<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRW INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0575430
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE TRW EMPLOYEE STOCK OWNERSHIP
AND STOCK SAVINGS PLAN
(FULL TITLE OF THE PLAN)
MARTIN A. COYLE, SECRETARY OF TRW INC.
1900 Richmond Road, Cleveland, Ohio 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 291-7200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share(1) offering price registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.625 per share,
of TRW Inc. 7,832,898(2) $500,000,000(3) $172,500
Participations in the Plan(4)
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Indeterminable since shares are not used for accounting under the Plan.
Contributions to the Plan are a percentage of the participant's
compensation and are accounted for in dollars. The dollars credited to a
participant's account will vary from time to time depending upon the market
value of securities held by the Plan and other factors.
(2) This figure (calculated on the basis of $95.75 per share, the average of
the high and low prices of TRW Common included in the NYSE-Composite
Transactions report for May 10, 1996, as published in the Midwest edition
of THE WALL STREET JOURNAL) represents the estimated maximum number of
currently outstanding shares of TRW Common which could be purchased under
the Plan with the estimated $750,000,000 maximum aggregate employee
contributions and employer contributions to the Plan for the period from
May 1, 1996 through April 30, 2000, inclusive.
(3) Estimated maximum aggregate employee contributions during the period from
May 1, 1996 through April 30, 2000, inclusive.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of participation
interests to be offered or sold pursuant to the Plan described herein.
In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus relating to this Registration Statement
on Form S-8 also relates to the securities covered by Registration Statement No.
33-58263 of TRW Inc.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) (i) the TRW Inc. ("TRW") Annual Report on Form 10-K for the year
ended December 31, 1995;
(ii) the financial statements required by Form 11-K for The TRW
Employee Stock Ownership and Stock Savings Plan (the "Plan") for the
year ended December 31, 1995, attached as Exhibit 99(a) to the TRW
Annual Report on Form 10-K for the year ended December 31, 1995;
(b) (i) the description of TRW capital stock filed as Exhibit 4(a) to
TRW's Quarterly Report on Form 10-Q dated May 9, 1996;
(ii) the Rights Agreement between TRW and National City Bank as
Rights Agent filed as Exhibit 1 to TRW's Form 8-A Registration
Statement dated April 25, 1996;
(c) (i) the TRW Current Report on Form 8-K dated February 29, 1996;
(ii) the TRW Current Report on Form 8-K dated March 21, 1996; and
(iii) the TRW Current Report on Form 8-K dated April 25, 1996.
Until TRW files a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold, or deregistering all such
securities which remain unsold, all documents subsequently filed by TRW or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by Martin A. Coyle, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124. Mr. Coyle, Executive Vice President, General Counsel
and Secretary of TRW, is a shareholder of TRW and a participant in the Plan.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code and TRW's Regulations provide for indemnification
of TRW's Directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933. TRW maintains insurance
indemnifying Directors and officers in certain cases and with certain
deductible limits. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors and officers, TRW has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
-2-
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The "Exhibit Index" on page 6 is hereby incorporated by reference.
The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
Item 9. Undertakings.
A. UNDERTAKING PURSUANT TO RULE 415.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. UNDERTAKING REGARDING DOCUMENTS SUBSEQUENTLY FILED UNDER THE EXCHANGE ACT.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-3-
<PAGE>
C. UNDERTAKING REGARDING INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-4-
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lyndhurst, State of Ohio, on the 17th day of
May, 1996.
TRW INC.
