-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eh8mHs0dks2b4C8JgJD+ku433+N7n7cJCe2ReBhByeDxDl+hHCbWwTQf3gNYXVt+ 68yp+N7xXYQ4xFtR1RKNQQ== 0000950152-97-000378.txt : 19970127 0000950152-97-000378.hdr.sgml : 19970127 ACCESSION NUMBER: 0000950152-97-000378 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970124 EFFECTIVENESS DATE: 19970124 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20351 FILM NUMBER: 97510303 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 S-8 1 TRW INC. / S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997 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 DEFERRED COMPENSATION PLAN (FULL TITLE OF THE PLAN) MARTIN A. COYLE, SECRETARY OF TRW INC. 1900 RICHMOND ROAD, CLEVELAND, OHIO 44124 (216) 291-7200 (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate Amount of to be registered registered price per share offering price registration fee - --------------------------------------------------------------------------------------------------------- Deferred Compensation $75,000,000 (2) 100% $75,000,000(2) $22,727.27 Obligations (1) - ---------------------------------------------------------------------------------------------------------
2 (1) The Deferred Compensation Obligations are unsecured obligations of TRW Inc. to pay deferred compensation in the future in accordance with the terms of the TRW Inc. Deferred Compensation Plan. (2) The maximum aggregate offering price is based upon an estimate, solely for the purpose of computing the registration fee. -2- 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by TRW Inc. (the "Company") are incorporated herein by reference, except to the extent that any statement or information therein is modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference: (a) (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (ii) TRW's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996; (iii) TRW's Current Reports on Form 8-K dated February 29, 1996, March 21, 1996, April 25, 1996, October 4, 1996, October 23,1996, and December 16, 1996; and (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 after December 31, 1995. Until the Company 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 the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and prior to the termination of the offering of the securities registered pursuant to this Registration Statement shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. -2- 4 Under the TRW Inc. Deferred Compensation Plan (the "Plan"), the Company will provide eligible employees the opportunity to enter into agreements for the deferral of a specified percentage or dollar amount of their incentive compensation, as defined in the Plan ("Incentive Compensation"). The obligations of the Company under such agreements (the "Obligations") will be unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan. The Plan is unfunded and the Company is not required to set aside assets to be used for payment of the value of the Obligations. Participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The description of the terms and conditions of the Obligations in this Item 4 is qualified by reference to the Plan, which is filed as Exhibit 4 to this Registration Statement and incorporated herein by reference. The amount of compensation to be deferred by each participating employee (each, a "Participant") will be determined in accordance with the Plan based on elections by each Participant. Each Obligation will be payable on a date selected by each Participant in accordance with the terms of the Plan. In the event of a Participant's termination of employment with the Company, any Obligation will be payable as specified in the Plan. The Obligations will be indexed to one or more indexes individually chosen by each Participant from a list of investment media. Each Participant's Obligation will be adjusted to reflect the investment experience, whether positive or negative, of the selected index, including any appreciation or depreciation. The Obligations will be denominated and payable in United States dollars. Neither a Participant nor any other person may assign, alienate, sell, seize, sequester, transfer, pledge, or encumber the Obligations prior to actual payment of deferred compensation. The Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates specified by each Participant, at the option of the Company or through operation of a mandatory or optional sinking fund or analogous provision. However, the Company reserves the right in its sole discretion to amend, suspend or terminate the Plan at any time, except that no such suspension or termination shall adversely affect the right of the Participant to the balance of his or her deferred account as defined in the Plan without the consent of the person affected. The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each Participant will be responsible for acting independently with respect to, among other things, the giving of notices and beneficiary designations, responding to any requests for consents, waivers, amendments or information pertaining to the Obligations, enforcing covenants and taking action upon default. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -4- 5 The validity of the obligations being registered has been passed upon by Martin A. Coyle, Executive Vice President, General Counsel and Secretary of TRW Inc. Mr. Coyle is an eligible Participant in the Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees, and agents within prescribed limits. Ohio law permits, and the Company's Regulations require, the Company to indemnify a Director, officer, employee and certain other persons ("Covered Persons") against expenses, judgments, fines, and settlements reasonably incurred in a nonderivative suit, and against expenses reasonably incurred in a derivative suit, if the Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company. In addition, Ohio law permits, and the Regulations require, the Company to indemnify a Covered Person in a criminal action or proceeding, other than in a derivative suit, if the person had no reasonable cause to believe his or her conduct was unlawful. The Company's Regulations require the Company to indemnify a Covered Person against amounts paid in settlement of a derivative action up to an amount that would reasonably have been expended in the person's defense if the proceeding