SC 14D9/A

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                             ------------------

                               SCHEDULE 14D-9

                Solicitation/Recommendation Statement Under
          Section 14(d)(4) of the Securities Exchange Act of 1934

                             (Amendment No. 14)
                             ------------------
                                  TRW INC.
                         (Name of Subject Company)


                                  TRW INC.
                    (Name of Person(s) Filing Statement)


                  Common Stock, Par Value $0.625 Per Share
     Cumulative Serial Preference Stock II, $4.40 Convertible Series 1
     Cumulative Serial Preference Stock II, $4.50 Convertible Series 3

                       (Title of Class of Securities)

                                 872649108
                                 872649504
                                 872649603
                   (CUSIP Number of Class of Securities)

                             -----------------

                            William B. Lawrence
          Executive Vice President, General Counsel and Secretary
                                  TRW Inc.
                             1900 Richmond Road
                           Cleveland, Ohio 44124
                               (216) 291-7000

 (Name, Address and Telephone Number of Person Authorized to Receive Notice and
        Communications on Behalf of the Person(s) Filing Statement)

                             -----------------

                              With copies to:

                             Peter Allan Atkins
                              Eric L. Cochran
                  Skadden, Arps, Slate, Meagher & Flom LLP
                             Four Times Square
                          New York, New York 10036
                               (212) 735-3000

/_/  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer


         This Amendment No. 14 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
TRW Inc. on March 13, 2002 and amended on March 25, 2002, April 2, 2002,
April 3, 2002, April 4, 2002, April 10, 2002, April 11, 2002, April 15,
2002, April 17, 2002, April 19, 2002, April 24, 2002, May 1, 2002, May 3,
2002 and May 6, 2002. Except as otherwise indicated, the information set
forth in the original Schedule 14D-9 and Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6,
Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10,
Amendment No. 11, Amendment No. 12 and Amendment No. 13 thereto remains
unchanged. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule 14D-9 and the amendments thereto.

ITEM 9.  EXHIBITS.

         Item 9 is hereby amended and supplemented by adding the following
thereto:

Exhibit No.

(d)(1)            Confidentiality Agreement, dated May 5, 2002 between
                  Northrop and the Company



                                 SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


                                       TRW INC.


                                       By:  /s/ William B. Lawrence
                                           -------------------------------
                                            William B. Lawrence
                                            Executive Vice President, General
                                            Counsel and Secretary



Dated:  May 7, 2002

EX-99

Exhibit (d)(1)

                         CONFIDENTIALITY AGREEMENT


                  CONFIDENTIALITY AGREEMENT (the "Agreement"), dated May 5,
2002, between TRW Inc., an Ohio corporation ("TRW"), and Northrop Grumman
Corporation, a Delaware corporation ("Buyer").

                            W I T N E S S E T H

         WHEREAS, TRW and Buyer (referred to herein individually as a
"Party" and collectively as the "Parties") are considering entering into
discussions concerning a possible transaction between them at a price of at
least $53.00 per share of TRW common stock, payable in Buyer Common Stock
(the "Transaction");

         WHEREAS, in connection with such discussions, each Party
contemplates furnishing Evaluation Material (as defined below) to the other
Party and its Representatives (as defined below);

         NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Parties agree as follows:

         1. (a) As used herein, "Evaluation Material" means all data,
reports, interpretations, forecasts and records (whether in oral or written
form, electronically stored or otherwise), including any information
furnished prior to the date hereof, containing or otherwise reflecting
information concerning a Transaction, the Supplying Party or its affiliates
or subsidiaries that is provided by the Supplying Party or its
Representatives to the Recipient or its Representatives and all notes,
analyses, compilations, studies or other documents in tangible form
(whether in written form, electronically stored or otherwise) that contain
or otherwise reflect such information, whether prepared by the Supplying
Party, the Recipient or their respective Representatives or others.