By /s/ Martin A. Coyle
-----------------------------------------
Martin A. Coyle, Executive Vice President
and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
- ----------- ---------- ----------
J. T. GORMAN* Chairman of the Board, Chief May 17, 1996
Executive Officer and Director
P. S. HELLMAN* President, Chief Operating May 17, 1996
Officer and Director
C. G. MILLER* Executive Vice President and May 17, 1996
Chief Financial Officer
T. A. CONNELL* Vice President and Controller May 17, 1996
M. H. ARMACOST* Director May 17, 1996
M. FELDSTEIN* Director May 17, 1996
R. M. GATES* Director May 17, 1996
C. H. HAHN* Director May 17, 1996
G. H. HEILMEIER* Director May 17, 1996
K. N. HORN* Director May 17, 1995
E. B. JONES* Director May 17, 1996
W. S. KISER* Director May 17, 1996
D. B. LEWIS* Director May 17, 1996
J. T. LYNN* Director May 17, 1996
R. W. POGUE* Director May 17, 1996
MARTIN A. COYLE, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers and
Directors of TRW Inc., pursuant to a power of attorney executed by each of such
officers and Directors and filed with the Securities and Exchange Commission.
May 17, 1996
* By /s/ Martin A. Coyle
----------------------------------
Martin A. Coyle, Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Board of Administration of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Lyndhurst, State of Ohio, on the 17th day of May, 1996.
THE TRW EMPLOYEE STOCK OWNERSHIP
AND STOCK SAVINGS PLAN
By /s/ Martin A. Coyle
---------------------------------
Martin A. Coyle, Attorney-in-fact
-5-
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- --------------------
5 Legal Opinion of Martin A. Coyle, General Counsel of TRW Inc.
23 Consent of Ernst & Young LLP
The Consent of Martin A. Coyle is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
24(a) Power of Attorney of the Board of Administration of
The TRW Employee Stock Ownership and Stock Savings Plan
24(b) Power of Attorney of the Directors and certain officers of TRW Inc.
24(c) Power of Attorney of Thomas A. Connell, Vice President and Controller
of TRW Inc.
24(d) Certified Resolutions of the Directors of TRW Inc.
<PAGE>
[TRW Inc. Letterhead]
EXHIBIT 5
May 17, 1996
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
and
Board of Administration
The TRW Employee Stock Ownership
and Stock Savings Plan
1900 Richmond Road
Cleveland, Ohio 44124
Re: THE TRW EMPLOYEE STOCK OWNERSHIP
AND STOCK SAVINGS PLAN
Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") to effect the registration under the Securities Act of 1933, as
amended, of shares of common stock of TRW ("Shares") and related participation
interests to be offered under The TRW Employee Stock Ownership and Stock Savings
Plan ("Plan").
I am familiar with the Plan, as amended to date; the trust agreement between TRW
and Bankers Trust Company, as amended to date (the "Trust Agreement"); the
proceedings taken by TRW and certain of its subsidiaries in connection with the
adoption of the Plan; the proposed issuance and sale of participation interests
in the Plan; and the proposed offering of Shares under the Plan. I am also
familiar with TRW's Amended Articles of Incorporation and Regulations, in each
case as amended to date, and I have examined, or caused to be examined, such
other records, documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
<PAGE>
TRW Inc.
Board of Administration
May 17, 1995
Page 2
Based on the foregoing, I am of the opinion that the Shares will, when acquired
by the participants pursuant to the terms of the Plan, be validly issued, fully
paid and nonassessable. I am further of the opinion that the participation
interests in the Plan, created in accordance with the Plan and Trust Agreement,
will, when acquired by the participants pursuant to the terms of the Plan, be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement and in the
Plan documents prepared pursuant to the requirements of Part I of Form S-8.