had been prosecuted to conclusion. Unless ordered by a court, no indemnification of expenses in a derivative suit is authorized by Ohio law or permitted by the Company's Regulations if the Covered Person is finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company. However, if a Covered Person is successful on the merits or in defense of any matter, indemnification of expenses is mandatory. In addition, under Ohio law, a Director's expenses shall be paid by the Company as they are incurred, provided the Director agrees to reasonably cooperate with the Company and to repay the amounts advanced if it is proved by clear and convincing evidence that the Director's action or failure to act was done with reckless disregard for the best interests of the Company. The Regulations permit the Company to make payments in advance of final disposition of an action to Covered Persons if authorized by the Company's Directors. Under Ohio law, a Director is not liable for monetary damages unless it is proved by clear and convincing evidence that the Director's action or failure to act was undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company. There is, however, no comparable provision limiting the liability of officers, employees, or agents of a corporation. Neither the statutory right to indemnification, nor the rights set forth in the Company's Regulations, is exclusive, and each is in addition to any other rights granted to persons seeking indemnification. The Company's Directors and officers are insured under policies of insurance maintained by the Company against certain losses, subject to various limitations and exclusions, arising from claims made against them, including claims made against them under the securities laws, by reason of being or having been Directors or officers. Insurance is also provided, subject to various limitations and exclusions, to certain officers and Directors acting in their capacities as fiduciaries. -5- 6 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits to this Registration Statement are listed in the Exhibit Index on Page 7, which Exhibit Index is incorporated herein by this reference. ITEM 9. UNDERTAKINGS. 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 (1)(i) and (1)(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 the 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. -6- 7 (4) 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 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. 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. -7- 8 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 24th day of January, 1997. 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 January 24, 1997 Executive Officer and Director P. S. HELLMAN* President, Chief Operating January 24, 1997 Officer and Director C. G. MILLER* Executive Vice President and January 24, 1997 Chief Financial Officer T. A. CONNELL* Vice President and Controller January 24, 1997 M. H. ARMACOST* Director January 24, 1997 R. M. GATES* Director January 24, 1997 C. H. HAHN* Director January 24, 1997 G. H. HEILMEIER* Director January 24, 1997 K. N. HORN* Director January 24, 1997 E. B. JONES* Director January 24, 1997 W. S. KISER* Director January 24, 1997 D. B. LEWIS* Director January 24, 1997 J. T. LYNN* Director January 24, 1997 L. M. MARTIN* Director January 24, 1997 J. D. ONG* Director January 24, 1997 R. W. POGUE* Director January 24, 1997
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., -8- 9 pursuant to a power of attorney executed by each of such officers and Directors and filed with the Securities and Exchange Commission. * By /s/ Martin A. Coyle January 24, 1997 ------------------------------------ Martin A. Coyle, Attorney-in-fact -9- 10 EXHIBIT INDEX ------------- EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE ------ ---------------------- ------------- 4 Text of the TRW Inc. Deferred 8 Compensation Plan 5 Opinion of Martin A. Coyle 23 23(a) Consent of Martin A. Coyle (included in Exhibit 5) 23(b) Consent of Ernst & Young LLP 24 24 Power of Attorney 25 -7- EX-4 2 EXHIBIT 4 1 EXHIBIT 4 AMENDED AND RESTATED DECEMBER 1996 TRW INC. DEFERRED COMPENSATION PLAN THIS AMENDED AND RESTATED PLAN, established by TRW Inc. ("TRW") effective July 28, 1993, and as amended from time to time, including this amendment and restatement effective January 1, 1997, is for the benefit of certain employees of the Corporation in executive, managerial or professional capacities so as to enhance the Corporation's ability to attract and retain outstanding employees who are expected to contribute to its success. It shall remain in effect, as it may be amended from time to time, until termination as provided in Article VII of the Plan. ARTICLE I DEFINITIONS For the purposes of the Plan, the following words and phrases shall mean: 1.1 ACCOUNT. The bookkeeping or accounting records maintained (having and requiring no segregation or holding of any assets) by TRW pursuant to Article IV with respect to and resulting from a Participant's Deferral Election. 1.2 AFFILIATE. (a) Any corporation incorporated under the laws of one of the United States of America of which TRW owns, directly or indirectly, in excess of 50% of the combined voting power of all classes of stock or in excess of 50% of the total value of the shares of all classes of stock (all within the meaning of Section 1563 of the Code); (b) any partnership or other business entity organized under such laws, in which TRW owns, directly or indirectly, (i) in excess of 50% of the total capital or profits interest of such partnership, or (ii) in excess of 50% or more of the total value of such other business entity (all within the meaning of Section 414(c) of the Code); and (c) any other company designated as an Affiliate by the Committee. 1.3 BENEFICIARY. The person, persons or entity entitled under Article VI to receive any Plan Benefits payable after a Participant's death. -1- 2 1.4 CODE. The Internal Revenue Code of 1986, as amended. References in the Plan to Sections of the Code are to such Sections as in effect on the Effective Date or any successor provision. 1.5 COMMITTEE. The Compensation and Stock Option Committee of the Directors. 1.6 CORPORATION. TRW or an Affiliate of TRW. 1.7 DATE OF DEPOSIT. The Determination Date immediately preceding the date that, but for the Deferral Election, the Incentive Compensation would be paid. 1.8 DEFERRAL ELECTION. An election pursuant to Article III by an Eligible Employee to defer receipt of all or part of his Incentive Compensation. 