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                                  TRW INC.
              (Name of Registrant as Specified in Its Charter)

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Dear S&E Employee:

Today, Northrop Grumman and TRW announced their intention to complete the
merger transaction on December 11, in accordance with their agreement with
the U.S. Justice Department. All of us who own stock have the opportunity
to contribute to a positive outcome by voting our shares to approve the
merger. I remain convinced that the new Northrop Grumman will have a
commanding presence in the top tier of the aerospace industry, provide
tremendous value to our nation, offer a broad range of exciting
opportunities for all employees, and deliver significant shareholder value.

The new Northrop Grumman will have one of the best portfolios in the
business, ideally aligned with the defense needs of the 21st century. As a
true top-tier player in aerospace, the new Northrop Grumman will be able to
leverage its systems-of-systems expertise, spanning the full architectural
range - land, sea, air, space and cyberspace. And, the technological
strength of its deep talent pool will be unparalleled. I urge you to review
the detailed investor presentation on the TRW intranet at
http://media.corporate-ir.net/media_files/NYS/TRW/presentations/trw_102502.pdf.
It provides a convincing demonstration of the power of the combined company
going forward.

I know many of you are concerned about the decline in the Northrop Grumman
stock price, with the resulting similar movement in the TRW stock price and
the apparent decreasing shareholder value. Defense stocks in general have
been down since mid-year, including both Northrop and TRW. However, there
is much evidence that the combination with Northrop Grumman provides TRW
shareholders significant upside potential. On Monday, November 25, JSA
Research, Inc. reported that since February 15, "TRW stock has outperformed
the S&P 500 by 28%, based solely on being joined at the hip to NOC." The
report also noted that, "Over the two years prior to the NOC bid for TRW,
the TRW stock was tracking the S&P 500 which declined about 19% while the
NOC stock outperformed the S&P 500 by over 150%." I am convinced that when
the merger is complete, the new Northrop Grumman's ability to create value
will drive the stock price in a much more positive way than a standalone
TRW could. I hope you will join me in voting for the merger.

I wish you and your loved ones a relaxing and rewarding Thanksgiving
holiday. Thank you for your continued hard work and dedication.

Tim Hannemann
President and Chief Executive Officer
TRW Space & Electronics



Certain statements and assumptions in this communication contain or are
based on "forward-looking" information and involve risks and uncertainties.
Such statements are subject to numerous assumptions and uncertainties, many
of which are outside of TRW's control. These include completion of the
merger; governmental regulatory processes, Northrop Grumman's ability to
successfully integrate the operations of TRW and achieve a successful
disposition with respect to TRW's Automotive business; assumptions with
respect to future revenues, expected program performance and cash flows;
the outcome of contingencies including, among others, the timing and
amounts of tax payments, litigation matters, environmental claims and
remediation efforts; divestitures of businesses; successful negotiation of
contracts with labor unions; and anticipated costs of capital investments.
Northrop Grumman's and TRW's respective operations are subject to various
additional risks and uncertainties resulting from their positions as
suppliers, either directly or as subcontractors or team members, to the
United States government and its agencies, as well as to foreign
governments and agencies. Actual outcomes are dependent upon many factors.
Other important factors that could cause actual results to differ
materially from those suggested by the forward-looking statements set out
in Northrop Grumman's and TRW's filings from time to time with the SEC,
including, without limitation, the joint proxy statement/prospectus
relating to the proposed merger. The directors and certain executive
officers of TRW and Northrop Grumman may be deemed to be participants in
the solicitation of proxies from shareholders of TRW in connection with
TRW's special meeting of shareholders to consider the Agreement and Plan of
Merger, dated as of June 30, 2002, with Northrop Grumman Corporation.
Information concerning such participants is contained in the joint proxy
statement/prospectus relating to the proposed merger of Northrop Grumman
and TRW contained in Amendment No. 7 to the Registration Statement on Form
S-4 filed by Northrop Grumman with the Securities and Exchange Commission
on October 23, 2002, as it may be amended from time to time.









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