Sincerely,
/s/ Martin A. Coyle
Martin A. Coyle
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our reports (a) dated January 23, 1996, with respect to
the consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) and (b) dated March 15, 1996 with respect to the financial
statements of The TRW Employee Stock Ownership and Stock Savings Plan included
as Exhibit 99(a) to the TRW Inc. Annual Report (Form 10-K), both for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
May 16, 1996
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
Members of the Board of Administration of
The TRW Employee Stock Ownership and Stock Savings Plan
THE UNDERSIGNED members of the Board of Administration of The TRW Employee
Stock Ownership and Stock Savings Plan (the "Plan") hereby appoint M. A. Coyle,
J. C. Diggs, J. Powers, K. A. Weigand and J. L. Manning, Jr., and each of them,
as attorneys for the Plan and for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Plan and the undersigned, to prepare or cause to be prepared, to execute and
file with the Securities and Exchange Commission, Washington, D. C. (the
"Commission") (i) an annual report on Form 11-K for the fiscal year ended
December 30, 1995, or information in lieu thereof, and any transition reports
under the Securities Exchange Act of 1934 (the "Exchange Act"); (ii) a
registration statement or statements on Form S-8 or any other appropriate form
or forms pursuant to the Securities Act of 1933, as amended (the "Act"), for the
purpose of registering participations in the Plan, and, if appropriate, shares
of Common Stock of TRW Inc. to be acquired, issued, contributed or sold in
connection with the Plan; and (iii) any and all amendments, including post-
effective amendments, and exhibits to such annual report and registration
statements, and any and all applications or other documents to be filed with the
Commission or elsewhere pertaining to the securities to which such registration
statement(s) relate(s), with full power and authority to take or cause to be
taken all other actions deemed necessary or appropriate to effect the filing of
the annual report, or information in lieu thereof, under the Exchange Act or the
registration under the Act of the participations in and, if appropriate, the
shares of Common Stock of TRW Inc. offered or to be offered pursuant to the
Plan.
EXECUTED on the dates set forth below.
/s/ J. E. Durk /s/ J. E. Lanz, Jr.
- -------------------------- ----------------------------
J. E. DURK J. E. LANZ, JR.
Member of the Board Member of the Board
of Administration of Administration
April 22, 1996 April 23, 1996
/s/ R. N. Olsen
-------------------------
R. N. OLSEN
Member of the Board
of Administration
April 24, 1996
<PAGE>
EXHIBIT 24(b)
POWER OF ATTORNEY
Directors and Certain Officers of
TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A.
Coyle, J. C. Diggs, J. Powers, K. A. Weigand and J. L. Manning, Jr., and each
of them, as attorneys for the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned in the
capacity specified, to prepare or cause to be prepared, to execute and to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The TRW Employee Stock
Ownership and Stock Savings Plan and shares of TRW Common Stock offered in
connection therewith; (2) a Registration Statement or amendments to previously
filed Registration Statements with respect to participations in The TRW Canada
Stock Savings Plan and shares of TRW Common Stock offered in connection
therewith; (3) a Registration Statement or amendments to previously filed
Registration Statements relating to stock options, stock appreciation rights,
restricted stock, performance shares and other stock-based grants granted or to
be granted pursuant to the 1994 TRW Long-Term Incentive Plan, the 1989 TRW
Long-Term Incentive Plan, stock options and stock appreciation rights granted or
to be granted pursuant to the 1984 Stock Option Plan and the 1979 Stock Option
Plan, as amended, and stock options granted or to be granted pursuant to the
1973 Stock Option Plan and the 1967 Stock Option Plan, each as amended, and
shares of TRW Common Stock offered in connection therewith; (4) any and all
amendments (including post-effective amendments), prospectuses and exhibits to
such Registration Statements; and (5) any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the securities to which any such Registration Statements relate, with full power
and authority to take or cause to be taken such other action deemed necessary or
appropriate to effect the filing of such documents.
EXECUTED the dates set forth below.
