TRW Sends Letter to Shareholders

Urges Shareholders to Tell Northrop It Should Participate in TRW’s Process To Enhance Shareholder Value

TRW Inc. today
sent the following letter to TRW shareholders urging them to protect the value
of their investment and vote against Northrop Grumman Corporation’s control share acquisition proposal at the Special Meeting of
Shareholders to be held at 8:30 a.m. local time on May 3, 2002 at TRW’s
corporate headquarters, 1900 Richmond Road, Lyndhurst, Ohio:

 Your Board Has A Process In Place To Deliver Full Value To TRW Shareholders.
 This Process Is Working.  On May 3rd, Tell Northrop To Participate In TRW's
                                   Process.

                                                           April 29, 2002
    Dear Fellow Shareholder:

    At TRW's Annual Meeting, you overwhelmingly rejected two of Northrop
    Grumman's proposals, and thereby demonstrated your confidence in TRW's
    Board of Directors and our strategic plan.  On behalf of your Board, we
    thank you for your support.

    ACTIONS SPEAK LOUDER THAN WORDS - TRW'S BOARD IS DOING ALL THE RIGHT
    THINGS TO DELIVER VALUE TO TRW SHAREHOLDERS IN EXCESS OF NORTHROP'S OFFER

    We are pursuing two parallel paths that we believe will deliver value to
    you in excess of Northrop's inadequate and highly conditional offer:

        -- We are moving forward with our value enhancement plan to spin-off
           our Automotive business.  We are in the best position to
           successfully execute this strategy; and

        -- We are exploring other strategic alternatives to ensure that
           shareholders receive full value for their TRW investment.  We have
           already entered into confidentiality agreements with several
           interested parties.  Northrop has been invited to participate in
           TRW's process but, to date, has declined to do so.

    And we are keeping our eye on the ball when it comes to running our
    businesses:

        -- First quarter earnings were up 20% over the prior year;

        -- We raised our 2002 EPS guidance to $3.55 - $3.60 from $3.30 to
           reflect the strength of our businesses and market opportunities;
           and

        -- We are winning key contracts - we were recently named prime
           contractor on the Department of Defense's missile tracking
           Space-Based Infrared System Low (SBIRS Low) program.

    WE BELIEVE NORTHROP'S OFFER IS INADEQUATE ... AND HIGHLY CONDITIONAL:

        -- It is subject to Northrop's completing due diligence to its
           satisfaction - there is no commitment that they will actually pay
           you $53* per share;

        -- It contains no control premium; and

        -- It fails to compensate you for the value of the synergies that
           Northrop would likely realize if a transaction were consummated.

    SUPPORT TRW'S PROCESS TO DELIVER VALUE IN EXCESS OF NORTHROP'S OFFER -
    VOTE AGAINST NORTHROP'S PROPOSAL ON THE GOLD PROXY CARD

    Send a message to Northrop that YOU believe its offer is both inadequate
    and highly conditional and that Northrop should participate in TRW's
    process.  If Northrop's proposal is approved, it may encourage Northrop to
    pursue its acquisition of TRW at its current offer.  Northrop's current
    offer of $53 per share is inadequate, highly conditional and below TRW's
    current market price.  In fact, on April 26, 2002, your TRW shares closed
    at $54.50.  Protect the value of your TRW investment - vote AGAINST
    Northrop's control share acquisition proposal at the upcoming Special
    Meeting of Shareholders to be held at 8:30 a.m. local time on May 3, 2002
    at TRW's corporate headquarters, 1900 Richmond Road, Lyndhurst, Ohio.

    If you have already signed and submitted Northrop's blue proxy card, you
    can easily revoke that proxy by signing, dating and mailing TRW's GOLD
    proxy card TODAY.  This may be your last opportunity to vote and every
    vote counts - no matter how many shares you own.

    On behalf of TRW's Board of Directors, we thank you for your continued
    support,

                       Philip A. Odeen              Kenneth W. Freeman
                       Chairman                     Lead Director

    If you have any questions or need assistance in voting your shares,
    please call:

                  GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                               17 STATE STREET
                                  10TH FLOOR
                           NEW YORK, NEW YORK 10004
                        CALL TOLL FREE: (866) 649-8030

    *  Northrop Grumman's Offer to Exchange would provide for each share of
    TRW common stock to be exchanged for that number of shares of Northrop
    Grumman common stock having a value equal to $53.  The exact exchange
    ratio would be determined by dividing $53 by the average of the closing
    price of Northrop Grumman common stock for the five consecutive trading
    days ending immediately prior to the second trading day prior to the
    expiration of the Offer to Exchange, but in no event will the exchange
    ratio be more than 0.4690 ($53/$113) or less than 0.4309 ($53/$123)

    Note: Certain cautionary language relating to the benefits of the value
    enhancement plan and any forward-looking statements in this letter are
    contained in TRW's April 1, 2002 Proxy Statement relating to the Special
    Meeting.

TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.