         Notwithstanding the foregoing, the following will not constitute
"Evaluation Material" for purposes of this Agreement:

         (i)      Information that is obtained, whether before or after the
                  date of this Agreement, by the Recipient or its
                  Representatives from a source other than the Supplying
                  Party or its Representatives who, insofar as is known to
                  the Recipient after reasonable inquiry, is not prohibited
                  by a contractual, legal or fiduciary obligation to the
                  Supplying Party from transmitting the information to the
                  Recipient or its Representatives; or

         (ii)     Information that is or becomes generally available to the
                  public other than as a result of a disclosure by the
                  Recipient or its Representatives in violation of the
                  provisions of this Agreement.

                  (b) As used herein, "Recipient" means the receiving party
of Evaluation Material.

                  (c) As used herein, "Representatives" of any Party shall
mean the subsidiaries and affiliates (as such term is used in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of such Party and the respective directors, officers, employees,
representatives and agents of such Party, and such Party's subsidiaries and
affiliates; provided, however, that with respect to all matters other than
the matters addressed in paragraphs 2 and 3 hereof, a Party's directors,
officers and employees will be "Representatives" for purposes of this
Agreement only if they are at such time directors, officers or employees of
such Party and a Party's representatives and agents will be
"Representatives" for purposes of this Agreement only if they are acting in
their capacity as a representative or agent of such Party.

                  (d) As used herein, "Supplying Party" means the party on
behalf of whom Evaluation Material is being delivered.

         2. Except as hereinafter provided, without the prior written
consent of the Supplying Party, Evaluation Material will be held in
confidence and not disclosed by the Recipient or its Representatives to any
person or used by the Recipient or its Representatives other than directly
or indirectly in connection with consideration of a possible Transaction;
provided, however, that the Recipient or its Representatives may disclose
Evaluation Material to the extent disclosure of such Evaluation Material is
required in order to avoid violating applicable legal, regulatory or stock
exchange requirements or to enforce or defend claims under this Agreement
and the Recipient is not otherwise in breach of this Agreement. Except as
otherwise expressly provided in this Agreement, the Recipient further
agrees to disclose Evaluation Material only to those Representatives who
need to know the Evaluation Material to evaluate a possible Transaction and
who are informed of its confidential nature and who (other than
Representatives who are a director, officer, employee of or attorney to the
Recipient) execute and deliver to the Supplying Party a letter agreement
that is substantially identical to the form of letter agreement attached
hereto as Exhibit A. The Recipient agrees to be fully responsible for any
breach of this Agreement by any of its Representatives. Buyer agrees to use
its reasonable efforts to develop a proposal relating to a Transaction but
will not be obligated to submit a proposal if Buyer concludes it is not in
Buyer's interest to do so.

         3. Except as hereinafter provided, without the prior written
consent of TRW or Buyer, as the case may be, each of Buyer and TRW agrees
that it and its Representatives will not disclose to any person (other than
to its Representatives who need to know the Evaluation Material to evaluate
a possible Transaction) (i) any terms or other facts regarding a possible
Transaction, including the status thereof or (ii) any judgment, assessment,
opinion or view with respect to the Evaluation Material, or any of the
matters set forth in the preceding clause (i) or during the Standstill
Period (as hereinafter defined), TRW or Buyer (other than in connection
with the conduct in the ordinary course of Buyer's business or TRW's
business, as the case may be); provided, however, that TRW or Buyer may
make such disclosure to the extent it is required to be made by it in order
to avoid violating applicable legal, regulatory or stock exchange
requirements or to confirm disclosures made by the other Party which
address the matters set forth in any of clauses (i) and (ii) and, in either
case, the Party making such disclosure is otherwise not in breach of this
Agreement; and provided, further, that TRW and Buyer may engage in
discussions with Regulatory Authorities (as defined in paragraph 9) and
other senior governmental officials which do not result in disclosure of
the other Party's Evaluation Material to such Regulatory Authorities or
other senior governmental officials, so long as the Party making such
disclosure is otherwise not in breach of this Agreement. The term "person"
as used in this Agreement will be interpreted broadly to include any
corporation, company, governmental agency or body, entity, partnership,
group or individual.

