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                                                                   EXHIBIT 10.1


                            LITTON INDUSTRIES, INC.

                      1984 LONG-TERM STOCK INCENTIVE PLAN

                (AS AMENDED AND RESTATED ON SEPTEMBER 19, 1996)

SECTION 1.  Purpose

         The purpose of the Program is to promote the continued growth and
success of the Corporation by providing, or increasing, through the Incentive
Awards described herein, the proprietary interests of its key Employees who are
in a position to contribute materially to the future accomplishments of the
Corporation. The Program is intended to enable the Corporation through
utilization of these additional incentives to attract and retain experienced
Employees of exceptional talent and industry and align their interest with that
of the stockholders to the economic advantage of the Corporation.

SECTION 2.  Definitions

         Unless the context clearly indicates otherwise, the following terms,
when used in this Program, shall have the meanings set forth in this Section 2.

         (a)     "Board" shall mean the Board of Directors of Litton
Industries, Inc.

         (b)     "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         (c)     "Committee" shall mean the Compensation and Selection
Committee of the Board or such other committee as may be designated by the
Board. The Committee shall consist of two or more members of the Board who are
Disinterested Persons.

         (d)     "Commission" shall mean the Securities and Exchange Commission
or any successor agency.

         (e)     "Corporation" shall mean Litton Industries, Inc., and its
subsidiaries.

         (f)     "Disinterested Person" shall mean a member of the Board who
qualifies as a disinterested person as defined in Rule 16b-3, as promulgated by
the Commission under the Exchange Act or any successor definition adopted by
the Commission and also qualifies as an "outside director" for purposes of
Section 162(m) of the Code.

         (g)     "Employee" shall mean any common law employee, including
officers, of the Corporation, as determined in the Code and the Treasury
Regulations thereunder, but shall not include a person on a non-medical leave
of absence.

         (h)     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         (i)     "Fair Market Value" shall mean (1) the average between the
highest and lowest selling prices of the Stock on a particular day or (2) if
there are no sales on such date, then the average of the highest and lowest
prices of the first preceding day and the first succeeding day on which sales
were made. Such prices shall be those reported in the New York Stock
Exchange-Composite Transactions of The Wall Street Journal or such other
publication as the Committee designates.

         (j)     "Grantee" shall mean an Employee granted an Incentive Award.

         (k)     "Incentive Award" shall mean a Stock Option, a Stock
Appreciation Right or Restricted Stock granted pursuant to the Program.

         (l)     "Incentive Stock Option" shall mean a Stock Option intended to
qualify under Section 422 of the Code and the Treasury Regulations thereunder.

         (m)     "Nonstatutory Stock Option" shall mean any Stock Option that
is not intended to qualify as an Incentive Stock Option under Section 422 of
the Code and the Treasury Regulations thereunder.

         (n)     "Performance Objectives" shall mean the goals, if any, upon
which the Committee may condition the exercisability of one or more Incentive
Awards which goals may relate to profits, profit growth, profit-related return
ratios, cash flow or total shareholder return; where such goals may be stated
in absolute terms or relative to peer performance.




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         (o)     "Program" shall mean the Litton Industries, Inc., 1984
Long-Term Stock Incentive Plan as set forth herein and as amended from time to
time.

         (p)     "Restricted Stock" shall mean an Incentive Award granted under
Section 9.

         (q)     "Rule 16b-3" shall mean Rule 16b-3, as promulgated by the
Commission under Section 16(b) of the Exchange Act.

         (r)     "Stock" shall mean shares of the Common Stock of Litton
Industries, Inc.

         (s)     "Stock Appreciation Right" shall mean a right granted under
Section 8.

         (t)     "Stock Option" shall mean either an Incentive Stock Option or
a Nonstatutory Stock Option.

         (u)     "Subsidiary" shall mean any subsidiary corporation of the
Corporation as defined in Section 424 of the Code.

         (v)     "Totally Disabled" shall mean the condition when an Employee
is wholly prevented by occupational or non-occupational injury or sickness from
performing any and every duty pertaining to his or her regular occupation or
employment.

         (w)     "Treasury Regulations" shall mean the regulations under the
Code.