1.9 DEFERRED COMPENSATION. The portion of Incentive Compensation which an Eligible Employee elects to defer pursuant to a Participation Agreement. 1.10 DETERMINATION DATE. The last day of each calendar quarter; that is March 31, June 30, September 30 and December 31. 1.11 DIRECTORS. The Directors of TRW. 1.12 EFFECTIVE DATE. July 28, 1993, the effective date of the establishment of the Plan. 1.13 ELIGIBLE EMPLOYEE. A person (who must be a U.S. citizen or a U.S. resident alien) in the full-time active salary employ of the Corporation who is employed at Operational Incentive Plan Level III or above at the end of the year for which a Deferral Election applies, or who retires or is terminated due to a divestiture after executing a valid Deferral Election in the year the retirement is effective. 1.14 EXECUTIVE OFFICER. Any Eligible Employee who is an "executive officer" of TRW for the purposes of Rule 3b-7 under the Securities Exchange Act of 1934. 1.15 FINANCIAL HARDSHIP. A severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. In case of the Participant's death, the word "Beneficiary or other person or entity entitled to receive a Plan Benefit" shall be substituted for the word "Participant" wherever the latter appears in this Section 1.15. 1.16 HIGHLY-PAID EMPLOYEE. A person in the full-time active salary employ of the Corporation who (i) will earn, in salary and in bonus (assuming full year employment and no deferral of compensation), at least $150,000 (or such greater sum (effective January 1, 1997, $160,000) if the qualified benefit plan limitation is -2- 3 increased by the Internal Revenue Service) in the year of the Deferral Election or (ii) is already a participant in TRW's supplemental nonqualified benefit plans or (iii) is a U.S. citizen or U.S. resident alien who is Operational Incentive Plan Level III or above and is employed by either TRW Overseas Inc. or TRW Systems Overseas Inc. 1.17 INCENTIVE BONUS. A cash award payable to an Eligible Employee under TRW's Operational Incentive Plan (or similar compensation program that replaces the Operational Incentive Plan). 1.18 INCENTIVE COMPENSATION. Any cash award payable to an Eligible Employee as an Incentive Bonus or, if applicable, a Strategic Grant that, but for a Deferral Election under the Plan, would be paid to the Eligible Employee and considered to be "wages" for purposes of United States federal income tax withholding (or other appropriate jurisdiction). 1.19 INTEREST RATE OR INTEREST. One-quarter of the annual interest rate, equal to 110% of the applicable long-term federal rate as published by the Internal Revenue Service pursuant to Code Section 1274(d) or any successor provision and in effect on the first business day of each calendar quarter. 1.20 INVESTMENT FUND RETURNS. The gains or losses in one or more of the investment funds offered to participants under the TRW Employee Stock Ownership and Savings Plan, any of which shall be available to any Participant for purposes of having such investment fund results credited to his Account under this Plan. 1.21 PARTICIPANT. An Eligible Employee who has elected to participate in the Plan and has executed and filed with TRW a Participation Agreement as provided in Article III; provided, however, that such term shall include a person who no longer has an effective Deferral Election so long as he retains, under the Plan, an interest in an Account under the Plan. 1.22 PARTICIPANT AGREEMENT. An agreement between TRW and a Participant setting forth the Participant's Deferral Election. 1.23 PLAN. This Deferred Compensation Plan, as it may be amended from time to time. 1.24 PLAN BENEFIT. The benefit payable to a Participant in accordance with Article V hereof. 1.25 PLAN YEAR. Each of the twelve month periods ending December 31 and occurring while the Plan remains in effect. The term "Plan Year" shall also include the period beginning on the Effective Date and ending December 31, 1993, and any period of less than twelve months beginning January 1 and ending on the date the Plan is terminated. -3- 4 1.26 PRE-RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's Account, established pursuant to Section 4.3, to which there shall be credited Deferred Compensation under a single Deferral Election, and all interest accrued thereon, as to which the Participant has elected payment of his Plan Benefit in either five years or ten years from the Date of Deposit. 1.27 RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's Account, established pursuant to Section 4.3, to which there shall be credited Deferred Compensation under all Deferral Elections, and all interest accrued thereon, as to which the Plan Benefit is intended to be payable following retirement of the Participant from the Corporation. 1.28 SPECIAL COMMITTEE. The committee composed of the head of Human Resources, the General Counsel and the Chief Financial Officer of TRW, which committee reviews and acts upon the requests of Participants (other than Participants who are Executive Officers, whose requests are acted upon by the Committee) to receive early payout as a result of a Financial Hardship or to change payout upon retirement. 1.29 STRATEGIC GRANT. A cash award and/or performance unit payable to an Eligible Employee pursuant to TRW's Strategic Incentive Program (or similar long-term compensation plan that replaces or augments the Strategic Incentive Program). 1.30 SUB-ACCOUNT. A Pre-Retirement Payment Sub-Account or a Retirement Payment Sub-Account. 1.31 TERMINATION OF EMPLOYMENT. Any severance of a Participant from full-time active salaried employment by the Corporation for any reason (other than a transfer of employment from TRW to an Affiliate, from an Affiliate to another Affiliate or from an Affiliate to TRW). 1.32 TRW. TRW Inc., an Ohio corporation. ARTICLE II ADMINISTRATION 2.1 ADMINISTRATORS. The Plan shall be administered by the Committee and the Special Committee, and certain decisions concerning Financial Hardship and change in payment upon retirement may be made by the Special Committee. Except as otherwise provided herein, decisions of the Committee or the Special Committee shall be final and binding on all parties. 