/s/ J. T. Gorman /s/ P. S. Hellman /s/ C. G. Miller
- ----------------------- ----------------------- -------------------------
J. T. Gorman, P. S. Hellman, C. G. Miller,
Chairman of the Board, President, Executive Vice President,
Chief Executive Officer Chief Operating Officer Chief Financial Officer
and Director and Director and Controller
February 7, 1996 February 7, 1996 February 7, 1996
/s/ M. H. Armacost /s/ M. Feldstein /s/ R. M. Gates
- ------------------------ ------------------------ -------------------------
M. H. Armacost, Director M. Feldstein, Director R. M. Gates, Director
February 7, 1996 February 7, 1996 February 7, 1996
/s/ C. H. Hahn /s/ G. H. Heilmeier /s/ K. N. Horn
- ------------------------ ------------------------- -------------------------
C. H. Hahn, Director G. H. Heilmeier, Director K. N. Horn, Director
February 7, 1996 February 7, 1996 February 7, 1996
/s/ E. B. Jones /s/ W. S. Kiser /s/ D. B. Lewis
- ------------------------ ------------------------- -------------------------
E. B. Jones, Director W. S. Kiser, Director D. B. Lewis, Director
February 7, 1996 February 7, 1996 February 7, 1996
/s/ J. T. Lynn /s/ R. W. Pogue
- ------------------------ -------------------------
J. T. Lynn, Director R. W. Pogue, Director
February 7, 1996 February 7, 1996
<PAGE>
EXHIBIT 24(c)
POWER OF ATTORNEY
TRW Inc.
THE UNDERSIGNED T. A. Connell, Vice President and Controller of TRW Inc.,
hereby appoints M. A. Coyle, J. C. Diggs, J. Powers, K. A. Weigand and J. L.
Manning, Jr., and each of them, as attorneys for the undersigned, with full
power of substitution and resubstitution, for and in the name, place and stead
of the undersigned in the capacity specified, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (1) a Registration Statement or
amendments to previously filed Registration Statements with respect to
participations in The TRW Employee Stock Ownership and Stock Savings Plan and
shares of TRW Common Stock offered in connection therewith; (2) a Registration
Statement or amendments to previously filed Registration Statements with respect
to participations in The TRW Canada Stock Savings Plan and shares of TRW Common
Stock offered in connection therewith; (3) a Registration Statement or
amendments to previously filed Registration Statements relating to stock
options, stock appreciation rights, restricted stock, performance shares and
other stock-based grants granted or to be granted pursuant to the 1994 TRW
Long-Term Incentive Plan, the 1989 TRW Long-Term Incentive Plan, stock options
and stock appreciation rights granted or to be granted pursuant to the 1984
Stock Option Plan and the 1979 Stock Option Plan, as amended, and stock options
granted or to be granted pursuant to the 1973 Stock Option Plan and the 1967
Stock Option Plan, each as amended, and shares of TRW Common Stock offered in
connection therewith; (4) any and all amendments (including post-effective
amendments), prospectuses and exhibits to such Registration Statements; and (5)
any and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the securities to which any such Registration
Statements relate, with full power and authority to take or cause to be taken
such other action deemed necessary or appropriate to effect the filing of such
documents.
EXECUTED the date set forth below.
/s/ T. A. Connell
---------------------------
T. A. Connell, Vice President
and Controller
May 17, 1996
<PAGE>
EXHIBIT 24(d)
C E R T I F I C A T E
I, Jean M. Schmidt, do hereby certify that I am a duly elected,
qualified and acting Assistant Secretary of TRW Inc. ("TRW"), an Ohio
corporation; that attached hereto and marked as "Exhibit A" is a true and
correct copy of resolutions duly adopted by the Directors of TRW at a meeting
thereof duly called and held on February 7, 1996, at which meeting a quorum was
present and acting throughout; and that said resolutions have not been modified,
revoked or rescinded in any manner and are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have caused the
seal of TRW to be affixed hereto at Lyndhurst, Ohio this 17th day of May, 1996.