         4. All Evaluation Material in tangible form (whether in written
form, electronically stored or otherwise) provided by the Supplying Party
or its Representatives will be returned by the Recipient to the Supplying
Party or destroyed promptly upon request, without retention of any copies
thereof, and an authorized officer of the Recipient shall certify in
writing to the Supplying Party that all such Evaluation Material has been
returned by the Recipient or destroyed, as the case may be. All other
Evaluation Material in tangible form, including analyses, compilations,
studies, personal notes, or other documents (whether in written form,
electronically stored or otherwise) prepared by the Recipient or any of its
Representatives will be retained by the Recipient and kept subject to the
terms of this Agreement or destroyed, in the Recipient's discretion (and
shall be destroyed upon the Supplying Party's request, in which case an
authorized officer of the Recipient shall certify in writing to the
Supplying Party that all such Evaluation Material requested to be destroyed
has been destroyed). Except as otherwise provided in this Agreement, all
retained Evaluation Material (whether in written form, electronically
stored or otherwise) will continue to be subject to this Agreement.

         5. If the Recipient or any of its Representatives are requested or
required to disclose any Evaluation Material (or to disclose the existence
of this Agreement or that any investigation, discussions or negotiations
are taking or have taken place concerning a possible Transaction) pursuant
to a subpoena, court order, civil investigative demand or similar judicial
process or other oral or written request issued by a court of competent
jurisdiction or by a governmental or regulatory body, other than in
connection with administering disclosure requirements, the Recipient will
provide the Supplying Party with prompt written notice of any such request
or requirement so that the Supplying Party or any of its Representatives
may seek an appropriate protective order or other appropriate remedy or
waive compliance with the provisions of this Agreement. If such order or
other remedy is not obtained, or the Supplying Party waives compliance with
the provisions of this Agreement, the Recipient or its Representatives, as
the case may be, will disclose only that portion of the Evaluation Material
(or information relating to any such investigation, discussions or
negotiations) that it is advised by counsel that it is legally required to
so disclose and will exercise reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the Evaluation
Material or information so disclosed.

         6. Each Party will endeavor to provide to the other Party, as
promptly as practicable within the overall process being conducted by TRW
in its reasonable discretion, such information as is reasonably necessary
for the other Party to formulate and/or consider a proposal for a
Transaction, subject to each Party's reasonable determination regarding
limitations required by law or contractual arrangements. TRW agrees that
the management presentation and data room materials made available by TRW
to Buyer shall not be materially different from the management presentation
and data room materials made available to other prospective buyers of TRW.
In addition, in response to specific requests of Buyer for additional
information, TRW will not fail to provide Buyer with material Evaluation
Material if such Evaluation Material is or has been provided to any other
prospective buyer of TRW, subject to TRW's reasonable determination
regarding limitations required by law or contractual arrangements, and
except to the extent that the provision of such Evaluation Material would
compromise, in TRW's reasonable discretion, TRW's actual or potential
competitive position. Except as may be provided in a definitive agreement
providing for a Transaction (a "Definitive Agreement"), the Parties (i)
acknowledge that neither Party, nor any Representative of either Party
makes any representation or warranty, either express or implied, as to the
accuracy or completeness of any Evaluation Material, and (ii) agree, to the
fullest extent permitted by law, that neither Party, nor any Representative
of either Party shall have any liability to the other Party or any of the
other Party's Representatives on any basis (including, without limitation,
in contract, tort, under federal or state securities laws or otherwise) as
a result of the Parties' participation in evaluating the Transaction, the
review by either Party of the other Party or the use of the Evaluation
Material by either Party or its Representatives, so long as such
participation, review and use is in accordance with the provisions of this
Agreement. Each Party agrees that it is not entitled to rely on the
accuracy or completeness of the Evaluation Material, except as set forth in
a Definitive Agreement. Each Party understands and agrees that no contract
or agreement providing for a possible Transaction shall be deemed to exist
(other than this Agreement) unless and until a Definitive Agreement has
been executed and delivered, and each Party hereby waives, in advance, any
claims (including, without limitation, breach of contract) in connection
with a Transaction (other than relating to a breach of this Agreement)
unless and until the Parties shall have entered into a Definitive
Agreement. The Parties also agree that unless and until a Definitive
Agreement between the Parties has been executed and delivered, neither
Party has any legal obligation of any kind whatsoever with respect to any
such Transaction by virtue of this Agreement or any other written or oral
expression with respect to such Transaction except, in the case of this
Agreement, for the matters specifically agreed to herein. Prior to the
execution of a Definitive Agreement, each Party may freely investigate,
negotiate, commit to and take other action which they may, in their sole
discretion, determine to take with respect to any type of business
arrangement or transaction, regardless of whether such actions or
arrangement would be inconsistent with or render impracticable any such
Transaction between the Parties. For purposes of this paragraph, the term
"Definitive Agreement" does not include an executed non-binding letter of
intent or any other preliminary written agreement, nor does it include any
non-binding written or verbal acceptance of any offer or bid on the part of
either Party.

