Agent").
W I T N E S S E T H:
WHEREAS, the Corporation and the Rights Agent entered into a Rights
Agreement dated as of January 31, 2001 (the "Rights Agreement"); and
WHEREAS, the Board of Directors of the Corporation has determined that
it is desirable and in the best interests of the Corporation and its
stockholders to amend the Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
Section 7(a) of the Rights Agreement is hereby amended to substitute
the following in place of clause (i):
"(i) at midnight on December 31, 2003 (the "Final Expiration Date")"
Section 21 of the Rights Agreement is hereby amended to add after
first sentence ending with "...by first class mail."
"In the event the transfer agency relationship in effect between the
Company and the Rights Agent terminates, the Rights Agent will be deemed to
resign automatically on the effective date of such termination; and any
required notice will be sent by the Company."
Insert new Section 35:
"Notwithstanding anything to the contrary contained herein, Rights
Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without
limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failure or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
NORTHROP GRUMMAN CORPORATION
By /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Vice President
and Secretary
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Director
