Northrop Grumman
Corporation announced today that it received a confidentiality
agreement from TRW Inc. on April 18 and released the following statement in

“Northrop Grumman wants to achieve a negotiated transaction with TRW.
This is not possible unless we are able to conduct an effective due diligence.
The proposed confidentiality agreement contains so-called ‘standstill’ and
other provisions having nothing to do with confidentiality.
These onerous
restrictions do not serve the interests of achieving effective negotiations
between Northrop Grumman and TRW and, as a result, do not serve the interests
of TRW shareholders.

“Northrop Grumman urges the TRW shareholders to send the message that they
expect the TRW board of directors to follow through on what it said it would

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 May 3, 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.