10-K405

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS.
	ITEM 2. PROPERTIES.
	ITEM 3. LEGAL PROCEEDINGS.
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
	ITEM 6. SELECTED FINANCIAL DATA.
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
	ITEM 11. EXECUTIVE COMPENSATION.
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
	ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
SIGNATURES
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
EX-10(C) TRW Executive Health Care Plan
EX-10(N) U.S. Long-Term Restricted Stock Agreement
EX-10(O) Non-U.S. Long-Term Restricted Stock Agrmt
EX-10(P) Deferred Comp Plan for Non-Employee Dir.
EX-10(T) TRW Inc. Deferred Compensation Plan
EX-10(U) TRW Benefits Equalization Plan
EX-10(Y) BDM Int. Defined Cont. Sup. Exec Ret Plan
EX-10(BB) Agreement Between TRW & George Heilmeier
EX-10(FF) Amended Employment Agreement w/ DM Cote
EX-10(GG) Service Agreement with JC Plant
EX-10(HH) Agrmt Between LucasVarity & JC Plant
EX-10(II) Amendment No. 1 to Service Agreement
EX-10(JJ) Letter Agrmt Between TRW & Joseph Gorman
EX-10(KK) Consult. Agrmt. Between TRW & J. Gorman
EX-10(MM) 2001-02 Strategic Incentive Prog. Grant
EX-10(NN) 2001-03 Strategic Incentive Prog. Grant
EX-10(PP) 364-Day Amended & Restated Credit Agrmt.
EX-12 Computation of Ratio/Earnings to Fixed Chrgs
EX-13 Portions of the TRW Annual Report
EX-21 Subsidiaries of the Registrant
EX-23 Consent of Ernst & Young LLP
EX-24 Power of Attorney

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission file number 1-2384

TRW Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-0575430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1900 Richmond Road, Cleveland, Ohio	44124
(Address of principal executive offices)	(Zip Code)

(216) 291-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
Common Stock, par value $0.625 per share	New York Stock Exchange
	Chicago Stock Exchange
	Pacific Exchange
	Philadelphia Stock Exchange
Cumulative Serial Preference Stock II, $4.40 Convertible Series 1	New York Stock Exchange
Cumulative Serial Preference Stock II, $4.50 Convertible Series 3	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     No      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [   ]

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $4,634,741,631 as of March 1, 2001. This amount was computed on the basis of the closing price of the registrant’s voting securities included in the NYSE-Composite Transactions report for such date, as published in the Midwest edition of The Wall Street Journal.

As of March 1, 2001 there were 124,648,806 shares of TRW Common Stock, $0.625 par value, outstanding.

The following documents have been incorporated herein by reference to the extent indicated herein:

TRW Proxy Statement related to Annual Meeting of Shareholders to be held on April 25, 2001	Part III
TRW Annual Report to Security Holders for the year ended December 31, 2000	Parts I, II and IV

TRW INC.

INDEX TO

ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2000

		Page
Part I
Item  1.	Business		1
Item  2.	Properties		9
Item  3.	Legal Proceedings		11
Item  4.	Submission of Matters to a Vote of Security Holders		13
Executive Officers of the Registrant			13
Part II
Item  5.	Market for Registrant’s Common Equity and Related Stockholder Matters		14
Item  6.	Selected Financial Data		15
Item  7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item  7A.	Quantitative and Qualitative Disclosures about Market Risk		15
Item  8.	Financial Statements and Supplementary Data		15
Item  9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		15
Part III
Item  10.	Directors and Executive Officers of the Registrant		16
Item  11.	Executive Compensation		16
Item  12.	Security Ownership of Certain Beneficial Owners and Management		16
Item  13.	Certain Relationships and Related Transactions		16
Part IV
Item  14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		16

PART I

ITEM 1.  BUSINESS.

INDUSTRY SEGMENTS AND PRODUCT CLASSIFICATIONS

TRW is an international company that provides advanced technology products and services. The principal businesses of TRW and its subsidiaries are the design, manufacture and sale of products and the performance of systems engineering, research and technical services for industry and the United States Government in the automotive and aerospace and information systems markets. In 2000, TRW operated its business in the following seven operating segments:

•  Occupant Safety Systems;

•  Chassis Systems;

•  Automotive Electronics;

•  Other Automotive;

•  Space & Electronics;

•  Systems & Information Technology; and

•  Aeronautical Systems.

TRW was incorporated under the laws of Ohio on June 17, 1916. When used in this report, the terms “TRW” and the “Company” refer to TRW Inc. or to TRW Inc. and its subsidiaries.

Automotive

TRW’s automotive businesses design, manufacture and sell a broad range of steering, suspension, braking, engine, safety, electronic, engineered fastening and other components and systems for passenger cars, light trucks and commercial vehicles. TRW sells the products included in these businesses primarily to automotive original equipment manufacturers. In addition, TRW sells its automotive components for use as aftermarket and service parts to automotive original equipment manufacturers and others for resale through their own independent distribution networks.

Occupant Safety Systems

TRW’s Occupant Safety Systems business focuses on the design, manufacture and sale of:

•  inflatable restraint systems, including complete air bag systems for driver, passenger, side-impact and rollover applications in cars and light trucks;

•  seat belt systems, including retractor and buckle assemblies, pyrotechnic retractor and buckle assemblies, energy management devices, height adjusters, seat integrated restraints and integrated child restraints; and

•  steering wheel systems, including steering wheel and air bag covers and a full range of steering wheels, from base wheels to top-of-the-line, that incorporate leather, wood, multifunctional switches and integral air bag modules.

TRW sells the products included in its Occupant Safety Systems business to major vehicle manufacturers worldwide.

Chassis Systems

TRW’s Chassis Systems business focuses on the design, manufacture and sale of:

•  steering systems and components, including hydraulic and electrically assisted power and manual rack and pinion steering systems;

•  suspension components;

•  chassis modules and integrated vehicle control systems;

•  vehicle dynamic control systems, consisting of two-wheel and four-wheel anti-lock braking systems (ABS), ABS sensors and proportioning valves, traction control systems, vehicle stability management systems, electrohydraulic braking systems, electronic brake management systems and adaptive cruise control systems;

•  foundation brake systems, consisting of disc brake assemblies and components, drum brake assemblies and components, brake proportioning valves and wheel cylinders;

•  brake actuation systems, consisting of mechanically and electronically actuated boosters and master cylinders;

•  brake modules, consisting of front and rear corner modules, brake and axle modular assemblies and pedal box modules; and

•  aftermarket operations, including parts, service and technical and diagnostic support.

TRW sells the products included in its Chassis Systems business to major vehicle manufacturers worldwide and to their suppliers and to the automotive aftermarket.

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Automotive Electronics

TRW’s Automotive Electronics business focuses on the design, manufacture and sale of:

•  safety electronics systems, including front and side air bag crash sensors, air bag diagnostic modules, vehicle rollover sensors, active safety products and “smart” restraint electronics, including weight and vision systems for occupant detection;

•  access and security electronics systems, including remote keyless entry systems, integrated control units, body computers, advanced theft-deterrent and security systems, vehicle communications systems, tire pressure sensing, lock cylinders and key sets;

•  vehicle dynamics electronics, including anti-lock braking, electrically powered steering, electrically powered hydraulic steering and adaptive cruise control systems;

•  display and heating, ventilating and air conditioning electronics, including heating, ventilating and air conditioning controls and actuators, air vents, motors, instrument clusters, overhead consoles, panel controls and secondary displays;

•  power management controls, including fuse boxes, power supply, variable voltage systems and intelligent distribution systems;

•  man/machine interface controls and switches, including a wide array of automotive ergonomic applications such as steering column and wheel switches, rotary connectors, instrument panel switches, climate controls, rotary light switches, seat controls, window lift switches, convenience controllers, rain sensors, transmission switches and air bag disable switches;

•  engineered, plastic and metal fasteners and precision plastic moldings and assemblies; and

•  silicon micro-machined die and pressure sensors for medical and automotive applications.

TRW sells the products included in its Automotive Electronics business primarily to major vehicle manufacturers worldwide and to their suppliers.

Also included within TRW’s Automotive Electronics segment for a portion of 2000 were its Ledex & Dormeyer businesses, Man-Machine Interface business related to keypads and switch assemblies for cellular phones and hand-held devices, and its Schaevitz US and Schaevitz UK businesses, all of which were within the sensors and components product line. These businesses were divested during the third and fourth quarters of 2000.

Other Automotive

TRW’s Other Automotive businesses focus on the design, manufacture and sale of:

•  engine components and systems, including engine valves, valve cotters, valve rotators, valve stem guides, valve retaining caps, valve train systems and valve seat inserts; and

•  commercial steering systems and components, including integral power steering gears, power steering pumps, steering columns, intermediate steering shafts, steering cylinders, steering linkages, torque rods, tie rods, control rods, drag links, suspension ball joints, shifter linkages, pitman arms and ball sockets.

TRW sells its engine components and systems to major vehicle manufacturers worldwide and to their suppliers. TRW’s commercial steering systems and components are sold to heavy duty vehicle manufacturers in North and South America, Europe and the Asia Pacific region.

Also included within TRW’s Other Automotive segment for a portion of 2000 were its Lucas Diesel Systems, TRW Nelson Stud Welding and a LucasVarity wiring business. Lucas Diesel Systems was engaged in the design, manufacture and sale of diesel fuel injection equipment for automotive and industrial engines. The sale of Lucas Diesel was substantially completed on January 7, 2000. TRW Nelson Stud Welding was engaged in the design, manufacture and sale of stud welding systems and related stud fasteners to industrial, metal working, transportation and construction markets, as well as to automotive manufacturers, worldwide. The Company completed the sale of TRW Nelson Stud Welding in the first quarter of 2000. The LucasVarity wiring businesses were engaged in the design, manufacture and sale of wiring harnesses and components for automotive vehicle manufacturers. The sale of one of these businesses was completed during the fourth quarter of 1999, and the sale of the remaining business was completed during the first quarter of 2000.

Effective January 2001, TRW’s Other Automotive segment has been combined with TRW’s Chassis Systems segment and will be reported as part of the Chassis Systems segment beginning with the quarter ending March 31, 2001. Financial information related to these segments will be restated at such time to reflect such combination.

Aerospace & Information Systems

TRW’s aerospace and information systems businesses include: spacecraft systems and subsystems; electronic systems, equipment, components and services; systems integration, systems engineering services and software development; information technology systems and services; and aeronautical systems.

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TRW sells and distributes its products and services in its aerospace and information systems businesses principally to the U.S. Government, agencies of the U.S. Government, state, local and foreign governments and international and commercial customers.

While classified projects are not discussed in this report, the operating results relating to classified projects are included in the Company’s consolidated financial statements, and the business risks associated with these projects do not differ materially from those of other projects for the U.S. Government.

TRW also performs diverse testing and general research projects in many of the technical disciplines related to its aerospace and information systems products and services under both private and U.S. Government contracts.

Space & Electronics

TRW’s Space & Electronics business focuses on the design and manufacture of:

•  spacecraft systems and subsystems;

•  electronic systems, including communication systems for space and defense;

•  commercial telecommunications products;

•  gallium arsenide and indium phosphide advanced semiconductors for telecommunications applications;

•  digital broadband space payloads;

•  space science instruments;

•  advanced avionics systems;

•  high energy laser systems; and

•  spacecraft products, including solar arrays and reflectors.

TRW’s Space & Electronics business also offers systems engineering and advanced technology research and development services to its customers.

TRW’s Space & Electronics business sells its products and services primarily to the U.S. Government for both military and civilian applications, as well as to international and commercial customers.

Systems & Information Technology

TRW’s Systems & Information Technology business offers its customers systems engineering, systems integration, software development, modeling and simulation, test and evaluation, training and information technology for high technology systems, products and services in the fields of:

•  command and control;

•  strategic missiles;

•  missile and air defense;

•  airborne reconnaissance;

•  unmanned aerial vehicles;

•  intelligence management and processing;

•  earth observation;

•  air traffic control;

•  public safety and transportation;

•  counterterrorism;

•  security;

•  criminal justice;

•  health and human services;

•  integrated supply chain;

•  high-technology electronics and semi-conductors;

•  logistics;

•  tax; and

•  finance.

The programs and services offered by TRW’s Systems & Information Technology business are sold to the U.S. Government and its agencies, state and local government agencies, foreign governments and commercial customers.

Aeronautical Systems

TRW’s Aeronautical Systems business is comprised entirely of the former LucasVarity aerospace business, acquired in connection with TRW’s acquisition of LucasVarity in March 1999.

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TRW’s Aeronautical Systems business designs and manufactures high integrity systems and equipment in the following product areas:

•  cargo systems;

•  engine controls;

•  flight controls;

•  power generation and management;

•  hoists and winches;

•  missile actuation; and

•  equipment services.

TRW sells its aeronautical systems to the world’s major airlines and aircraft producers, as well as to the U.S. Government and international governments and agencies.

RESULTS BY SEGMENT

Reference is made to the information relating to the Company’s industry segments, including sales, profit before taxes and segment assets attributable to each segment for each of the years 1998 through 2000, presented under the note entitled “Operating Segments” in the Notes to Financial Statements on pages 57 through 59 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

FOREIGN AND DOMESTIC OPERATIONS

TRW manufactures products or has principal facilities in 25 countries throughout the world. TRW’s operations outside the United States are in Australia, Austria, Brazil, Canada, China, the Czech Republic, France, Germany, India, Italy, Japan, Malaysia, Mexico, the Netherlands, Poland, Portugal, Saudi Arabia, South Africa, South Korea, Spain, Taiwan, Thailand, Turkey and the United Kingdom. TRW also exports products manufactured by it in the United States. Such export sales accounted for:

•  6 percent of total sales during 2000, or $1,025 million;

•  6 percent of total sales during 1999, or $1,039 million; and

•  6 percent of total sales during 1998, or $674 million.

TRW’s foreign operations are subject to the usual risks that may affect such operations, including, among other things:

•  customary exchange controls and currency restrictions;

•  currency fluctuations and devaluations;

•  changes in local economic conditions;

•  exposure to possible expropriation or other government actions;

•  unsettled political conditions; and

•  foreign government-sponsored boycotts of the Company’s products or services for noncommercial reasons.

Most of the identifiable assets associated with TRW’s foreign operations are located in countries where the Company believes such risks to be minimal.

Reference is made to the information relating to the dollar amounts of sales and property, plant and equipment-net by geographic area for each of the years 1998 through 2000 presented under the note entitled “Operating Segments” in the Notes to Financial Statements on pages 57 through 59 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

GENERAL

Competition

TRW encounters intense competition in substantially all segments of its business. The Company’s competitive position varies for its different products and services. However, TRW believes that it is a significant supplier of many of the products it manufactures and of many of the services it provides.

In the automotive businesses, competitors include independent suppliers of parts and components as well as the Company’s original equipment customers, many of whom are integrated manufacturers who produce or could produce substantial portions of their requirements for parts and components internally. Some of the integrated manufacturers are becoming more aggressive in attempting to sell components to other automotive manufacturers and have spun off all or a

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portion of their components operations, which might also make such operations more aggressive competitors. Depending on the particular product, the number of the Company’s competitors varies significantly and many of the products have high capital requirements and require high engineering content. In the automotive businesses and in the Aeronautical Systems business, the principal methods of competition are:

•  price;

•  engineering excellence;

•  product quality;

•  customer service;

•  delivery time; and

•  proprietary position.

TRW competes for contracts covering a variety of U.S. Government and commercial projects and programs in the Space & Electronics and Systems & Information Technology businesses of its aerospace and information systems business. Such competition is based primarily on:

•  technical ability;

•  product quality; and

•  price.

TRW’s competitors for U.S. Government contracts typically are large, technically-competent firms with substantial assets, some of which have become considerably larger in recent years.

Customers

Sales, directly and indirectly, to the U.S. Government, including the Department of Defense, the National Aeronautics & Space Administration and other agencies, represented the following percentages of TRW’s total sales:

•  26 percent for 2000, or $4,497 million;

•  25 percent for 1999, or $4,248 million; and

•  35 percent for 1998, or $4,119 million.

Sales, directly and indirectly, to the U.S. Government, including the Department of Defense, the National Aeronautics & Space Administration and other agencies, represented the following percentages of the sales of the aerospace and information systems businesses:

						Systems & Information
	Space & Electronics					Technology					Aeronautical Systems
Year	Percent			(In millions)		Percent			(In millions)		Percent			(In millions)
2000		25	%	$	1,554		46	%	$	2,874		1	%	$	64
1999		31	%		1,748		43	%		2,438		1	%		51
1998		39	%		1,804		49	%		2,314		—			—

As with all companies engaged in U.S. Government contracting, TRW is subject to certain unique business risks, including:

•  dependence on Congressional appropriations and administrative allotment of funds;

•  changes in U.S. Government policies that may reflect military and political developments;

•  time required for design and development;

•  significant changes in contract scheduling;

•  complexity of designs and the rapidity with which they become obsolete;

•  necessity of design improvements;

•  difficulty in forecasting costs and schedules when bidding on developmental and highly sophisticated technical work; and

•  other factors characteristic of the industry.

U.S. Government contracting laws also provide that the U.S. Government is to do business only with responsible contractors. In this regard, the United States Department of Defense and other federal agencies have the authority, under certain circumstances, to suspend or debar a contractor or organizational parts of a contractor from further U.S. Government contracting for a certain period “to protect the Government’s interest.” Such action may be taken for, among other reasons, commission of fraud or a criminal offense in connection with a U.S. Government contract. A suspension may also be

5

imposed if a contractor is indicted for such matters. In the event of any suspension or debarment, TRW’s existing contracts would continue unless terminated or canceled by the U.S. Government under applicable contract provisions.

Other than the U.S. Government, TRW’s largest customers (determined by including sales to their affiliates throughout the world, but excluding sales to such customers or their affiliates that ultimately result in sales to the U.S. Government) are Ford Motor Company, DaimlerChrysler AG, General Motors Corporation and Volkswagen AG. Such sales by each of TRW’s automotive segments to Ford, DaimlerChrysler, General Motors and Volkswagen, and their respective subsidiaries, accounted for the following percentages of the sales of each of the automotive segments:

Ford:

	Occupant Safety						Automotive
Year	Systems			Chassis Systems			Electronics			Other Automotive
2000		32	%		17	%		11	%		8	%
1999		33	%		16	%		11	%		9	%
1998		33	%		11	%		14	%		5	%

DaimlerChrysler:

	Occupant Safety						Automotive
Year	Systems			Chassis Systems			Electronics			Other Automotive
2000		12	%		14	%		20	%		10	%
1999		10	%		15	%		19	%		7	%
1998		9	%		16	%		21	%		9	%

General Motors:

	Occupant Safety						Automotive
Year	Systems			Chassis Systems			Electronics			Other Automotive
2000		10	%		14	%		10	%		12	%
1999		10	%		12	%		9	%		8	%
1998		10	%		7	%		7	%		14	%

Volkswagen:

	Occupant Safety						Automotive
Year	Systems			Chassis Systems			Electronics			Other Automotive
2000		16	%		12	%		6	%		5	%
1999		14	%		9	%		8	%		4	%
1998		16	%		12	%		11	%		8	%

Such sales by TRW’s automotive businesses to Ford and its subsidiaries accounted for the following percentages of TRW’s total sales:

•  12 percent for 2000, or $2,080 million;

•  13 percent for 1999, or $2,143 million; and

•  12 percent for 1998, or $1,423 million.

Backlog

The backlog of orders for TRW’s operations is estimated to have been approximately $7.7 billion at December 31, 2000 and $7.8 billion at December 31, 1999. Of those amounts, U.S. Government business, directly or indirectly, is estimated to have accounted for approximately $5.6 billion at December 31, 2000 and $5.2 billion at December 31, 1999, substantially all of which is related to the aerospace and information systems businesses. Reported backlog at December 31, 2000 and 1999 does not include approximately $5.5 billion and $5.2 billion, respectively, of negotiated and priced, but unexercised, options of TRW’s customers to purchase products and services from TRW for defense and non-defense programs. The exercise of options is at the discretion of the customer and, in the case of U.S. Government contracts, is dependent on future government funding. Of the total backlog, 95 percent at December 31, 2000 and

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93 percent at December 31, 1999 was attributable to the aerospace and information systems business. Of the backlog attributable to the aerospace and information systems business, the following percentages were attributable to each of the segments comprising that business:

				Systems &
	Space &			Information			Aeronautical
Year	Electronics			Technology			Systems
2000		43	%		47	%		10	%
1999		41	%		48	%		11	%

The determination of TRW’s backlog involves substantial estimating, particularly with respect to customer requirements contracts and long-term contracts of a cost-reimbursement or incentive nature. A substantial portion of the variations in TRW’s estimated backlog in recent years is attributable to the timing of the award and performance of U.S. Government and certain other contracts. Subject to various qualifications, including those set forth herein, and assuming no terminations, cancellations or changes and completion of orders in the normal course of business, TRW has estimated that approximately 58 percent of the December 31, 2000 backlog will be delivered in 2001, 26 percent in 2002 and 16 percent thereafter.

U.S. Government contracts and related customer orders generally may be terminated in whole or in part at the convenience of the U.S. Government whenever the U.S. Government believes that such termination would be in its best interest. Multi-year U.S. Government contracts and related orders may be canceled if funds for contract performance for any subsequent contract year become unavailable. If any of its U.S. Government contracts were terminated or canceled under these circumstances, TRW generally would be entitled to receive payment for work completed and allowable termination or cancellation costs. Whether the occurrence of any such termination or cancellation would have an adverse effect on TRW would depend upon the particular contract and the circumstances of the termination or cancellation.

Backlog data and comparisons as of different dates may not be reliable indicators of either future sales or the ratio of future direct and indirect U.S. Government sales to other sales.

Intellectual Property

TRW owns significant intellectual property, including a large number of patents, copyrights and trade secrets, and is involved in numerous licensing arrangements. Although TRW’s intellectual property plays an important role in maintaining TRW’s competitive position in a number of the markets that it serves, no single patent, copyright, trade secret or license, or group of related patents, copyrights, trade secrets or licenses, is, in the opinion of management, of such value to TRW that the business of TRW or of any industry segment of TRW would be materially affected by the expiration or termination thereof. TRW’s general policy is to apply for patents on an ongoing basis in the United States and appropriate other countries on its significant patentable developments.

TRW also views its name and mark as significant to its business as a whole. In addition, TRW owns a number of other trade names and marks applicable to certain of its businesses and products that it views as important to such businesses and products.

Research and Development

Research and development costs totaled:

•  $2,022 million in 2000;

•  $2,149 million in 1999; and

•  $2,143 million in 1998.

Of these amounts, customer-funded research and development was:

•  $1,145 million in 2000;

•  $1,249 million in 1999; and

•  $1,425 million in 1998.

Company-funded research and development costs, which included research and development for commercial products, independent research and development and bid and proposal work related to government products and services, totaled:

•  $442 million in 2000;

•  $468 million in 1999; and

•  $372 million in 1998.

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A portion of the cost incurred for independent research and development and bid and proposal work is recoverable through overhead charged to government contracts.

Company-funded product development costs, including engineering and field support for new customer requirements, were:

•  $435 million in 2000;

•  $432 million in 1999; and

•  $346 million in 1998.

The 2000 and 1999 research and development costs exclude the $12 million and $85 million charge for purchased in-process research and development associated with the valuation of Endgate Corporation and LucasVarity plc, respectively. Reference is made to the information concerning these charges in “Management’s Discussion and Analysis of the Results of Operations and Financial Condition” under the caption “Acquisitions” on pages 41 through 42 of the TRW 2000 Annual Report and the note entitled “Acquisitions” in the Notes to Financial Statements on pages 54 through 55 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

Employees

At December 31, 2000, TRW had approximately 103,000 employees, of whom approximately 40,000 were employed in the United States and approximately 38,000 were employed in Europe.

Raw Materials and Supplies

Materials used by TRW include or contain:

• steel	• sodium azide
• aluminum	• glass
• carbon and plastic materials	• ceramics
• stainless steel	• plastic powders and laminations
• pig iron	• synthetic rubber
• ferro-chrome	• paper
• brass	• gold, silver, nickel, zinc and copper plating
• copper	materials
• tin	• electronics
• platinum	• friction materials
• special alloys

TRW also purchases from suppliers various types of equipment and component parts that may include these materials. TRW’s operations depend upon the ability of its suppliers of materials, equipment and component parts to meet performance and quality specifications and delivery schedules. In some cases, there are only a limited number of suppliers for a material or product due to the specialized nature of the item. Shortages of certain raw materials, equipment and component parts have existed in the past and may exist again in the future. TRW has taken a number of steps to protect against and to minimize the effect of such shortages. However, any future inability of TRW to obtain raw materials, equipment or component parts could have a material adverse effect on the Company. TRW’s operations also depend on adequate supplies of energy. TRW has continued its programs to conserve energy used in its operations and has available alternative sources of energy.