2.2 COMMITTEE. The Committee shall have the authority (a) to make, amend, interpret and enforce all rules and regulations for the administration of the Plan and (b) to decide all questions, including interpretation of the Plan as may arise in connection with the Plan insofar as it is applicable to Participants (i) who are Executive Officers or (ii) with respect to whom questions are referred to the -4- 5 Committee by the head of Human Resources. A majority of the members of the Committee shall constitute a quorum. The Committee may act by a vote of a majority of a quorum at a meeting or by a writing signed by a majority of the members of the Committee. 2.3 HUMAN RESOURCES. The head of Human Resources shall administer the Plan in accordance with the terms of the Plan and the rules and regulations of the Plan as established by the Committee. Consistent with the authorized precedents and the rules and regulations authorized by the Committee, the head of Human Resources shall have the authority to decide all questions, including interpretations of the Plan, as may arise in connection with the Plan insofar as it is applicable to Participants other than Executive Officers. 2.4 SPECIAL COMMITTEE. With regard to all Participants, other than Participants who are Executive Officers, the Special Committee shall act upon (i) written requests of Participants concerning early payout of some or all of the Participant's Account balances as a result of Financial Hardship and (ii) written requests of Participants to change the payout of a Participant's Retirement Payment Sub-Account as provided by Section 5.1(b). The Special Committee may act by a vote of the majority at a meeting or by a writing signed by a majority of the members of the Special Committee. 2.5 FINANCIAL HARDSHIP AND RETIREMENT PAYOUT CHANGE REQUESTS. In order for a request to be considered by the Special Committee (or, in the case of a request as set forth in clauses (i) or (ii) of Section 2.4 by an Executive Officer, the Committee), the requests must (i) be in writing and delivered to the head of Human Resources, (ii) set forth whether the Participant is requesting an early payout because of a Financial Hardship or a change of payout upon retirement, (iii) set forth the reasons for such request, including in detail the Financial Hardship or the circumstances that necessitate the change of payout upon retirement, (iv) in the case of a request as a result of a Financial Hardship set forth the amount of such Participant's Account that the Participant wishes to be paid and the Sub-Accounts from which such early payout shall be made and (v) in the case of a change of payout at retirement set forth the manner in which the Participant wishes to receive payout (e.g., single sum or in five annual installments). Compliance with the petition procedures set forth in this Section 2.5 does not insure that the request will be granted by the Special Committee (or the Committee). ARTICLE III PARTICIPATION 3.1 PARTICIPATION. (a) Subject to the limitations set forth in this Article III, any person who is an Eligible Employee in the year for which the Incentive Compensation deferred under a Deferral Election under this Section 3.1 is payable may participate in the Plan by executing and filing with the head -5- 6 of Human Resources a Participation Agreement; provided, however, the election to defer Incentive Bonus will not be effective unless the Eligible Employee is also a Highly-Paid Employee. The head of Human Resources shall determine, in his sole discretion, which Eligible Employees are likely to be Highly-Paid Employees during the year in which the Deferral Election is made. The head of Human Resources shall then notify Eligible Employees whether their elections to defer Incentive Bonuses are effective. (b) In each Participation Agreement, the Eligible Employee shall specify: (i) the percentage or dollar amount of Incentive Bonus and the percentage or the dollar amount of Strategic Grant in respect of a specified TRW fiscal year to be deferred; (ii) the Investment Fund Returns and/or Interest Rate to be credited to the Participant's entire Account; (iii) subject to the limitations of Section 5.1, the form of Plan Benefit (i.e., whether such benefits are intended to be paid following retirement or five or ten years from the Date of Deposit). If the Eligible Employee chooses to defer a dollar amount of the Incentive Bonus or the Strategic Grant and to the extent that dollar amount specified exceeds the eligible amount of the Incentive Bonus or the Strategic Grant, as applicable, the amount actually deferred shall be the eligible amount of the Incentive Bonus or the Strategic Grant, as applicable. If the Eligible Employee has chosen to have Deferred Compensation paid five or ten years from the Date of Deposit, such payments shall be made as provided in Section 5.1(d) below. (c) Before September 30 of each Plan Year, each Eligible Employee who elects to become a Participant shall file with the head of Human Resources a Participation Agreement specifying the items identified in paragraph (b) above. 3.2 DEFERRAL ELECTIONS. Subject to the restrictions concerning deferral of Incentive Bonus set forth in Section 3.1(a), any Eligible Employee may elect to defer any percentage or dollar amount (but not both a percentage and dollar amount, but an Eligible Employee can defer a specified dollar amount of one of his Incentive Bonus and Strategic Grant and a percentage of the other) of each of his Strategic Grant and his Incentive Bonus; provided, however, that, to the extent that the Eligible Employee chooses to defer a percentage of his Incentive Bonus and/or Strategic Bonus, each Deferral Election, to be effective, must result in deferral of a minimum of 10% of the Eligible Employee's Incentive Bonus and/or Strategic Grant (provided that an Eligible Employee may elect to defer a portion of his Incentive Bonus and none of his Strategic Grant and vice versa) and the Deferral Elections must be in increments of 5% for each of the Strategic -6- 7 Grant and Incentive Bonus, which election percentages do not need to be identical; further, provided, however, that, to the extent that the Eligible Employee chooses to defer a specified amount of his Incentive Bonus and/or Strategic Bonus, each Deferral Election, to be effective, must result in deferral of a minimum of $10,000 of the Eligible Employee's Incentive Bonus and/or Strategic Grant (provided that an Eligible Employee may elect to defer a portion of his Incentive Bonus and none of his Strategic Grant and vice versa) and the Deferral Elections must be in increments of $1,000 for each of the Strategic Grant and Incentive Bonus, which election amounts do not need to be identical. 