TRW's Board of Directors Recommends Shareholders Vote Against Northrop Grumman Proposals

CLEVELAND, March 25 /PRNewswire-- TRW Inc. today announced that its Board of Directors, after full consideration, has unanimously recommended that TRW shareholders vote against the two shareholder proposals that Northrop Grumman plans to submit for approval at TRW's Annual Meeting of Shareholders on Wednesday, April 24, 2002.

Northrop Grumman's proposals seek to:

-- Have TRW provide Northrop Grumman with confidential, business-sensitive information about the Company, notwithstanding Northrop Grumman's opportunistic and severely undervalued bid;

-- Limit the number of TRW directors who can take actions regarding Northrop Grumman's grossly inadequate proposal; and

-- Cause the Board to facilitate Northrop Grumman's below-market offer.

Philip A. Odeen, TRW chairman said, ``We believe that Northrop Grumman's proposals are both unnecessary and self-serving and are part of their ongoing effort to force TRW shareholders to accept its below-market $47 per share offer. Our Board has already unanimously concluded that Northrop Grumman's offer is financially inadequate and not in the best interests of TRW shareholders. In light of this, providing confidential, business-sensitive information to Northrop Grumman simply makes no sense.''

Mr. Odeen also noted that eleven of TRW's thirteen directors are independent.

``We believe that TRW can significantly enhance value for our shareholders through the continued execution of our shareholder value enhancement plan,'' Mr. Odeen continued. ``We are confident that, by accelerating our debt reduction program and separating our Automotive business in a tax-efficient manner, we will deliver value to TRW shareholders significantly in excess of Northrop Grumman's $47 per share offer.''

``Clearly, if Northrop Grumman is allowed to buy TRW's premier assets at a bargain price, it is Northrop Grumman shareholders who benefit. If TRW continues to execute its shareholder value enhancement plan, it is TRW shareholders alone who benefit,'' Mr. Odeen concluded.

The Company noted that supplemental proxy material detailing the reasons behind the Board's recommendation will be mailed shortly to TRW shareholders.

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