Environmental Regulations

Federal, state and local requirements relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, have had, and will continue to have, an effect on TRW and its operations. TRW has made and continues to make expenditures for projects relating to the environment, including pollution control devices for new and existing facilities. TRW is conducting a number of environmental investigations and remedial actions at current and former TRW locations to comply with various federal, state and local laws and, along with other companies, has been named a potentially responsible party for certain waste management sites. Each of these matters is subject to various uncertainties, and some of these matters may be resolved unfavorably to TRW.

A reserve estimate for each matter is established using standard engineering cost estimating techniques. In the determination of such costs, consideration is given to the professional judgment of TRW’s environmental engineers, in consultation with outside environmental specialists, when necessary. At multi-party sites, the reserve estimate also reflects the expected allocation of total project costs among the various potentially responsible parties. At December 31, 2000,

8

TRW had reserves for environmental matters of $194 million, including $32 million of expense and $56 million of additional reserves relating to the LucasVarity acquisition, recorded during the year. TRW aggressively pursues reimbursement for environmental costs from its insurance carriers. Insurance recoveries are recorded as a reduction of environmental costs when fixed and determinable.

TRW does not believe that compliance with environmental protection laws and regulations will have a material effect upon its capital expenditures or competitive position, and TRW’s capital expenditures for environmental control facilities during 2001 and 2002 are not expected to be material to the Company. TRW believes that any liability that may result from the resolution of environmental matters for which sufficient information is available to support cost estimates will not have a material adverse effect on the Company’s financial position. However, TRW cannot predict the effect on the Company’s earnings of expenditures for aspects of certain matters for which there is insufficient information. See also “Legal Proceedings” on page 11 of this Annual Report on Form 10-K. In addition, TRW cannot predict the effect on the Company’s earnings of compliance with environmental laws and regulations with respect to unknown environmental matters or the possible effect on the Company’s earnings of compliance with environmental requirements imposed in the future.

Capital Expenditures — Property, Plant and Equipment

During the five years ended December 31, 2000, TRW’s capital expenditures and the net book value of its assets retired or sold were:

	(In millions)
	Capital Expenditures
	Land, Buildings and						Net Book Value
Year Ended	Leasehold		Machinery and				of Assets Retired
December 31,	Improvements		Equipment		Total		or Sold
2000	$	81	$	619	$	700	$	123
1999		98		691		789		111
1998		92		452		544		40
1997		86		463		549		54
1996		76		424		500		29

On a segment basis, capital expenditures during 2000 and 1999 were as follows:

	(In millions)
	Capital Expenditures
	Year Ended		Year Ended
	December 31, 2000		December 31, 1999
Occupant Safety Systems	$	102	$	118
Chassis Systems		289		267
Automotive Electronics		60		84
Other Automotive		37		126
Space & Electronics		138		99
Systems & Information Technology		22		38
Aeronautical Systems		50		55

Of total capital expenditures, 50 percent in 2000 and 42 percent in 1999 were invested in the United States.

ITEM 2.  PROPERTIES.

TRW’s operations include numerous manufacturing, research and development and warehousing facilities. TRW owns or leases principal facilities located in 26 states plus the District of Columbia in the United States and in 24 other countries. Approximately 49 percent of the principal domestic facilities are used by the automotive businesses, 50 percent are used by the aerospace and information systems businesses and 1 percent is used at the corporate level. The automotive businesses use a substantial majority of the foreign facilities.

Of the total number of principal facilities operated by TRW, approximately 56 percent of such facilities are owned, 35 percent are leased, 6 percent are held by joint ventures in which TRW has a majority interest and 3 percent are operated on property owned directly or indirectly by the U.S. Government. The Company owns its world business support center in Lyndhurst, Ohio as well as the headquarters for its Space & Electronics segment in Redondo Beach, California,

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its Aeronautical Systems segment in Birmingham, England and its Occupant Safety Systems segment in Washington, Michigan.

The Company also owns, leases or operates on government-owned property, certain smaller research and development properties and administrative, marketing, sales and office facilities throughout the United States and in various parts of the world.

A summary of TRW’s principal facilities, by segment, type of facility and geographic region, is set forth in the following tables. The multi-purpose facilities are listed under each category for which a portion of the square footage of that facility is used. For example, TRW’s headquarters for its Space & Electronics segment in Redondo Beach, California is categorized as a manufacturing facility, a research and development facility and as office space, as significant portions of its square footage are utilized for each of these purposes. Additionally, where more than one segment utilizes a single facility, that facility will be categorized by the purposes for which it is used by each such segment. For example, TRW’s Redondo Beach facility serves not only as the headquarters and a manufacturing and research and development facility for its Space & Electronics business, but is also utilized by its Systems & Information Technology business as both office space and a research and development facility. As such, this facility will appear in the following tables under both Space & Electronics and Systems & Information Technology.

Automotive Segments

Occupant Safety Systems

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		2		2		—		—		4
Manufacturing		12		17		2		2		33
Warehouse		2		3		—		—		5
Office		3		1		—		—		4
Total		19		23		2		2		46

Chassis Systems

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		2		2		—		—		4
Manufacturing		24		26		12		6		68
Warehouse		4		7		1		—		12
Office		1		8		—		—		9
Total		31		43		13		6		93

Automotive Electronics

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		1		2		—		—		3
Manufacturing		12		21		3		1		37
Warehouse		1		1		—		—		2
Office		2		—		—		—		2
Total		16		24		3		1		44

Other Automotive

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		1		1		—		—		2
Manufacturing		7		9		3		2		21
Office		1		1		—		—		2
Total		9		11		3		2		25

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Aerospace & Information Systems Segments

Space & Electronics

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		5		—		—		—		5
Manufacturing		5		—		—		—		5
Office		7		—		—		—		7
Total		17		—		—		—		17

Systems & Information Technology

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		1		—		—		—		1
Office		37		2		—		3		42
Total		38		2		—		3		43

Aeronautical Systems

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Manufacturing		6		11		1		1		19
Warehouse		1		—		—		—		1
Total		7		11		1		1		20

In addition to the facilities set forth in the foregoing tables, TRW also maintains approximately nine facilities that it utilizes as office space at the corporate level. Two of such facilities are located in North America, one in Europe and the remaining six facilities are located in the Asia Pacific region.

In the opinion of management, the Company’s facilities are generally well maintained and are suitable and adequate for their intended use.

For additional information concerning TRW’s long-term rental obligations under operating leases, see the note entitled “Lease Commitments” in the Notes to Financial Statements on page 68 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS.

During 1996, the Company was advised by the U.S. Department of Justice (DOJ) that the Company had been named as a defendant in two lawsuits brought by a former employee of the Company’s former Space & Technology Group and originally filed under seal in 1994 and 1995, respectively, in the U.S. District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The Act permits an individual to bring suit in the name of the United States and share in any recovery. The allegations in the lawsuits relate to the classification of costs incurred by the Company that were charged to certain of its federal contracts. Under the law, the government must investigate the allegations and determine whether it wishes to intervene and take responsibility for the lawsuits. On February 13, 1998, the DOJ intervened in the litigation. On February 19, 1998 and March 4, 1998, the former employee filed amended complaints in the Central District of California that realleged certain of the claims included in the 1994 and 1995 lawsuits and omitted the remainder. The amended complaints allege that the United States has incurred substantial damages and that the Company should be ordered to cease and desist from violations of the civil False Claims Act and is liable for treble damages, penalties, costs, including attorneys’ fees, and such other relief as deemed proper by the court. On March 17, 1998, the DOJ filed its complaint against the Company upon intervention in the 1994 lawsuit, which set forth a limited number of the allegations in the 1994 lawsuit and other allegations not in the 1994 lawsuit. The DOJ elected not to pursue the other claims in the 1994 lawsuit or the claims in the 1995 lawsuit. The DOJ’s complaint alleges that the Company is liable for treble damages, penalties, interest, costs and “other proper relief.” On March 18, 1998, the former employee withdrew the first amended complaint in the 1994 lawsuit at the request of the DOJ. On May 18, 1998, the Company filed answers to the former employee’s first amended complaint in the 1995 lawsuit and to the DOJ’s complaint, denying all substantive allegations against the Company contained therein. At the same time, the Company filed

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counterclaims against both the former employee and the federal government. On July 20, 1998, both the former employee and the DOJ filed motions seeking to dismiss the Company’s counterclaims. On November 23, 1998 (entered as an Order on January 21, 1999), the court dismissed certain counterclaims asserted against the former employee and the federal government and took under advisement the former employee’s motion to dismiss certain other counterclaims. On March 15, 1999, the DOJ was granted leave to file a First Amended Complaint, which adds certain allegations concerning the Company’s subcontracts. On August 6, 1999, the Government filed its Second Amended Complaint, which incorporated vouchers, progress payment requests, and invoices submitted by the Company to higher tier Government contractors among the class of allegedly false claims challenged by the Government. On September 29, 1999, the former employee filed his Second Amended Complaint, which incorporated subcontracts performed by the Company for higher tier Government contractors among the class of contracts under which allegedly false claims were presented, and added allegations relating to certain of the former employee’s pre-existing claims. On May 9, 2000, the Company voluntarily dismissed its remaining counterclaims against the former employee, with prejudice. On July 10, 2000, the DOJ filed a motion seeking permission to intervene in the 1995 lawsuit, which motion was granted on August 16, 2000. Thereafter, on August 30, 2000, the DOJ and the former employee filed a single consolidated complaint encompassing all of the claims in the 1994 and 1995 lawsuits, as those matters were constituted prior to the filing of the DOJ’s July 10, 2000 motion. On December 13, 2000, the District Court ruled in favor of the Government on the cross-motions for summary judgment that had been filed by the parties concerning one element of one of the claims in the consolidated complaint, relating to certain charges associated with the Company’s “Odyssey” project. The Company cannot presently predict the outcome of these lawsuits, although management believes that their ultimate resolution will not have a material effect on the Company’s financial condition or results of operations.

TRW Vehicle Safety Systems Inc. (VSSI), a wholly-owned subsidiary of the Company, reported to the Arizona Department of Environmental Quality (ADEQ) in 1997, potential violations of the Arizona hazardous waste law at its Queen Creek, Arizona facility for the possible failure to properly label and dispose of wastewater that might be classified as hazardous waste. ADEQ, the U.S. Environmental Protection Agency (EPA), the DOJ and the Arizona State Attorney General conducted civil and criminal investigations into these potential violations, and the Company cooperated with these investigations. On January 18, 2001, TRW announced that VSSI entered into a proposed settlement agreement with the DOJ, the EPA, the State of Arizona and the ADEQ regarding these alleged violations. On February 27, 2001, following completion of a 30-day public comment period, the United States and the State of Arizona governments moved to enter the consent decree related to the proposed civil settlement, and on March 7, 2001, the U.S. District Court for the District of Arizona entered the consent decree, finalizing the civil settlement. The civil settlement provides that VSSI will pay a civil fine of approximately $6 million and perform site remediation at its Queen Creek, Arizona facility, if necessary, and at a landfill site in Arizona. The landfill site remediation and other supplemental environmental programs VSSI has agreed to implement total approximately $7 million. VSSI expects to incur additional costs for remediation at its Queen Creek, Arizona facility. Separately, on January 18, 2001, VSSI also announced it had entered into a conditional criminal settlement with state and federal authorities under which VSSI would plead guilty to certain Resource Conservation and Recovery Act violations. The criminal settlement is expressly conditioned on completion of the civil settlement. If the criminal settlement is approved by the state and federal courts, the criminal fines would total $12 million. The Company has recorded reserves for possible penalties and environmental work that may be incurred.

On March 31, 2000, VSSI was served with a putative class action lawsuit filed in Maricopa County Superior Court in the State of Arizona. The lawsuit was filed on behalf of everyone living within a five-mile radius of the Company’s air bag manufacturing plant in Mesa, Arizona. The lawsuit alleges that emissions from the plant have caused health problems for residents living near the plant and that the Company concealed information about the potential health risks of its emissions. The lawsuit also alleges that animals and plant life have been injured or destroyed through significant exposure to toxic emissions. Plaintiffs are asking the court to require the Company to institute medical monitoring for the claimants, to conduct various studies regarding, among other things, the risks of sodium azide, to cease operations that release toxic substances into the air and to create a supervised fund to pay for medical screening and monitoring. Plaintiffs also are seeking attorneys’ fees and punitive damages. The Company believes there is no valid scientific basis for these claims and intends to defend itself vigorously. The Company timely removed the case to federal court and the plaintiffs’ motion to remand the case to state court was denied. The federal court also agreed with the Company’s position that the first issue to be resolved is class certification and initial discovery will be limited to issues related to whether the case should proceed as a class action. The Company will vigorously oppose class certification. The Company is not able to predict the outcome of this lawsuit at this time.

In October 2000, Kelsey-Hayes Company (formerly known as Fruehauf Corporation) was served with a grand jury subpoena relating to a criminal investigation being conducted by the U.S. Attorney for the Southern District of Illinois. The U.S. Attorney has informed the Company that the investigation relates to possible wrongdoing by Kelsey-Hayes Company and others involving certain loans made by Kelsey-Hayes Company’s then parent corporation to Fruehauf

12

Trailer Corporation, the handling of the trailing liabilities of Fruehauf Corporation and actions in connection with the 1996 bankruptcy of Fruehauf Trailer Corporation. Kelsey-Hayes Company became a wholly-owned subsidiary of TRW upon TRW’s acquisition of LucasVarity in 1999. The Company is cooperating with the investigation and is unable to predict the outcome of the investigation at this time.

In 1992, Vinnell Mining & Minerals Corporation and Atlas Corporation, an unrelated third party, entered into a Consent Decree with the EPA with respect to an operable unit of the Atlas Asbestos Mine Superfund site in Fresno County, California. Vinnell Mining & Minerals Corporation is a wholly-owned indirect subsidiary of BDM International, Inc. that was acquired by the Company in December 1997. The Consent Decree provides, among other things, for the remediation of the site and reimbursement of oversight costs upon submission of appropriate documentation to Vinnell and Atlas. In 1999, Vinnell and Atlas filed a Petition for Dispute Resolution in the U.S. District Court for the Eastern District of California to obtain judicial review of the oversight cost documentation requirements. In April 2000, the DOJ filed a motion for penalties in this matter, requesting that the court impose penalties in addition to the reimbursement of oversight costs. The Company had placed the amount of all claimed oversight costs into escrow awaiting final decision of the court and maintained that there was no basis for the imposition of penalties. On September 6, 2000, the U.S. District Court Judge entered an opinion and order requiring Vinnell to pay or release from escrow certain of the claimed oversight costs claimed by the United States, plus penalties in the amount of $639,500. The monies were released from escrow pursuant to the District Court’s ruling. On November 2, 2000, the Company timely filed a notice of appeal challenging the District Court’s opinion and order. Management believes that the ultimate resolution of this matter will not have a material effect on the Company’s financial condition or results of operations.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None during the fourth quarter of 2000.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages of and the positions and offices held by, each person designated an executive officer of the Company as of March 1, 2001, together with the offices held by each such person during the last five years, are listed below. Each executive officer is elected annually and, unless the executive officer resigns or terminates employment with the Company or is removed from office by action of the Company’s Directors, will hold office for the ensuing year or until a successor is elected in accordance with the Company’s Regulations.

			Positions and Business Experience
Name	Age		During the Past Five Years
D. M. Cote		48	President and Chief Executive Officer and Director (February 2001 to the present)
			President and Chief Operating Officer and Director (1999 to February 2001)
			Senior Vice President, General Electric Company and President and Chief Executive Officer, GE Appliances (1996 - 1999)
			Vice President and General Manager, GE Silicones (1994 - 1996)
T. W. Hannemann		58	Executive Vice President and General Manager, TRW Space & Electronics (1993 to the present)
H. V. Knicely		64	Executive Vice President, Human Resources and Communications (1995 to the present)
W. B. Lawrence		56	Executive Vice President, General Counsel and Secretary (1997 to the present)
			Executive Vice President, Planning, Development & Government Affairs (1989 - 1997)
W. K. Maciver		61	Executive Vice President and General Manager, TRW Aeronautical Systems (1999 to the present)
			Managing Director and President, Lucas Aerospace (1995 - 1999)
C. G. Miller		58	Executive Vice President and Chief Financial Officer (1996 to the present)
			Executive Vice President, Chief Financial Officer and Controller (1996)
			Vice President and Controller (1990 - 1996)

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			Positions and Business Experience
Name	Age		During the Past Five Years
P. A. Odeen		65	Executive Vice President, Washington Operations (2000 to the present)
			Executive Vice President and General Manager, TRW Systems & Information Technology (1998 - 1999)
			President, Chief Executive Officer and Director, BDM International, Inc. (1992 - 1997)
H. Pfannschmidt		53	Executive Vice President and General Manager, TRW Automotive Electronics (1999 to the present)
			Vice President and General Manager, TRW Automotive Electronics (1999)
			Vice President and Managing Director, TRW Inflatable Restraint Systems (1997 - 1998)
			Executive Vice President, Hella KG Hueck & Co. (1994 - 1997)
J. C. Plant		47	Executive Vice President and General Manager, TRW Chassis Systems (1999 to the present)
			Executive Vice President and General Manager, TRW Automotive (1999)
			President, LucasVarity Automotive (1998 - 1999)
			Managing Director, Electrical and Electronic Division, Lucas Automotive (1991 - 1998)
J. F. Smith		54	Executive Vice President and General Manager, TRW Occupant Safety Systems (1999 to the present)
			Vice President and General Manager, TRW Inflatable Restraint Systems (1989 - 1999)
P. Staudhammer		67	Vice President, Science & Technology (1993 to the present)
D. C. Winter		52	Executive Vice President and General Manager, TRW Systems & Information Technology (2000 to the present)
			Vice President and Deputy General Manager for Group Development, TRW Space & Electronics (1998 - 1999)
			Vice President and General Manager of the Defense Systems Division, TRW Space & Electronics Group (1990 - 1997)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Reference is made to the information set forth in the table presented under “Stock Prices and Dividends (Unaudited)” on page 73 of the TRW 2000 Annual Report, and to the information presented under the “Debt and Credit Agreements” in the Notes to Financial Statements on pages 67 through 68 and 73, respectively, of the TRW 2000 Annual Report. The information contained in such table and the information contained in the second-to-last paragraph of text of the “Debt and Credit Agreements” note is incorporated herein by reference.

The Company’s Common Stock is traded principally on the New York Stock Exchange and is also traded on the Chicago, Pacific, Philadelphia, London and Frankfurt exchanges.

On March 1, 2001, there were 22,325 shareholders of record of the Company’s Common Stock.

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ITEM 6. SELECTED FINANCIAL DATA.

		(In Millions, Except Per Share Amounts)
		Years Ended December 31,
		2000		1999		1998		1997			1996
Sales		$	17,231	$	16,969	$	11,886	$	10,831		$	9,857
Earnings(loss) from continuing operations			438		469		477		(49	)		182
Per share of Common Stock:
	Diluted earnings(loss)—continuing operations		3.51		3.80		3.83		(.40	)		1.37
	Basic earnings(loss)—continuing operations		3.55		3.87		3.93		(.40	)		1.41
Cash dividends declared			1.36		1.32		1.28		1.24			1.17
Total assets			16,467		18,266		7,340		6,410			5,899
Long-term debt			4,765		5,369		1,353		1,117			458
Shares used in computing per share amounts:
	Diluted		124.9		123.5		124.4		123.7			132.8
	Basic		123.1		121.0		121.3		123.7			128.7

In 2000, earnings(loss) from continuing operations include a $12 million, $.09 per share, or $6 million after the effect of minority interest, one-time noncash charge related to in-process research and development associated with the valuation of Endgate Corporation.

In 1999, earnings(loss) from continuing operations include an $85 million, $.69 per share, one-time noncash charge related to in-process research and development associated with the acquisition of LucasVarity.

In 1997, earnings(loss) from continuing operations include a $548 million, $4.43 per share, one-time noncash charge related to in-process research and development associated with the acquisition of BDM.

In 1996, the Company recorded special charges of $202 million after tax, $1.52 per share, primarily for actions taken, in part, to enhance the Company’s competitiveness. Also during 1996, the Company applied the provisions of Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” resulting in the recognition of $50 million after tax, $0.38 per share, of impairment losses which were primarily a result of technological changes and the decision to close certain facilities in its automotive business.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Reference is made to the information presented under the heading “Management’s Discussion and Analysis of the Results of Operations and Financial Condition” on pages 34 through 46 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Reference is made to the information presented under the heading “Management’s Discussion and Analysis of the Results of Operations and Financial Condition” on pages 34 through 46 of the TRW 2000 Annual Report. Reference is also made to the information presented under the heading “Financial Instruments” in the Notes to Financial Statements on pages 60 through 61 of the TRW 2000 Annual Report. This information is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Reference is made to the financial statements headed “Statements of Operations,” “Balance Sheets,” “Statements of Cash Flows” and “Statements of Changes in Shareholders’ Investment,” and the accompanying notes thereto, on pages 48 through 72 of the TRW 2000 Annual Report. Reference is also made to the information included in the table presented under the heading “Quarterly Financial Information (Unaudited)” on page 74 of the report. These statements, the accompanying notes and the table are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Reference is made to the information relating to TRW’s Directors which is presented under the heading “Board of Directors” in the TRW Proxy Statement for the 2001 Annual Meeting of Shareholders (the “TRW Proxy Statement”). Reference is made to the information relating to Section 16(a) compliance which is presented under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the TRW Proxy Statement. This information is incorporated herein by reference.

See the information presented in Part I of this Report under the heading “Executive Officers of the Registrant” for information relating to TRW’s executive officers.

ITEM 11.  EXECUTIVE COMPENSATION.

Reference is made to the information presented under the heading “Compensation of Executive Officers” in the TRW Proxy Statement. Reference is also made to the information presented under the heading “Director Compensation” in the TRW Proxy Statement. This information is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Reference is made to the information presented under the heading “Management Ownership of Shares” in the TRW Proxy Statement. Reference is also made to the information presented under the caption “Outstanding Securities” in the TRW Proxy Statement. This information is incorporated herein by reference.

There are no agreements or arrangements known to TRW that might, at a subsequent date, result in a change in control of TRW.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Reference is made to the information presented under the heading “Director Compensation” in the TRW Proxy Statement. This information is incorporated herein by reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Financial Statements and Schedules

     (1)  Financial Statements

The following financial statements of the registrant and its subsidiaries included in the TRW 2000 Annual Report are incorporated herein by reference:

Statements of Operations — Years ended December 31, 2000, 1999 and 1998 (page 48)

Balance Sheets — December 31, 2000 and 1999 (page 49)

Statements of Cash Flows — Years ended December 31, 2000, 1999 and 1998 (page 50)

Statements of Changes in Shareholders’ Investment — Years ended December 31, 2000, 1999 and 1998 (page 51)

Notes to Financial Statements — (pages 52 - 72)

     (2)  Financial Statement Schedules

All Schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted.

Financial statements and summarized financial information of unconsolidated subsidiaries and 50 percent or less owned persons accounted for by the equity method have been omitted because such subsidiaries and persons, considered individually or in the aggregate, do not constitute a significant subsidiary.

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     (3)  Exhibits

3(a)	Amended Articles of Incorporation as amended May 5, 1997 (Exhibit  3(a) to TRW Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by reference).
3(b)	Regulations as amended April 30, 1980 (Exhibit 3(b) to TRW Annual Report on Form 10-K for the year ended December 31, 1980, is incorporated herein by reference).
4(a)	Indenture between TRW Inc. and The Chase Manhattan Bank (National Association), as successor Trustee, dated as of May 1, 1986 (Exhibit  2 to TRW Form 8-A Registration Statement dated July 3, 1986, is incorporated herein by reference).
4(b)	First Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank (National Association), as successor Trustee, dated as of July  26, 1989 (Exhibit 4(b) to TRW Form S-3 Registration Statement, File No. 33-30350, is incorporated herein by reference).
4(c)	Second Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank, as successor Trustee, dated as of June 2, 1999 (Exhibit 4(c) to TRW Registration Statement on Form S-4, filed July 20, 1999, File No. 333-83227, is incorporated herein by reference).
4(d)	Third Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank, as successor Trustee, dated as of June 2, 1999 (Exhibit 4(d) to TRW Registration Statement on Form S-4, filed July 20, 1999, File No. 333-83227, is incorporated herein by reference).
4(e)	Fourth Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank, as successor Trustee, dated as of June 2, 1999 (Exhibit 4(e) to TRW Registration Statement on Form S-4, filed July 20, 1999, File No. 333-83227, is incorporated herein by reference).
4(f)	Fifth Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank, as successor Trustee, dated as of June 2, 1999 (Exhibit 4(f) to TRW Registration Statement on Form S-4, filed July 20, 1999, File No. 333-83227, is incorporated herein by reference).
4(g)	Sixth Supplemental Indenture between TRW Inc. and The Chase Manhattan Bank, as successor Trustee, dated as of June 2, 1999 (Exhibit 4(g) to TRW Registration Statement on Form S-4, filed July 20, 1999, File No. 333-83227, is incorporated herein by reference).
4(h)	Distribution Agreement, dated November 17, 1999, between TRW Inc. and each of Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities Inc., regarding $2,500,000,000 Medium-Term Notes, Series E, due nine months or more from the date of issue (Exhibit 1 to TRW Inc.’s Current Report on Form 8-K dated November  18, 1999, is incorporated herein by reference).
4(i)	Form of Medium Term Note, Series E (Exhibit 2 to TRW Inc.’s Current Report on Form 8-K dated November 18, 1999, is incorporated herein by reference).
*10(a)	1979 Stock Option Plan as amended April 28, 1982 (Exhibit A to TRW Proxy Statement dated March 18, 1982, is incorporated herein by reference).
*10(b)	TRW Operational Incentive Plan (Exhibit 10(b) to TRW Annual Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference).
*10(c)	TRW Executive Health Care Plan as amended and restated effective June  6, 2000.
*10(d)	1984 Stock Option Plan (Exhibit A to TRW Proxy Statement dated March  19, 1984, is incorporated herein by reference).
*10(e)	1989 TRW Long-Term Incentive Plan (Exhibit A to TRW Proxy Statement dated March 17, 1989, is incorporated herein by reference).
*10(f)	1994 TRW Long-Term Incentive Plan as amended and restated effective February 4, 1997 (Exhibit 10(f) to TRW Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference).
*10(g)	1997 TRW Long-Term Incentive Plan (Exhibit A to TRW Proxy Statement dated March 12, 1997, is incorporated herein by reference).
*10(h)	Amendment dated as of December 9, 1998 to 1997 TRW Long-Term Incentive Plan (Exhibit 10(h) to TRW Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by reference).
*10(i)	2000 TRW Long-Term Incentive Plan (Exhibit A to TRW Proxy Statement dated March 17, 2000, is incorporated herein by reference).

