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                                                                     EXHIBIT 4.4

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHOIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                      NORTHROP GRUMMAN SYSTEMS CORPORATION

                           7-3/4% DEBENTURE DUE 2031

No. __                                                    $ _________________
                                                            CUSIP 666807 AT 9

     Northrop Grumman Systems Corporation, formerly Northrop Grumman
Corporation, a corporation duly organized and existing under the laws of
Delaware (herein called the "Company," which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
$______________ on February 15, 2031 and to pay interest thereon from February
27, 2001 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on February 15 and August 15 in
each year, commencing August 15, 2001 at the rate of 7-3/4% per annum, until the
principal hereof is paid or made available for payment; provided, that in the
                                                        --------
event of a Non-Registration Event (as defined in the Registration Rights
Agreement dated as of February 27, 2001 by and among the Company and the initial
purchasers identified therein) with respect to the Securities of this series,
additional interest will accrue on such Securities at an annual rate of .25% for
the first 90-day period immediately following the occurrence of a Non-
Registration Event, and such annual rate will increase by an additional .25%
with respect to each subsequent 90-day period until all Non-Registration Events
have been cured, up to a maximum additional annual interest rate of 1.0%.  The
additional interest will accrue

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from and including the date on which any such Non-Registration Event shall occur
to but excluding the date on which all such Non-Registration Events have been
cured. The Company will pay such additional interest on each Interest Payment
Date. Such additional interest will be in addition to any other interest payable
from time to time with respect to the Securities of this series. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any such interest on
this Security will be made in immediately available funds at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
the City of New York in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by wire transfer in immediately available funds to an account maintained by
the person entitled thereto as specified in the Security Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  _________, 2001

                                         NORTHROP GRUMMAN SYSTEMS
                                         CORPORATION (formerly Northrop Grumman
                                         Corporation)


                                         By _______________________________
                                         Albert F. Myers
                                         Corporate Vice President and Treasurer


                                         Attest:
[SEAL]                                   By _______________________________
                                         John H. Mullan
                                         Corporate Vice President and Secretary

     This is one of the Securities of the series designated on the face hereof
referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, As Trustee


By ___________________________________
           Authorized Officer

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                             [REVERSE OF SECURITY]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 15, 1994 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are and are to be authenticated and delivered. This
Security is one of the series designated on the face hereof. The Securities are
unsecured general obligations of the Company.

     The Securities of this series are subject to redemption upon not less than
30 days notice by mail, as a whole or in part, at the election of the Company at
a Redemption Price equal to the greater of (a) the principal amount of the
Securities being redeemed plus accrued and unpaid interest to the Redemption
Date or (2) the Make-Whole Amount for the Securities being redeemed.

     As used in this Security:

          "Adjusted Treasury Rate" means, with respect to any Redemption Date,
     (i) the yield, under the heading which represents the average for the
     immediately preceding week, appearing in the most recently published
     statistical release designated "H.15 (519)" or any successor publication
     which is published weekly by the Board of Governors of the Federal Reserve
     System and which establishes yields on actively traded United States
     Treasury securities adjusted to constant maturity under the caption
     "Treasury Constant Maturities," for the maturity corresponding to the
     Comparable Treasury Issue (if no maturity is within three months before or
     after the remaining term of the Securities being redeemed, yields for the
     two published maturities most closely corresponding to the Comparable
     Treasury Issue shall be determined and the Adjusted Treasury Rate shall be
     interpolated or extrapolated from such yields on a straight line basis,
     rounding to the nearest month) or (ii) if such release (or any successor
     release) is not published during the week preceding the calculation date or
     does not contain such yields, the rate per year equal to the semi-annual
     equivalent yield to maturity of the Comparable Treasury Issue (expressed as
     a percentage of its principal amount) equal to the Comparable Treasury
     Price for such Redemption Date, in each case calculated on the third
     Business Day preceding the Redemption Date, plus .30%.

          "Comparable Treasury Issue" means the United States Treasury security
     selected by the Quotation Agent as having a maturity comparable to the
     remaining term from the Redemption Date to the Stated Maturity of the
     principal amount of the Securities being redeemed that would be utilized,
     at the

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     time of selection and in accordance with customary financial practice, in
     pricing new issues of corporate debt securities of comparable maturity to
     the remaining term of this Security.

          "Comparable Treasury Price" means, with respect to any Redemption
     Date, if clause (ii) of the Adjusted Treasury Rate is applicable, the
     average of three, or such lesser number as is obtained by the Trustee,
     Reference Treasury Dealer Quotations for such Redemption Date.

          "Make Whole Amount" means the sum, as determined by a Quotation
     Agent, of the present values of the principal amount of the Securities to
     be redeemed, together with scheduled payments of interest (exclusive of
     interest to the Redemption Rate) from the Redemption Date to the Stated
     Maturity of the principal amount of the Securities being redeemed, in each
     case discounted to the Redemption Date on a semi-annual basis, assuming a
     360-day year consisting of twelve 30-day months, at the Adjusted Treasury
     Rate, plus accrued interest on the principal amount of the Securities being
     redeemed to the Redemption Date.

          "Quotation Agent" means the Reference Treasury Dealer selected by the
     Trustee after consultation with the Company.

          "Reference Treasury Dealer" means any of Chase Securities Inc. and
     Credit Suisse First Boston Corporation, and their respective successors and
     assigns, and one other nationally recognized investment banking firm
     selected by the Company that is a primary U.S. Government securities
     dealer.

          "Reference Treasury Dealer Quotations" means, with respect to each
     Reference Treasury Dealer and any Redemption Date, the average, as
     determined by the Trustee, of the bid and asked prices for the Comparable
     Treasury Issue, expressed in each case as a percentage of its principal
     amount, quoted in writing to the Trustee by such Reference Treasury Dealer
     at 5:00 p.m., New York City time, on the third Business Day preceding such
     Redemption Date.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

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     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

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     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

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