         7. The Parties acknowledge that they are, and that their
respective Representatives who are informed as to the matters that are the
subject of this Agreement will be made, (i) aware that the United States
securities laws would prohibit any person who has material non-public
information about a company from purchasing or selling securities of such
company, or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell such securities and (ii) familiar with the
Exchange Act and the rules and regulations promulgated thereunder to the
extent they relate to the matters referred to in this paragraph 7. The
Parties agree that they will not use or permit any third party to use, and
that they will each use reasonable efforts to assure that none of their
respective Representatives will use or permit any third party to use, any
Evaluation Material in contravention of the United States securities laws,
including the Exchange Act or any rules and regulations promulgated
thereunder.

         8. Each Party agrees that for a period of two years following the
date hereof, it will not, directly or indirectly, solicit any employee of
another Party or such other Party's affiliates with whom such Party or any
of its Representatives have had contact or who became known to them in
connection with such Party's consideration of a Transaction to terminate
his or her employment or other relationship with the other Party, or to
seek or accept employment or other affiliation with such Party; provided,
however, that a Party shall not be precluded from soliciting or hiring any
such employee of another Party or its affiliates who responds to any
general search or solicitation, including without limitation by way of a
general advertisement not directed at employees of such Party or who
approaches such Party without any solicitation by such Party; provided,
further, that upon consummation of a Transaction between TRW and another
party, this paragraph shall be void and of no further force and effect.

         9. Subject to applicable laws, at the request of the other, each
of TRW and Buyer promptly will (i) provide the other with a copy of all
materials and written communications that TRW or Buyer, as the case may be,
or any of such Party's respective Representatives supplied or furnished to,
or filed with, any regulatory authority, including, without limitation, the
Department of Justice, the Federal Trade Commission, the Department of
Defense and the European Commission (collectively the "Regulatory
Authorities") in connection with a possible Transaction involving Buyer and
TRW and (ii) describe in reasonable detail the context and substance of any
oral communication that TRW or Buyer, as the case may be, or any of such
Party's Representatives had with any Regulatory Authority concerning a
possible Transaction involving Buyer and TRW; provided, however, that no
Party shall be required to provide the other Party with copies of any
materials or written communications (or portions thereof) or to describe
the details of any discussions with regulatory officials which in any case
such Party believes in good faith should be held in confidence.