17

*10(j)	Form of Nonqualified Stock Option Agreement (Exhibit 10(i) to TRW Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference).
*10(k)	Form of Transferable Nonqualified Stock Option Agreement (Exhibit  10(j) to TRW Annual Report on Form 10-K for the year ended December  31, 1999, is incorporated herein by reference).
*10(l)	Form of Director Transferable Nonqualified Stock Option Agreement (Exhibit 10(c) to TRW Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated herein by reference).
*10(m)	Form of Stock Option Agreement Qualified under the laws of France (Exhibit 10(l) to TRW Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference).
*10(n)	Form of U.S. Long-Term Restricted Stock Agreement.
*10(o)	Form of Non-U.S. Long-Term Restricted Stock Agreement.
*10(p)	Deferred Compensation Plan for Non-Employee Directors of TRW Inc. as amended and restated January 1, 2001.
*10(q)	TRW Directors’ Pension Plan as amended and restated effective August  1, 1990 (Exhibit 10(l) to TRW Annual Report on Form 10-K for the year ended December 31, 1990, is incorporated herein by reference).
*10(r)	Amendment to the TRW Directors’ Pension Plan (as Amended and Restated Effective August 1, 1990) effective June 30, 1997 (Exhibit 10(n) to TRW Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated herein by reference).
*10(s)	Form of Amended and Restated Employment Continuation Agreements with executive officers (Exhibit 10(k) to TRW Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference).
*10(t)	TRW Inc. Deferred Compensation Plan (as Amended and Restated Effective January 1, 2001).
*10(u)	TRW Benefits Equalization Plan (as Amended and Restated Effective January 1, 2001).
*10(v)	TRW Supplementary Retirement Income Plan (as Amended and Restated Effective January 1, 1999) (Exhibit 10(t) to TRW Annual Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by reference).
*10(w)	TRW Inc. Key Executive Life Insurance Plan dated as of February 7, 1996 (Exhibit 10(v) to TRW Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference).
*10(x)	TRW Inc. Financial Counseling Program (Exhibit 10(w) to TRW Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference).
*10(y)	BDM International, Inc. Defined Contribution Supplemental Executive Retirement Plan dated October 8, 1993.
*10(z)	Consulting Agreement dated September 18, 1997 between TRW Inc. and G. H. Heilmeier (Exhibit 10(b) to TRW Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, is incorporated herein by reference).
*10(aa)	Amendment dated December 7, 1999 to Consulting Agreement dated September 18, 1997, between TRW Inc. and G.H. Heilmeier (Exhibit  10(w) to TRW Annual Report on Form 10-K for the year ended December  31, 1999, is incorporated herein by reference).
*10(bb)	Amendment dated February 21, 2001 to Consulting Agreement dated September 18, 1997, between TRW Inc. and G. H. Heilmeier.
*10(cc)	Letter Agreement, dated April 28, 1999, between TRW and Carl Hahn regarding services as an Advisory Director of TRW (Exhibit 10(c) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, is incorporated herein by reference).
*10(dd)	TRW Inc. Stock Plan for Non-Employee Directors (as Amended and Restated Effective August 1, 1995) (Exhibit 10.1 to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, is incorporated herein by reference).
*10(ee)	Employment Agreement dated as of November 20, 1997 between TRW Inc. and Philip A. Odeen (Exhibit 10(ff) to TRW Annual Report on Form  10-K for the year ended December 31, 1997, is incorporated herein by reference).

18

*10(ff)	Amended and Restated Employment Agreement by and between TRW Inc. and David M. Cote, dated as of February 21, 2001.
*10(gg)	Service Agreement among Lucas Limited, LucasVarity plc and John C. Plant dated April 17, 1997.
*10(hh)	Letter Agreement dated May 13, 1998 between LucasVarity plc and John C. Plant.
*10(ii)	Amendment No. 1 to Service Agreement, dated February 15, 2000, between LucasVarity Limited and John C. Plant, including Change of Control Agreement dated February 15, 2000 as the Fourth Schedule thereto.
*10(jj)	Letter Agreement dated February 8, 2001 between TRW Inc. and Joseph T. Gorman.
*10(kk)	Consulting Agreement dated February 8, 2001 between TRW Inc. and Joseph T. Gorman.
*10(ll)	Form of 1998-2000 Strategic Incentive Program Grant (Exhibit 10(cc) to TRW Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by reference).
*10(mm)	Form of 2001-2002 Strategic Incentive Program Grant.
*10(nn)	Form of 2001-2003 Strategic Incentive Program Grant.
10(oo)	Five-Year Credit Agreement dated as of January 25, 2000 among TRW Inc., the lenders party thereto, the Chase Manhattan Bank as Administrative Agent, Chase Manhattan International Limited as London Agent and Salomon Smith Barney Inc. as Syndication Agent (Exhibit  10(dd) to TRW Annual Report on Form 10-K for the year ended December  31, 1999, is incorporated herein by reference).
10(pp)	364-Day Credit Agreement dated as of January 23, 2001 among TRW Inc., the lenders party thereto, the Chase Manhattan Bank as Administrative Agent, J.P. Morgan, a division of Chase Securities, Inc., as Joint-Lead Arranger and Joint-Book Manager and Salomon Smith Barney Inc. as Syndication Agent, Joint-Lead Arranger and Joint-Book Manager.
10(qq)	Purchase Agreement, dated May 26, 1999, between TRW and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representatives of the initial purchasers named therein (Exhibit 10(a) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, is incorporated herein by reference).
10(rr)	Purchase Agreement, dated June 18, 1999, between TRW and Goldman, Sachs & Co., as representative of the initial purchasers named therein (Exhibit 10(b) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, is incorporated herein by reference).
12	Computation of Ratio of Earnings to Fixed Charges — Unaudited (Supplement to Exhibit 12 of the following Registration Statements of the Company: No. 333-89133 on Form S-3 and No. 333-48443 on Form  S-3).
13	Portions of the TRW Annual Report to Security Holders for the year ended December 31, 2000, incorporated herein by reference.
21	Subsidiaries of the Registrant.
23	Consent of Independent Auditors.
24	Power of Attorney.

	Certain instruments with respect to long-term debt have not been filed as exhibits as the total amount of securities authorized under any one of such instruments does not exceed 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees to furnish to the Commission a copy of each such instrument upon request.
*	Management contract, compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of this report.

(b) Reports on Form 8-K

      None.

19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRW Inc.

Date: March 12, 2001

By	/s/ WILLIAM B. LAWRENCE
	William B. Lawrence,
	Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
J. T. GORMAN*	Chairman of the Board and Director
D. M. COTE*	Chief Executive Officer and Director
C. G. MILLER*	Executive Vice President and Chief Financial Officer
T. A. CONNELL*	Vice President and Corporate Controller
M. H. ARMACOST*	Director
M. FELDSTEIN*	Director	March 12, 2001
R. M. GATES*	Director
G. H. HEILMEIER*	Director
K. N. HORN*	Director
D. B. LEWIS*	Director
L. M. MARTIN*	Director
J. D. ONG*	Director

William B. Lawrence, by signing his name hereto, does hereby sign and execute this report 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 as an exhibit to this report.

March 12, 2001

*By  /s/ WILLIAM B. LAWRENCE

William B. Lawrence, Attorney-in-fact

20

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

Shareholders and Directors,
TRW Inc.

We have audited the consolidated financial statements of TRW Inc. and subsidiaries listed in Item 14(a)(1) of the Annual Report on Form 10-K of TRW Inc. for the year ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TRW Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

/s/  Ernst & Young LLP

Cleveland, Ohio

January 22, 2001

F-1 EX-10.C 2 l86560aex10-c.htm EX-10(C) TRW EXECUTIVE HEALTH CARE PLAN

Exhibit 10(c)

Executive

Health

Care

Plan

EHCP 6/6/00

TRW Executive Health Care Plan (EHCP)

Table of Contents	Introduction	1
	Who Is Eligible	1
	Contributions	1
	Eligible Dependents	1
	Comprehensive Health Care Expense Benefits	2
	Covered Health Care Expenses	2
	Examples of Health Care Expenses Covered by the Plan	3
	Examples of Health Care Expenses to be Approved in Advance	3
	Examples of Health Care Expenses Not Covered by the Plan	4
	Definitions	5
	Payment of Claims and Recordkeeping	6
	Coordination of Benefits Provision	6
	Reimbursement From a Third Party	7
	When Your Health Care Coverage Terminates	7
	After Health Care Coverage Terminates	7
	Continuation of Coverage—COBRA	8
	Cost of COBRA Coverage	8
	Duration of COBRA Coverage	8
	TRW RetireeSelect Plan	8
	Additional Information	9
	Plan Administration	9
	Employee Rights	10
	Appendix	11

TRW Executive Health Care Plan (EHCP)

Introduction
The TRW Executive Health Care Plan (“Plan”) is a plan that provides payment for a wide range of health care expenses.

To encourage good health, the Plan covers the expenses for preventive care, such as physical examinations. You are required to complete a management health physical every 15 months if you are age 50 or older or every 24 months if you are under age 50. A simplified claim reimbursement procedure is also a major feature of the Plan.

TRW reserves the right to modify or terminate the Plan at its discretion at any time.

The elections you make when enrolled must remain in effect until the end of the plan year (calendar year), unless you have an eligible change in life status. Even then, the only changes allowed are those consistent with your change in life status or as required to add a dependent as a result of a Qualified Medical Child Support Order. Please see allowable life status changes listed in the ChoicePlus Employee Benefits Book applicable to your unit.

Who Is Eligible
You are eligible for the benefits of the Plan as of the date you have been designated as a member of the Special Executive Group by the Chief Executive Office. Your eligible dependents will be covered on the date your coverage begins or the date he or she becomes a dependent, or is first enrolled, whichever is latest. Your eligibility for benefits from any other TRW medical, dental or vision plan will cease when you become a member of this Plan.

Contributions
All participants are required to contribute to the cost of the Plan. Your contribution will be determined by TRW and will be based on the number of dependents you elect to include in the Plan. IRS regulations require that your contribution be made on an “after-tax” basis. The amount of the contribution will be reviewed annually.

Eligible Dependents
Dependents eligible for benefits are:

• your legal spouse;

• your unmarried child up to age 19 or age 25, if a full-time student (If the dependent is on an internship through the school and is not over age 25, the employee may continue to cover the dependent through the end of the internship or age 25.);

• your child regardless of age if incapable of self-sustaining employment, because of mental or physical disability.

The term “child” also includes your legally adopted child or one placed with you for adoption, foster child, stepchild, or any other child living with you in a regular parent-child relationship. To qualify as a dependent for purposes of the Plan, each child must also qualify as a “Dependent” under Section 152(a) of the Internal Revenue Code. Where this summary of the Plan refers to a dependent below, it means a person who is eligible to be and has been enrolled in the Plan.

Dependents not enrolled when first eligible may be added in accordance with the Life Status Change Rules described in the “Life Status Change” section of the ChoicePlus Employee Benefits Book.

Page 1

TRW Executive Health Care Plan (EHCP)

Comprehensive Health Care Expense Benefits
Full reimbursement will be made for covered medical, dental and vision expenses incurred by you or your eligible dependents while covered by the Plan.

Reimbursement will be made regardless of where the expenses are incurred—whether in or out of the hospital—as long as they are incurred in connection with health care (see “Definitions” page 5). Except as described in the section entitled “After Health Care Coverage Terminates” (page 7), all expenses must be incurred while you or your dependents are covered by the Plan.

An expense or charge will be deemed incurred as of the date the service is rendered or the supply is furnished.

Services rendered after the termination of coverage will not be paid.

Covered Health Care Expenses
Covered Health Care Expenses are the reasonable charges incurred in connection with the medical, dental, and vision care of you or your eligible dependent, and must be those which would qualify as a tax deduction. Covered Health Care Expenses, therefore, are those that are Reasonably Necessary and if not reimbursed, could be deducted by you (or you and your spouse in a joint return) when computing your taxable income under Section 213 of the Internal Revenue Code. The provision of Section 213 which limits deductible expenses to an amount measured against adjusted gross income does not apply.

Covered Health Care Expenses include, but are not limited to, the following expenses for services and supplies:

• Room, board, and other medical services and supplies furnished by a hospital or other institution qualified to provide medical care.

• Services of any legally qualified doctor of medicine (M.D.), doctor of osteopathy (D.O.), doctor of podiatry (D.P.M.), doctor of chiropracty (D.C.), doctor of optometry (O.D.), doctor of chiropody (D.P.M. — D.S. C.), dentist (D.D.S. or D.M.D.), Christian Science practitioner listed in the Christian Science Journal (C.S.), registered nurse (R.N.), licensed practical or vocational nurse under the direction of an R.N. (L.P.N. or L.V.N.), midwife, physician’s assistant certified by the National Commission on Certification of Physicians’ Assistants (P.A.), audiologist, occupational therapist, physical therapist, psychologist, respiratory therapist, social worker, or speech therapist.

• Necessary transportation to and from an area or facility where the services or supplies covered hereunder may be obtained, including transportation by personal automobile.

• Drugs or medicines prescribed by a physician.

• Purchase or rental of medical or surgical supplies, aids, and prosthetic appliances, including eyeglasses, hearing aids, or dental prosthetic appliances.

• Examples of health care expenses that must be approved in advance are shown on page 3. Examples of health care expenses covered and not covered are shown on pages 3 and 4.

Page 2

TRW Executive Health Care Plan (EHCP)

Examples of Health Care Expenses Covered by the Plan

•	Ambulance Services		•	Nursing Services
				–	Licensed Vocational Nurses
•	Diagnostic & Preventative Services			–	Practical Nurses
	–	Allergy & Dermatology Tests		–	Registered Nurses
	–	Immunization & Inoculations
	–	Physical Examinations	•	Physical Therapy
	–	X-ray & Laboratory Examinations
			•	Professional Services
•	Drugs & Supplies			–	Chiropodists
	–	Crutches		–	Chiropractors
	–	Eyeglasses		–	Christian Science Practitioners
	–	Hearing Aids		–	Dentists
	–	Hospital Beds		–	Optometrists
	–	Prescription Drugs		–	Osteopaths
	–	Prostheses		–	Physicians
	–	Wheelchairs		–	Podiatrists
				–	Psychiatrists
•	Hospital Services			–	Psychologists
	–	Emergency Care
	–	Inpatient Care
	–	Outpatient Care

Examples of Health Care Expenses to be Approved in Advance
Since reimbursement is made only when the expense is both reasonable and tax deductible, you should request approval from The Aetna U.S. HealthCare (904.351.4702) for any unusual expense prior to the date it is incurred. Some examples of expenses that must be approved in advance are:

• Charges made by suppliers other than:

– licensed medical practitioners,

– licensed medical care institutions, or

– providers of medically-related services and supplies.

• Charges representing, in whole or in part, expenses of a capital nature.

• Charges for medically necessary cosmetic procedures, including surgery.

• Charges which appear to have been made for purely custodial care.

• Charges for the use of scheduled airline and any other transportation expense except:

– Those representing reimbursement for the reasonable use of a personal auto at the prevailing rate per mile, as defined by the IRS for medical transportation.

– Those representing the actual cost of any mode of necessary emergency transportation.

• Meals and lodging not furnished by a hospital or similar institution as a necessary incident to medical care.

• Dental implants.

Page 3

TRW Executive Health Care Plan (EHCP)

Examples of Health Care Expenses Not Covered by the Plan

• Non-prescription drugs.

• Antiseptic diaper service.

• Bottled distilled water.

• Care of a normal and healthy baby by a nurse.

• Cosmetic surgery, similar procedures and related expenses unless necessary to correct a birth defect, an accidental injury or trauma, or a disease. This includes non-surgical medical or dental procedures that are primarily directed at improving bodily function rather than preventing/treating illness or disease.

• Domestic help.

• Funeral and burial expenses.

• Health club dues.

• Insurance premiums for hospitalization and medical care (including contact lens insurance).

• Social activities, such as dancing lessons, swimming lessons, etc., for the general improvement of health, even though recommended by a doctor.

• Trips and services for the general improvement of health, or to visit a sick or injured family member unless the traveler is an integral part of the treatment.

• Vitamins for general health (vitamins prescribed for a specific condition are covered).

• Personal and household expenses such as electric bills or cosmetics (including hypoallergenic cosmetics) and toiletries.

• Tuition or room and board expenses for day camps or schools with a primary focus on education rather than licensed medical care.

• Expenses associated with work-related injuries, which are covered under Workers’ Compensation.

Page 4

TRW Executive Health Care Plan (EHCP)

Definitions

Cosmetic Surgery
A procedure done to improve a patient’s appearance and not to promote the body’s proper function or to prevent or treat a disease.

Health Care
The diagnosis, cure, mitigation, treatment or prevention of disease, or treatment affecting any structure or function of the body due to defect, illness or accidental bodily injury, or care during and following pregnancy, including treatment of any condition arising therefrom.

Internal Revenue Code
Chapter 1 of Subtitle A of Title 26 of the United States Code of 1986, as currently constituted and as it may be later amended.

Plan
The TRW Executive Health Care Plan (“Plan”) is a plan, which provides payment for a wide range of health care expenses. As used in this booklet, the term Plan refers to the “TRW Executive Health Care Plan.”

Reasonable Charge
An amount determined by the frequency, duration, and cost of services and supplies as compared with those customarily incurred for similarly situated individuals.

Reasonably Necessary
The service or supply must be ordered by a physician and must be commonly and customarily recognized throughout the physician’s profession as appropriate in the treatment of the patient’s diagnosed sickness or injury. The service or supply must not be educational or experimental in nature, nor provided primarily for the purpose of medical or other research. In addition, in the case of hospital confinement on an inpatient basis, the length of confinement and hospital services and supplies will be considered “Reasonably Necessary” only to the extent that they are determined by The Aetna U.S. HealthCare to be (a) related to the treatment of the condition involved and (b) not allocable to scholastic education or vocational training of the patient.

Total Disability

1.	Your complete inability to perform every duty pertaining to your occupation or employment.
2.	Your dependent’s complete inability to perform the normal activities of a person of similar age and sex.

Page 5

TRW Executive Health Care Plan (EHCP)

Payment of Claims and Recordkeeping
The Plan will reimburse you for covered expenses promptly after receipt of your claim. The Plan is designed to reimburse participants directly for covered expenses. You may wish to authorize payment directly to the provider in the case of significant expense such as in the case of hospital confinement. Benefits should not be assigned for other than a significant expense.

Participants should file a claim for reimbursement by the Plan of any expenses resulting from an annual physical. Examinations may be performed by any physician selected by the participant, who is located within a reasonable distance of the participant’s home. The procedures for claiming reimbursement for the expense of the examination are the same as for any other expenses.

You may claim reimbursement of any Covered Health Care Expense simply by completing a “Claim Expense Form,” attaching a copy of either your bill or receipt, and sending it to your Plan representative (as indicated in your enrollment package issued to all members when first eligible for the Plan) or if on direct claim processing, submit it directly to The Aetna U.S. HealthCare. If more convenient, however, you may use an itemized statement to claim reimbursement and not complete the Claim Expense Form. Itemized statements must include the following information:

• Name and social security number of patient.

• Nature of illness or injury.

• Name, address, and tax identification number of the doctor, hospital, or supplier.

• Date of charge.

• Amount of charge.

Cancelled checks or balance due bills are not acceptable as proof of loss.

A claim for reimbursement must be made within two years after incurring the expense. In the case of minor expenses, it may be helpful for you to record them on the Claim Expense Form at the time they are incurred, and file for reimbursement when you feel a sufficient amount has been accumulated. A separate Claim Expense Form must be submitted for each individual family member for whom a claim is filed; therefore, records of medical expenses incurred for yourself and each of your dependents should be kept separately.

Coordination of Benefits Provision
The purpose of health care coverage is to reimburse participants for health care expenses that they have incurred. In line with that purpose, our Plan contains a provision for coordinating with other group plans under which an employee or dependent is covered so that the total benefits available do not exceed 100 percent of the allowable expenses.

When there is coverage by two or more group plans for health care treatment for an employee and/or dependent, the insurance companies involved work together to arrive at a payment of up to 100 percent of the allowable expenses, but no more. If any of your dependents are employed and have other coverage, that coverage is considered primary. In this case, the individual should submit the claim/bill to his/her primary insurance carrier first. Once the individual receives an explanation of benefits (EOB) from the primary insurance carrier and if there is a balance owing, he/she can then submit a copy of the original bill and the EOB from the primary insurance carrier to the secondary payer (The Aetna U.S. HealthCare). Alternately, if he/she has received a statement from the provider (doctor/dentist, etc.) which shows the amount the primary insurance carrier has paid and a balance owed by the patient, he/she can submit this document alone to The Aetna U.S. HealthCare for payment. No other documentation is needed in this situation in order for The Aetna U.S. HealthCare to pay as secondary payer.

Page 6

TRW Executive Health Care Plan (EHCP)

Reimbursement From a Third Party
If a covered person receives Plan benefits to which that person is not entitled under the Plan (because a third party is responsible), the covered person will be charged for the amount of such benefits that have been paid by this Plan.

When someone other than the covered person is responsible for a sickness or injury, the covered person must, in return for the Plan’s providing benefits for that sickness or injury, reimburse the Plan immediately upon receipt of any payments or damages with respect to that sickness or injury.

Examples include payments received through a lawsuit, a settlement, or from any third party or his or her insurer (including no-fault insurance). The employee’s agreement to reimburse the Plan will apply regardless of whether the responsible party admits liability or the payments are itemized.

When Your Health Care Coverage Terminates
Your coverage under the Plan will terminate, unless otherwise agreed in writing, at the earliest time stated below:

1.	The end of the month next following the month in which your employment terminates;
2.	the end of the month coinciding with the month in which your retirement from active employment is effective;
3.	the date you cease to be a member of the Special Executive Group, or;
4.	the date the Plan is discontinued or modified.

In addition to the above, coverage terminates with respect to an individual dependent when he/she ceases to meet the eligibility requirements of the Plan (i.e., a child who reaches the age limit or a spouse who becomes divorced from you). However, coverage will not terminate until the end of the third month following the month in which a dependent attains the applicable age limitation or the divorce is effective.

In the event of your death while covered by the Plan, coverage for your dependents will be continued for a period of twelve months following the end of the month in which death occurs.

After Health Care Coverage Terminates
Reimbursement will not be made for expenses which are incurred after coverage terminates unless they are incurred with respect to an injury or illness, including pregnancy, that cause you or your dependent to be continuously and totally disabled from such termination date. Only those expenses incurred relating to a continuous and total disability during the calendar year in which coverage terminates and the next calendar year shall be reimbursed, unless such expenses are reimbursed under any other group insurance policy or plan.

Page 7

TRW Executive Health Care Plan (EHCP)

Continuation of Coverage—COBRA
Under the provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA), you or your dependents are eligible to continue coverage, at your expense, but only if that coverage ends as the result of one of the following “qualifying events.”

1.	Termination of employment for any reason (except gross misconduct); reduction in hours, layoff or retirement;
2.	Death of the employee;
3.	Divorce or legal separation;
4.	Loss of dependent status by a dependent child due to attainment of the maximum age limitation under the Plan, or cessation of full-time schooling.

