UNITED STATES OF AMERICA                                         Plaintiff,                   v. NORTHROP GRUMMAN CORPORATION   and TRW INC.,                                       Defendants.

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Case No. 1:02CV02432 JUDGE: Gladys Kessler DECK TYPE: ANTITRUST DATE: 12/11/2002

It is hereby STIPULATED by and between the undersigned parties, subject to approval and entry by the Court, that:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the District of Columbia.

2. The parties stipulate that a Final Judgment in the form hereto attached may be filed with and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedure and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court.

3. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though they were in full force and effect as an order of the Court.

4. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

5. If the United States has withdrawn its consent, as provided in paragraph 2 above, or if the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

6. Defendants represent that the required actions set forth in Sections IV and V of the proposed Final Judgment can and will be implemented and followed and that the defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the provisions contained therein.

7. This Stipulation shall be effective only upon the closing of the Northrop Grumman/TRW transaction.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________/s/________________ J. Robert Kramer II Pennsylvania Bar No. 23963 Chief, Litigation II Section Antitrust Division U.S. Department of Justice 1401 H Street, NW Suite 3000 Washington, D.C. 20530 Telephone:   (202) 307-0924 Facsimile:   (202) 307-6283 Dated: December 11, 2002

FOR DEFENDANT NORTHROP GRUMMAN CORPORATION: _______________/s/________________ Robert E. Nelson Corporate Vice President, Business Strategy Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 Telephone:   (310) 201-3493 Fax:   (310) 201-3494 FOR DEFENDANT TRW Inc.: _______________/s/________________ William B. Lawrence Ohio State Bar No. 0031971 Executive Vice President, General Counsel and Secretary, TRW, Inc. 1900 Richmond Road Cleveland, Ohio 44124 Telephone: (216) 291-7230 Fax: (216) 291-7872

ORDER

It is SO ORDERED, this 11 day of December, 2002.