         10. Buyer represents and warrants to TRW that as of the date
hereof, neither it nor any of its subsidiaries beneficially owns any
securities of TRW other than four shares of TRW common stock. Buyer agrees
that, during the Standstill Period (as hereinafter defined) and except as
set forth herein, Buyer shall not, and shall cause each of its affiliates
and Representatives not to, directly or indirectly, without TRW's express
written invitation or consent (it being agreed and understood that the
entering into of this Agreement shall not constitute such an invitation or
consent) subsequent to the date of this Agreement, (i) acquire, offer or
propose to acquire (except for an offer or proposal in connection with the
Transaction pending on the date hereof), agree to acquire any securities of
TRW or any of its subsidiaries, any warrant or option to acquire any such
securities, any security convertible into or exchangeable for any such
securities or any other right to acquire any such securities (except this
restriction shall apply only to Buyer and its controlled affiliates that
are not individuals and shall not apply to acquisitions of not more than an
aggregate of one percent of the then outstanding shares of TRW common stock
or for pension or other benefit plans), (ii) make any public announcement
with respect to, or submit a proposal for, or offer (except for an offer in
connection with the Transaction pending on the date hereof) of (with or
without conditions) any merger, consolidation, business combination, tender
or exchange offer, restructuring, liquidation, recapitalization,
dissolution, or similar transactions or other extraordinary transaction of
or involving TRW or any of its subsidiaries or its securities or assets,
(iii) make, or in any way participate in, any "solicitation" of proxies or
consents (whether or not relating to the election or removal of directors)
within the meaning of Rule 14a-1 under the Exchange Act with respect to any
securities of TRW or any of its subsidiaries, or seek to advise or
influence any person with respect to the voting of any securities of TRW or
any of its subsidiaries, or demand a copy of the stock ledger list of
stockholders, or any other books and records of TRW or any of its
subsidiaries, (iv) form, join or in any way participate in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with respect
to any voting securities of TRW or any of its subsidiaries, (v) otherwise
act, alone or in concert with others, to seek to control or influence, in
any manner, the management, Board of Directors or policies of TRW or any of
its subsidiaries, (vi) have any discussions or enter into any arrangements,
understandings or agreements (whether written or oral) with, or advise,
finance, assist or encourage, any other persons in connection with any of
the foregoing, or make any investment in any other person that engages, or
offers or proposes to engage, in any of the foregoing (it being understood
that, without limiting the generality of the foregoing, Buyer shall not be
permitted to act as a joint bidder or co-bidder with any other person with
respect to TRW or any of its subsidiaries), or (vii) make any publicly
disclosed proposal regarding any of the foregoing (the matters described in
clauses (i) through (vii) above are referred to as "Prohibited Actions").
Buyer also agrees during such period not to make any proposal or statement,
or disclose any intention, plan or arrangement, whether written or oral,
inconsistent with the foregoing, or request or suggest to TRW directly or
indirectly, to amend, waive or terminate any provision of this Agreement
(including this sentence), unless and until Buyer has received the prior
written invitation or approval of TRW to do any of the foregoing. If at any
time during the Standstill Period, Buyer is approached by any party
concerning its participation in a transaction involving TRW's assets,
businesses or securities or any other Prohibited Actions, Buyer will
promptly inform TRW of the nature of such contact and unless it is legally
prohibited from doing so, the parties thereto. Notwithstanding the
foregoing, the terms of this paragraph 10 shall not prohibit: (a) any
action Buyer may take or propose to take with respect to any subsequent
parent company of TRW or any subsequent third party owner of any TRW
subsidiary or any assets of TRW or any TRW subsidiary, (b) actions or
activities in connection with the conduct of Buyer's business in the
ordinary course or a transaction pursuant to or in connection with a
divestiture mandated by Regulatory Authorities in connection with a
Transaction, or (c) any offer or proposal which Buyer may submit for
consideration of the Board of Directors of TRW, provided that such offer or
proposal is submitted in a form capable of execution by TRW and remains
available for acceptance until the later of June 15, 2002 or 14 days from
the date such offer or proposal is submitted to the Board of Directors of
TRW. The "Standstill Period" shall mean the period beginning on the date
hereof and ending on September 30, 2002, provided, however, that if TRW
publicly announces on or prior to September 30, 2002 that it has entered
into a definitive agreement with a party other than Buyer to engage in a
business combination transaction involving all or substantially all of TRW,
the Standstill Period shall be extended until June 30, 2003, and provided,
further, that if TRW publicly announces that in lieu of pursuing such a
business combination, it is continuing with its plan to separate its
automotive business from its other businesses, the Standstill Period shall
not apply from the earlier of the date of such announcement or September
30, 2002 until the distribution date for the spin-off relating to such
separation, after which date the Standstill Period shall be reinstated for
the period beginning on such distribution date and ending on the date that
is the earlier of September 30, 2003 or six months thereafter. If during
any period outside of the Standstill Period until September 30, 2003, Buyer
takes an action that would have been a Prohibited Action if taken during
the Standstill Period, Buyer may only take such action if in furtherance
of, and not inconsistent with, a Transaction; provided, however, this
sentence shall not be effective if subsequent to the date hereof and prior
to the distribution date of the spin off of the automotive business TRW
takes action which results in a substantial decline in the equity value of
TRW, other than actions that have been announced prior to the date of this
Agreement.