SECTION 3.  Shares of Stock Subject to Grants

         Subject to the adjustments required under the provisions of Section 10
hereof, the shares of Stock which may be issued or transferred pursuant to
Incentive Awards shall consist of (i) the 2,500,000 shares of Stock originally
authorized and reserved for issuance under the Program and (ii) during each
fiscal year of the Corporation beginning after July 31, 1992, a number of
shares of Stock of the Corporation equal to one and one half percent (1.5%) of
the total issued and outstanding shares of Stock as of the end of the preceding
fiscal year of the Corporation. Twenty percent (20%) of such shares of Stock
shall be available for the grant of Restricted Stock. Shares of Stock which
have been previously authorized to be granted as Incentive Awards, but which
were not granted, or, if granted, expired without having been exercised in full
or shares of Stock which are reacquired in any way by the Corporation shall be
available for the grant of Incentive Awards at any time prior to the
termination of the Program. Subject to the adjustments required under the
provisions of Section 10 hereof, the Stock which may be issued or transferred
pursuant to Incentive Stock Options granted hereunder after July 31, 1996,
shall not exceed 3,500,000 shares of Stock in the aggregate. In instances where
an Incentive Award is settled in cash, the shares of Stock, if any, covered by
such Incentive Award shall remain available for issuance under the Program.
Likewise, the payment of cash dividends and dividend equivalents paid in cash
in conjunction with any outstanding Incentive Awards shall not be counted
against the shares of Stock available for issuance under the Program. Any
shares of Stock that are issued by the Corporation, and any Incentive Awards
that are granted through the assumption of, or in substitution for, any
outstanding Incentive Awards previously granted by an acquired entity shall not
be counted against the shares of Stock available for issuance under the
Program.

SECTION 4.  Administration of the Program



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         The Program shall be administered by the Committee. Subject to the
express provisions of the Program, the Committee shall have plenary authority
to interpret the Program; to prescribe, amend, and rescind rules and
regulations relating to it; to determine the terms and provisions of Incentive
Award agreements and amendments thereto; and to make any and all other
determinations necessary or advisable for the administration of the Program.
The Committee may modify, amend or adjust the terms and conditions of any
Incentive Award at any time, including, but not limited to, the Performance
Objectives or measurements applicable to performance-based Incentive Awards
pursuant to the terms of the Program; provided, that no such modification or
amendment may be made if it could, in the best judgment of the Committee,
prevent any Incentive Award held by any Grantee who may be subject to the
limits on deductibility of compensation provided in Section 162(m) of the Code
from qualifying for the performance-based compensation exemption under Section
162(m) of the Code. Any controversy or claim arising out of or related to this
Program shall be determined unilaterally by and at the sole discretion of the
Committee.

         The Committee may act only by a majority of its members. The Committee
may (i) delegate to an officer of the Corporation the authority to make
decisions pursuant to paragraphs (b), (c), (e) and (f) of Section 5 (provided
that no such delegation may be made that would cause Incentive Awards or other
transactions under the Program to cease to be exempt from Section 16(b) of the
Exchange Act or Section 162(m) of the Code) and (ii) authorize any one or more
of their members or an officer of the Corporation to execute and deliver
documents on behalf of the Committee.

SECTION 5.  Granting of Incentive Awards

         (a)     Only key Employees of the Corporation shall be eligible to
receive Incentive Awards under the Program.

         (b)     The Committee shall determine and designate from time to time
those Employees who are to be granted Incentive Awards, the type of Incentive
Award to be granted, and the amount subject to each Incentive Award, provided,
that in any one fiscal year, no Grantee may be granted Incentive Awards
covering more than 150,000 shares of Stock.

         (c)     The Committee shall determine whether any particular Stock
Option shall become exercisable in one or more installments and the date or
dates upon which any such installments first become exercisable. Further, the
Committee may make such other provisions, including, but not limited to,
Performance Objectives.

         (d)     No Stock Option shall be exercisable more than ten years from
the date the Stock Option was granted.

         (e)     Upon the exercise of any Stock Option, the Grantee shall pay
the option exercise price provided in the particular Stock Option agreement.
The Committee may permit payment to be in Stock. To the extent Stock is
tendered as payment, it shall be valued at its then Fair Market Value.

         (f)     The Committee may at any time grant new Incentive Awards to an
Employee who has previously received Incentive Awards or other grants (including
other Stock Options) whether such prior Incentive Awards or such other grants
are still outstanding, have previously been exercised in whole or in part, or
are canceled in connection with the issuance of new Incentive Awards. The
purchase price of the Incentive Awards may be established by the Committee
without regard to the existing Incentive Awards or



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such other grants. Further, the Committee may, with the consent of the Grantee,
amend the terms of any existing Incentive Award previously granted to include
any provisions which could be incorporated in such Incentive Award at the time
of such amendment. Solely to illustrate the foregoing power, but without
limiting its scope, such amendments may accelerate the period of exercise or the
vesting period of any Incentive Award, or installment thereof, either absolutely
or conditionally for whatever reasons the Committee deems appropriate, including
without limitation, compensatory considerations, events which would result in
the delisting of the Stock, significant changes in the management or control of
the Corporation, or the occurrence of any attempt to effect such changes.

