ISS Recommends That TRW Shareholders Approve The Control Share Acquisition Proposal on April 22

Northrop Grumman
Corporation stated today that it has received the endorsement of
Institutional Shareholder Services Inc. (ISS) — the nation’s leading
independent proxy advisory firm — in connection with the upcoming Special
Meeting of TRW shareholders on April 22.
ISS has recommended that TRW
shareholders approve, by voting for, the Control Share Acquisition proposal.

Kent Kresa, Northrop Grumman chairman and chief executive officer, said,
“We are pleased that ISS recognizes that the best interests of TRW
shareholders will be served by supporting the Control Share Acquisition
proposal, which will give TRW shareholders the opportunity to decide for
themselves whether to participate in Northrop Grumman’s $53 value per share
exchange offer for all TRW shares.
ISS further recognizes that a favorable
vote is the only way the Northrop Grumman offer may proceed under Ohio law,
notwithstanding TRW’s new found willingness to share non-public information
with potential bidders.”

In its report to TRW shareholders, ISS said it “believes that NOC’s
revised offer provides a basis for opening negotiations with TRW and thus,
NOC’s acquisition process should be kept open.
Shareholder approval of this
proposal would pressure the board to allow NOC to begin due diligence and
would send a strong message to the board to open negotiations and keep NOC’s
offer alive.”
The report also said that, “ISS encourages TRW’s board to open
negotiations with NOC and permit them to do due diligence on the company.”

Kresa said, “ISS has concluded with what we have been saying all along,
which is that by voting for the Control Share Acquisition proposal TRW
shareholders keep their options open.
We urge TRW shareholders to vote for
the approval of the Control Share Acquisition so that we can proceed forward.
Because, under Ohio law, not all TRW shareholders are eligible to vote at the
Special Meeting it is especially important that all TRW shareholders who want
to maximize the value of their TRW shares be sure to return their blue proxy
including the certification of eligibility to vote in support of the

About Northrop Grumman Corporation:

Northrop Grumman Corporation is an $18 billion, global defense company
with its worldwide headquarters in Los Angeles.
Northrop Grumman provides
technologically advanced, innovative products, services and solutions in
defense and commercial electronics, systems integration, information
technology and nuclear and non-nuclear shipbuilding and systems.
With nearly
100,000 employees and operations in 44 states and 25 countries, Northrop
Grumman serves U.S. and international military, government and commercial

Northrop Grumman filed a registration statement on Form S-4 (File No. 333-
83672) and a tender offer statement on Schedule TO with the Securities and
Exchange Commission on March 4, 2002 with respect to its offer to exchange all
outstanding shares of TRW Inc. stock for Northrop Grumman common stock.
documents, and any amendments or supplements thereto, contain important
information, which should be read by TRW Inc. shareholders before making any
decision regarding the offer to exchange.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be
held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to
be held on April 24, 2002.
Northrop Grumman’s proxy materials contain
important information regarding such potential participants and other matters
and should be read by TRW Inc. shareholders.

Copies of any of the foregoing documents may be obtained without charge at
the Securities and Exchange Commission’s website at or upon
request from D.F. King & Co., Inc., the information agent for Northrop
Grumman’s offer to exchange, at 800-755-7250.