Cost of COBRA Coverage
Coverage may be continued at the same rates applicable to active employees, with an administration charge of two percent. You are required to pay the full cost of the coverage.

Duration of COBRA Coverage
If your active employee coverage would cease because of retirement, termination of employment, layoff, leave of absence, or reduction in your work hours, you or your dependents may elect to continue the existing coverage for up to 18 months from the date of the qualifying event (or up to 29 months if disabled). For all other qualifying events, you or your dependents may elect to continue coverage for up to 36 months.

However, COBRA coverage will not continue beyond the date that the earliest of the following occurs:

1.	Failure to pay the required premiums.
2.	Entitlement to Medicare.
3.	Coverage under another employer-sponsored health plan that does not contain pre-existing condition exclusions applicable to the COBRA participant.
4.	Any payment of COBRA costs by the company will not extend the applicable 18 or 36 month period.

If your dependent loses coverage as a result of a divorce or loss of dependent status, it is your or your dependent’s responsibility to advise TRW within 60 days of the later of the qualifying event or the date of loss of coverage, if you wish to continue coverage.

Any questions regarding the COBRA eligibility and coverage provisions should be directed to the TRW Benefits Service Center at 1-800-859-4567.

TRW RetireeSelect Plan
If your coverage is ceasing due to your retirement, you may be entitled to enroll in TRW’s RetireeSelect Plan (RSP). At retirement, you may elect only one option—RSP or COBRA.

Page 8

TRW Executive Health Care Plan (EHCP)

Additional Information
In providing this Plan to employees, certain legal requirements must be met. You must be fully informed of the benefits being provided and your rights regarding these benefits under the Employee Retirement Income Security Act of 1974. ERISA was signed into law to provide additional protection for employees covered under any benefit plan. Your rights, as specified by law, are described on page 11.

Plan Administration

1.	Name, Address, and Telephone Number of Employer Whose Employees are Covered by the Plan:
	TRW Inc.
	1900 Richmond Road
	Cleveland, OH 44124
	Phone No.: 216.291.7000
2.	Plan Administrator:
	TRW Inc.
	1900 Richmond Road
	Cleveland, OH 44124
	Phone No.: 216.291.7435
3.	Source of Contributions to the Plan:
	Employer and employee contributions.
4.	Plan Year:
	Plan Year ends on each December 31.
5.	The Agent for Service of Legal Process:
	Secretary
	TRW Inc.
	1900 Richmond Road
	Cleveland, OH 44124
6.	Type of Administration of the Plan:
	The Plan is insured by The Prudential HealthCare, a member company of Aetna U.S. HealthCare.
7.	Plan Numbers:
	The Plan is on file with the Department of Labor under TRW’s Employer Identification Number 34-0575430.
	The Plan number is 705.
	The Aetna U.S. HealthCare control number is 39400.
8.	Claims Notice of Decision:
	The Aetna U.S. HealthCare will provide notice of decision on a wholly or partially denied claim to the participant no later than 90 days after receipt of the claim by the Plan, unless special circumstances require an extension. If an extension is required, written notice of the extension shall be provided before the end of the initial 90-day period, and the extension itself shall not exceed 90 days from the end of the initial period. A denial notice should also give the specific reason for the denial, a specific reference to pertinent Plan provisions, a description of any additional material necessary to perfect the claim, and information on steps to be taken to appeal the denial.

Page 9

TRW Executive Health Care Plan (EHCP)

Plan Administration cont’d

9.	Appeals Process:
	If you are denied a claim, you can request a review of your claim, review pertinent documents, and submit issues and comments in writing to The Aetna U.S. HealthCare, P.O. Box 45012, Jacksonville, FL 32232-5012 within 60 days of the initial denial of your claim. The Aetna U.S. HealthCare will review the appeal no later than 60 days after its receipt, unless special circumstances require an extension, in which case a decision shall be rendered no later than 120 days after receipt of the request for review. The participant will be notified if an extension of time is needed.
10.	Plan Termination:
	TRW reserves the rights to terminate, suspend, withdraw, or amend the Plan in whole or in part at any time.

Employee Rights

As a participant in this benefit Plan at TRW Inc., you are entitled to:

• Examine, without charge, at the Plan Administrator’s office all Plan documents filed for the Plan with the U. S. Department of Labor, such as annual reports and Plan descriptions and all insurance contracts.

• Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies.

• Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes obligations upon the persons who are responsible for the operation of the employee benefit Plan. These persons are referred to as “fiduciaries” in the law. Fiduciaries must act in the interest of the Plan participants and do so prudently. Fiduciaries who violate ERISA may be removed and required to make good any losses they have caused the Plan.

Your employer may not fire you or discriminate against you to prevent you from obtaining a benefit or exercising your rights under ERISA.

If you are improperly denied a benefit in full or in part, you have a right to file suit in a federal or state court. You may also file suit in federal court if any Plan documents or any other materials to which you are entitled are not received within 30 days of your written request, and the court may require the Plan Administrator to pay up to $100 for each day’s delay until the materials are received, unless the failure was beyond the control of the Plan Administrator.

If Plan fiduciaries are misusing the Plan’s money, or if you are discriminated against for asserting your rights, you have the right to file suit in a federal court or request assistance from the U.S. Department of Labor. The court will decide who should pay court costs and legal fees. If you are successful in your lawsuit, the court may, if it so decides, require the other party to pay your legal costs, including attorney’s fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about this statement or your rights under ERISA, you should contact the Plan Administrator or the nearest Area Office of the U.S. Labor-Management Service Administration, Department of Labor.

Page 10

TRW Executive Health Care Plan (EHCP)

Appendix
Covered Expenses		Benefit
Hospital	Charges by a hospital for medical services on an inpatient or outpatient basis, including room and board, operating room, intensive care, tests, therapy, medication, and drugs dispensed for inpatient care, and other services. Covered services include medical care and diagnostic services.	100% of eligible charges
Surgery	Charges by a physician for performing surgery on an inpatient or outpatient basis. Services include the surgeon, assistant surgeon, anesthesiologist, anesthetist and other professional personnel supporting the surgical procedure.	100% of eligible charges
Prescription Drugs	Drugs requiring a prescription. Insulin is also covered.	100% of eligible charges
Major Medical	Charges for medical care and diagnostic services and equipment. Included are physician services, routine medical examinations, nursing services, rental of wheelchairs or other needed medical equipment (or purchase where appropriate), tests, therapy, and other professional health care services.	100% of eligible charges
Dental	Charges for dental services and supplies. Included are dentists, dental hygienists, prosthodontics, oral surgery, and others.	100% of eligible charges
Vision	Charges for vision services and supplies. Included are optometrists and professional eye care supplies.	100% of eligible charges

Page 11 EX-10.N 3 l86560aex10-n.htm EX-10(N) U.S. LONG-TERM RESTRICTED STOCK AGREEMENT

Exhibit 10(n)

U.S. Long-Term Restricted Stock Agreement

TERMS AND CONDITIONS

1. General

The shares of TRW Inc. Common Stock issued to you pursuant to this Agreement shall be subject to the terms and conditions described herein. These shares will be issued pursuant to the 2000 TRW Long-Term Incentive Plan and are referred to herein as the “Long-Term Restricted Stock.”

2. Vesting

The shares of Long-Term Restricted Stock issued pursuant to this Agreement will vest in two installments as follows: (i) 40 percent of the shares, rounded down to the nearest whole share, on the fourth anniversary of the date of grant and (ii) the remaining 60 percent of the shares on your 62nd birthday; provided that, in each case, you have been continuously employed in active status, providing services to TRW Inc. (“TRW”), from the date of grant through and including the applicable vesting date. On the applicable vesting date, all restrictions on transferability of such shares and the risk of forfeiture of such shares (together, the “restrictions”) shall lapse.

Notwithstanding the foregoing, the shares of Long-Term Restricted Stock issued pursuant to this Agreement will vest and all restrictions thereon will lapse immediately in respect of all of the shares covered by this Agreement in the event of the termination of your employment in the following circumstances:

(a)	your death; or
(b)	your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan).

The shares of Restricted Stock issued pursuant to this Agreement will vest and all restrictions thereon will lapse immediately in respect of all of the shares covered by this Agreement upon a change of control of TRW Inc. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

3. Termination of Employment

To the extent the shares of Long-Term Restricted Stock issued pursuant to this Agreement have not vested in accordance with Section 2 above, the voluntary or involuntary termination of your employment for any reason (except your death or disability as set forth in Section 2 above) will result in the forfeiture of such shares. Upon notice of termination of your employment, all unvested shares of Long-Term Restricted Stock issued pursuant to this Agreement will be automatically and immediately forfeited. Such shares may not be continued or replaced with cash or other consideration as a provision of any termination, severance, retention or other agreement TRW may enter into with you in connection with the termination of your employment.

Further, if the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unvested shares of Long-Term Restricted Stock will be automatically forfeited as of the time you committed such act, as determined by the Directors.

For purposes of this Agreement, involuntary termination shall be deemed to include, but shall not be limited to, terminations that are the result of individual performance, workforce reductions, reorganizations or divestitures.

4. Dividends; Voting Rights

Subject to the risk of forfeiture, from and after the date of issuance of the shares of Long-Term Restricted Stock pursuant to this Agreement until such time as such shares shall be forfeited or all restrictions thereon shall lapse, each in accordance with the terms of this Agreement, you will be entitled to all of the rights of ownership of fully-paid and nonassessable TRW Common Stock, including but not limited to voting rights and rights to receive dividends (if and as declared and paid), with respect to all shares of Long-Term Restricted Stock issued to you pursuant to this Agreement.

5. Taxes

TRW may withhold delivery of certificates for the shares to be issued pursuant to this Agreement until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of the issuance of such shares. You may elect, in accordance with applicable regulations of the Compensation Committee of TRW, to pay a portion or all of the amount of required withholding taxes in cash or in shares of TRW Common, either by delivering to TRW previously held shares of TRW Common or by having shares of TRW Common withheld from the shares issued hereunder.

6. Securities Laws

TRW may place appropriate legends on the certificates for the shares of Long-Term Restricted Stock issued pursuant to this Agreement, give stop-transfer instructions to its transfer agents

or take any other action to achieve compliance with applicable federal and state securities laws in connection with the issuance of the shares of Long-Term Restricted Stock pursuant to this Agreement or your resale of such shares.

7. Transferability

Until such time as the restrictions shall lapse, shares of Long-Term Restricted Stock issued pursuant to this Agreement are not transferable other than by will or the laws of descent and distribution.

8. Leaves of Absence

If you take a leave of absence for illness, military or governmental service or other reasons, and such leave has been specifically approved by the Chairman of the Board or the President of TRW for purposes of this Agreement, then such leave will not be treated as an interruption of your employment.

9. Certain Definitions

For purposes of this Agreement, employment with a subsidiary will be treated as equivalent to employment with TRW itself, and your continuous employment will not be deemed to be interrupted by reason of your transfer among TRW and its subsidiaries. “Subsidiary” means a corporation or other entity in an unbroken chain of entities beginning with TRW if each of the entities other than the last entity in the unbroken chain owns stock or other ownership interests possessing 50% or more of the total outstanding combined voting power of all classes of stock or other interests in the next entity in the chain. “Subsidiary” also means, if not covered by the definition of subsidiary in the preceding sentence and if specifically approved by the Chairman of the Board of TRW with respect to this Agreement, a corporation or other entity in which TRW has a direct or indirect ownership interest.

10. Miscellaneous

By accepting the shares of Long-Term Restricted Stock issued pursuant to this Agreement, you understand and agree to the following conditions:

(a) The shares of Long-Term Restricted Stock issued pursuant to this Agreement are subject to all the terms and conditions of the 2000 TRW Long-Term Incentive Plan. The Compensation Committee of TRW has authority to interpret and construe any provision of this Agreement and the 2000 TRW Long-Term Incentive Plan, and any such interpretation and construction shall be binding and conclusive. Any reference in this Agreement to the Directors of TRW includes the Executive Committee of the Directors.

(b) The issuance of shares of Long-Term Restricted Stock pursuant to this Agreement does not create any contractual or other right to receive shares or benefits in lieu of shares in the future. Any future restricted stock grants, including but not limited to the timing of any grant, number of shares and vesting provisions will be in TRW’s sole discretion.

(c) Your acceptance of the shares of Long-Term Restricted Stock issued pursuant to this Agreement is completely voluntary and is not a condition or right of your employment.

(d) The value of the shares of Long-Term Restricted Stock issued pursuant to this Agreement and any dividends payable thereon are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits or similar payments.

(e) You authorize your manager to furnish TRW (and any agent of TRW administering the program or providing program recordkeeping services) with such information and data as it shall request in order to facilitate the issuance of shares of Long-Term Restricted Stock pursuant to this Agreement. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue the shares of Long-Term Restricted Stock.

(f) Until such time as all restrictions on the shares of Long-Term Restricted Stock issued to you pursuant to this Agreement have lapsed, such shares may not be assigned, sold, encumbered or in any way transferred or alienated, except as otherwise explicitly provided in this Agreement.

(g) This Agreement is governed by and subject to U.S. law. Interpretation of this Agreement and your rights thereunder will be governed by provisions of U. S. law.

(h) This Agreement and the 2000 TRW Long-Term Incentive Plan pursuant to which the shares of Long-Term Restricted Stock have been issued to you contain all of the provisions applicable to the shares of Long-Term Restricted Stock and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing signed by an authorized officer of TRW and delivered to you.

  EX-10.O 4 l86560aex10-o.htm EX-10(O) NON-U.S. LONG-TERM RESTRICTED STOCK AGRMT

Exhibit 10(o)

Non-U.S. Long-Term Restricted Stock Agreement

TERMS AND CONDITIONS

1. General

The shares of TRW Inc. Common Stock issued to you pursuant to this Agreement shall be subject to the terms and conditions described herein. These shares will be issued pursuant to the 2000 TRW Long-Term Incentive Plan and are referred to herein as the “Long-Term Restricted Stock.”

2. Vesting

The shares of Long-Term Restricted Stock issued pursuant to this Agreement will vest in two installments as follows: (i) 40 percent of the shares, rounded down to the nearest whole share, on the fourth anniversary of the date of grant and (ii) the remaining 60 percent of the shares on your 60th birthday; provided that, in each case, you have been continuously employed in active status, providing services to TRW Inc. (“TRW”), from the date of grant through and including the applicable vesting date. On the applicable vesting date, all restrictions on transferability of such shares and the risk of forfeiture of such shares (together, the “restrictions”) shall lapse.

Notwithstanding the foregoing, the shares of Long-Term Restricted Stock issued pursuant to this Agreement will vest and all restrictions thereon will lapse immediately in respect of all of the shares covered by this Agreement in the event of the termination of your employment in the following circumstances:

(a)	your death; or
(b)	your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan).

The shares of Long-Term Restricted Stock issued pursuant to this Agreement will vest and all restrictions thereon will lapse immediately in respect of all of the shares covered by this Agreement upon a change of control of TRW Inc. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

3. Termination of Employment

To the extent the shares of Long-Term Restricted Stock issued pursuant to this Agreement have not vested in accordance with Section 2 above, the voluntary or involuntary termination of your employment for any reason (except your death or disability as set forth in Section 2 above) will result in the forfeiture of such shares. Upon notice of termination of your employment, all unvested shares of Long-Term Restricted Stock issued pursuant to this Agreement will be automatically and immediately forfeited. Such shares may not be continued or replaced with cash or other consideration as a provision of any termination, severance, retention or other agreement TRW may enter into with you in connection with the termination of your employment.

Further, if the Directors of TRW find that you intentionally committed an act, which act is inimical to the interests of TRW or a subsidiary, your unvested shares of Long-Term Restricted Stock will be automatically forfeited as of the time you committed such act, as determined by the Directors.

For purposes of this Agreement, involuntary termination shall be deemed to include, but shall not be limited to, terminations that are the result of individual performance, workforce reductions, reorganizations or divestitures.

4. Dividends; Voting Rights

Subject to the risk of forfeiture, from and after the date of issuance of the shares of Long-Term Restricted Stock pursuant to this Agreement until such time as such shares shall be forfeited or all restrictions thereon shall lapse, each in accordance with the terms of this Agreement, you will be entitled to all of the rights of ownership of fully-paid and nonassessable TRW Common Stock, including but not limited to voting rights and rights to receive dividends (if and as declared and paid), with respect to all shares of Long-Term Restricted Stock issued to you pursuant to this Agreement.

5. Taxes

TRW may withhold delivery of certificates for the shares to be issued pursuant to this Agreement until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of the issuance of such shares. You may elect, in accordance with applicable regulations of the Compensation Committee of TRW, to pay a portion or all of the amount of required withholding taxes in cash or in shares of TRW Common, either by delivering to TRW previously held shares of TRW Common or by having shares of TRW Common withheld from the shares issued hereunder.

6. Securities Laws

TRW may place appropriate legends on the certificates for the shares of Long-Term Restricted Stock issued pursuant to this Agreement, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with applicable federal and state securities laws in connection with the issuance of the shares of Long-Term Restricted Stock pursuant to this Agreement or your resale of such shares.

7. Transferability

Until such time as the restrictions shall lapse, shares of Long-Term Restricted Stock issued pursuant to this Agreement are not transferable other than by will or the laws of descent and distribution.

8. Leaves of Absence

If you take a leave of absence for illness, military or governmental service or other reasons, and such leave has been specifically approved by the Chairman of the Board or the President of TRW for purposes of this Agreement, then such leave will not be treated as an interruption of your employment.

9. Certain Definitions

For purposes of this Agreement, employment with a subsidiary will be treated as equivalent to employment with TRW itself, and your continuous employment will not be deemed to be interrupted by reason of your transfer among TRW and its subsidiaries. “Subsidiary” means a corporation or other entity in an unbroken chain of entities beginning with TRW if each of the entities other than the last entity in the unbroken chain owns stock or other ownership interests possessing 50% or more of the total outstanding combined voting power of all classes of stock or other interests in the next entity in the chain. “Subsidiary” also means, if not covered by the definition of subsidiary in the preceding sentence and if specifically approved by the Chairman of the Board of TRW with respect to this Agreement, a corporation or other entity in which TRW has a direct or indirect ownership interest.

10. Miscellaneous

By accepting the shares of Long-Term Restricted Stock issued pursuant to this Agreement, you understand and agree to the following conditions:

(a) The shares of Long-Term Restricted Stock issued pursuant to this Agreement are subject to all the terms and conditions of the 2000 TRW Long-Term Incentive Plan. The Compensation Committee of TRW has authority to interpret and construe any provision of this Agreement and the 2000 TRW Long-Term Incentive Plan, and any such interpretation and construction shall be binding and conclusive. Any reference in this Agreement to the Directors of TRW includes the Executive Committee of the Directors.

(b) The issuance of shares of Long-Term Restricted Stock pursuant to this Agreement does not create any contractual or other right to receive shares or benefits in lieu of shares in the future. Any future restricted stock grants, including but not limited to the timing of any grant, number of shares and vesting provisions will be in TRW’s sole discretion.

(c) Your acceptance of the shares of Long-Term Restricted Stock issued pursuant to this Agreement is completely voluntary and is not a condition or right of your employment.

(d) The value of the shares of Long-Term Restricted Stock issued pursuant to this Agreement and any dividends payable thereon are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits or similar payments.

(e) You authorize your manager to furnish TRW (and any agent of TRW administering the program or providing program recordkeeping services) with such information and data as it shall request in order to facilitate the issuance of shares of Long-Term Restricted Stock pursuant to this Agreement. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue the shares of Long-Term Restricted Stock.

(f) Until such time as all restrictions on the shares of Long-Term Restricted Stock issued to you pursuant to this Agreement have lapsed, such shares may not be assigned, sold, encumbered or in any way transferred or alienated, except as otherwise explicitly provided in this Agreement.

(g) This Agreement is governed by and subject to U.S. law. Interpretation of this Agreement and your rights thereunder will be governed by provisions of U. S. law.

(h) This Agreement and the 2000 TRW Long-Term Incentive Plan pursuant to which the shares of Long-Term Restricted Stock have been issued to you contain all of the provisions applicable to the shares of Long-Term Restricted Stock and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing signed by an authorized officer of TRW and delivered to you.

  EX-10.P 5 l86560aex10-p.htm EX-10(P) DEFERRED COMP PLAN FOR NON-EMPLOYEE DIR.

Exhibit 10(p)

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS OF TRW INC.

Amended and Restated as of:

January 1, 2001

Deferred Compensation Plan
for Non-Employee Directors of TRW Inc.

Table of Contents

		Page
Section 1.	Effective Date		1
Section 2.	Purpose		1
Section 3.	Eligibility		1
Section 4.	Administration		1
Section 5.	Deferral of Compensation		2
Section 6.	Effect of Deferral Elections		3
Section 7.	Deferred Compensation Account		4
Section 8.	Value of Deferred Compensation Accounts		5
Section 9.	Distribution of Account		5
Section 10.	Acceleration of Account Distribution Due to Unforeseeable Emergency		7
Section 11.	Death of Eligible Director; Distribution of Account Balance		8
Section 12.	Acceleration of Account Distribution Due to Change in Control		8
Section 13.	Eligible Directors’ Rights Unsecured		10
Section 14.	Assignability		10
Section 15.	Amendment		10

SECTION 1.  Effective Date.

      The effective date of the Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (the “Plan”) is July 1, 1997 (the “Effective Date”).

SECTION 2.  Purpose.

      The purposes of the Plan are to align a significant portion of Director compensation with creating and sustaining shareholder value and to attract and retain a diverse and truly superior Board of Directors. The Plan is intended to serve as the mechanism that will allow each eligible Director to defer all or a portion of the compensation otherwise payable to him or her for his or her services to TRW Inc. (the “Company”).

SECTION 3.   Eligibility.

      Each Director of the Company who is not an employee of the Company or of one of its subsidiaries shall be eligible to, and shall participate in, the Plan (the “Eligible Director”). Following the Effective Date of the Plan, (i) a non-employee Director will be deemed an Eligible Director as of the effective date of his or her election as a Director of the Company, and (ii) an employee Director will be deemed an Eligible Director as of the date he or she ceases to be an employee of the Company or of one of its subsidiaries but continues to be a Director, in accordance with the provisions of the Directors’ retirement policy as amended from time to time. Eligibility to receive and defer compensation pursuant to this Plan will cease upon the earlier of the Eligible Director’s termination of service as a Director of the Company or upon his or her death.

SECTION 4.  Administration.

      The Plan shall be administered by a committee (the “Committee”) consisting of the following three officers of the Company: the Executive Vice President and Chief

Financial Officer, the Executive Vice President and General Counsel, and the Executive Vice President of Human Resources. The Committee shall have the power to (i) determine all questions of fact or interpretation regarding Plan provisions; (ii) adopt rules, regulations and procedures deemed necessary and appropriate to carry out the Plan’s operation; and (iii) maintain or cause to be maintained necessary and appropriate records. The Committee’s determinations on questions of fact or interpretation of Plan provisions will be binding on all parties.

      The Committee may delegate its authority to carry out specific responsibilities given to it under the Plan.

SECTION 5.  Deferral of Compensation.

      (a) Automatic Deferral. One-half (50 percent) of the annual retainer, exclusive of any retainer paid for chairing a Committee of the Directors, (the “Base Annual Retainer”) otherwise payable by the Company to an Eligible Director for his or her services to the Company on or after the Effective Date, will be automatically deferred in equivalent shares of TRW Common Stock (the “Automatic Deferral”) under the Plan. The shares will be held in trust for the Eligible Director’s benefit.

      (b) Elective Deferral. In addition to the Automatic Deferral described above, an Eligible Director may elect to defer all or a portion of the remaining 50 percent of his or her Base Annual Retainer (the “Elective Deferral”), expressed either as a dollar amount or as a percentage, and any retainer that he or she may receive for chairing one of the Committees of the Directors of the Company (together, the “Available Retainer”), as well as any additional compensation set for committees, assignments or the performance of special projects.

      With respect to the initial elections under the Plan for 1997, an Eligible Director may elect to defer all or any portion of the Available Retainer for services to

– 2 –

be performed on or after the Effective Date, by completing a deferral election form prescribed by the Secretary of the Company (the “Secretary”) and returning it to the Secretary with the following effect: (i) on or before June 13, 1997 for effect as of July 1; (ii) on or before July 15, 1997 for effect by August 1; and (iii) on or before July 31, 1997 for effect September 1.

      An Eligible Director who (i) is elected a Director of the Company following the Effective Date of the Plan or (ii) ceases to be an employee of the Company or one of its subsidiaries but continues to be a Director may choose to defer all or any portion of the Available Retainer for his or her subsequent services to the Company, provided that the prescribed deferral election form is delivered to the Secretary within 30 days after the effective date of the Eligible Director’s (i) election as a Director of the Company or (ii) change in employment status.