SECTION 6.  Nonstatutory Stock Options

         (a)     There shall be available for the grant of Incentive Awards in
the form of Nonstatutory Stock Options the number of shares of Stock specified
in Section 3 of the Program, less the number of shares of Stock utilized for
the grant of Incentive Stock Options and Restricted Stock pursuant to Sections
7 and 9 of the Program.

         (b)     When granting a Nonstatutory Stock Option to a key Employee,
the Committee shall determine the purchase price of the Stock subject thereto.
Such price shall not be less than 100% of the Fair Market Value of such Stock
on the date the Nonstatutory Stock Option is granted.

         (c)     All provisions of this Program except Sections 7, 8 and 9
shall apply to Nonstatutory Stock Options.

SECTION 7.  Incentive Stock Options

         An Incentive Award in the form of an Incentive Stock Option shall be
subject to the following provisions:

         (a)     Subject to subsections (c), (d), and (e) hereof, there shall
be available for the grant of Incentive Awards in the form of Incentive Stock
Options the number of shares of Stock specified in Section 3 of the Program,
less the number of shares of Stock utilized for the grant of Nonstatutory Stock
Options and Restricted Stock pursuant to Sections 6 and 9 of the Program.

         (b)     When granting an Incentive Stock Option to a key Employee, the
price of an Incentive Stock Option shall not be less than 100% of the Fair
Market Value of the Stock subject thereto on the date such Incentive Stock
Option is granted.

         (c)     Subject to the adjustments required under the provisions of
Section 10 hereof, the Stock which may be issued or transferred pursuant to
Incentive Stock Options granted hereunder after July 31, 1996, shall not exceed
3,500,000 shares of Stock in the aggregate.

         (d)     None of the 2,500,000 shares of Stock originally authorized
and reserved for issuance under the Program may be utilized for the grant of
Incentive Stock Options subsequent to January 18, 1994.

         (e)     Notwithstanding any other provisions hereof, in the case of
Incentive Stock Options granted after December 31, 1986, the aggregate Fair
Market Value (determined at the time the Incentive Stock Option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the




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first time by the Grantee during any calendar year (under all incentive stock
option plans of the Grantee's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.

         (f)     All provisions of this Program except Sections 6, 8, 9 and
12(d)(ii) and (iii) shall apply to Incentive Stock Options.

SECTION 8.  Stock Appreciation Rights

         Stock Appreciation Rights may be granted independently of or in
conjunction with all or part of any Stock Option granted under the Program. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of grant of such Incentive Stock Option. In the case of a Stock
Appreciation Right granted with a related Stock Option, a Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or
exercise of the related Stock Option.

         A Stock Appreciation Right may be exercised by a Grantee in accordance
with procedures established by the Committee and, in the case of a Stock
Appreciation Right granted with a related Stock Option, by surrendering the
applicable portion of the Stock Option in accordance with such procedures. Upon
the exercise of a Stock Appreciation Right, a Grantee shall be entitled to
receive an amount in cash, shares of Stock or both, equal in value to the
excess of the Fair Market Value of one share of Stock over the price per share
specified in the grant of the Stock Appreciation Right, which shall be not less
than the Fair Market Value of the Stock on the date of grant or in the related
Stock Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment.

         In the case of Stock Appreciation Rights not granted in conjunction
with Stock Options, the Committee may, prior to the grant, condition the
vesting of any such Stock Appreciation Right upon the attainment of Performance
Objectives and upon the continued service of the Grantee.

SECTION 9.  Restricted Stock

         (a)     The Committee shall, prior to grant, condition the vesting of
Restricted Stock upon the attainment of Performance Objectives and upon the
continued service of the Grantee.

         To the extent required by Section 162(m) of the Code or otherwise
deemed advisable by the Committee, it shall be a condition precedent to the
vesting of Restricted Stock, or any installment thereof, that the Committee
certify in writing that any Performance Objectives relative to such vesting has
or have in fact been satisfied.

         (b)     Shares of Restricted Stock shall be evidenced in such manner
as the Committee may deem appropriate, including book-entry registration or
issuance of one or more Stock certificates. Any certificate issued in respect
of shares of Restricted Stock shall be registered in the name of such Grantee
and shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock, substantially in the
following form:

"The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of the
Litton Industries, Inc. 1984 Long-Term Stock Incentive Plan and a Restricted
Stock Agreement. Copies of such Plan and Agreement are on file at the offices
of Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California
91367."