3.3 MODIFICATION OF DEFERRAL ELECTION. By written notice to TRW, a Deferral Election filed in any Plan Year may be modified or revoked at any time prior to October 1 of such Plan Year. Thereafter, a Deferral Election specified in a Participation Agreement shall be irrevocable, except that the Committee or the Special Committee, as appropriate under Article II, may permit a Participant at any time prior to the actual deferral of the Incentive Compensation to reduce the designated percentage to be deferred upon a finding, based upon uniform standards established by the Committee, that the Participant has suffered a Financial Hardship. ARTICLE IV DEFERRED COMPENSATION 4.1 DEFERRED COMPENSATION. The amount of Incentive Compensation deferred pursuant to a Deferral Election shall be withheld in a single sum at the time such Incentive Compensation, but for a Deferral Election, would be paid. 4.2 WITHHOLDING OF TAXES AND SSP/BEP CONTRIBUTIONS. Any withholding of taxes or other amounts which is required by any federal, state, or local law shall be withheld from the Participant's remaining undeferred Incentive Compensation, if any. If necessary in order to comply with any federal, state or local law, the amount of Incentive Compensation deferred may be reduced by an amount equal to any required withholding. Otherwise, such withholding may be made from any of the Participant's other compensation payable by the Corporation, or, at the election of the head of Human Resources, a Participant may be permitted to pay to the Corporation the amount of any such required withholding at or prior to the time such withholding would otherwise be required to be made. In addition, the amount of Incentive Compensation deferred shall be reduced by the amount of TRW Stock Savings Plan and Benefits Equalization Plan contributions to be made by the Eligible Employee on account of such Incentive Compensation. 4.3 ACCOUNTS. For recordkeeping purposes only, a separate Account shall be established and maintained by TRW for each Participant to which his Deferred Compensation and Investment Fund Returns or Interest accrued thereon pursuant to Section 4.4 shall be credited (or charged). Each such Account shall be divided into the following Sub-Accounts for purposes of Section 5.1: (i) a Retirement Payment Sub-Account to which there shall be credited all Incentive -7- 8 Compensation deferred (and all Investment Fund Returns or Interest thereon) pursuant to all Deferral Elections under which a Plan Benefit is payable the year following retirement; and (ii) a separate Pre-Retirement Payment Sub-Account for each Deferral Election under which the Participant has elected that his Plan Benefit be payable five or ten years from the Date of Deposit, to which the Incentive Compensation deferred (and all Investment Fund Returns or Interest thereon) pursuant to such Deferral Election shall be credited. 4.4 DETERMINATION OF ACCOUNT. The value of each Participant's Account as of each Determination Date shall be the total of the Participant's Retirement Payment and Pre-Retirement Payment Sub-Accounts. The value of each such Sub-Account shall consist of (i) the balance of such Sub-Account as of the last preceding Determination Date plus (ii) any Deferred Compensation credited to such Sub-Account since the last preceding Determination Date, adjusted for Investment Fund Returns or Interest since the last preceding Determination Date based upon the Investment Fund Returns or Interest Rate selected by the Participant under this Plan, less (iv) the amount of all Plan Benefits, if any, paid during the period since the last preceding Determination Date. Investment Fund Returns or Interest determined as provided in (iii) above, shall be credited (or charged) to each such Sub-Account as of the Determination Date as of which such Sub-Account is valued. 4.5 STATEMENT OF ACCOUNTS. TRW shall submit to each Participant, within 120 days after the close of each Plan Year and at such other times as determined by the Committee, a statement setting forth the total balance of the Participant's Account, and the balance of each Sub-Account thereof, as of the last day of such Plan Year and as of the last day of the immediately preceding Plan Year, the Deferred Compensation and Investment Fund Returns credited or charged, or Interest accrued thereon, to each Sub-Account during the Plan Year and the payments of the Plan Benefits from each Sub-Account during the Plan Year. ARTICLE V PLAN BENEFITS 5.1 PLAN BENEFITS PAYABLE ON TERMINATION OF EMPLOYMENT, FIVE YEARS FROM DATE OF DEPOSIT OR TEN YEARS FROM DATE OF DEPOSIT. (a) Subject to the provisions of Section 5.1(b) and except as otherwise provided below, upon Termination of Employment a Participant shall receive a Plan Benefit equal to the balance of his Account as of the Determination Date immediately preceding such Termination of Employment, plus the amount of any Deferred Compensation credited his Account after such Determination Date. Such Plan Benefit shall be payable as a single sum during the January following such Termination of Employment. In addition, the Participant's Account shall be credited with gains or losses on the balance of his Account for the period from such -8- 9 Determination Date to the date of payment based upon the applicable Investment Fund Returns or Interest Rate. However, in the event that the Termination of Employment is the result of a divestiture of the unit or operations of the Corporation where the Participant worked prior to Termination of Employment and the Participant obtains employment with the entity that acquired such unit or operations, then the balance of such Participant's Account shall not be payable until such Participant's termination of employment from such entity (or its successor) and the balance of such Participant's Pre-Retirement Payment Sub-Account shall not be payable until such time as the Participant would have received payment in accordance with the original Deferral Election had the Participant's employment with the Corporation not been