      For years subsequent to 1997, an Eligible Director who elects to defer all or a portion of the Available Retainer must execute the prescribed election form and deliver it to the Secretary prior to the first day of the calendar year for which the election is to be effective. If the Director becomes eligible to participate in the Plan during the calendar year, the prescribed deferral election form must be delivered to the Secretary within 30 days after the effective date of the Eligible Director’s (i) election as a Director of the Company or (ii) change in employment status.

SECTION 6.  Effect of Deferral Elections.

      Deferral elections, expressed either as a dollar amount or as a percentage, made under this Plan with respect to any calendar year may not be amended or revoked after the beginning of the calendar year with respect to compensation to be received for services performed during that calendar year.

– 3 –

SECTION 7.  Deferred Compensation Account.

      As of the Effective Date of the Plan, or the effective date of the Director’s eligibility, as appropriate, the Company shall establish an unfunded deferred compensation account (the “Account”) for each Eligible Director consisting of an Automatic Deferral portion and an Elective Deferral portion, if any.

      (a) Automatic Deferral Portion. The Company will establish a trust account for the benefit of the Eligible Directors. On the first business day of each month, the Company will transfer to the trustee of the trust account one-twelfth (1/12) of the amount of each Eligible Director’s Automatic Deferral, to be used by the trustee to purchase equivalent shares of TRW Common Stock that will be held in the trust account. The trustee will participate in the Company’s Dividend Reinvestment Plan, and all cash dividends will be reinvested in TRW Common Stock for the Eligible Directors’ benefit.

      (b) Elective Deferral Portion. This portion of the Eligible Director’s Account will consist of (i) amounts rolled over from the Eligible Director’s Account under the former Deferred Compensation Plan for Non-Employee Directors of TRW Inc., if applicable, and (ii) any portion of the Available Retainer that the Eligible Director elects to defer. These amounts will be held in phantom accounts and indexed to the performance of one or more investment funds established under The TRW Employee Stock Ownership and Stock Savings Plan (the “Stock Savings Plan”).

      Allocation of the Elective Deferral portion of the Eligible Director’s Account to any of the available investment funds must be made in increments of 1 percent. The Eligible Director’s allocation choices shall be implemented as soon as practicable, in the sole discretion of the Committee.

– 4 –

      Subject to any restrictions imposed by Section 16(b) of the Securities Exchange Act of 1934, the Eligible Director may, at any time, (i) change his or her allocation choices with respect to future Elective Deferrals or (ii) reallocate the hypothetical investment earnings in the existing Elective Deferral portion of his or her Account. Changes or reallocations so made must also be in increments of 1 percent.

      The Committee shall have the right to substitute investment fund choices for the Elective Deferral portion of the Accounts from time to time, without adversely affecting existing accruals in the Eligible Directors’ Accounts.

      Hypothetical investment earnings shall continue to accrue until the Eligible Director’s Account is fully distributed.

SECTION 8.  Value of Deferred Compensation Accounts.

      The value of each Eligible Director’s Account shall reflect all amounts deferred, including gains and losses from the hypothetical investments, and shall be determined on the last day of each month (the “Valuation Date”). The value of hypothetical investments in the Stock Savings Plan shall be based upon the valuation date under the Stock Savings Plan coincident with or immediately preceding such Valuation Dates.

      The amount in an Eligible Director’s Account as of each Valuation Date that has not been previously deemed invested shall be deemed invested in a hypothetical investment on such date, based on the value of the hypothetical investment on such date.

SECTION 9.  Distribution of Account.

      No distributions may be made from an Eligible Director’s Account, except as provided in this Section and Sections 11 and 12.

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      (a) Automatic Deferral Portion. Automatic Deferral amounts and earnings from the Company’s Dividend Reinvestment Plan credited to an Account shall be distributed, beginning as soon as practicable, after the Eligible Director ceases to hold office as a Director of the Company. The distribution shall be made in whole shares of TRW Common Stock, valued at the fair market value of a share of TRW Common Stock on the date of distribution. The Eligible Director shall specify, at the time set forth in Section 5 for making Elective Deferrals, how distribution is to be made with respect to this portion of his or her Account:

(1)	as a single payment, with any fractional shares being paid in cash; or
(2)	in regular annual installments payable over a period not to exceed 10 years, with fractional shares paid in cash at the time of the final installment payment.

      (b) Elective Deferral Portion. Elective Deferral amounts and the relevant hypothetical investment earnings credited to an Account shall be distributed in accordance with the instructions given to the Secretary by the Eligible Director at the time of his or her election to defer all or a portion of the Available Retainer and may begin as of:

(1)	the date the Eligible Director ceases to hold office as a Director of the Company;
(2)	the date the Eligible Director reaches an age at which he or she may earn unlimited amounts without penalty under the Social Security Act and the regulations promulgated thereunder; or

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 (3) such other date specified by the Eligible Director on the election form (at least two years from the date deferral of compensation begins).

Distribution of an Account may be made as a single payment or in regular annual installments over a period of not more than 10 years.

      All distributions from the Elective Deferral portion of the Account will be made in cash, denominated and payable in United States dollars, equal to the amounts deferred and any gains or losses on those amounts, based on the performance of the investment funds to which the Eligible Director allocated his or her deferred compensation.

      The Eligible Director may change his or her Elective Deferral distribution instructions by subsequent written notice to the Secretary, but any such change will apply only to future deferrals. If an Eligible Director should fail to give the Secretary instructions as to the type of distribution preferred, his or her Account will be distributed as a single payment as soon as practicable following the date on which he or she ceases to hold office as a Director of the Company.

SECTION 10.  Acceleration of Account Distribution Due to Unforeseeable Emergency.

      An Eligible Director will be permitted to receive distribution of all or a part of the Elective Deferral portion of his or her Account if the Committee determines that an unforeseeable emergency has occurred. An unforeseeable emergency is one that is caused by an event beyond the Eligible Director’s control and that would cause severe financial hardship to him or her if the distribution of all or a part of the Elective Deferral portion of his or her Account were not approved. Any distribution approved under this provision shall be limited to the amount deemed necessary to meet the emergency.

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SECTION 11.  Death of Eligible Director; Distribution of Account Balance.

      In the event of the death of an Eligible Director before he or she has received full distribution of his or her Account, the value of the Account balance remaining to be distributed shall be determined as of the Valuation Date coincident with or immediately following the Eligible Director’s death. The Account balance shall, as soon as practicable, be distributed in a single payment to the beneficiary or beneficiaries designated by the Eligible Director. In the event that an Eligible Director has failed to name a beneficiary, his or her Account balance shall be distributed to his or her estate.

SECTION 12.  Acceleration of Account Distribution Due to Change in Control.

      In the event of a change in control of the Company, an Eligible Director’s Account balance may become subject to immediate distribution in accordance with the Eligible Director’s election instructions; provided, however, that the Eligible Director specifically stipulated on his or her election form that such accelerated payout be made. For purposes of this Plan, a change in control, as defined in resolutions adopted by the Compensation and Stock Option Committee of the Directors of the Company on July 26, 1989, will be deemed to have occurred if:

(i)

the Corporation is merged or consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 51 percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock (“Voting Stock” consists of the then-outstanding securities entitled to vote generally in the election of Directors of the Corporation) immediately prior to such transaction;

(ii)

the Corporation sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person if less than 51 percent of the combined voting power of the then-outstanding voting securities of such corporation or person immediately after such sale or transfer is held in the aggregate

– 8 –

	by the holders of Voting Stock immediately prior to such sale or transfer;
(iii)	there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20 percent or more of the combined voting power of the Voting Stock;
(iv)	the Corporation shall file a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder (or any successor schedule, form or report or item therein) that a change in control of the Corporation has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or
(v)	during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Corporation’s shareholders, of each Director of the Corporation first elected during such period was approved by a vote of at least two-thirds of the Directors of the Corporation then still in office who were Directors of the Corporation at the beginning of any such period.

Notwithstanding the foregoing definition, a “change in control” shall not be deemed to have occurred solely because (i) the Corporation, (ii) an entity in which the Corporation directly or indirectly beneficially owns more that 50 percent of the voting securities or (iii) any employee stock ownership plan sponsored by the Corporation or any other employee benefit plan of the Corporation, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Item 1 of Form 8-K or Item 6(e) of Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of

– 9 –

Voting Stock, whether in excess of 20 percent or otherwise, or because the Corporation reports that a change in control of the Corporation has or may have occurred or will or may occur in the future by reason of such beneficial ownership...

SECTION 13.  Eligible Directors’ Rights Unsecured.

      This Plan is deemed unfunded for tax purposes and is not governed by the Employee Retirement Income Security Act of 1974. Consequently, for purposes of this Plan, no assets shall be segregated and placed beyond the reach of the Company’s general creditors. The right of an Eligible Director to receive future installments under the provisions of this Plan shall be an unsecured claim against the general assets of the Company. Accordingly, the Eligible Directors will have the status of general unsecured creditors of the Company, and the Plan constitutes a mere promise by the Company to make Account distributions in the future.

SECTION 14.  Assignability.

      The right of the Eligible Director, or of his or her beneficiary, to receive distribution of his or her Account pursuant to the provisions of this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Eligible Director, or of his or her beneficiary, except by will or by the laws of descent and distribution.

SECTION 15.  Amendment.

      This Plan may at any time or from time to time be amended, modified or terminated by the Directors or the Executive Committee of the Directors of the Company. No amendment, modification or termination shall adversely affect an Eligible Director’s Account, without his or her consent.

– 10 – EX-10.T 6 l86560aex10-t.htm EX-10(T) TRW INC. DEFERRED COMPENSATION PLAN

Exhibit 10(t)

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, 2001, 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 or the Service Provider 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 §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 §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.

1.4 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 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. Daily.

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) A person (who must be a U.S. resident on a U.S. payroll of the Corporation) 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 (b) a person who is employed at Operational Incentive Plan Level III or above on the U.S. payroll of either TRW Overseas Inc. or TRW Systems Overseas Inc. at the end of the year for which a Deferral Election applies, or (c) a person who would qualify under clause (a) or (b) above but for the fact that such person retires or is terminated due to a divestiture after executing a valid Deferral Election in the year the retirement or termination 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 §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 $170,000 (or such greater or lesser sum if the qualified benefit plan limitation is changed by the Internal Revenue Service) in the

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year of the Deferral Election or (ii) is already a participant in TRW’s supplemental nonqualified benefit plans or (iii) is an Operational Incentive Plan Level III or above employee and is on the U.S. payroll of 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-twelfth 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 §1274(d) or any successor provision and in effect on the first business day of each calendar month.

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; provided, however, that effective July 1, 2000, any changes to the investment funds offered to participants under the TRW Employee Stock Ownership and Savings Plan will result in a change to the investment options available under the Plan only if and when such changes are approved by the Chairman of the Board, the General Counsel and the Executive Vice President – Human Resources of TRW; and, provided further that the self-directed brokerage window to be offered to participants under the TRW Employee Stock Ownership and Savings Plan effective July 5, 2000, will not be made available as an investment option under the Plan.

1.21 Participant. An Eligible Employee who has elected to participate in the Plan and has executed and filed with TRW (or, if TRW has designated a Service Provider for such purpose, that Service Provider) 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.

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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.

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 and/or Investment Fund Returns accrued thereon or charged thereto, as to which the Participant has elected payment of his Plan Benefit in either five years or ten years from the Date of Deposit; provided, however, that if two Pre-Retirement Payment Sub-Accounts provide for Plan Benefits to be payable in the same year, both such Pre-Retirement Payment Sub-Accounts shall be considered a single Pre-Retirement Payment Sub-Account for purposes of Sections 3.1(b)(iii), 3.3, 4.4 and 4.5.

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 and/or Investment Fund Returns accrued thereon or charged thereto, as to which the Plan Benefit is intended to be payable following retirement of the Participant from the Corporation.

1.28 Service Provider. Putnam Fiduciary Trust Company, or such other entity selected by the Committee or the Special Committee to perform certain recordkeeping, administrative, communication and/or other functions related to the Plan.

1.29 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.

1.30 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).

1.31 Sub-Account. A Pre-Retirement Payment Sub-Account or a Retirement Payment Sub-Account.

1.32 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

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employment from TRW to an Affiliate, from an Affiliate to another Affiliate or from an Affiliate to TRW).

1.33 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 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

5

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 annual installments from two to ten years). 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 of Human Resources (or, if indicated by TRW, the Service Provider) 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 of Incentive Bonus and the percentage of Strategic Grant in respect of a specified TRW fiscal year to be deferred;

      (ii) 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);

      (iii) the Investment Fund Returns and/or Interest Rate to be credited to the Participant’s entire Sub-Account applicable to the payout year, or, if the deferred amount is to be paid out following retirement, the entire Retirement Payment Sub-Account (if the Eligible Employee does not specify such matters, 100% of the amount deferred for such fiscal year and all amounts in the applicable Sub-Account with the same payout

6

      year, or the Retirement Payment Sub-Account, as the case may be, shall be credited with the Interest Rate).

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(e) 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 or the Service Provider, if indicated by TRW, 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 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 be in increments of 1% for each of the Strategic Grant and Incentive Bonus, which election percentages do not need to be identical (provided that an Eligible Employee may elect to defer a portion of his Incentive Bonus and none of his Strategic Grant and vice versa).

3.3 Modification of Deferral Election. By notice to TRW (or, the Service Provider, if designated by TRW), in the manner specified by 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. A Participant may change his or her elections made pursuant to 3.1(b)(iii) for a particular Deferral Election at any time prior to February 1 of the year in which the Incentive Compensation is actually deferred by communicating such changes to TRW or, if designated by TRW, to the Service Provider, in the manner specified by TRW.

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

7

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 4.5 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 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 Interest and Investment Fund Return Changes. A Participant may, on a daily basis, revise the Investment Fund Returns and/or Interest Rate to be credited to any of such Participant’s Sub-Accounts on a daily basis by communicating such changes to TRW or, if TRW has selected a Service Provider, to the Service Provider, in the manner communicated from time to time by TRW to the Participant. Such elections must be made in increments of 1%. Such changes shall take effect in accordance with the timeframes established by TRW or the Service Provider, as the case may be.

4.5 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, (iii) 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; provided, however, that interest and dividend performance under PIMCO Total Return Fund and PRIMCO Stable Value Fund will be accrued daily and credited monthly, less (iv) the amount of all Plan Benefits, if any, paid during the period since the last preceding Determination Date; provided, however, that for any payment of a Plan Benefit payable pursuant to Article V during the month of January, the value of each Sub-Account shall be calculated as of

8

the December 31 preceding the date of payment, and Investment Fund Returns or Interest on the amount paid out shall cease to accrue as of such December 31. For new allocations of Deferred Compensation deferred to a Participant’s Account in the month of February, Investment Fund Returns and Interest will be credited retroactive to February 1.

4.6 Statement of Accounts. TRW shall submit or cause the Service Provider to submit to each Participant, no less frequently than quarterly, within a reasonable period after the end of each calendar quarter, 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 quarter, the Deferred Compensation and Investment Fund Returns credited or charged, or Interest accrued thereon, to each Sub-Account during the quarter and the payments of the Plan Benefits from each Sub-Account during the quarter.

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, plus the gains or losses on the balance of his Account for the period from the Determination Date immediately preceding such Termination of Employment through the December 31 preceding the date of payment based upon the applicable Investment Fund Returns or Interest Rate. Such Plan Benefit shall be payable as a single sum during the January following such Termination of Employment. 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 be payable in accordance with such Participant’s original Deferral Election or in one lump sum the January following such Participant’s termination of employment from such entity (or its successor), whichever occurs first. 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 the December 31 preceding 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

9

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 two months prior to retirement to change such payment into annual installments from two to ten years 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; provided further, however, that if the amount in the Retirement Payment Sub-Account is less than $5,000 valued at December 31 of any year, the balance in the Retirement Payment Sub-Account shall be paid in a lump sum in the January following retirement or any January thereafter in which such Participant’s Retirement Payment Sub-Account falls below $5,000. 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(f) 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 accordance with the Participant’s original Deferral Election. In the event of death of a Participant after payouts have begun from such Participant’s Retirement Payment Sub-Account, payouts will continue to be made to the beneficiary or estate until paid out completely, subject to the third provision of the first sentence of this Section 5.1(b).

      (c) In the event that a Participant’s Termination of Employment occurs as a result of a layoff, the 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, payable in one lump sum during the January following the date that is 12 months following Participant’s Termination of Employment. The Participant’s Account shall be credited with gains or losses on the balance of his Account for the period from such Determination Date through the December 31 preceding the date of payment based upon the applicable Investment Fund Returns or Interest Rate. If the Participant retires during the 12-month period following his Termination of Employment, the Plan Benefit to which he is entitled shall be calculated and paid in accordance with Section 5.1(b).

      (d) 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).

10

      (e) 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 by the end of January 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 (other than as a result of retirement), payment of the Participant’s Plan Benefits shall be made as provided in Section 5.1(a).

      (f) If the payments from the Participant’s Retirement Payment Sub-Account are to be paid in installment form, such installments shall be paid in ten annual installments (or in such number of annual installments approved by the Special Committee or the Committee pursuant to Section 2.5) by the end of January of each year in which an installment is to be made. 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) or as most recently revised pursuant to Section 4.4.

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(e), 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.

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.

11

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.

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

12

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.

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

13

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.

ARTICLE IX

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.

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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.

15 EX-10.U 7 l86560aex10-u.htm EX-10(U) TRW BENEFITS EQUALIZATION PLAN

Exhibit 10(u)

TRW BENEFITS EQUALIZATION PLAN

Amended and Restated

Effective January 1, 2001

1. Purpose. The purpose of the TRW Benefits Equalization Plan (“BEP”), as amended and restated effective January 1, 2001, is to provide supplemental retirement and death benefits to those management and highly-compensated employees of TRW Inc. and its subsidiaries (“TRW”) whose benefits under the TRW Employee Stock Ownership and Savings Plan (the “Stock Savings Plan”) are limited by reason of:

      a. the limitations on compensation under §401(a)(17) of the Internal Revenue Code of 1986 (“Code”);

      b. the dollar limitations on elective deferrals under Code §402(g)(1);

      c. the limitations on the amount that TRW can contribute as “TRW Matching Contributions” as defined under the Stock Savings Plan without exceeding the amount provided by Code §415(c)(1)(A); and

      d. the exclusion of compensation otherwise included as “Compensation” under the Stock Savings Plan due to the fact that (i) such compensation was deferred under the provisions of the TRW Inc. Deferred Compensation Plan (“DC Plan”) rather than received or (ii) a determination was made by TRW that such inclusion could violate the regulations under Code §401(a)(4).

      The BEP is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act (“ERISA”) and is designed to provide benefits which mirror the provisions of the Stock Savings Plan but cannot be paid from the Stock Savings Plan because of certain Code limitations.

2. Eligibility. An employee whose base pay and other compensation paid or deferred in a calendar year exceeds the compensation limitations of Code §401(a)(17) for such year will be eligible to participate in the BEP for the immediately following calendar year provided he or she is otherwise eligible, and has elected, to participate in the Stock Savings Plan and has timely elected to participate in the BEP. Once an employee has timely elected to participate in the BEP, he or she will continue to be eligible to participate in subsequent years even if his or her base pay and other compensation paid (or deferred) falls below the compensation limit of Code §401(a)(17). However, if an employee fails to timely elect to participate in the BEP upon becoming eligible, such employee will cease to be eligible to participate in the BEP if his or her base pay and bonus paid (or deferred) falls below the compensation limit of Code §401(a)(17).

3. Accounts.

      a. An account (“Account”) shall be established in the name of each eligible employee who has timely elected to participate (a “Participant”) into which shall be credited the following amounts:

      i. that percentage of the Participant’s current compensation which the Participant elected to contribute to the Stock Savings Plan as “Before-Tax Contributions” and that percentage of the Participant’s current compensation which the Company would have contributed to the Stock Savings Plan as “TRW Matching Contributions” (both terms as defined under the Stock Savings Plan) to the extent that such amounts cannot be contributed to the Stock Savings Plan due to any of the reasons identified in Section 1; provided, however, that the percentage of the Participant’s compensation credited to the Account, when combined with the percentage elected under the Stock Savings Plan, may not at any time be greater than that amount of “Before-Tax Contributions” which the Participant would be permitted to contribute, as a highly-compensated Participant, to the Stock Savings Plan without regard to the above-referenced limitations; and further provided, that the TRW Matching Contributions credited to the Account shall be reduced by any amounts actually contributed for the Participant by the Company to the Stock Savings Plan as TRW Matching Contributions; plus

      ii. investment performance on a daily basis on the amounts credited under Section 3.a.i. above in accordance with the Participant’s election as provided in Section 4 below; provided, however that interest and dividend performance under PIMCO Total Return Fund and PRIMCO Stable Value fund will be accrued daily and credited monthly.

      b. The Participant’s annual election to participate in the BEP by having his Account credited as provided in Section 3.a. shall be filed with Putnam Fiduciary Trust Company (“Putnam”) in a prescribed manner and shall be filed at such time as the Committee may specify, but in all cases prior to the time such compensation is to be earned by the Participant. No changes in the percentage of compensation credited to the Account shall be made during the calendar year following the election, unless the Participant elects zero percent.

      c. Participants shall have, at all times, a nonforfeitable interest in the amounts credited to their Accounts, subject to the provisions of Section 6.e.

      d. Participants shall receive, no less frequently than quarterly, a statement of their Account within a reasonable period after the end of each calendar quarter.

4. Earnings.

      a. Each Participant in the BEP may elect to have monies credited to his or her Account based upon the performance of the same investment fund options offered to Participants under the Stock Savings Plan; provided, however, that effective July 1, 2000, any changes to the investment funds offered to participants under the Stock Savings Plan will result in a change to the investment options available under the BEP only if and when such changes are approved by the Chairman of the Board, the General Counsel and the Executive Vice President – Human Resources of TRW; and provided further that the self-directed brokerage window to be offered to participants under the Stock Savings Plan effective July 5, 2000, will not be made available as an investment option under the BEP; such election may be made by allocating the entire Account to one of the earnings options or by allocating the Account between selected investment fund options in one percent multiples. Each Participant may change his or her election on a daily basis with Putnam through its online or automated voice response unit or through a BEP Customer Service Representative.

      b. All TRW Matching Contributions allocated to a Participant’s Account will be credited in the same manner as the Participant’s election under Section 4.a.

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5. Time of Payment.

      a. Except as otherwise provided herein, payment of the Account to the Participant (or, in the event of his death, to his beneficiary as designated in writing to the Committee) shall be made as of the January following the following events:

      i. the Participant’s becoming disabled as defined by the terms and conditions of the Stock Savings Plan;

      ii. the death of the Participant; or

      iii. the termination of the Participant’s employment with TRW through retirement or otherwise.

      b. Notwithstanding Section 5.a.iii., if the Participant’s termination of employment is the result of the divestiture of the unit or operations of TRW where the Participant worked prior to termination of employment and the Participant obtains employment with the entity that acquired such operations (“successor employer”), the BEP benefit shall not be payable until such Participant’s termination of employment with the successor employer, except as provided under Section 6.d.

      c. Notwithstanding the above, the Directors/Committee, upon determining that the Participant has suffered an emergency event beyond his control which would impose an immediate and heavy financial hardship if the payment of his benefits were not made, may pay to the Participant that part of his Account which is needed to satisfy such hardship. Further, for purposes of Section 5.a.iii, a Participant’s employment with TRW will not be deemed to have terminated following the Participant’s layoff until the earlier of the end of the twelve-month period following layoff (without a return to TRW employment) or the date on which the Participant retires under any TRW-sponsored pension plan.

6. Payment of Benefits.

      a. Subject to Section 6.b., the automatic form of payment of monies in the Account in the event of a termination of employment due to retirement shall be ten equal annual installments, payable during the month of January; provided, however, that the Participant can petition the Directors or the Committee at any time at least two months prior to the Participant’s eligibility for payout from the Stock Savings Plan to change such payment to any lesser number of annual installments or to a single sum. If annual installments are paid, the balance of the Account shall continue to be credited with investment performance as previously elected by the Participant in accordance with Section 4. The form of payment of monies in the Account for a termination of employment other than retirement shall be a single sum, payable during the month of January following termination of employment. If a Participant’s employment terminates due to layoff, payment of monies in his Account will be made in a single sum during the month of January following the end of the 12-month period following layoff; provided, however, that if a Participant retires during the 12-month period following layoff, payment will be made in accordance with the automatic form of payment for retirements. The form of payment of monies in the Account in the event that a Participant’s termination of employment occurs due to his death shall be a single sum, payable during the month of January following the Participant’s date of death; provided, however, that if a participant shall die while receiving retirement installments, installments shall continue to the beneficiary or estate until the Account is completely paid out.