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         The Committee may require that the certificates evidencing such shares
of Stock be held in custody by the Corporation until the restrictions thereon
shall have lapsed and that, as a condition of any Incentive Award of Restricted
Stock, the Grantee shall have delivered a stock power, endorsed in blank,
relating to the Stock covered by such Incentive Award.

         (c)     The Committee shall determine the per share amount to be paid
by a Grantee for each Incentive Award in the form of Restricted Stock. There
shall be a minimum payment of the total par value of the Stock by the Grantee
to the Corporation as required by law. Each Incentive Award in the form of
Restricted Stock shall be confirmed by, and be subject to the terms of, a
Restricted Stock agreement.

SECTION 10.  Adjustment Provisions

         (a)     If the shares of Stock outstanding are changed in number or
class by reason of a split-up, merger, consolidation, reorganization,
reclassification, recapitalization, or any capital adjustment, including a
stock dividend, or if any distribution is made to the holders of Stock other
than a cash dividend, then

         (1)     the aggregate number and class of shares of Stock or other
securities that may be issued or transferred pursuant to Sections 3, 6, 7, 8,
or 9 and

         (2)     the number and class of shares or other securities which are
payable under outstanding Incentive Awards shall be adjusted as provided
hereinafter.

         (b)     Adjustments under this Section 10 shall be made in an
equitable manner by the Committee, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding, and conclusive.
Such adjustments may include (i) treating employment with a corporation the
stock of which was distributed to holders of Stock (or a subsidiary of such a
corporation) as employment with the Corporation for purposes of the Program and
(ii) adjustments of the purchase price to be paid per share of Stock under
outstanding Incentive Awards.

         (c)     In the event of a corporate merger or consolidation, or the
acquisition by the Corporation of property or stock of an acquired corporation
or any reorganization or other transaction qualifying under Section 424 of the
Code, the Committee may, in accordance with the provisions of that Code
section, substitute Incentive Awards under this Program for incentive awards
under the plan of the acquired corporation provided (i) the excess of the
aggregate Fair Market Value of the outstanding Incentive Awards immediately
after the substitution over the aggregate price of such Incentive Awards is not
more than the similar excess immediately before such substitution and (ii) the
new Incentive Awards do not give the Employee additional benefits, including
any extension of the exercise period.

SECTION 11.  Termination of Employment

         (a)     Unless otherwise determined by the Committee, if a Grantee
incurs a termination of employment for any reason other than death, disability
or retirement, any Stock Option held by such Grantee shall thereupon terminate,
except that such Stock Option, to the extent then exercisable, or on such
accelerated basis as the Committee may determine, may be exercised for the
lesser of three months from the date of such termination of employment or the
balance of such Stock Option's term; provided,



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however, that if the Grantee dies within such three-month period, any
unexercised Stock Option held by such Grantee shall notwithstanding the
expiration of such three-month period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.

         (b)     If a Grantee while an Employee retires or becomes Totally
Disabled, he or she will be considered to be an Employee for purposes of this
Program so long as the following conditions are met:

         (i)     The Grantee and the Corporation enter into a written
agreement, with the approval of the Secretary of the Committee, pursuant to
which the Grantee renders such advisory or consulting services to the
Corporation as may be required by said agreement from time to time;

         (ii)    The Grantee shall not, without prior written consent of the
Corporation, disclose or utilize confidential information or material
concerning the Corporation, its business and affairs, except in furtherance of
the Corporation's interests and at its request; and

         (iii)   The Grantee shall not engage in any activity which competes or
conflicts with, or is inimical to, the best interests of the Corporation.

SECTION 12.  General Provisions

         (a)     Each Incentive Award shall be evidenced by a written
instrument containing such terms and conditions, not inconsistent with this
Program, as the Committee shall approve.

         (b)     The granting of an Incentive Award in any year shall not give
the Grantee any right to similar grants in future years or any right to be
retained in the employ of the Corporation, and all Employees shall remain
subject to discharge to the same extent as if the Program were not in effect.

         (c)     No Employee, and no beneficiary or other person claiming under
or through such Employee, shall have any right, title, or interest by reason of
any Incentive Award to any particular assets of the Corporation or any shares
of Stock allocated or reserved for the purposes of the Program or subject to
any Incentive Award except as set forth herein. The Corporation shall not be
required to establish any fund or make any other segregation of assets to
assure the payment of any Incentive Award.