terminated. At such time, the amounts in such Participant's Account shall be paid as set forth in Sections 5.1(b) and 5.1(e). Such Participant's Account shall continue to be credited or charged with Investment Fund Returns or accrued Interest following such Participant's Termination of Employment through payment in full of his or her Account. (b) In the event that a Participant's Termination of Employment occurs as a result of his retirement, the Participant shall receive the Plan Benefit payable in respect of his Retirement Payment Sub-Account in ten annual installments commencing in the year following the year that Termination of Employment occurred; provided, however, that the Participant can petition the Special Committee (or the Committee in the case of an Executive Officer) at any time at least six months prior to retirement to change such payment into five annual installments or a single sum; further provided, that any such payment change approved by the Special Committee (or the Committee) shall not be effective until the calendar year following the date of the payment change. In the event that payment shall be made in a single sum, such payment shall be in accordance with the procedures set forth in Section 5.1(a) above, but in no event in the same calendar year as the year of any requested change and no earlier than January 1 of the calendar year following the year that Termination of Employment occurred. In the event that the payment shall be made in installments, such payments shall be made in accordance with Section 5.1(e) below. If, at the time of retirement, the Participant has a credit in a Pre-Retirement Payment Sub-Account, such Sub-Account balances shall be paid in a single sum following retirement in accordance with the procedures set forth in Section 5.1(a) above. (c) In the event that a Participant's Termination of Employment occurs because of his death, his Beneficiary or, if no designated Beneficiary shall survive him, his estate shall receive the Plan Benefit in the manner provided in Section 5.1(a); provided, however, that if the Participant's Beneficiary designation shall result in all or any part of his Plan Benefit passing to his surviving spouse or to an entity for the benefit of his surviving spouse in such a way as to qualify for the marital deduction under section 2056 of the Code, and at the time of his death the Participant was eligible to retire and had elected to receive his Plan -9- 10 Benefits in his Retirement Payment Sub-Account in installments pursuant to Section 5.1(b), payments from his Retirement Payment Sub-Account shall be made to such surviving spouse or to such entity for the benefit of such surviving spouse, as the case may be, in the manner provided in Section 5.1(b). Notwithstanding the foregoing, if such surviving spouse shall die prior to complete distribution of all Plan Benefits, the balance then remaining in such Retirement Payment Sub-Account shall be paid to the estate of such surviving spouse or to such entity for the benefit of such surviving spouse, as the case may be, in a single sum the January following such spouse's death. (d) If the Participant has chosen in his Deferral Election to receive payouts either five or ten years from the Date of Deposit (as opposed to upon retirement from the Corporation), payments shall be made in a single sum form from each Pre-Retirement Payment Sub-Account of the Participant on or before February 15 of the year either five or ten years (depending upon the applicable Deferral Election) following the applicable Date of Deposit; provided, however, that if Termination of Employment has occurred prior to payment, payment of the Participant's Plan Benefits shall be made as provided in Section 5.1(a). (e) If the payments from the Participant's Retirement Payment Sub-Account are to be paid in installment form, such installments shall be paid in either five or ten annual installments between February 1 and February 15 of each year in which an installment is to be made; provided, however, that the initial installment payment will be made a reasonable time following Termination of Employment (but no earlier than February 1 of the calendar year following the year that Termination of Employment occurred). Installment payments will commence in the year following the Participant's Termination of Employment. If annual installments are paid, the balance of the Account shall continue to be credited or charged with Investment Fund Returns or Interest as previously elected by the Participant in accordance with Section 3.1(b). 5.2 WITHDRAWAL OF PLAN BENEFIT. No Plan Benefit shall be payable prior to the Participant's Termination of Employment other than in the form determined pursuant to Section 5.1(d), except that the Committee or the Special Committee, as appropriate under Article II, may permit a Participant or, after a Participant's death, a Participant's Beneficiary or other person or entity entitled to receive such Plan Benefit, to withdraw from the Participant's Account an amount necessary to meet a Financial Hardship. 5.3 WITHHOLDING; PAYROLL TAXES. TRW shall withhold from Plan Benefits payable under the Plan any taxes required to be withheld from an employee's wages for the federal or any state or local governments. 5.4 FULL PAYMENT OF BENEFITS. Notwithstanding any other provision of the Plan, all Plan Benefits shall be paid to the Participant no later than the January 5 next preceding the Participant's 80th birthday. -10- 11 ARTICLE VI BENEFICIARY DESIGNATION 6.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at any time, to designate any person or persons as his Beneficiary (both principal as well as contingent) to whom payment under the Plan shall be made in the event of his death prior to complete distribution of all Plan Benefits due him under the Plan. Any Beneficiary designation shall be made in writing on a form prescribed by the Committee and shall become effective only when filed with the head of Human Resources. 6.2 AMENDMENTS. Subject to the limitations of Section 6.1 of the Plan, any Beneficiary designation may be changed by a Participant only by written notice of such change to the head of Human Resources on a form prescribed by the Committee. The filing of a new Beneficiary designation form will cancel all prior Beneficiary designations. 