         11. Buyer acknowledges that if TRW determines to pursue a
Transaction, together with alternative transactions involving other
parties, it may establish procedures and guidelines (the "Procedures") for
the submission of proposals with respect to a business combination or other
transaction involving the parties. Buyer and its Representatives agree,
subject to TRW's compliance with the first three sentences of paragraph 6,
to act in accordance with the Procedures and to be bound by the terms and
conditions that may be established pursuant to the Procedures, including,
subject to clause (c) of the fifth sentence of paragraph 10, adhering to
any timing conditions that may be established relating to when proposals
for a Transaction and other transactions involving other parties may be
submitted so long as such procedures treat all potential buyers in a
substantially equal manner, unless TRW determines in good faith, at a time
after which Buyer has had a reasonable opportunity to complete its due
diligence and after consultation with counsel, that treating some potential
buyers in a manner which is not substantially equal to the manner in which
other potential buyers are treated is in the best interests of TRW
shareholders and, accordingly, that the failure to do so presents a
reasonable possibility of being inconsistent with the duties of TRW to its
shareholders and so long as the Procedures do not obligate Buyer to submit
a proposal and are otherwise consistent with the terms of this Agreement.
Buyer and its Representatives agree that all (i) communications regarding
any such transaction, (ii) requests for additional information and (iii)
discussions or questions regarding any Procedures with respect to any such
transaction, will be submitted or directed only to such party as TRW in
writing may identify. Buyer acknowledges and agrees, subject to TRW's
compliance with the first three sentences of paragraph 6, that so long as
all potential buyers are treated in a substantially equal manner, unless
TRW determines in good faith, at a time after which Buyer has had a
reasonable opportunity to complete its due diligence and after consultation
with counsel, after consultation with counsel that treating some potential
buyers in a manner which is not substantially equal to the manner in which
other potential buyers are treated is in the best interests of TRW
shareholders and, accordingly, that the failure to do so presents a
reasonable possibility of being inconsistent with the duties of TRW to its
shareholders and so long as the Procedures do not obligate Buyer to submit
a proposal and are otherwise consistent with the terms of this Agreement,
(a) TRW and its Representatives are free to conduct the process leading up
to a possible Transaction and other transactions involving other parties as
TRW and its representatives, in their sole discretion, determine
(including, without limitation, by negotiating with any third party and
entering into a preliminary or definitive agreement without prior notice to
Buyer or any other person), and (b) TRW reserves the right, in its sole
discretion, to change the Procedures relating to its consideration of a
Transaction or other transactions involving other parties at any time
without prior notice to the Buyer or any other person, to reject any and
all proposals made by Buyer or any of its Representatives with regard to a
Transaction or other transactions involving other parties, and to terminate
discussions and negotiations with Buyer at any time and for any reason.

         12. Each Party will be responsible for and will indemnify and hold
harmless the other Party from any damage, loss, cost or liability
(including but not limited to reasonable attorney's fees and the costs of
enforcing such obligations under this indemnity) arising out of or
resulting from any breach by such Party or its Representatives of its
obligations hereunder.

         13. Each Party agrees that the other Party and its respective
affiliates would be irreparably harmed by a breach of this Agreement by a
breaching Party or its Representatives, that monetary remedies would be
inadequate to protect the non-breaching Party against any actual or
threatened breach of this Agreement by the breaching Party or its
Representatives, and, without prejudice to any other rights and remedies
otherwise available to the other Party, that the breaching Party agrees to
the granting of equitable relief, including injunctive relief and specific
performance, in the other Party's favor without proof of actual damages as
a remedy for any breach or threatened breach. The breaching Party further
agrees to waive, and to use its best efforts to cause its Representatives
to waive, any requirement for the securing or posting of any bond in
connection with such remedy. Each breaching Party agrees to reimburse the
other Party for their respective costs and expenses (including, without
limitation, legal fees and expenses) incurred to remedy any and all
breaches of this Agreement. It is further understood and agreed that no
failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

         14. If any term or provision of this Agreement, or any application
thereof to any circumstances, shall, to any extent and for any reason, be
held to be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to circumstances other than those
to which it is held invalid or unenforceable, shall not be affected thereby
and shall be construed as if such invalid or unenforceable provision had
never been contained herein and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.