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      b. Upon approval by the Directors/Committee, any election of a form of payment other than the automatic form of payment for a retirement provided in this Section shall be irrevocable.

      c. Payment of the Account shall be made in the form of cash unless the Directors/Committee determines in its discretion that it is appropriate to pay that portion of the Participant’s Account attributable to TRW Matching Contributions and earnings thereon in shares of TRW common stock, in which event such distribution of shares shall occur no earlier than six months following the date that the Participant is last employed by TRW.

      d. If the balance in the Participant’s Account under the BEP, determined as of any of the events described in Section 5.a. above or following payment of any retirement installment payment, is less than $5,000, said Account balance shall automatically be paid out in a single sum in the first January following said event or installment payment.

      e. Payments under the BEP shall be made by TRW, with any appropriate reimbursement being made by subsidiaries of TRW. The BEP shall be unfunded, and TRW shall not be required to establish any special or separate fund nor to make any other segregation of assets in order to assure the payment of any amounts under the BEP. Participants in the BEP have the status of general unsecured creditors of TRW and the BEP constitutes a mere promise by TRW to make benefit payments in the future.

7. Non-Alienation of Benefits. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, mortgage or otherwise encumber, in advance of actual receipt, any BEP benefit. Any such attempted assignment or transfer shall be ineffective; TRW’s sole obligation under the BEP shall be to pay benefits to the Participant, his beneficiary or his estate, as appropriate. No part of any BEP benefit shall, prior to actual payment, be subject to the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person; nor shall any BEP 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 or permitted by law.

8. Directors/Committee. For purposes of the BEP, “Directors” shall mean the Compensation Committee of the Directors of TRW Inc. with respect to the approval of benefits of any Participant who is, or ever was, either a Director of TRW, a member of the Chief Executive Office, or a member of the Management Committee. With respect to the approval of benefits of other Participants, “Committee” shall refer to a Special Committee consisting of those three employees of TRW Inc. who occupy the most senior positions in the Company Staff Finance, Human Resources, and Law Departments. The Committee or its delegate shall interpret the provisions of the BEP, determine the rights and status of Participants and beneficiaries hereunder, and handle the general administration of the BEP. Such interpretations and determinations shall be final and conclusive as to all interested persons.

9. Claims Procedure. If a claim for a BEP benefit is denied, in whole or in part, a written notice of denial provided to the Participant shall state the reasons for denial, a description of any additional material or information required; and an explanation of the claim review procedure. Any person whose claim, upon his written request for review, is again denied may make a second request for review. A decision on such second request shall normally be made within sixty days.

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10. Amendment and Termination. Nothing herein shall be construed to constitute a contract between TRW and the Participants to continue the BEP, and TRW Inc.’s Directors in their sole discretion may terminate or discontinue the BEP at any time and may at any time and from time to time amend any or all of its provisions; provided, however, that no termination or amendment shall reduce amounts credited prior to such termination or amendment.

11. Miscellaneous Provisions.

      a. As used in this document, the masculine gender shall include the feminine and the singular shall include the plural. To the extent that any term is not defined under the BEP, it shall have the same meaning as defined in the Stock Savings Plan.

      b. Employment rights with TRW shall not be enlarged or affected by the existence of the BEP.

      c. In case any provision of the BEP shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions.

      d. The BEP shall be governed by the laws of the State of Ohio, to the extent not preempted by ERISA.

-5- EX-10.Y 8 l86560aex10-y.htm EX-10(Y) BDM INT. DEFINED CONT. SUP. EXEC RET PLAN

Exhibit 10(y)

BDM INTERNATIONAL, INC.

DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective October 8, 1993

TABLE OF CONTENTS

				PAGE
Article 1		-	NAME AND DEFINITIONS
	1.1		Name	2
	1.2		Definitions	2
Article 2		-	BENEFITS
	2.1		Computation of Benefits	4
	2.2		Form of Retirement Benefit Payments	4
	2.3		Death Before Benefit Payments Commence	6
	2.4		Time of Benefit Payments	6
Article 3		-	ADMINISTRATION
	3.1		Duties of Committee	7
	3.2		Finality of Decisions	7
Article 4		-	AMENDMENT, TERMINATION, AND LOSS OF BENEFITS
	4.1		Amendment and Termination	8
	4.2		Contractual Obligation	8
	4.3		Loss of Benefits	8
Article 5		-	MISCELLANEOUS
	5.1		Rights of Participants	9
	5.2		Inalienability of Benefits	9
	5.3		Applicable Law	9
	5.4		Unfunded Plan	9
	5.5		Successor Organizations	9
Exhibit A

BDM INTERNATIONAL, INC.

Defined Contribution Supplemental Executive Retirement Plan

(Effective October 8, 1993)

      BDM International, Inc. hereby establishes the BDM International, Inc. Defined Contribution Supplemental Executive Retirement Plan for the benefit of eligible employees effective October 8, 1993.

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Article 1

NAME AND DEFINITIONS

1.1	Name. The plan as set forth herein or in any amendment hereof shall be known as the BDM International, Inc. Defined Contribution Supplemental Executive Retirement Plan, herein referred to as the “Plan.”
1.2	Definitions. For purposes of this Plan, the following terms, when capitalized, shall have the following meanings:

a.	“Actuarially Equivalent” shall mean having the same value when computed based on the UP-1984 Table and 8% interest.
b.	“Beneficiary” means a person designated by the Member, with the right of the Member to change the designation, or the Member’s estate if the Member does not designate a person or the designated person does not survive the Member.
c.	“Board” means the Board of Directors of BDM International, Inc., or any successor thereto.
d.	“Code” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.
e.	“Committee” means the Compensation Committee of the Board.
f.	“Company” means BDM International, Inc., any successor thereto, or any subsidiary thereof.
g.	“Member” means the individuals set forth in Exhibit A, plus any other individuals specifically designated by the Board to participate in the Plan.
h.	“Regular Full-Time Employee” means an individual in the full-time employment of the Company in an established job requiring a minimum of forty Hours of Service per week; provided, however, that an individual is not a “Regular Full-Time Employee” while he is on disability or a leave of absence or if he is employed on a temporary basis.

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Article 2

BENEFITS

2.1

Computation of Benefits. Each Member shall be entitled to a benefit which is Actuarially Equivalent to an account balance. Such account balance will be credited with the contribution amount set forth opposite the Member’s name in Exhibit A, attached hereto, each December 31 the Member is employed by the Company from his Date of Membership, as specified in Exhibit A, to his date of termination of employment with the Company, inclusive. Notwithstanding the preceding sentence, the account balance will be credited with the contribution amount on a December 31 only if the Member was continuously employed by the Company during the preceding 12 months as a Regular Full-Time Employee. On each December 31 the Member is employed by the Company from his date of Membership, as specified in Exhibit A, to his date of termination of employment with the Company, inclusive, such account balance (before being credited with the contribution amount on such December 31) will be credited with interest at the rate of 8%. The benefit shall be payable in one of the forms described in Section 2.2 or 2.3, commencing at the time described in Section 2.4.

2.2

Form of Retirement Benefit Payments.

a. A Member may elect to have his benefit, as determined under Section 2.1, paid in one of the following forms if he survives to the time of benefit payments described in Section 2.4:

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i.	A monthly benefit payable for life to the Member. Benefit payments under this option shall terminate with the monthly payment preceding the date of death of the Member.
ii.	A joint and survivor benefit providing a monthly benefit payable for life to the Member, with 100%, 66-2/3% or 50% of the benefit, as elected by the Member, continuing after his death for the remaining lifetime of a beneficiary the Member last designates prior to the time of benefit payments described in Section 2.4. Benefit payments under this option shall terminate with the monthly payment preceding the date of death of the Member or such beneficiary, whoever is last to survive.
iii.	A ten-year certain and life benefit providing a monthly benefit payable for life to the Member with 120 monthly payments guaranteed to the Member or his Beneficiary in the event of the Member’s death. Benefit payments under this option shall terminate with the later of the monthly benefit payment preceding the date of death of the Member or the 120th monthly benefit payment.

b. The election of any form of benefit shall become effective only at the time of benefit payments described in Section 2.4. The election may be made or revoked by the Member without the consent of any other person, shall be made or revoked on a form prescribed by and filed with the Committee, and may be made or revoked at any time before the time of benefit payments. If the Member fails to make a timely election of a form of benefit or revokes a prior election and fails to make a timely election of a new form of benefit, the benefit shall be paid in the form described in Section 2.2 a.i.

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2.3	Death Before Benefit Payments Commence. If a Member dies before the time of benefit payments described in Section 2.4, his benefit, as determined under Section 2.1, shall be paid in a single sum to his Beneficiary.
2.4	Time of Benefit Payments. Benefits due under this Plan shall be paid or commence to be paid as of the first day of the month coincident with or next following the Member’s termination of employment with the Company.

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Article 3

ADMINISTRATION

3.1	Duties of Committee. This Plan shall be administered by the Committee according to the provisions set forth herein.
3.2	Finality of Decisions. The decisions made and the actions taken by the Committee in the administration of this Plan shall be final and conclusive on all persons, and the members of the Committee shall not be subject to individual liability with respect to this Plan.

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Article 4

AMENDMENT, TERMINATION, AND LOSS OF BENEFITS

4.1	Amendment and Termination. While the Company intends to maintain this Plan for as long as necessary, the Board reserves the right to amend and/or terminate this Plan at any time for whatever reasons it may deem appropriate provided that no amendment shall be effective to reduce the amount of benefit accrued by the Member as of the amendment date. Should the Company terminate the Plan, the Member’s benefit accrued to the date of termination shall be distributed in a lump sum as soon as administratively feasible.
4.2	Contractual Obligation. The Member and his beneficiaries shall have a contractual right to the benefits accrued under this Plan. However, the right to those benefits are solely those rights of an unsecured general creditor of the Company.
4.3	Loss of Benefits. Notwithstanding Section 4.2, if a Member (a) is discharged by the Company because of dishonesty, fraud, misappropriation of funds, or commission of a felony arising out of any act directly affecting the Company in his capacity as an employee, or (b) engages in any activity which is competitive with or adverse to any activity of the Company, in the sole discretion of the Committee, such Member’s (and his Beneficiary’s) rights to any benefits under this Plan may be cancelled.

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Article 5

MISCELLANEOUS

5.1	Rights of Participants. Nothing contained in this Plan shall be construed as a contract of employment between the Company and a Member, or as a right of any Member to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any Member, with or without cause.
5.2	Inalienability of Benefits. The benefits payable under this Plan may not be assigned or alienated.
5.3	Applicable Law. The provisions of this Plan shall be construed, regulated, and administered under and in accordance with the laws of the Commonwealth of Virginia.
5.4	Unfunded Plan. The Plan is an unfunded plan maintained to provide deferred compensation benefits for a select group of management and highly compensated employees. Reference to the calculation of a Member’s benefit is for recordkeeping purposes only and is not to be construed as being funded or creating a trust fund.
5.5	Successor Organizations. This Plan shall inure to the benefit of the Company and the Member and be binding on the Company and its successors and assigns. If a successor organization refuses to accept the rights and obligations of this Plan, the Plan shall terminate prior to assignment by the Company and all accrued undistributed benefits shall be distributed in a lump sum as soon as administratively feasible.

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      IN WITNESS WHEREOF, BDM International, Inc., by its authorized officers, has caused this document to be executed on the 10th day of November, 1993.

		BDM INTERNATIONAL, INC.
	By:	/s/ Philip A Odeen
		Philip A. Odeen, President
ATTEST:
/s/ John F. McCabe
John F. McCabe, Secretary

EXHIBIT A

Member	Contribution Amount	Date of Membership
Philip A. Odeen	$57,223	December 17, 1993
Roy V. Woodle	$44,000	October 8, 1993
John J. Todd	$20,345	January 1, 1996

EX-10.C

EX-10(C) TRW Executive Health Care Plan

EX-10.N

EX-10(N) U.S. Long-Term Restricted Stock Agreement

EX-10.O

EX-10(O) Non-U.S. Long-Term Restricted Stock Agrmt

EX-10.P

EX-10(P) Deferred Comp Plan for Non-Employee Dir.

EX-10.T

EX-10(T) TRW Inc. Deferred Compensation Plan

EX-10.U

EX-10(U) TRW Benefits Equalization Plan

EX-10.Y

EX-10(Y) BDM Int. Defined Cont. Sup. Exec Ret Plan

EX-10.BB

Exhibit 10(bb)

February 21, 2001

Dr. George H. Heilmeier
Bell Communications Research
Morris Corporate Center (MCC)
445 South Street
Morristown, New Jersey 07960-6438

Dear George:

In accordance with the terms of the letter between you and TRW Inc., dated September 18, 1997 (the “Initial Agreement”), a copy of which is attached as Exhibit A hereto, this letter confirms our mutual agreement to renew the Initial Agreement for a period of twelve months (as renewed, the “Agreement”). The Agreement will become effective on January 1, 2001 and will terminate on December 31, 2001. The terms and conditions of the Agreement shall otherwise remain as set forth in the Initial Agreement.

If you agree, please sign two copies of this letter, return one copy to me and keep the other copy for your records.

Sincerely,

/s/ David M. Cote

David M. Cote

ACCEPTED:

/s/ George H. Heilmeier                 
Dr. George H. Heilmeier

Date:  February 21, 2001               

EX-10.FF 10 l86560aex10-ff.htm EX-10(FF) AMENDED EMPLOYMENT AGREEMENT W/ DM COTE

Exhibit 10(ff)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

      AGREEMENT, made and entered into as of the Effective Date by and between TRW Inc., an Ohio corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and David M. Cote (the “Executive”).

W I T N E S S E T H :

      WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms of such employment (this “Agreement”) and the Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

      NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

      1.  Definitions.

           (a) “Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

           (b) “Base Salary” shall mean the salary provided for in Section 4 below or any increased salary granted to the Executive pursuant to Section 4.

           (c) “Board” shall mean the Board of Directors of the Company.

           (d) “Cause” shall mean:

            (i) the Executive commits a felony involving moral turpitude; or

            (ii) in carrying out his duties, the Executive engages in conduct that constitutes gross neglect or gross misconduct, resulting, in either case, in economic harm to the Company.

           (e) A “Change in Control” shall be defined in the Employment Continuation Agreement, which is attached hereto as Exhibit A.

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         (f) “Constructive Termination Without Cause” shall mean termination by the Executive of his employment at his initiative within 30 days following the occurrence of any of the following events without his consent:

               (i) a reduction in the Executive’s then current Base Salary or target bonus opportunity as a percentage of Base Salary;

               (ii) a material diminution in the Executive’s duties; or

               (iii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction.

Following written notice from the Executive of any of the events described above, the Company shall have 15 calendar days in which to cure. If the Company fails to cure, the Executive’s termination shall become effective on the 16th calendar day following the written notice.

          (g) “Disability” shall have the meaning ascribed to it by the Company’s Long-Term Disability Plan.

          (h) “Effective Date” shall be November 11, 1999.

          (i) “Pro Rata” shall mean a fraction, the numerator of which is the number of days that the Executive was employed in the applicable performance period (a calendar year in the case of an annual bonus and a performance cycle in the case of an award under the Long-Term Incentive Plan) and the denominator of which shall be the number of days in the applicable performance period.

          (j) “Stock” shall mean the Common Stock of the Company.

          (k) “Term of Employment” shall mean the period specified in Section 2 below (including any extension as provided therein).

          (l) “Period of Employment” shall mean the period of time between the Effective Date and the date on which the Executive’s employment terminates.

      2.  Term of Employment.

           The Term of Employment shall begin on the Effective Date, and shall extend until the third anniversary of the Effective Date, with two automatic one-year renewals thereafter unless either Party notifies the other at least 3 months before the scheduled expiration date that the term is not to renew. Notwithstanding the foregoing, the Term of Employment may be earlier terminated by either Party in accordance with the provisions of Section 12.

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      3.  Position, Duties and Responsibilities.

           (a) Commencing on the Effective Date and continuing through January 31, 2001, the Executive shall be employed as the President and Chief Operating Officer of the Company and be primarily responsible for the general operations of the automotive businesses of the Company. The Executive shall also be elected by the Board as a member of the Board, effective as of the Effective Date. Commencing on February 1, 2001, the Executive shall be employed as Chief Executive Officer of the Company. During the term of this Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests.

           (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

      4.  Base Salary.

           The Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $750,000 through calendar year 2000. Thereafter, the Base Salary shall be reviewed annually for increase in the discretion of the Board.

      5.  Annual Incentive Award.

           During the Term of Employment, commencing in 2000 the Executive shall have a target bonus opportunity equal to 70% of Base Salary and commencing in 2001 the Executive shall have a target bonus opportunity equal to 90% of Base Salary. The bonus shall be payable in these amounts if the performance goals established for the relevant year are met, but subject to adjustment in accordance with the Company’s Operational Incentive Plan. If such performance goals are not met, the Executive shall receive a lesser amount (or nothing) as determined in accordance with the Company’s Operational Incentive Plan. The Executive is guaranteed a minimum bonus of $525,000 for the year 2000.

      6.  Sign-on Awards.

           (a) In order to keep the Executive whole in respect of compensation he is forfeiting at his previous employer, the Company shall grant the Executive the equity-based awards described in this Section 6.

           (b) Restricted Stock Award. The Company shall grant the Executive 430,000 shares of restricted stock based on the terms set forth in Exhibit B attached hereto.

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           (c) Stock Option Award. The Company shall grant the Executive a stock option to purchase 500,000 shares of Common Stock of the Company based on the terms set forth in Exhibit C attached hereto.

      7.  Additional Long-Term Incentive Awards.

           (a) Long-Term Incentive Programs. The Executive shall be eligible to participate in the Company’s on-going long-term incentive programs.

           (b) Stock Options. The Executive shall be eligible for stock option awards commencing with awards in 2000, in accordance with Company practices applicable to its senior-level executives at the sole discretion of the Board.

           (c) Strategic Incentive Plan (“SIP”). The Executive shall participate in the Company’s 1998-2000 SIP with a target grant of 15,000 performance units for the year 2000.

      8.  Employee Benefit Programs.

           During the Term of Employment, the Executive shall be entitled to participate in any employee pension and welfare benefit plans and programs made available to the Company’s senior level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, the Company’s Salaried Pension Plan, Stock Savings Plan and other retirement and savings plans or programs, Executive Health Care Plan (which covers medical, dental and vision), short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and will also participate in the Company’s vacation policy for senior executives.

      9.  Supplemental Pension.

           The Executive shall be entitled to participate in the Company’s Non-Qualified Retirement Plans. In addition, the Company shall provide him with a Supplemental Retirement Benefit (“SRB”), commencing at the later to occur of (i) his termination of employment from the Company and (ii) his attaining age 60. The SRB shall consist of annual payments of $450,000 as a 50% joint and survivor benefit and shall be payable from the general assets of the Company. In the event that the Executive voluntarily terminates employment with the Company prior to age 60 or is terminated for Cause by the Company, he will forfeit all rights to the SRB. In the event of the Executive’s death prior to age 60, his spouse shall be entitled to one-half of the SRB. She will receive this benefit annually commencing on the date the Executive would have attained age 60 and ending on her death.

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      10.  Reimbursement of Business and Other Expenses; Relocation.

             (a) The Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all reasonable business expenses incurred in connection with carrying out the business of the Company, subject to documentation in accordance with the Company’s policy.

             (b) The Executive shall be entitled to participate in the Company’s Relocation Policy, including without limitation, all reasonable moving, closing, temporary housing and other associated expenses.

      11.  Perquisites. The Executive shall receive standard Company executive perquisites, including, without limitation, the following:

             (a) the Executive Life Insurance Plan, providing split dollar insurance with a $5 million single-life covered amount, subject to the provisions of the plan;

             (b) the Financial Counseling Program; and

             (c) the Executive Automobile Plan.

      12.  Termination of Employment.

             (a) Termination Due to Death. In the event that the Executive’s employment is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to the following benefits:

                  (i) Base Salary through the end of the month in which death occurs;

                  (ii) Pro Rata annual incentive award for the year in which the Executive’s death occurs, when bonuses are paid to other officers;

                  (iii) all outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable through the end of the originally scheduled term;

                  (iv) the restrictions on restricted stock shall lapse;

                  (v) payout of other long-term incentive plans in accordance with those plans; and

                  (vi) SRB benefits in accordance with Section 9.

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          (b) Termination Due to Disability. In the event that the Executive’s employment is terminated due to his Disability, he shall be entitled to the following benefits:

                (i) disability benefits in accordance with the long-term disability program in effect for senior executives of the Company;

                (ii) Base Salary through the end of the month in which disability benefits commence;

                (iii) Pro Rata annual incentive award for the year in which the Executive’s termination occurs, payable when bonuses are paid to other officers;

                (iv) all outstanding options, whether or not then exercisable, shall become exercisable and shall remain exercisable for the end of the originally scheduled term;

                (v) the restrictions on the restricted stock shall lapse;

                (vi) payout of other long-term incentive plans in accordance with those plans; and

                (vii) SRB benefits in accordance with Section 9.

          (c) Termination by the Company for Cause.

                (i) A termination for Cause shall not take effect unless the provisions of this paragraph (i) are complied with. The Executive shall be given written notice by the Board of the intention to terminate him for Cause and shall then be entitled to a hearing before the Board, provided he requests such hearing within five calendar days of receipt of the written notice from the Board of the intention to terminate him for Cause. Following such hearing, if the Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

           (ii) In the event the Company terminates the Executive’s employment for Cause:

          (A) he shall be entitled to Base Salary through the date of the termination;

          (B) all outstanding options which are not then exercisable shall be forfeited;

          (C) all unvested restricted stock shall be forfeited;

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            (D) any other long-term incentive grant shall be forfeited; and

            (E) SRB benefits in accordance with Section 9.

          (d) Termination without Cause or Constructive Termination without Cause after February 1, 2001. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination without Cause, in either case after February 1, 2001, the Executive shall be entitled to the following benefits:

                (i) Base Salary through the date of termination;

                (ii) Base Salary, at the annualized rate in effect on the date of termination, for a period of 24 months following such termination;

                (iii) a Pro Rata annual incentive award for the year in which termination occurs;

                (iv) an annual incentive award at target for a period of 24 months following the date of termination; payable when such awards are made to other senior executives;

                (v) if the termination is prior to the Executive’s 55th birthday, exercisable options shall remain exercisable for three months, if the termination is on or after the Executive’s 55th birthday, exercisable options shall remain exercisable through the end of the originally scheduled term;

                (vi) unvested restricted stock is forfeited;

                (vii) any other long-term incentives shall be payable in accordance with the plans;

                (viii) SRB benefits in accordance with Section 9; and

                (ix) continued participation in the Executive Health Care Plan and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment until the earlier of 24 months following termination of employment or the date, or dates, he obtains coverage under the plans of another employer.

          (e) Voluntary Termination. A termination of employment by the Executive on his own initiative, other than a termination due to death or Disability or a Constructive Termination without Cause, shall have the same consequences as provided in Section 12(c)(ii) for a termination for Cause. A voluntary termination under this Section 12(e) shall be effective 30 calendar days after prior written notice is received by the Company, unless the Company elects to make it effective earlier.

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             (f) Consequences of a Change in Control. In the event of a change in control, the Executive’s entitlements relating to a Change in Control of the Company shall be determined in accordance with the Employment Continuation Agreement, Exhibits B and C of this Employment Agreement and any other post-Effective Date documents relating to Executive benefits upon a change in control of the Company. In no event shall any payments or benefits due the Executive pursuant to the Employment Continuation Agreement be duplicated pursuant to this agreement.

             (g) Other Termination Benefits. In the case of any of the foregoing terminations, the Executive or his estate shall also be entitled to:

                  (i) the balance of any incentive awards due for performance periods which have been completed, but which have not yet been paid;

                  (ii) any expense reimbursements due the Executive; and

                  (iii) other benefits, if any, in accordance with applicable plans and programs of the Company.

      13.  Confidentiality.

             (a) The Executive agrees that he will not, at any time during the Term of Employment or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or Affiliate of the Company, obtained during the course of his employment, except as required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or Affiliate of the Company or as may be required by law, provided that, if the Executive receives legal process with regard to disclosure of such information, he shall promptly notify the Company and cooperate with the Company in seeking a protective order.

             (b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter containing information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate of the Company has given written consent to removal at the time of the termination of the Executive’s employment.

      14.  Noncompetition.

             The Executive agrees that during the Period of Employment and for a period of two years thereafter (the “Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a

9

partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise (a “Competitor”), engage or be engaged, or assist any Competitor in engaging or being engaged, in any Competitive Activity. A Competitive Activity shall mean a business that (i) is being conducted by the Company or any Affiliate at the time in question, (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment, and (iii) represents fifteen (15) percent or more of the total revenues of the Competitor for its most recent quarterly reporting period. Nothing in this Section 14 shall prohibit the Executive from being a passive owner of not more than one percent of the outstanding common stock, capital stock and equity of any firm, corporation or enterprise so long as the Executive has no active participation in the management of business of such firm, corporation or enterprise.

      15.  Non solicitation.

             The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of or advisor or consultant to the Company or any of its Affiliates to terminate or abandon his or her or its employment or other relationship for any purpose whatsoever; provided, however, that this restriction shall not apply to, or interfere with, the proper performance by the Executive of his duties and responsibilities during the Period of Employment.

