Northrop Grumman Corporation
announced today that it has sent the following letter to TRW Inc.
shareholders urging them to keep Northrop Grumman’s offer for TRW
alive by voting for the control share acquisition proposal at the May 3
Special Meeting of Shareholders.

    May 1, 2002

    Dear TRW Shareholder:

A negotiated merger in which Northrop Grumman pays full and fair price for
TRW has always been our goal. TRW’s tactics, however, have caused us to
question whether it is truly interested in exploring any Northrop Grumman
proposal as an opportunity to maximize value for TRW shareholders. Because we
believe you deserve the chance to consider our offer, we encourage you to vote
FOR the control share acquisition proposal at Friday’s special meeting.

Without a favorable vote at the special meeting, our exchange offer cannot
legally proceed, and you will not have the opportunity to ever consider the
value in our current offer or any other enhanced proposal we may make in the
future. Remember, your vote at the special meeting does not obligate you to
accept Northrop Grumman’s current offer.


Northrop’s current offer of $53 per share represents a significant premium
to TRW’s historical trading levels. In fact, it represents a 33% premium over
TRW’s pre-offer trading price of $39.80 and a 38% premium over TRW’s pre-offer
12-month trading average price of $38.47. TRW clearly trades now based on the
likelihood of a transaction ultimately being consummated, demonstrated, in
part, by the fact that TRW’s stock rose $10.50 the day we made our first
offer. The question you need to ask is: “What happens if Northrop Grumman is
not permitted to keep its offer alive?”

Despite proclaiming a newfound commitment to shareholder value, historical
results do not support TRW’s statements. Under the same management team, an
investment in TRW stock declined by nearly 25% in the two-year period ended
December 31, 2001.


Should Northrop Grumman be successful in its efforts to acquire TRW, you
will become a shareholder in the combined entity. As a shareholder, you will
participate in any appreciation in Northrop Grumman’s stock resulting from
synergies and cost savings achieved as the new company recognizes the benefits
of integration. Northrop Grumman has a long track record of successfully
generating shareholder value from strategic acquisitions. In the two-year
period ended December 31, 2001, an investment in Northrop Grumman stock nearly


TRW has put forth its own “value enhancement plan” — a plan that seems to
be based on some very optimistic assumptions and necessitates several risky
steps before it delivers any value to shareholders. The steps comprising this
plan are susceptible to a wide variety of risks over an undetermined and
lengthy period of time.

TRW claims to be in the best position to execute the spin-off of its
automotive business. However, TRW itself has stated that the spin-off of its
automotive business is dependent on the sale of Aeronautical Systems at a
premium price and additional debt reduction of $500-$700 million in order to
maintain an investment-grade credit rating for the separate automotive and
defense companies. The sale of Aeronautical Systems by TRW is a process
designed to maximize expediency rather than value. TRW is planning on selling
Aeronautical Systems in the midst of a severe downturn in its core commercial
aerospace business. Northrop Grumman, however, would not be forced to sell
this premier asset immediately. Instead, we can wait for a more opportune
time for a divestiture in order to maximize the value to the shareholders, in
the same fashion Northrop Grumman waited to exit its Commercial Aerostructures
business in 2000. Furthermore, the ultimate value realizable from TRW’s
restructuring plan depends on valuations for the separate automotive and
defense companies that are uncertain and far in the future. In stark contrast
to such uncertainty and risk, Northrop Grumman’s offer delivers solid value in
the near term.


You recently voted to permit Northrop Grumman to conduct due diligence.
Despite your vote at last week’s shareholder meeting, TRW has continued to
ignore you by refusing to provide Northrop Grumman access to non-public
information. Northrop Grumman has agreed to participate in any reasonable
process the TRW board may establish for the consideration of offers, including
a 75-day standstill agreement. TRW has refused to negotiate and continues to
insist on an unreasonable 3-year standstill agreement before providing
Northrop Grumman with non-public information. A 3-year standstill removes the
pressure on the Board to act in your best interests by allowing them to do
NOTHING. In fact, TRW’s insistence on a long standstill agreement can only
serve to entrench senior management’s desire to undertake its long and risky
restructuring plan without challenges from other strategic alternatives.
TRW’s simultaneous pursuit of its restructuring plan while evaluating other
strategic alternatives is incompatible with a process to thoroughly evaluate
the sale of the entire company.


Your vote FOR the control share proposal at the special meeting is
critical because its keeps our offer alive. It also tells your board that
unless TRW negotiates with Northrop Grumman, it will not have fully explored
all of the value-maximizing alternatives for its shareholders.

Please return a BLUE proxy card today. Carefully review and complete the
certificate of eligibility on the reverse side of the proxy card to ensure
your vote is counted at the special meeting. The meeting is this Friday, May
3, so please act today.

If you have any questions or require assistance in voting your shares,
call D.F. King & Co., Inc. toll-free on 1-800-755-7250.


                                        Kent Kresa
                                        Chairman and Chief Executive Officer

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 SEC on March
4, 2002 with respect to its offer to exchange all outstanding shares of TRW
capital stock for Northrop Grumman stock. These documents contain important
information. TRW shareholders should read these documents and any amendments
or supplements thereto before making any decision regarding the offer to
exchange. Copies of such documents may be obtained without charge at the
SEC’s website at or from D.F. King & Co., Inc. the information
agent for the offer to exchange, at 800-755-7250.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies of TRW shareholders in connection with a Special
Meeting of TRW Shareholders to be held on May 3, 2002. Northrop Grumman has
filed proxy materials for this shareholder meeting which contain information
regarding such potential participants. Northrop Grumman’s proxy materials
contain important information and should be read by TRW shareholders. These
proxy materials and any amendments thereto may be obtained at no charge at the
SEC’s website at as they become available.