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



{PAGE}



     (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,

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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

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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.



                                       2



{PAGE}



     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,

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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

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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

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