         (d)     The Committee shall determine at the time an Incentive Award
is granted the extent to which such Incentive Award is transferable; provided,
however, that Incentive Awards granted under the Program shall not be
transferable or assignable other than:

         (i)     by will or the laws of descent and distribution;

         (ii)    by gift or other transfer of an award to any trust or estate
in which the original Incentive Award Grantee or such Grantee's spouse or other
immediate relative has a substantial beneficial interest, or to a spouse or
other immediate relative, provided that any such transfer is permitted subject
to Rule 16b-3 under the Exchange Act as in effect when such transfer occurs and
the Board does not rescind this provision prior to such transfer; or

         (iii)   pursuant to a qualified domestic relations order (as defined
by the Code). However, any Incentive Award so transferred shall continue to be
subject to all the terms and conditions contained in the



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instrument evidencing such Incentive Award. Notwithstanding the foregoing,
Incentive Awards granted as Incentive Stock Options or as Stock Appreciation
Rights granted in conjunction with Incentive Stock Options shall (i) only be
transferable pursuant to (i) above; and (ii) shall be exercisable during the
Grantee's lifetime only by the Grantee.

         In the event that a Grantee terminates employment with the Corporation
to assume a position with a governmental, charitable, educational or non-profit
institution, the Committee may subsequently authorize a third party, including
but not limited to a "blind" trust, to act on behalf of and for the benefit of
such Grantee regarding any outstanding Incentive Awards held by the Grantee
subsequent to such termination of employment. If so permitted by the Committee,
a Grantee may designate a beneficiary or beneficiaries to exercise the rights
of the Grantee and receive any distribution under the Program upon the death of
the Grantee.

         (e)     Notwithstanding any other provision of this Program or
agreements made pursuant thereto, the Corporation shall not be required to
issue or deliver any certificate or certificates for shares of Stock under this
Program prior to fulfillment of all of the following conditions:

         (1)     The listing, or approval for listing upon notice of issuance,
of such shares on the New York Stock Exchange, Inc., or such other securities
exchange as may at the time be the principal market for the Stock;

         (2)     Any registration or other qualification of such shares of the
Corporation under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and

         (3)     The obtaining of any other consent, approval, or permit from
any state or federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.

         (f)     All payments to Grantees or to their legal representatives
shall be subject to any applicable tax, community property, or other statutes
or regulations of the United States or of any state having jurisdiction
thereof. The Grantee may be required to pay to the Corporation the amount of
any withholding taxes which the Corporation is required to withhold with
respect to an Incentive Award or its exercise. In such instances, the Committee
may, in its discretion and subject to such rules as it may adopt, permit the
Grantee to satisfy such obligations, in whole or in part, by electing to have
the Corporation withhold shares of Stock, or by transferring to the Corporation
shares of Stock, having a then Fair Market Value which is equal to or more than
the amount of withholding tax required to be withheld.

         (g)     In the case of a grant of an Incentive Award to any Employee
of a Subsidiary, the Corporation, may, if the Committee so directs, issue or
transfer the shares, if any, covered by the Incentive Award to the Subsidiary,
for such lawful consideration as the Committee may specify, upon the condition
or understanding that the Subsidiary will transfer the shares of Stock to the
Employee in accordance with the terms of the Incentive Award specified by the
Committee pursuant to the provisions of the Program.

SECTION 13.  Amendment or Termination

         The Board or the Committee with the approval of the Board, may, at any
time, alter, amend, suspend, discontinue, or terminate this Program; provided,
however, that such action shall not adversely



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affect the right of Grantees to Incentive Awards previously granted. No
amendment without the approval of the stockholders of the Corporation may (i)
increase the maximum number of shares of Stock which may be awarded under the
Program in the aggregate; (ii) materially increase the benefits accruing to
Grantees under the Program; (iii) change the class of Employees eligible to
receive Incentive Awards under the Program; or (iv) materially modify the
eligibility requirements for participation in the Program.

SECTION 14.  Effective Date and Duration of Program

         The Program became effective January 19, 1984, upon its approval by
the Board. Incentive Awards granted prior to stockholder approval of certain
amendments to the Program at the 1991 Annual Meeting of Shareholders of the
Corporation are governed by the Program as it existed prior to the adoption of
such amendments by the Board on October 16, 1991. Incentive Awards granted
after stockholder approval of such amendments are governed by the Program as
amended by the Board on October 16, 1991. Incentive Awards granted prior to
stockholder approval of certain amendments to the Program at the 1996 Annual
Meeting of Shareholders of the Corporation are governed by the Program as it
existed prior to the adoption of such amendments by the Board on September 19,
1996. Incentive Awards granted after stockholder approval of such amendments
are governed by the Program as amended by the Board on September 19, 1996. The
Program, as so amended, shall terminate on October 15, 2001, the day
immediately preceding the tenth anniversary of the date of adoption of the
first of such amendments by the Board, and no Incentive Award may be granted
under the Program thereafter, but such termination shall not affect any
Incentive Award theretofore granted.



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