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1 May 02. Northrop Grumman Corporation (NYSE: NOC) announced that it has sent the following letter to TRW Inc. (NYSE: TRW) shareholders urging them to keep Northrop Gruumman’s offer for TRW alive b 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 toquestion whether it is truly interested in exploring any Northrop Grummanproposal as an opportunity to maximize value for TRW shareholders. Because webelieve you deserve the chance to consider our offer, we encourage you to voteFOR the control share acquisition proposal at Friday’s special meeting.Without a favorable vote at the special meeting, our exchange offer cannotlegally proceed, and you will not have the opportunity to ever consider thevalue in our current offer or any other enhanced proposal we may make in thefuture. Remember, your vote at the special meeting does not obligate you toaccept 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, historicalresults do not support TRW’s statements. Under the same management team, aninvestment 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 doubled.

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 itsautomotive business. However, TRW itself has stated that the spin-off of itsautomotive business is dependent on the sale of Aeronautical Systems at apremium price and additional debt reduction of $500-$700 million in order tomaintain an investment-grade credit rating for the separate automotive anddefense companies. The sale of Aeronautical Systems by TRW is a processdesigned to maximize expediency rather than value. TRW is planning on sellingAeronautical Systems in the midst of a severe downturn in its core commercialaerospace business. Northrop Grumman, however, would not be forced to sellthis premier asset immediately. Instead, we can wait for a more opportunetime for a divestiture in order to maximize the value to the shareholders, inthe same fashion Northrop Grumman waited to exit its Commercial Aerostructuresbusiness in 2000.

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