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Northrop Grumman Board Proposes Annual Election of Directors

LOS ANGELES, March 2, 2005 -- Northrop Grumman Corporation (NYSE:NOC) announced today that the company's board of directors has voted to submit a proposal to stockholders that would eliminate the company's classified board structure.

Stockholders will be asked to vote on the board's recommendation at the company's 2005 Annual Meeting scheduled for May 17, 2005. If stockholders approve the board's recommendation, each class of director up for re-election, commencing in 2006, will stand for re-election on a yearly basis. Under the current structure, each of the three director classes is elected to a three-year term with one third of the board standing for re-election each year.

"We are committed to excellence in corporate governance and believe this action is in keeping with that commitment and is responsive to the views of our stockholders," said Ronald D. Sugar, Northrop Grumman chairman, chief executive officer and president.

Northrop Grumman Corporation is a global defense company headquartered in Los Angeles, Calif. Northrop Grumman provides a broad array of technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding, and space technology. The company has more than 125,000 employees and operates in all 50 states and 25 countries and serves U.S. and international military, government and commercial customers.

CONTACT:  Frank Moore (Media)
          Northrop Grumman Corporation
          (310) 201-3335

          Gaston Kent (Investors)
          Northrop Grumman Corporation
          (310) 201-3423