Northrop Grumman Increases Offer For TRW To $53; Expires May 3

Northrop Grumman Corporation announced last Sunday that it is amending its offer for TRW Inc. to $53 per share in value of Northrop Grumman common stock for each share of TRW.

The company also said it is extending its pending exchange offer to May 3, 2002, at midnight EDT.

Kent Kresa, Northrop Grumman chairman and chief executive officer, stated, “We are increasing our offer for TRW due to improving economic conditions which drive TRW’s end markets and continuing positive developments in the defense industry.

“We strongly encourage TRW shareholders to send a strong message to their board of directors in favor of inviting us to conduct due diligence. If the TRW board continues to deny us access, this offer will not proceed.”

Each share of TRW common stock may be exchanged for a number of shares of common stock of Northrop Grumman equal to $53.

The exact exchange ratio will be determined by dividing 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 period to the expiration of the offer, but in no event will the number of Northrop Grumman shares exchanged be more than 0.4690 ($53/$113) or less than 0.4309 ($53/$123).

Each share of TRW’s Cumulative Serial Preference Stock II, $4.40 Convertible Series 1; and Cumulative Serial Preference Stock II, $4.50 Convertible Series 3 may be exchanged for a number of Northrop Grumman shares equal to the exchange rate described above multiplied by the effective conversion rate for the shares of preference stock.

The amended offer is expressly subject to the condition that Northrop Grumman has the opportunity to conduct a due diligence investigation of non- public information concerning TRW, and its satisfaction with the information provided.

Prior to the amendment, approximately 1,980,244 shares of TRW common stock; 1,150 shares of Cumulative Serial Preference Stock II, $4.40 Convertible Series 1; and 2,630 shares of Cumulative Serial Preference Stock II, $4.50 Convertible Series 3 had been tendered to Northrop Grumman as of 5:00 p.m. EDT on April 12, 2002. The tendered shares are subject to validation by TRW’s transfer agent.