             If the restrictions stated in Sections 14 and 15 of this Agreement are found by a court to be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

      16.  Remedies.

             The Executive agrees that the Company’s remedies at law would be inadequate in the event of a breach or threatened breach of this Agreement; accordingly, the Company shall be entitled, in addition to its rights at law, to seek an injunction and other equitable relief without the need to post a bond.

      17.  Resolution of Disputes.

             Any disputes arising under or in connection with this Agreement shall be resolved by third party mediation of the dispute and, failing that, at the election of the Executive by binding arbitration, to be held in Cleveland, Ohio, in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each Party shall bear his or its own costs of the mediation, arbitration or litigation.

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      18.  Indemnification.

             (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the Company’s Board of Directors or, if greater, by the laws of the State of Ohio, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

             (b) The failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive under Section 18(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, shall not create a presumption that the Executive has not met the applicable standard of conduct.

             (c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers.

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      19.  Assignability; Binding Nature.

             This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law.

      20.  Entire Agreement.

             This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.

      21.  Amendment or Waiver.

             No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of the Company. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.

      22.  Severability.

             In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law so as to achieve the purposes of this Agreement.

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      23.  Survivorship.

             Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the Parties hereunder shall survive any termination of the Executive’s employment. This Agreement itself (as distinguished from the Executive’s employment) may not be terminated by either Party without the written consent of the other Party. Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the Parties shall survive the Agreement expiration with respect to the rights (including but not limited to vested rights) and the obligations of the Parties.

      24.  References.

             In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

      25.  Governing Law.

             This Agreement shall be governed in accordance with the laws of Ohio without reference to principles of conflict of laws.

      26.  Notices.

             All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally, (b) delivered by certified or registered mail, postage prepaid, return receipt requested or (c) delivered by overnight courier (provided that a written acknowledgment of receipt is obtained by the overnight courier) to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company: TRW Inc.
Office of the General Counsel
1900 Richmond Road
Cleveland, Ohio 44124

If to the Executive: David M. Cote
11804 Springhill Garden
Anchorage, Kentucky 40223

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      27.  Headings.

             The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

      28.  Counterparts.

             This Agreement may be executed in two or more counterparts.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

TRW Inc.

By:  /s/ John D. Ong                    
        John D. Ong
        Chairman of the Compensation Committee

        /s/ David M. Cote                
        David M. Cote

EX-10.GG 11 l86560aex10-gg.htm EX-10(GG) SERVICE AGREEMENT WITH JC PLANT

Exhibit 10(gg)

DATED   17 April 1997

Lucas Limited

and

LucasVarity plc

and

JOHN CHARLES PLANT

SERVICE
AGREEMENT

CONTENTS

CLAUSE		PAGE
1.	Interpretation	1
2.	Appointment	2
3.	Duties of Executive	2
4.	Remuneration	3
5.	Expenses	3
6.	Pensions	3
7.	Medical and Sickness	3
8.	Holidays	4
9.	Confidential Information	4
10.	Intellectual Property	4
11.	Gratuities and Codes of Conduct	5
12.	Termination of Appointment	5
13.	Protective Covenants	7
14.	Compensation	7
15.	General	9
16.	Notices	10
First Schedule		11
Second Schedule – Protective Covenants		12
Appendix to Second Schedule		15
Third Schedule – Senior Executive Share Ownership Policy		16

THIS AGREEMENT is executed as a deed on the 17^th day of April, 1997

BETWEEN:

(1)	Lucas Limited (registered number 872948) whose registered office is at Stratford Road, Solihull, B90 4LA (the “Company”);
(2)	LucasVarity plc (registered number 3207774) whose registered office is at 46 Park Street, London W1Y 4DJ (the “Parent”); and
(3)	JOHN CHARLES PLANT of “The Homestead” Peachfield Road, Malvern, Worcestershire WR14 3LE (the “Executive”)

IT IS AGREED as follows:

1.	INTERPRETATION
(1)	In this agreement:
	“Associated Company” means:

(a)	a company which is not a Subsidiary of the Parent but whose issued equity share capital (as defined in section 744 of the Companies Act 1985) is owned as to at least 20 per cent by the Parent or one of its Subsidiaries; and
(b)	a Subsidiary of a company within (a) above;

	“Board” means the board of directors of the Parent or the Company including any committee of the board;
	“Group” means the Parent and its Subsidiaries and Associated Companies for the time being and “Group Company” means any one of them;
	“Recognised Investment Exchange” has the same meaning as in section 207 of the Financial Services Act 1986;
	“Subsidiary” means a subsidiary within the meaning of section 736 of the Companies Act 1985; and
	“Working Day” means a day other than a Saturday, Sunday or bank or other public holiday in England.
(2)	References in this agreement to a person include a body corporate and an unincorporated association of persons and references to a company include any body corporate.
(3)	Any reference in this agreement to a statutory provision includes any statutory modification or re-enactment of it for the time being in force.
(4)	Subclauses (1) to (3) above apply unless the contrary intention appears.

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(5)	The headings in this agreement do not affect its interpretation.
(6)	Where appropriate, references to the Executive include his personal representatives.
(7)	The terms set out in the First Schedule in accordance with the requirements of the Employment Rights Act 1996 and in the Second Schedule in relation to confidentiality and other protective covenants form part of this agreement.
2.	APPOINTMENT
	The Company shall employ the Executive as Divisional Managing Director, Electrical & Electronic Systems and the Executive shall serve the Company and the Group on the terms set out in this agreement (the “Appointment"). The Appointment shall take effect from 6 September 1996.
3.	DUTIES OF EXECUTIVE
(1)	The Executive shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests.
(2)	The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board, provided that no such assignment or vesting of duties or powers by the Board shall be valid or effective unless:

(a)	the powers or duties in question are compatible with the Executive’s status; and
(b)	the Executive shall be provided with as much work as is necessary to keep him as fully occupied and engaged in the business and affairs of the Group as he is at the date of this agreement.

(3)	The Executive shall give to the Board such information regarding the affairs of the Group as it shall require and shall comply with all proper instructions of the Board.
(4)	The Executive shall (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties.
(5)	The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except:

(a)	as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than five per cent of the securities of that class; or
(b)	with the consent in writing of the Company which may be given subject to any terms or conditions which the Company requires.

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(6)	The duties of the Appointment shall relate primarily to the United Kingdom at such places as the Company may from time to time require but shall extend to occasional travel abroad when required by the Company. The Executive shall not otherwise be required to work outside the United Kingdom unless he agrees to do so. If the Executive’s principal place of work changes and it is necessary for the Executive to relocate, the Company will pay the Executive’s reasonable expenses in connection with the relocation.
4.	REMUNERATION
(1)	The Company shall pay to the Executive a salary at the rate per annum decided by the Board or such higher salary as may from time to time be approved by the Board. The Company shall not reduce the Executive’s salary without his prior written consent.
(2)	The Executive’s salary shall accrue from day to day and be payable by equal instalments in arrears on the last day of every month and shall be inclusive of any fees receivable by the Executive as a director of any Group Company.
(3)	The Company may also pay to the Executive such bonus (if any) as may be approved at the absolute discretion of the Board for any financial year of the Company during the whole of which the Executive has been employed by the Company. A pro-rated payment may, at the absolute discretion of the Board, be made in respect of any financial year during which the Appointment commences or is terminated.
(4)	In addition to the salary and any bonus payable under this clause, the Company and the Executive may agree that the Executive will be entitled to additional benefits such as the provision of a company car and/or the provision of medical expenses or other insurances.
5.	EXPENSES
	The Company shall reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties.
6.	PENSIONS
	The Company will make all payments necessary to enable the Executive and/or his dependant(s) to receive in full all of the pension and other benefits payable under the pension arrangements agreed between the Company and the Executive.
7.	MEDICAL AND SICKNESS
	The Executive shall be paid in full during any period of absence from work due to sickness or injury not exceeding 240 Working Days in any period of two years subject to the provisions of clause 12 and to the production of satisfactory evidence from a registered medical practitioner in respect of any period of absence in excess of 20 Working Days. The Executive’s salary during any period of absence due to sickness or injury shall be inclusive of any statutory sick pay to which he is entitled and the Company may deduct from his salary the amount of any social security benefits he may be entitled to receive.

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8.	HOLIDAYS
(1)	In addition to any entitlement due under the rules of the Company applying to Long Service Leave, the Executive shall be entitled to 26 Working Days’ holiday with pay in every calendar year at times convenient to the Company.
(2)	Any entitlement to holiday remaining at the end of any calendar year shall lapse. The entitlement to holiday accrues pro rata throughout each calendar year (disregarding fractions of days).
9.	CONFIDENTIAL INFORMATION
	The terms of the Second Schedule hereto shall apply to the Executive.
10.	INTELLECTUAL PROPERTY
(1)	In this clause “Intellectual Property Right” means a formula, process, invention, improvement, utility model, trade mark, service mark, business name, copyright, design right, patent, know-how, trade secret and any other intellectual property right of any nature whatsoever throughout the world (whether registered or unregistered and including all applications and rights to apply for the same) which:

(a)	relates to or is useful in connection with the business or any product or service of a Group Company; and
(b)	is invented, developed, created or acquired by the Executive (whether alone or jointly with any other person) during the period of the Apppointment.

(2)	Subject to the provisions of the Patents Act 1977, the entire interest of the Executive in any Intellectual Property Right shall, as between the Executive and the Company, become the property of the Company as absolute owner without any payment to the Executive for it.
(3)	The Executive shall promptly communicate in confidence to the Company full particulars of any Intellectual Property Right (whether or not it is vested in the Company pursuant to subclause (2) above or otherwise) and the Executive shall not use, disclose to any person or exploit any Intellectual Property Right belonging to the Company without the prior written consent of the Company.
(4)	With respect to any Intellectual Property Right which is not vested in the Company pursuant to subclause (2) above or otherwise, the Executive shall negotiate in good faith with the Company with a view to the Company acquiring all the Executive’s right, title and interest in that Intellectual Property Right and, unless the Company has declined in writing to negotiate or acquire such Intellectual Property Right, the Executive shall not jeopardise the grant of any registration in respect of that Intellectual Property Right by any public or non-confidential disclosure for a period of three months from the date on which full particulars of it are communicated to the Company.

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(5)	The Executive shall, at the request and expense of the Company, prepare and execute such instruments and do such other acts and things as may be necessary or desirable to enable the Company or its nominee to obtain protection of any Intellectual Property Right vested in the Company in such parts of the world as may be specified by the Company or its nominee and to enable the Company to exploit any Intellectual Property Right vested in the Company to best advantage.
(6)	The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case.
(7)	The Executive hereby waives all of his moral rights (as defined in the Copyright Designs and Patents Act 1988) in respect of any act of the Company and any act of a third party done with the Company’s authority in relation to any Intellectual Property Right which is or becomes the property of the Company.
(8)	The obligations of the Executive under subclauses (2) to (6) above shall continue to apply after the termination of the Appointment (whether terminated lawfully or not). Each of those obligations is enforceable independently of each of the others and its validity shall not be affected if any of the others is unenforceable to any extent.
11.	GRATUITIES AND CODES OF CONDUCT
(1)	The Executive shall not directly or indirectly accept any commission, rebate, discount or gratuity, in cash or in kind, from any person who has or is likely to have a business relationship with any Group Company.
(2)	The Executive shall comply with all codes of conduct from time to time adopted by the Board and with all applicable rules and regulations of the London Stock Exchange and any other relevant regulatory authority including (without limitation) the model code on directors’ dealings in securities.
(3)	The Executive shall comply with the terms of the Parent’s Executive Share Ownership Policy as amended from time to time. A copy of the Policy, current at the date of this agreement, is attached as the Third Schedule hereto.
12.	TERMINATION OF APPOINTMENT
(1)	The Company may terminate the Appointment by giving to the other party at least two years’ notice in writing expiring at any time and the Executive may terminate the Appointment by giving to the other party at least six months’ notice in writing expiring at any time.
(2)	If the Executive:

(a) becomes of unsound mind or is, or may be, suffering from mental disorder and either:

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(i)	he is admitted to hospital for treatment under the Mental Health Act 1983; or
(ii)	an order is made by any competent court for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

(b)	is unable properly to perform his duties by reason of ill-health, accident or otherwise for a consecutive period of 240 Working Days; or
(c)	is guilty of any serious or repeated breach of his obligations under this agreement; or
(d)	is guilty of serious midconduct which may reasonably and objectively be considered to be prejudicial to the interests of the Company or the Group; or
(e)	is convicted of a criminal offence as a result of which he is sentenced to a term of imprisonment; or
(f)	becomes bankrupt or makes any arrangement or composition with his creditors; or
(g)	is disqualified from being a director of any company by reason of an order made by any competent court; or
(h)	resigns his directorship or fails or ceases to hold any requisite share qualification,
the Company may (whether or not any notice of termination has been given under subclause (1) above) by written notice to the Executive terminate the Appointment with immediate effect.

(3)	During any period of notice of termination of the Appointment (whether or not such notice has been given by the Company or the Executive) the Company may require the Executive to take any holiday to which the Executive is entitled under clause 8 at such time or times as the Company may decide.
(4)	On the termination of the Appointment in any way (whether lawfully or otherwise) the Executive shall immediately:

(a)	resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of this agreement or the termination of the Appointment);
(b)	return any company car and its keys to the Company at such place as it shall nominate for the purpose; and
(c)	deliver to the Company Secretary all property in his possession, custody or under his control belonging to any Group Company including (but not limited to) business cards, credit and charge cards, security and computer passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company.

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(5)	If the Executive does not resign any office held by him in any Group Company when required to do so under this agreement the Company is irrevocably authorised to appoint some person in his name and on his behalf to do all such things and execute all such documents as may be necessary for or incidental to giving effect to his resignation of that office.
(6)	With effect from the date of termination of the Appointment, all the rights and obligations of the parties under this agreement shall cease except for those which are expressed to continue after that date and except in relation to any breach of any provision of this agreement before that date. Termination of the Appointment shall not prejudice any other rights of the Company.
13.	PROTECTIVE COVENANTS
	The terms of the Second Schedule hereto shall apply to the Executive.
14.	COMPENSATION
(1)	Without prejudice to any of the other provisions of this agreement the Company may at any time without notice or with less notice than the notice that is required to terminate the Appointment and if the Company does so:

(a)

the Executive shall not for the purpose of mitigating his loss be required (and it is hereby expressly declared and agreed that it would be unreasonable for the purpose) to undertake any office, employment or occupation under which his status would be significantly lower than that at the time of the termination of the Appointment; and

(b)

in calculating the amount of damages to which the Executive shall be entitled in respect of the termination of the Appointment, any amount paid or payable to the Executive under clause 4(3) in relation to the financial year immediately preceding that in which the Appointment terminates shall be deemed to be included in the total amount of the Executive’s remuneration at the date on which the Appointment terminates.

(2) If the Company terminates the Appointment (other than in accordance with clause 12) the Company will pay to the Executive within five working days of the Appointment terminating a payment in lieu of notice of a sum equivalent to two times where no notice is given by the Company or such lower multiplier as is appropriate to take into account the unexpired period of notice where notice has been given by either party under clause 12(1) above:

(a)

the Executive’s gross basic annual salary; and

(b)

a sum representing the gross annual value of all other remuneration or benefits the Executive is entitled to receive from the Company other than bonuses payable under clause 4(3) of this agreement and pension benefits (which are dealt with below) and the Company and the Executive have agreed that the value of those benefits shall for the purpose of this clause be 15 per cent of the Executive’s basic salary on the date on which the Appointment terminates;

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(c)	the gross amount as was paid or is payable to the Executive pursuant to clause 4(3) in respect of the Company’s last financial year as compensation for the loss of bonuses and;
(d)	a sum in respect of pension entitlement calculated in accordance with subclause (3) below.

(3) The sum payable under subclause (2) in respect of the Executive’s membership of a relevant pension scheme is calculated as follows:

(a)

In the case of each relevant pension scheme which is not a money purchase scheme, it is the value of the amount by which the notional pension exceeds the actual pension. For this purpose, the “actual pension” is the amount of the deferred pension from normal pension age under the relevant pension scheme to which the Executive would be entitled at the termination date. The “notional pension” is the amount of the deferred pension from the normal pension age under the relevant pension scheme to which the Executive would be entitled if the Company had terminated this agreement two years after the termination date or at the end of any unexpired period of notice where notice has been given by either party under clause 12(1) above, but calculating the deferred pension on the basis of the Executive’s final pensionable earnings at the termination date. In each case, it is assumed that the Company complies with its obligations under subclause (4) below and that (notwithstanding subclause (4)(a)) the Executive has no entitlement to a pension before normal pension age. The value of the excess is calculated by applying to the amount of the excess the factors used at the termination date by the trustees or managers of the relevant pension scheme for the purpose of calculating the capital value of a deferred pension for a member of the Executive’s gender and the Executive’s age at the termination date. The “termination date” is the effective date of the termination by the Company of this agreement.

(b)

In the case of a relevant pension scheme which is a money purchase scheme, it is the total of the contributions which the Company would have been obliged to make to the scheme in the two years after the termination date or until the end of any unexpired period of notice where notice has been given by either party under clause 12(1) above and the payments which the Company would have been obliged to make in that period to the Executive to compensate him for any additional tax or national insurance contributions payable by him as a result of the contributions of the Company being chargeable to income tax as income of the Executive. For this purpose, it is assumed that the Executive’s earnings do not increase after the termination date.

(4) In addition to the payments under subclauses (2) and (3) above, if the Appointment is terminated by the Company (other than in accordance with clause 12 above):

(a) The Company will give any necessary consent and use its best endeavours to procure that the trustees or managers of any relevant pension scheme give their consent to:

(i) the payment of the pension due to the Executive under the provisions of the scheme (on the basis that those consents are given), commencing at a date not earlier than the Executive’s fiftieth birthday, which is selected by the Executive; and

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(ii) the exercise by the Executive of any option available under the provisions of the scheme in relation to that pension.

(b)

In addition to any promised increase in the Executive’s pension, both in payment and, if applicable, in deferment, under the provisions of a relevant pension scheme, the Company will use its best endeavours to procure that from time to time the Executive’s pension is increased at the same time and by not less than the same rate, and by reference to the same constituent parts, as the other pensions in payment or deferred pensions, as the case may be, under the scheme.

(c)

The Company will pay any contribution which may be required by the trustees or managers of the relevant pension scheme for the above purposes.

(5) In subclauses (3) and (4) above:

(a)	“relevant pension scheme” means any pension scheme (whether approved or unapproved) to which the Company is party under which the Executive has, or, on the assumption that the terms of this agreement are performed by the Company, would have, an actual or prospective entitlement to benefit at the date of the termination of the agreement;
(b)	a relevant pension scheme is a money purchase scheme if the obligation of the Company to contribute to it is solely to contribute a fixed amount or a fixed percentage of the Executive’s salary (or some other definition of his earnings);
(c)	references to the Executive’s pension, options and benefits include the pension, options and benefits to which the Executive’s spouse and dependants are contingently entitled under the relevant pension scheme and accordingly references to the Executive include them.

(6)	The payments under this clause shall be subject to tax and the Company shall deduct tax from the amounts to be paid to the Executive under subclauses 14(2)(a) to (c) above at the Executive’s marginal rate of tax at the date the Appointment terminates.
(7)	Termination of the Appointment by the Company with the payments required under subclauses (2) and (3) above and the consents under subclause (4) shall not be a termination in breach of this agreement and the Company and the Executive agree that any payment made under this clause will be in full and final settlement of all claims the Executive has against the Company and the Group arising out of or in connection with the termination of the Appointment whether arising under this agreement, any other agreement or contractual arrangement between the Executive and the Company or any other Group Company or any statutory provision and the Executive shall have no other claim against the Company or the Group.
15.	GENERAL
(1)	As from the effective date of the Appointment all other agreements or arrangements between the Executive and any Group Company relating to the employment of the Executive shall cease to have effect.
(2)	This agreement shall be governed by and construed in accordance with English law.

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16.	NOTICES
(1)	Any notice or other document to be served under this agreement may, in the case of the Company, be delivered or sent by first class post or telex or facsimile process to the Company at its registered office for the time being and, in the case of the Executive, may be delivered to him or sent by first class post to his usual or last known place of residence.
(2)	Any such notice or other document shall be deemed to have been served:

(a)	if delivered, at the time of delivery;
(b)	if posted, at 10:00 a.m. on the second Working Day after it was put into the post; or
(c)	if sent by telex or facsimile process, at the expiration of two hours after the time of despatch, if despatched before 3:00 p.m. on any Working Day, and in any other case at 10:00 a.m. on the Working Day following the date of despatch.

(3) In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or other document was properly addressed and posted as a pre-paid first class letter or that the telex or facsimile message was properly addressed and despatched as the case may be. All references to time are references to UK time.

AS WITNESS this agreement is executed as a Deed by the Executive and duly authorised representatives of the Company and the Parent on the date which appears first on page 1.

THE COMMON SEAL	)
of Lucas Limited was hereunto	)
affixed in the presence of:	)
/s/ T. V. Voak
Director
		[SEAL]
/s/ A. J. Willis
Secretary
THE COMMON SEAL	)
of LucasVarity plc was	)
hereunto affixed in the presence of:	)
/s/ Victor A. Rice
Director
		[SEAL]
/s/ A. J. Willis
Secretary
SIGNED AND DELIVERED AS A	)
DEED by	)
		/s/ John C. Plant

EX-10.FF

EX-10(FF) Amended Employment Agreement w/ DM Cote

EX-10.GG

EX-10(GG) Service Agreement with JC Plant

EX-10.HH

Exhibit 10(hh)

13 May 1998

Mr J C Plant
“The Homestead”
Peachfield Road
Malvern
Worcestershire
WR14 3LE

Dear John

I have pleasure in confirming the terms and conditions of your expatriate assignment to the US effective 1 July 1998 as President, LucasVarity Automotive. You will be based in Livonia and will report to me.

Many of the conditions contained in this letter are designed to assist you in establishing yourself in the US and take account of cost factors involved in transfer and resettlement.

1.	Expatriate Assignment
	Subject to satisfactory performance, it is the Company’s intention that your expatriate assignment in the US shall be for a period of up to three years.
	During your expatriate assignment you will remain an employee of the UK and will enjoy the same terms and conditions of employment as though you were in the UK except so far as these are modified by the assignment contract. The period in the US will be treated as a period of continuous employment with LucasVarity plc and Lucas Limited for both statutory and contractual purposes and will count towards any service related entitlements, including pension.
	This expatriate assignment letter will be governed by (and construed in accordance with) the laws of the UK and the Company and employee agree to the exclusive jurisdiction of the UK courts.
	During the expatriate assignment you will be under the day to day control of Varity Automotive, Inc. and subject to their rules and regulations. Additionally, you must abide by all the laws in the US.

2.	Salary
	Effective from the date of appointment your total assignment salary will be $521,552 per annum, made up of a host country spendable portion of $375,824 and a home country portion of £89,404. A copy of the assignment build-up calculation is attached.
	The total assignment salary may be paid direct to you in the US or, alternatively, you may choose to have a portion paid in the UK. From your assignment salary you are expected personally to meet all your US income tax liabilities, including those which arise from the payment of allowances and any benefits in kind.
	Your home base salary is $425,000 per year. This salary will be used as the basis for calculation of EVA bonus, executive stock option grants, and UK Pension Scheme entitlement.
	Both salaries will be subject to review in February 1999 and thereafter in line with Company policy.
3.	Incentive Bonus
	Your EVA normative incentive bonus (ie assuming achievement of 100% of your EVA target) will be 60% of your home base salary. Your EVA bonus opportunity will be based 70% on LucasVarity Automotive performance and 30% on Group performance. As you know, the bonus programme has no upside limit in the event that you exceed your assigned EVA target.
4.	Foreign Service Incentive
	In recognition of your undertaking this foreign service assignment you will receive an incentive payment of 10% of home base salary. This amount has been included in your assignment salary and will be paid as part of your monthly salary.
5.	Goods and Services Differential
	A goods and services differential will be paid to compensate you for the higher cost of goods and services in Michigan compared to the UK. The differential is calculated by multiplying a goods and services (or cost of living) index by the amount that someone at your income level and family size would spend on goods and services in the UK. An index less than 100 indicates that goods and services in this location are less expensive than in the UK. An index higher than 100 indicates that costs are higher. At present the goods and services index for a UK national assigned to Michigan is 109.2 and this differential has been reflected in your assignment salary and will be paid as part of your monthly salary.