         15. This Agreement shall constitute the entire agreement between
the Parties with regard to the subject matter hereof. No modification,
amendment or waiver shall be binding without the written consent of the
Parties. This Agreement shall inure to the benefit of and be binding upon
each of the Parties and their respective successors and assigns, provided,
however, that neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by either of the Parties hereto
without the prior written consent of the other Party, and no assignment of
any right, interest or obligation shall release any such assigning Party
therefrom unless that other Party shall have consented to such release in
writing specifically referring to the right, interest or obligation from
which such assigning Party is to be released. The Parties hereto agree that
if TRW previously entered into, or subsequently enters into, a
confidentiality agreement relating to a transaction comparable to the
Transaction that contains provisions that are less restrictive upon the
other party to such agreement than the comparable provisions set forth in
this Agreement, then TRW shall promptly provide to Buyer notice thereof and
a copy of such provisions (which need not identify such other party), and
upon such notice, except as set forth in the next sentence, this Agreement
shall be deemed to be amended to conform the provisions of this Agreement
with such less restrictive provisions. This Agreement, however, shall not
be deemed amended as a result of provisions (i) resulting from preexisting
legal or regulatory requirements, preexisting contractual requirements or
other preexisting company specific requirements (other than requirements
resulting from a confidentiality agreement entered into with another
prospective buyer in connection with the current process being conducted by
TRW) applicable to a party to another confidentiality agreement or (ii)
which TRW has determined in good faith after consulting with counsel
present a reasonable possibility of being inconsistent with the duties of
TRW to its shareholders if incorporated into one or more additional
confidentiality agreements; provided, however, the exception contained in
this clause (ii) shall not apply to the time periods set forth in the first
sentence of paragraph 8, in paragraph 10 or in paragraph 20. TRW shall use
its reasonable efforts to not include a provision in any other
confidentiality agreement entered into with another prospective buyer in
connection with the current process being conducted by TRW which has the
reasonably foreseeable effect of materially impeding the Buyer's ability to
make a competitive proposal for a Transaction.

         16. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to the
conflict of laws principles thereof. Each Party hereby irrevocably and
unconditionally submits to the jurisdiction of any court of the State of
Ohio or any federal court sitting in the State of Ohio for purposes of any
suit, action or other proceeding arising out of this Agreement which is
brought by or against the other Party (and each Party agrees not to
commence any action, suit or proceedings relating thereto except in such
courts) and agrees that service of any process, summons, notice or document
by U.S. registered mail to the address set forth above shall be effective
service of process for any action, suit or proceeding brought against the
other Party in any such court. Each Party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement, which is brought by or
against the other Party, in the courts of the State of Ohio or any federal
court sitting in the State of Ohio and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.

         17. Any person who at any time after the date hereof becomes a
Representative of either Party shall be deemed to be such Party's
Representative, for the purposes of this Agreement, regardless of whether
such person was such Representative on the date hereof; all references to
affiliates or subsidiaries contained in this Agreement shall apply with
equal force and effect to any and all Representatives of such referenced
affiliates or subsidiaries.

