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                                                                      EXHIBIT 10

                             LITTON INDUSTRIES, INC.
                                GROUP BONUS PLAN

I.    PURPOSE

      The purpose of the Litton Industries, Inc. Group Bonus Plan (the "Plan")
      is to establish the procedure to reward the Group Executives of Litton's
      business operating groups, as such groups are determined from time to time
      (the "Group") and other key Group personnel for achieving Group financial
      performance consistent with Litton Industries, Inc. ("Litton") corporate
      goals.

      The participants are expected to conduct their business in an ethical
      manner, consistent with the Litton Statement of Principles and Standards
      of Conduct and to make decisions that ensure the long-term viability of
      each Group and Litton, as well as the success of the applicable Litton
      business plan period.

II.   PARTICIPANTS

      Participants in this Plan shall be the Litton Group Executives and such
      other key Group personnel as determined by the Litton Chief Executive
      Officer and/or the Litton President.

III.  TARGET BONUS

      Each participant can earn the maximum percent of base salary (target
      bonus), as established by the Litton Chief Executive Officer and/or the
      Litton President. Each fiscal year, the target bonus will be communicated
      by the Litton President to the Group Executives. For each participant,
      base salary shall be the rate of base salary in effect on October 1 of the
      relevant fiscal year. The maximum percent of base salary may vary as a
      function of Group size, number of divisions and other factors.

IV.   PERFORMANCE OBJECTIVES

      The applicable financial performance objectives for each fiscal year will
      be established by the Litton Chief Executive Officer and/or the Litton
      President and approved by the Compensation and Selection Committee of the
      Board of Directors (the "Committee"), it being understood that different
      criteria may be applied to each Group. Such objectives shall be
      established either prior to the beginning of each fiscal year of Litton or
      within 90 days after the beginning of such fiscal year. Each year, the
      applicable criteria will be communicated to the Group Executives by the
      Litton President. The Litton Chief Executive Officer and/or the Litton
      President may, subject to the approval of the Committee, adjust any
      established financial criteria at any time and in any manner.

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V.    BONUS AWARDS

      A participant's award for any fiscal year will be determined solely on the
      basis of the participant's performance. The earned bonus percent of the
      target bonus shall be a function of whatever business measure(s) were
      deemed appropriate for the applicable fiscal year of Litton as determined
      by the Litton Chief Executive Officer and/or the Litton President and
      approved by the Committee. The award may be allocated among one or more
      performance criteria, including financial criteria, strategic goals,
      specific management objectives and similar factors. The participant's
      award will be determined by the Litton Chief Executive Officer or Litton
      President for each key Group participant, and for each Senior Vice
      President, with the approval of the Committee.

      Whether or not a bonus would otherwise be awarded, either the Litton Chief
      Executive Officer, the Litton President and/or the Committee in their
      absolute discretion and for whatever reason, such as, by way of example,
      if they believe that any such participant has sacrificed long-term
      objectives to achieve short-term goals, may eliminate or reduce any bonus
      payments under this Plan to a participant.

      Notwithstanding the attainment of any performance criteria set forth from
      time to time, the actual amount of, and the formula to be applied for
      determining individual bonuses may, at any time, be revised at the
      discretion of the Litton Chief Executive Officer and the Litton President
      subject to the approval of the Committee.

VI.   DEFERRAL OF BONUS

      The Committee may adopt provisions for any fiscal year to allow one or
      more participants to defer all or part of a bonus award. If the Committee
      elects to permit bonus award deferrals, the Committee will prescribe one
      or more payment options. The Committee may allow cash awards to be
      converted to an equivalent number of shares of Litton common stock or
      stock units on such terms and conditions prescribed by the Committee.

VII.  CHANGE IN CONTROL

      In the event of a change in control of Litton, as defined in the
      agreements issued under the Litton Industries, Inc. 1984 Long-Term Stock
      Incentive Plan, any bonus awards outstanding as of the date any such
      change in control occurs shall immediately become vested and immediately
      payable.

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VIII. ADMINISTRATION

      The Plan will be administered in accordance with the terms and conditions
      approved by the Committee.

IX.   MISCELLANEOUS

      It is understood that the Plan does not constitute an employment contract
      between Litton and any participant and that the Plan may be changed,
      modified, amended, or terminated at any time either by the Committee by
      its own actions or by the Committee upon the recommendation of the Litton
      Chief Executive Officer and/or the Litton President.