/s/ Jean M. Schmidt
-------------------------------
Assistant Secretary
<PAGE>
EXHIBIT A
RESOLVED that any officer or assistant officer of the Corporation is authorized
and empowered, for and on behalf of the Corporation, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission,
Washington, D. C. (the "Commission"), (i)registration statements on Form S-8 or
any other appropriate form or forms pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering participations in, and the
shares of Common Stock of the Corporation, or other securities of the
Corporation, to be acquired, issued, contributed or sold in connection with, The
TRW Employee Stock Ownership and Stock Savings Plan and The TRW Canada Stock
Savings Plan, and any and all amendments, including post-effective amendments,
and exhibits to such registration statements and to existing registration
statements relating to such Stock Savings Plans; (ii) registration statements on
Form S-8 or any other appropriate form or forms pursuant to the Act, for the
purpose of registering stock options and stock appreciation rights granted or to
be granted pursuant to the 1984, 1979, 1973 and 1967 Stock Option Plans, and any
and all amendments, including post-effective amendments, and exhibits to such
registration statements and to existing registration statements relating to such
Option Plans; and (iii) a registration statement on Form S-8 or other applicable
form or forms, pursuant to the Act, for the purpose of registering the stock
options, stock appreciation rights, performance-based restricted stock,
restricted stock, performance shares and other stock-based grants granted or to
be granted and the shares of Common Stock of the Corporation, or other
securities of the Corporation, to be issued pursuant to the terms of the 1994
TRW Long-Term Incentive Plan (the "1994 Plan") and the 1989 TRW Long-Term
Incentive Plan (the "1989 Plan"), and any and all amendments, including
post-effective amendments, and exhibits to such registration statements and to
existing registration statements relating to the 1994 Plan and the 1989 Plan,
and to take such other action as may be necessary and appropriate to effect
registration under the Act of the participations in all such plans and the
shares of Common Stock of the Corporation, or other securities of the
Corporation, offered or to be offered pursuant to all such plans, including the
execution of a power of attorney evidencing the authority set forth herein;
FURTHER RESOLVED that James C. Diggs, Jan Powers, Kathleen A. Weigand and J.
Lawrence Manning, Jr. and each of them is appointed an attorney for the
Corporation, with full power of substitution and resubstitution, to execute and
file, for and on behalf of the Corporation, such proposed registration
statements and any and all such amendments, including post-effective amendments,
and exhibits thereto, and any and all applications or other documents to be
filed with the Commission or elsewhere pertaining to such registrations or
amendments, with full power and authority to take or cause to be taken all other
actions which they deem necessary and appropriate to effect the purposes of the
foregoing resolution;
<PAGE>
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
all action deemed necessary or appropriate in order to effect the registration
or qualification of participations in, and the shares of Common Stock of the
Corporation, or other securities of the Corporation, to be acquired, issued,
contributed or sold in connection with, (i) The TRW Employee Stock Ownership and
Stock Savings Plan and The TRW Canada Stock Savings Plan, (ii) the 1984, 1979,
1973 or 1967 Stock Option Plans or (iii) the 1994 Plan or 1989 Plan (the
"Securities") for offer and sale under the securities or Blue Sky laws of any of
the states of the United States of America or of any other jurisdiction, and, in
connection therewith, to execute, acknowledge, verify, deliver, file and publish
all such applications, reports, issuer's covenants, resolutions and other papers
and instruments as may be required under such laws, and to take any and all
further action deemed necessary and appropriate in order to maintain any such
registration or qualification for as long as it is deemed to be in the best
interest of the Corporation;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
all action, including the filing of consents to service of process, deemed
necessary and appropriate in order to register the Corporation as a dealer or
broker in any state of the United States of America or of any other jurisdiction
wherein such registration may be required under the securities laws thereof in
connection with the sale, registration or qualification of the Securities and to
appoint the appropriate official agent of the Corporation for service of
process;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to execute,
certify, deliver, file and record all agreements, documents and instruments and
to take or cause to be taken any other actions deemed necessary and appropriate
to give effect to the transactions approved and authorized pursuant to the
foregoing resolutions; and
FURTHER RESOLVED that if, in connection with the preparation, execution and
delivery of the registration statements and related documents approved and
authorized pursuant to the foregoing resolutions, any particular form of
resolution or resolutions is required by the Commission or other agency to
effect filing hereunder, the resolution or resolutions shall be deemed adopted
when certified by the Secretary (or any Assistant Secretary) of the Corporation;
provided, however, that the resolutions do not exceed or contradict the
authorities granted pursuant to the foregoing resolutions.
