Advises TRW Shareholders to Complete Both Sides of Blue Proxy Card To Make Sure Vote Is Counted

Northrop Grumman Corporation published a two-page ad in The Wall Street Journal today to let
TRW Inc. shareholders know that the Control Share Acquisition vote
this Friday is critical and offered instructions on how to vote the
complicated proxy card.

Kent Kresa, chairman and chief executive officer of Northrop Grumman,
said, “Friday’s vote is critical to the future of Northrop Grumman’s offer.
Yet, because of the onerous voting rules under Ohio law, it is possible that
some shareholder votes will not be counted because both sides of the blue
proxy card must be filled out. We believe that because of the complexity of
this particular proxy card and the necessity of full compliance, some
investors may overlook critical information and as a result, lose their vote.
Therefore, we urge all TRW shareholders to pay close attention to the
instructions on both sides of the proxy card so that their votes count.”

Northrop Grumman said that TRW shareholders wishing to vote for the
Control Share Acquisition proposal must return the blue proxy card and:
On the front side,

       --  Check the box "FOR" the Control Share Acquisition
       --  Check the box "GRANT AUTHORITY" to Northrop Grumman to adjourn the
       --  Sign and date it.

     On the reverse side,

       -- Check the appropriate box indicating whether the shares being voted
          "are not interested."  If this box is not checked, the vote will be
          deemed "interested" and will not be counted.

Kresa said, “As we have repeatedly stated, Northrop Grumman’s offer for
TRW can only legally proceed if shareholders approve the Control Share
Acquisition proposal. From the outset, it has been our goal to enter into a
negotiated transaction at a full and fair price for TRW. Yet, despite the
vote of TRW’s shareholders last week to provide Northrop Grumman with non-
public information, TRW’s Board of Directors continues to deny us access to
this information. We thought, by now, we would be conducting due diligence to
understand TRW’s real value.

“We have agreed to participate in any reasonable process the TRW board
may establish for the consideration of proposals, including a 75-day
standstill agreement. Instead, TRW has continued to insist on an
inappropriate three-year standstill agreement, continuing to delay the process
and thwart negotiations. Without access to non-public information and proper
due diligence, we cannot determine what a full and fair price for TRW shares
would be.”

Kresa continued, “We urge TRW shareholders to send a message to TRW’s
board that you want the process to continue moving forward by voting for the
Control Share Acquisition proposal. Shareholder approval of this proposal
will keep their options open by enabling them to consider our offer after due

Northrop Grumman said that voting for the Control Share Acquisition
proposal does not obligate TRW shareholders to accept Northrop Grumman’s
present offer or tender their shares.

TRW shareholders who have previously returned a proxy card and would like
to change their vote should call D.F. King toll-free (800) 755-7250 or collect
at (212) 269-5550. TRW shareholders who previously submitted proxies and are
still happy with the way they voted do not need to do anything.

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.