6.3 ABSENCE OF EFFECTIVE BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided above or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's Plan Benefit, the Participant's remaining Plan Benefit shall be paid to his estate. 6.4 EFFECT OF PAYMENT. Payment to the Beneficiary designated pursuant to Sections 6.1 and 6.2 or to the Participant's estate pursuant to Section 6.3 shall completely discharge TRW's obligations under the Plan. ARTICLE VII AMENDMENT AND TERMINATION OF PLAN 7.1 TERMINATION. The Committee shall have the power in its sole discretion to suspend or terminate the Plan at any time, except that no such action shall adversely affect rights with respect to any Account without the consent of the person affected. 7.2 AMENDMENT. The Committee can amend any part of this Plan (including, without limitation, changing the Interest Rate or Investment Fund Returns to be paid to current and future Participants or changing who can become Participants) in its sole discretion without notice to Participants. -11- 12 ARTICLE VIII MISCELLANEOUS 8.1 UNFUNDED PLAN. The Plan is an unfunded plan maintained by TRW primarily to provide Deferred Compensation benefits for a select group of executive, managerial or professional employees of the Corporation. 8.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, estates, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of TRW. Such assets of TRW shall not be held under any trust or in any other way as collateral security for the fulfillment of the obligations of TRW under the Plan. Any and all of TRW's assets shall be, and remain, the general, unpledged, unrestricted assets of TRW. TRW's sole obligation under the Plan shall be merely that of an unfunded and unsecured promise of TRW to pay money in the future. 8.3 NONASSIGNABILITY. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey, in advance of actual receipt, any Plan Benefit. Plan Benefits and all rights to Plan Benefits are and shall be nonassignable and nontransferable prior to actual payment as provided by the Plan. Any such attempted assignment or transfer shall be ineffective; TRW's sole obligation shall be to pay Plan Benefits to the Participant, his Beneficiary or his estate as appropriate. No part of any Plan Benefit shall, prior to actual payment as provided by the Plan, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person; nor shall any Plan Benefit be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency, except as required by law. 8.4 NOT A CONTRACT OF EMPLOYMENT. Neither the terms and conditions of the Plan nor those of any Participation Agreement shall be deemed to constitute a contract of employment between the Corporation and the Participant, and neither the Participant, his Beneficiary nor his estate shall have any rights against TRW under the Plan except as may otherwise be specifically provided in the Plan. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Corporation or to interfere with the right of the Corporation to discipline, discharge or change the status of a Participant at any time. Further, nothing in the Plan shall be deemed to give a Participant a right to receive any Incentive Compensation. 8.5 PROTECTIVE PROVISIONS. A Participant will cooperate with TRW by furnishing any and all information requested by TRW in order to facilitate the payment of Plan Benefits under the Plan, and by taking such other action as may be reasonably requested by TRW. -12- 13 8.6 TERMS. Whenever any words are used in the Plan in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the Plan in the singular or in the plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. 8.7 CAPTIONS. The captions of the articles and sections of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 8.8. GOVERNING LAW. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Ohio. 8.9 VALIDITY. In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision were not included in the Plan. 8.10 NOTICE OR FILING. Any notice or filing required or permitted to be given to TRW or a Participant under the Plan shall be sufficient if in writing and hand delivered, or sent by regular mail or by registered or certified mail, to the principal office of TRW or to the last known address of the Participant, as the case may be. Such notice or filing shall be deemed given or made (i) when hand delivered to the residence or offices of the recipient, (ii) as of five days after the date of mailing if delivery is made by regular mail, or, (iii) as of five days after the date shown on the postmark on the receipt for registration or certification provided to the sender at the time of mailing, if by registered or certified mail. 8.11 SUCCESSORS. The provisions of the Plan shall bind and obligate TRW and any successors. The term "successors" as used in this Section 8.11 shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of TRW and successors of any such corporation or other business entity. 8.12 EXPENSES AND COSTS. TRW shall bear all expenses and costs in connection with the operation of the Plan. 8.13 RELIANCE ON CERTIFIED PUBLIC ACCOUNTANTS. TRW, the Directors, the Committee, the Special Committee, the head of Human Resources and any employee of TRW or the Corporation shall be fully protected for actions taken in good faith based on the computations and reports made pursuant to or in connection with the Plan by the independent certified public accountants who audit TRW's accounts. -13- 14 ARTICLE IV CLAIMS PROCEDURE 9.1 CLAIM. Any person claiming a Plan Benefit, requesting an interpretation or ruling under the Plan (other than a ruling under Section 2.5 above or the determination as to whether an Eligible Employee is a Highly Paid Employee), or requesting information under the Plan shall present the request in writing to the head of Human Resources who (a) shall respond in writing within 90 days following his receipt of the request or (b) in the case of a claimant who is an Executive Officer, shall refer the claim with his recommended response to the Committee, which shall respond in writing within 120 days following the receipt of the request by the head of Human Resources. 9.2 DENIAL OF CLAIM. If the claim or request is denied, the written notice of denial shall state (i) the reasons for denial; (ii) a description of any additional material or information required and an explanation of why it is necessary; and (iii) an explanation of the Plan's claim review procedure. 