         18. Any notice to TRW hereunder shall be made in writing, by first
class mail, by overnight courier or by facsimile with original copy to
follow by first class mail or overnight courier to (or to such other
address or facsimile number as identified by TRW in accordance with this
paragraph 18):

                  TRW Inc.
                  1900 Richmond Road
                  Cleveland, Ohio 44124
                  Attn:  Secretary
                  Facsimile Number:  (216) 291-7872
                  Attn:  Treasurer
                  Facsimile Number:  (216) 291-7345

                  with a copy sent by facsimile to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036
                  Attn:  Peter Allan Atkins, Esq.
                         Eric L. Cochran, Esq.
                  Facsimile Number:  (212) 735-2000

                  Any notice to Buyer hereunder shall be made in writing,
by first class mail, by overnight courier or by facsimile with original
copy to follow by first class mail or overnight courier to (or to such
other address or facsimile number as identified by Buyer in accordance with
this paragraph 18):

                  Northrop Grumman Corporation
                  1840 Century Park East
                  Los Angeles, California 90067
                  Attn:  General Counsel
                  Facsimile Number:  (310) 556-4558

                  with a copy sent to:

                  Gibson, Dunn & Crutcher LLP
                  333 South Grand Avenue
                  Los Angeles, California 90071-3197
                  Attn:  Andrew E. Bogen, Esq.
                  Facsimile Number:  (213) 229-7520

         19. This Agreement may be executed in counterparts and signature
pages exchanged by facsimile, and each counterpart shall be deemed to be an
original, but both counterparts of which shall constitute the same
agreement.

         20. This Agreement shall terminate on the fourth anniversary of
the date hereof.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the date and year first above written.



                                         TRW INC.

                                         By: /s/ William B. Lawrence
                                             -----------------------
                                                  William B. Lawrence
                                         Title:   Executive Vice President,
                                                  General Counsel and Secretary



                                         NORTHROP GRUMMAN CORPORATION

                                         By: /s/ Albert F. Myers
                                             -----------------------
                                         Title:  Corporate Vice President and
                                                 Treasurer






                                                                  EXHIBIT A
TRW INC.
1900 Richmond Road
Cleveland, Ohio 44124

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067

                                                        [Date]

Dear Ladies and Gentlemen:

         Reference is made to the letter agreement dated as of May 3, 2002
(the "Confidentiality Agreement"), between TRW Inc. ("TRW") and Northrop
Grumman Corporation ("NOC").

                  1. [Name of Representative], as a Representative (as
defined in the Confidentiality Agreement) of [TRW or NOC, as appropriate]
("Rep"), hereby agrees that it is bound as a Representative of [TRW or NOC,
as appropriate,] by the terms of the Confidentiality Agreement, including
without limitation paragraphs 2, 3 and 10 thereof, to the same extent, and
in the same manner, as if it were explicitly named as a party thereto (it
being understood that Rep shall be bound, as a Representative of NOC, to
paragraph 10 of the Confidentiality Agreement only in its capacity as a
Representative of NOC).

                  2.  Paragraphs 8 and 12 of the Confidentiality Agreement
shall not apply to Rep.

The Confidentiality Agreement and this letter agreement shall not change in
any respect the rights and obligations of [TRW or NOC, as appropriate] or
Rep with respect to each other with respect to information exchanged
between [TRW or NOC, as appropriate] and Rep which is not Evaluation
Material (as defined in the Confidentiality Agreement).

                                         Very truly yours,

                                         [NAME OF REPRESENTATIVE]


                                         by:__________________________
                                              Name:
                                              Title:


Confirmed and agreed to as of the date first above written:

TRW INC.

     by: ______________________
         Name:
         Title:


Northrop Grumman Corporation

     by: ______________________
         Name:
         Title:



The following text is to be included as an additional numbered paragraph in
the Representative Letter executed by Northrop's financial advisor.

         Nothing contained herein or in the Confidentiality Agreement shall
         prevent Rep or Rep's affiliates at any time from providing
         financial advisory, investment banking and financing services to
         any third party relating to any entity, including TRW and/or its
         assets, liabilities, securities or securityholders, or from
         engaging in Rep's affiliates' ordinary brokerage, asset
         management, capital markets, sales, research, proprietary and
         agency trading and similar activities involving any entity,
         including TRW and/or its assets, liabilities, securities or
         securityholders, so long as appropriate procedures and protections
         are in place to assure that the employees of Rep and Rep's
         affiliates engaged in such activities do not utilize and do not
         have access to the Evaluation Material furnished to Rep pursuant
         to this letter agreement in connection with the conduct of such
         activities.