9.3 REVIEW OF CLAIM. Any person whose claim or request is denied may make a second request for review by notice given in writing to the head of Human Resources. The claim or request shall be reviewed further by the head of Human Resources or the Committee, as appropriate, and he or it may, but shall not be required to, grant the claimant a hearing. 9.4 FINAL DECISION. A decision on such second request shall normally be made within 60 days after the date of the second request. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days from the date of the second request. The decision shall be in writing and, whether made by the head of Human Resources or the Committee, shall be final and bind all parties concerned. -14- 15 PARTICIPATION AGREEMENT The undersigned hereby agrees to participate in the TRW Inc. Deferred Compensation Plan (the "Plan") for the following Incentive Compensation received by the undersigned on account of the year 19__. The undersigned acknowledges that if in accordance with the Plan the undersigned is not a Highly Paid Employee under the Plan, the undersigned's election to defer the Incentive Compensation will become invalid. The undersigned agrees that he/she has read the Plan and agrees that the following elections are governed by the Plan. DEFERRAL PERCENTAGES OR AMOUNTS (Percentage elections must be in increments of 5%, with a 10% minimum election, and dollar elections must be in increments of $1,000, with a $10,000 minimum election; elections for OIP bonus and strategic incentive grant need not be the same; you cannot elect both a percentage and a dollar amount for the same payment source): OIP Bonus ______% or $_______ Strategic Incentive Grant ______% or $_______ ELECTION OPTIONS (Choose only one): ___ Paid in lump sum five years from the Date of Deposit ___ Paid in lump sum ten years from the Date of Deposit ___ Paid following retirement in ten annual installments unless a change has been approved in accordance with Section 2.5 of the Plan In order for the above elections to be effective, this form must be fully completed and returned to the head of Human Resources no later than September 30, 19__. Unless the undersigned has a Beneficiary Designation Form on file for this Plan with Human Resources, this Participation Agreement must be accompanied by an executed Beneficiary Designation Form. --------------------------- ----------------------------------- Signature of Participant Participant's Full Name --------------------------- ----------------------------------- Date Participant's Social Security # -15- EX-5 3 EXHIBIT 5 1 Exhibit 5 January 24, 1997 TRW Inc. 1900 Richmond Rd. Cleveland, Ohio 44124 Re: The TRW Inc. Deferred Compensation Plan Ladies and Gentlemen: As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in connection with the preparation and filing of a registration statement on Form S-8 ("Registration Statement") with the Securities and Exchange Commission to register Seventy Five Million Dollars ($75,000,000) of obligations ("Obligations"), which represent unsecured obligations of TRW to pay deferred compensation in the future in accordance with the terms of the TRW Inc. Deferred Compensation Plan (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended. I am familiar with the Plan, as amended to date; the proceedings taken by TRW in connection with the adoption of the Plan; the proposed issuance and sale of Obligations; the Registration Statement; and the resolutions of the Directors of TRW relating to the filing of the Registration Statement. 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. Based upon the foregoing, I am of the opinion that, when issued in accordance with the provisions of the Plan, the Obligations will be valid and binding obligations of TRW, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. 2 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, in the Plan documents prepared pursuant to the requirements of Part 1 of Form S-8, and in any amendments to the foregoing. Sincerely, /s/ Martin A. Coyle - ------------------- EX-23.B 4 EXHIBIT 23(B) 1 Exhibit 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) of our report dated January 23, 1996, with respect to the consolidated financial statements of TRW Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio January 24, 1997 EX-24 5 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY Directors and Certain Officers of TRW Inc. THE UNDERSIGNED Directors and Officers of TRW Inc. (the "Corporation" hereby appoint M. A. Coyle, J.C. Diggs, W.A. Fullmer, 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, Registration Statements or amendments to previously-filed Registration Statements with respect to deferred compensation obligations, interests, shares of Common Stock of the Corporation, or other securities of the Corporation offered in connection with the Corporation's deferred compensation plans, and 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 actions which, in the judgment of such person, may be necessary and 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 and Chief Financial Officer and Director and Director December 11, 1996 December 11, 1996 December 11, 1996 /s/ T.A. Connell /s/ M.H. Armacost - ----------------------- -------------------------- --------------------------- T.A. Connell M.H. Armacost, Director M. Feldstein, Director Vice President December 11, 1996 December 11, 1996 and Controller December 18, 1996 /s/ R.M. Gates /s/ C.H. Hahn /s/ G.H. Heilmeier - ----------------------- -------------------------- --------------------------- R.M. Gates, Director C.H. Hahn, Director G.H. Heilmeier, Director December 11, 1996 December 11, 1996 December 11, 1996 /s/ K.N. Horn /s/ E.B. Jones /s/ W.S. Kiser - ----------------------- -------------------------- --------------------------- K.N. Horn, Director E.B. Jones, Director W.S. Kiser, Director December 11, 1996 December 11, 1996 December 11, 1996 /s/ D.B. Lewis /s/ J.T. Lynn /s/ L.M. Martin - ----------------------- -------------------------- --------------------------- D.B. Lewis, Director J.T. Lynn, Director L.M. Martin, Director December 11, 1996 December 11, 1996 December 11, 1996 /s/ J.D. Ong /s/ R.W. Pogue - ----------------------- -------------------------- J.D. Ong, Director R.W. Pogue, Director December 11, 1996 December 11, 1996
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