6.	Company Pension
	For the period of your expatriate assignment to the US, you will continue as a member of the Lucas Pension Scheme for such time as the UK tax authorities will allow (currently this is at least 10 years).
7.	Social Security
	Application will be made for you to remain in the UK Social Security Scheme under the terms of the Social Security agreement between the UK and the US. The specific terms of the agreement will be explained to you. Once agreed by the UK Social Security authorities, a certificate of continuing liability to the UK scheme will be issued, which will maintain your benefit entitlements on return. Your assignment salary has been calculated to cover the cost of UK Social Security contributions.
8.	Personal Accident Insurance
	During your expatriate assignment you will be covered under your home country scheme in accordance with the rules.
9.	Executive Share Option Scheme
	You will continue to be eligible for participation in the LucasVarity Executive Share Option Scheme.
10.	Payroll Arrangements
	While in the US your payroll manager will be Ann Marie Odrobina, Manager, Payroll and Benefits, Buffalo, New York. The Company will make arrangements to make deductions to meet your UK commitment regarding pension, social security, etc. Ann Marie’s contact numbers are 716 888 8011 (telephone) and 716 888 8090 (fax).
	Your UK payroll manager will be Cindy Taylor, Corporate Payroll, Birmingham Business Park. Cindy’s contact numbers are 0121 627 1322 (telephone) and 0121 627 1350 (fax).
11.	Medical Examination
	Before taking up your expatriate assignment, you are required to undergo a medical examination. In addition, please ensure that you have had recent dental and vision check ups as appropriate and, wherever possible, undertaken any treatment prior to departure.

12.	Health Expenses
	You will become a member of the Company’s US medical insurance scheme. Full details will be provided by David Birtwistle. Your assignment salary is intended to cover the cost of non-prescribed items, minor treatment and routine medical expenses.
13.	Disturbance Allowance
	A one-off allowance of 1/12th of your home base salary will be given to assist with disturbance costs and resettlement expenses. LucasVarity will assume any tax liability arising from this payment.
14.	Electrical Allowance
	A one-off allowance of $2,150 will be given to assist you with the purchase of electrical appliances that operate on US electricity supply. LucasVarity will assume any tax liability arising from this payment.
15.	Temporary Accommodation
	Hotel and reasonable out of pocket expenses in the US will be paid by the Company for a period not exceeding thirteen weeks while permanent accommodation is being secured. Any extension to this period will be at my discretion. LucasVarity will assume any tax liability arising from these payments.
16.	UK Permanent Residence
	Due to the fluctuation in housing prices, the uncertainty of mortgage interest rates and the non-liquid nature of real estate, LucasVarity encourages you to maintain your current permanent UK residence. The Company will provide assistance with your assignment location housing costs. All costs associated with your current permanent residence will remain your responsibility.
	If you choose to sell your residence, expenses associated with the sale, excluding improvements or required maintenance, are reimbursable by the Company. Since we expect assignees to continue contributing to their housing expense, if you sell your home the Company paid housing allowance at your assignment location will be reduced by your current monthly housing costs, which include mortgage principal and interest, taxes and insurance.

17.	US Accommodation
	For the duration of your assignment, LucasVarity will provide you with assistance in obtaining housing in or near Livonia. For house hunting purposes in the Livonia area, the maximum Company paid allowance, including utilities, will be US$6,000 per month. As noted previously, if you choose to sell your UK permanent residence, this US$6,000 per month allowance will be reduced. LucasVarity will assume any tax liability arising from this allowance.
18.	Removal Expenses
	The Company will pay the expenses involved, including insurance, in transporting by sea freight an approved consignment of up to 260 cubic feet (for furnished accommodation) or 1000 cubic feet (for unfurnished accommodation) of personal property which you may wish to take with you.
	You are expected to comply with the laws and customs regulations of the US. The selected removal company will provide information on this.
	Schedules of effects for transfer abroad, listing each item and its value, should be submitted to Alyson Fell, Compensation & Benefits Analyst, Birmingham Business Park, to obtain the necessary transit insurance. Alyson’s contact numbers are 0121 627 1331 (telephone) and 0121 627 1350 (fax).
19.	Education Assistance
	The Company will pay the excess costs necessary to obtain suitable education for your children in the US, over and above the cost of equivalent UK education, subject to a maximum level of assistance of 50% of the US costs. LucasVarity will assume any tax liability arising from these payments.
20.	Car
	LucasVarity will provide you with a monthly car allowance of $850 per month during your assignment. The monthly car allowance is considered ordinary income for tax purposes and is not subject to tax equalisation. Taxes which become due on these payments will be your responsibility.
21.	Hours of Work
	Your hours of work will be in line with local practice.

22.	Leave
	Your annual leave entitlement will remain 25 days. You will also be entitled to customary public holidays.
23.	Travel
	The Company will pay the air fares and approved travelling expenses for you and your family for the journey to the US. You will be entitled to travel in accordance with the Group Travel Policy.
	For each year of expatriate assignment, you will be allowed one return trip to the UK for you and your family at business class. Alternatively, you may choose to have two return trips at economy class.
	LucasVarity will assume any tax liability arising from these payments.
24.	Taxation Counselling
	The Company will pay for taxation counselling from Arthur Andersen and Co. as detailed below. This service is in respect of income arising as a direct result of your LucasVarity employment and will not cover other sources of income you may have. It will cover:

– a review of information on your personal tax position in the UK, and in the US, at the start of the period of assignment

– the completion of tax returns required in the US

– a review of the position at the end of the period in the US, and on arrival in the UK

	Andrew Hodges at Arthur Andersen, Birmingham, UK will be your contact.
25.	Financial Counselling
	You will be provided with an annual allowance of $5,000 in respect of financial counselling. This will enable you, if you wish, to utilise the services of a professional adviser in respect of your personal finances. This allowance will be paid monthly.

26.	Visa
	This appointment is subject to obtaining the appropriate visa/work permit in line with US Immigration law. Supporting documentation and advice will be provided by Ruth McManus, Manager, Management Resourcing, Buffalo, New York. Ruth’s contact numbers are 716 888 8008 (telephone) and 716 888 8066 (fax).
27.	Change of Circumstances
	Your expatriate contract will be reviewed during your initial expatriate assignment, at which time your personal circumstances and Company requirements will be considered to determine your future employment situation.
	Should it be mutually agreed that your assignment will extend beyond three years, it may be necessary to revise certain of these conditions to reflect any changes in applicable legislation and Company policy provisions.
	If it is mutually agreed that you will continue as an employee in the US for an indeterminate period, these assignment conditions may cease to apply and you may transfer to appropriate local conditions of employment. This will mean that you will be treated under local terms and conditions regarding salary, pension, social security and any other benefits.
	Should it be necessary to terminate your expatriate assignment for business reasons, as opposed to individual performance issues, the repatriation policy will apply.
28.	Repatriation
	Upon expiry of your expatriate assignment, the Company will repatriate you to the UK.
	You will be granted casual leave as necessary for travel to, and resettlement in, the UK. The Company will pay the cost of transporting an approved consignment of personal property back to the UK. Your payroll transfer date will be determined by your agreed departure date from the US.

Please confirm your acceptance of the above by signing and returning one copy of this letter to me.

Yours sincerely,

/s/ J. A. Gilroy

J A Gilroy
Chief Operating Officer

cc: J.H. Chandler

I confirm my acceptance of the above expatriate terms and conditions.

Signed /s/ J. C. Plant

J C Plant

  EX-10.II 13 l86560aex10-ii.htm EX-10(II) AMENDMENT NO. 1 TO SERVICE AGREEMENT

Exhibit 10(ii)

AMENDMENT NO. 1
TO
SERVICE AGREEMENT

            This Amendment No. 1 (“Amendment”) entered into as of this 15th day of February, 2000, between and among LucasVarity Limited, a private limited company registered in England and Wales (formerly known as LucasVarity plc) (the “Company”), TRW Inc., an Ohio corporation (the “Parent”), and John Charles Plant (the “Executive”).

      WITNESSETH:

            WHEREAS, a Service Agreement (“Agreement”) dated April 17, 1997 was previously entered into between Lucas Limited, the Company and the Executive;

            WHEREAS, the Parent, through a subsidiary, has since acquired all of the outstanding capital stock of the Company, thereby rendering both the Company and Lucas Limited wholly owned, indirect subsidiaries of the Parent;

            WHEREAS, the Parent will assume the obligations of and succeed to the rights of the Company and the Company will assume the obligations of and succeed to the rights of Lucas Limited under the Agreement, as modified by this Amendment;

            WHEREAS, as a result of the acquisition of the Company by the Parent, the duties and responsibilities of the Executive have changed; and

            WHEREAS, the Parent, the Company and the Executive wish to amend the Agreement so as to set forth therein the duties and responsibilities of the Executive as of the date hereof.

             NOW, THEREFORE, the Parent, the Company and the Executive agree that the Agreement is hereby amended as follows:

      1. All references to the “Parent” and the “Company” in the Agreement shall, from the date of this Amendment, be deemed to refer to TRW Inc. and LucasVarity Limited, respectively.

      2. Clause 2 of the Agreement is deleted in its entirety and replaced with the following:

The Company shall employ the executive as Executive Vice President and General Manager, TRW Chassis Safety Systems, and the Executive shall serve the Company and the Group on the terms set out in this agreement (the “Appointment”). The Appointment shall take effect from August 16, 1999.

      3. Clause 3 is amended by deleting Subclause 6 in its entirety and replacing it with the following and by adding a new Subclause 7, as follows:

(6)	If the Executive’s principal place of work changes from Detroit by mutual agreement and it is necessary for the Executive to relocate, the Company will pay the Executive’s reasonable expenses in connection with the relocation.
(7)	The Company assumes the obligations of the expatriate agreement of May 18, 1998 which may not be varied without mutual consent.

      4. Clause 11 is amended as follows:

a.	The reference in subclause (2) to the rules and regulations of the London Stock Exchange is hereby amended to refer to the rules and regulations of the New York Stock Exchange, Inc.
b.	Subclause (3) is deleted in its entirety and replaced with the following:
	To the extent applicable, the Executive shall comply with the terms of the Parent’s Stock Ownership Guidelines, as amended from time to time.

      5. Subclause (2)(h) of Clause 12 is amended by deleting it in its entirety.

      6. Subclause 4 of Clause 14 is amended by adding the following as subclause 4(d) thereof:

If the Executive is terminated by the Company (other than in accordance with Clause 12 above) at any time prior to August 31, 2001, the Executive shall receive additional annual pension payments calculated as follows: one – half of the difference between the age 50 benefit payable from the Lucas Pension Scheme that the Executive would have received had he remained employed until August 31, 2003 and retired at Company request and the age 50 pension benefit he can receive from the Lucas Pension Scheme based on his termination date. Such payments will commence at age 50 and will continue until the Executive’s death with 50% of the annual payment continuing to the Executive’s spouse for her lifetime should he predecease her.

      7. Clause 10 is amended by deleting each reference to “the Company” and, in each instance, replacing it with a reference to “the Group Company.”

      8. The First Schedule to the Agreement is amended by deleting the phrase beginning “Working Overseas –” in its entirety.

      9. The Second Schedule to the Agreement is amended by deleting each reference to “the Company” and, in each instance, replacing it with a reference to “the Parent.”

      10. The Appendix to the Second Schedule is deleted in its entirety and replaced with the Appendix attached hereto as Exhibit A.

      11. The Third Schedule to the Agreement is deleted in its entirety.

      12. The Agreement is further amended by adding a new Fourth Schedule to the Agreement, the terms and conditions of which address the Executive’s rights in the event of a Change of Control (as defined therein) of the Parent.

      13. Except as specifically amended herein, the Agreement is confirmed in all respects and the Agreement, as so amended, continues in full force and effect in accordance with its terms.

            AS WITNESS this Amendment is executed as a Deed by the Executive and duly authorized representatives of the Company and the Parent on the date that appears first on page 1 of this Amendment.

THE COMMON SEAL	)
of LucasVarity Ltd. was	)
hereunto affixed in the	)
presence of:	)
		[SEAL]
/s/ M. J. Read
Director
/s/ A. R. Neogy
Secretary
THE CORPORATE SEAL	)
of TRW Inc. was hereunto	)
affixed in the presence of:	)
/s/ William S. Kiser
Director
/s/ William B. Lawrence
Secretary
SIGNED AND	)
DELIVERED AS A DEED	)
by John C. Plant in the	)
presence of:	)

Name:	/s/ Gail M. White	/s/ John C. Plant
	Witness	John Charles Plant

Name and Address of Witness:

Gail M White
4352 Spruce Hill Lane
Bloomfield Hills, MI 48301

FOURTH SCHEDULE
CHANGE OF CONTROL AGREEMENT

      WHEREAS, the Executive presently is the Executive Vice President and General Manager, TRW Chassis Safety Systems and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Parent and the Company;

      WHEREAS, the Parent and the Company recognize that, as is the case with many publicly-held companies, the possibility of a Change in Control (as that term is hereafter defined) exists;

      WHEREAS, the Parent and the Company wish to assure themselves of both present and future continuity of management in the event of any Change in Control;

      WHEREAS, the Parent and the Company wish to ensure that certain of their executives are not practically disabled from discharging their duties upon a Change in Control; and

      WHEREAS, although effective and binding as of the date hereof, this Change of Control Agreement (the “Agreement”) shall become operative only upon the occurrence of a Change in Control;

      NOW, THEREFORE, the Parent, the Company and the Executive agree as follows:

      1. Operation of the Agreement.

      (a) This Agreement shall be effective and binding immediately upon its execution, but anything in this Agreement or the Service Agreement to the contrary notwithstanding, this Agreement shall not be operative unless and until there shall have occurred a Change in Control and provided that the Executive is at the time of the Change in Control employed in his current position, as described in Schedule A hereto, and is subject to the payment of income taxes in the United States. For purposes of this Agreement, a “Change in Control” shall have occurred if at any time during the Term (as that word is hereafter defined) any of the following events shall occur:

      (i) The Parent is merged or consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 51% of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction is held in the aggregate by the holders of then-outstanding securities entitled to vote generally in the election of Directors (“Voting Stock”) of the Parent immediately prior to such transaction;

      (ii) The Parent sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person if less than 51% of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Parent immediately prior to such sale or transfer;

      (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the then-outstanding Voting Stock of the Parent;

      (iv) The Parent shall file a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder (or any successor schedule, form or report or item therein) that a change in control of the Parent has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or

      (v) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Parent cease for any reason to constitute at least a majority thereof unless the election, or

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the nomination for election by the Parent’s shareholders, of each Director of the Parent first elected during such period was approved by a vote of at least two-thirds of the Directors of the Parent then still in office who were Directors of the Parent at the beginning of any such period.

Notwithstanding the foregoing provisions of Section 1(a)(iii) and 1(a)(iv) hereof, a Change in Control shall not be deemed to have occurred for purposes of this Agreement solely because (A) the Parent, (B) an entity in which the Parent directly or indirectly beneficially owns more than 50% of the voting securities or (C) any Parent-sponsored employee stock ownership plan or any other employee benefit plan of the Parent, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Item 1 of Form 8-K or Item 6(e) of Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock of the Parent, whether in excess of 20% or otherwise, or because the Parent reports that a change in control of the Parent has or may have occurred or will or may occur in the future by reason of such beneficial ownership by the entities described in clauses (A), (B) and (C) of this paragraph.

      (b) Upon the occurrence of a Change in Control at any time during the Term, provided that the Executive is then employed in his current position, as described in Schedule A hereto, and is subject to the payment of income taxes in the United States, this Agreement shall become immediately operative.

      (c) The period during which this Agreement shall be in effect (the “Term”) shall commence as of the date hereof and shall expire as of the later of (i) the close of business on June 1, 2001 or (ii) the expiration of the Period of Employment (as that term is hereafter defined); provided, however, that (i) commencing on June 1, 2000 and each June 1 thereafter, the Term of this Agreement shall automatically be extended for an additional year unless, not later than January 1 of each such year, the Parent or the Executive shall have given notice that it or he, as the case may be, does not wish to have the Term extended, and (ii) subject to Section 11 hereof, if, prior to a Change in Control,

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the Executive ceases for any reason to be an elected officer or assistant officer of the Parent and/or the Company, as applicable, thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and have no further effect.

      2. Employment; Period of Employment.

          (a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change in Control, the Parent and/or the Company shall continue the Executive in its employ and the Executive shall remain in the employ of the Parent and/or the Company for the period set forth in Section 2(b) below (the “Period of Employment”), with the duties and responsibilities set forth in Schedule A hereto and any additional duties and responsibilities that he may have immediately prior to the Change in Control or to which the Parent and/or the Company and the Executive may hereafter mutually agree in writing. So long as the Executive remains in the employ of the Parent and/or the Company, the Executive shall devote substantially all of his time during normal business hours (subject to vacations, sick leave and other absences in accordance with the policies of the Parent and/or the Company, as applicable, as in effect for executives immediately prior to the Change in Control) to the business and affairs of the Parent and/or the Company, as applicable, but nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time during normal business hours to (i) serving as a director, trustee or member of or participant in any organization or business so long as such activity would not constitute Competitive Activity (as that term is hereafter defined), (ii) engaging in charitable and community activities or (iii) managing his personal affairs.

          (b) The Period of Employment shall commence on the date of the occurrence of a Change in Control and, subject only to the provisions of Section 4 hereof, shall continue until the earlier of (i) the Executive’s death; (ii) the Executive’s attainment of age 65; or (iii) the expiration of the third anniversary of the occurrence of the Change in Control.

      3. Compensation During Period of Employment.

          (a) Upon the occurrence of a Change in Control, the Executive shall receive during the Period of Employment (i) annual base salary at a rate not less than the

4

Executive’s annual fixed or base compensation as in effect immediately prior to a Change in Control or such higher rate as may be determined from time to time by the Parent or the Company, as applicable, payable monthly or otherwise as in effect immediately prior to a Change in Control (“Base Pay”) and (ii) an annual amount equal to not less than the highest annual aggregate bonuses or incentive payments of compensation in addition to the amounts referred to in clause (i) above made or to be made (regardless of when, or in what form, such compensation is paid) for services rendered in any calendar year during the three calendar years immediately preceding the year in which a Change in Control occurred pursuant to any bonus, incentive, profit-sharing or similar policy, plan, program or arrangement of the Parent or the Company, as applicable, or any successor thereto (“Incentive Pay”); provided, however, that nothing herein shall preclude a change in the mix of Base Pay and Incentive Pay by an increase in the relative amount of Base Pay, provided that the aggregate compensation received by the Executive in any one year is not reduced and provided, further, that in no event shall any increase in the Executive’s aggregate compensation or any portion thereof in any way diminish any other obligation of the Parent or the Company under this Agreement. For the purposes of this Agreement, any compensation the Executive elected to defer under any policy, plan, program or arrangement shall be included in the determination of Base Pay and/or Incentive Pay, as applicable.

          (b) For his service pursuant to Section 2(a) hereof, during the Period of Employment, the Executive shall be a full participant in any and all employee retirement income and welfare policies, plans, programs or arrangements in which he participated immediately prior to the Change in Control or during the employment period or any equivalent successor policy, plans, programs or arrangements that may be adopted hereafter by the Parent or the Company, as applicable, or any successor thereto providing benefits and perquisites at least as great as payable thereunder prior to a Change in Control (collectively “Employee Benefits”). If and to the extent that any such Employee Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Parent or the Company, as applicable, as a result of the amendment or termination thereof, the Parent shall itself pay or provide therefor. Nothing in this

5

Agreement shall preclude improvement of reward opportunities in any Employee Benefits, provided that no such improvement shall in any way diminish any other obligation of the Parent or the Company under this Agreement.

      4. Termination Following a Change in Control.

          (a) In the event of the occurrence of a Change in Control, this Agreement may be terminated by the Parent during the Period of Employment only upon the occurrence thereafter of one or more of the following events:

      (i) If the Executive shall become permanently disabled and begins actually to receive disability benefits pursuant to the Disability Plan or any successor plan adopted prior to a Change in Control; or

      (ii) For “Cause”, which for purposes of this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive shall have committed:

      (A) an act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Parent and/or the Company;

      (B) intentional wrongful damage to the property of the Parent and/or the Company;

      (C) intentional wrongful disclosure of secret processes or confidential information of the Parent and/or the Company; or

      (D) intentional wrongful engagement in any Competitive Activity (as that term is hereafter defined) while the Executive remains in the employ of the Parent and/or the Company;

and any such act shall be determined by the Directors of the Parent as hereafter provided to have been materially harmful to the Parent and/or the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed for “Cause” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Parent and/or the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause”

6

hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Directors), finding that, in the good faith opinion of the Directors, the Executive had committed an act set forth above in this Section 4(a)(ii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

          (b) In the event of the occurrence of a Change in Control, this Agreement may be terminated by the Executive with the right to receive benefits under Section 5 hereof and, if applicable, Section 6 hereof, only upon the occurrence thereafter of one or more of the following events:

      (i) Any termination by the Parent and/or the Company, as applicable, of the employment of the Executive during the Period of Employment, unless (x) Cause for termination shall exist or (y) as a result of the death of the Executive or (z) by reason of the Executive’s disability and the actual receipt of disability benefits as provided in Section 4(a)(i) hereof; or

      (ii) Termination by the Executive of his employment with the Parent and/or the Company, as applicable, during the Period of Employment and upon the occurrence of any of the following events:

      (A) Failure to elect, reelect or otherwise maintain the Executive in the office or position in the Parent and/or the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Parent (or any successor thereof) if the Executive shall have been a Director of the Parent immediately prior to the Change in Control;

      (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties in respect of the Parent and/or the Company, as applicable, which the Executive had

7

immediately prior to the Change in Control, a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Parent and/or the Company, as applicable, or the termination of the Executive’s rights to Employee Benefits to which he was entitled immediately prior to the Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Parent of written notice from the Executive of such change, reduction or termination, as the case may be;

      (C) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Parent by clear and convincing evidence) that a change in circumstances has occurred significantly affecting his position, including without limitation a change in the scope of the business or other activities for which he was responsible or a substantial reduction in any of the resources available to carry out any of the authorities, powers, functions, responsibilities or duties that he had immediately prior to the Change in Control, has been rendered substantially unable to carry out, has been substantially hindered in the performance of or has suffered a substantial reduction in any of such authorities, powers, functions, responsibilities or duties, which situation is not remedied within 10 calendar days after receipt by the Parent of written notice from the Executive of such determination;

      (D) The liquidation, dissolution, merger, consolidation or reorganization of the Parent or transfer of all or a significant portion of its business and/or assets unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties

8

and obligations of the Parent under this Agreement pursuant to Section 8 hereof;

      (E) The relocation of the Parent’s principal executive offices or the requirement by the Parent that the Executive change his principal location of work to any location which is in excess of 35 miles from his principal location immediately prior to the Change in Control or travel away from his office in the course of discharging his responsibilities or duties hereunder more than 20 consecutive calendar days or an aggregate of more than 30 calendar days in any consecutive 90 calendar-day period without in either case his prior written consent; or

      (F) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Parent or the Company.

The Executive’s continued employment shall constitute consent to, and a waiver of rights with respect to, any event described in this Section 4(b)(ii) unless the Executive terminates his employment with the Parent and/or the Company, as applicable, within 120 days after the Executive has actual knowledge of the occurrence of an event described in this Section 4(b)(ii) that is not remedied as provided herein. The parties agree that any consent to or waiver of any such event shall not be deemed to constitute a consent to or waiver of any other circumstance constituting an event described in this Section 4(b)(ii).

          (c) Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, the Executive may terminate employment with the Parent and/or the Company for any reason, or without reason, during the 60-day period immediately following the first anniversary of the first occurrence of a Change in Control, with the right to severance compensation as provided in Section 5 hereof and, if applicable, Section 6 hereof.

          (d) A termination by the Parent pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) or Section 4(c) hereof shall not affect any rights which the Executive may have pursuant to any other agreement, policy, plan, program or

9

arrangement of the Parent and/or the Company providing Employee Benefits, which rights shall be governed by the terms thereof; provided, however, that if the Executive shall have received or shall be receiving benefits under Section 5 hereof and, if applicable, Section 6 hereof, the Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Parent and/or the Company providing severance compensation to which the Executive would otherwise be entitled. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have no further obligation or liability to the Parent or the Company hereunder with respect to his prior or any future employment by the Parent and/or the Company.

          (e) The Parent shall provide the Executive with timely notice of any of the events referred to in Section 4(b)(ii)(D) hereof so that a determination can be made as to the assumption of duties and obligations by any successor or successors.

      5. Severance Compensation.

          (a) If, following the occurrence of a Change in Control, the Parent shall terminate the Executive’s employment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) or Section 4(c) hereof:

      (i) The Parent shall pay or cause to be paid to the Executive, within five business days after the effective date of any such termination (the “Termination Date”), in lieu of any further payments to the Executive for the portion of the Period of Employment subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof and the Executive’s rights at law or in equity (other than rights to damages for termination of his employment or this Agreement), a lump sum severance payment (the “Severance Payment”) equal to the present value (using a discount rate equal to the applicable interest rate promulgated by the Internal Revenue Service “IRS” under Section 417(e)(3) of the Code for the third month preceding the month in which the Termination Date occurs, and if the IRS ceases to

10

promulgate such interest rates, the last such interest rate so promulgated) of the sum of (A) the aggregate Base Pay (at the highest rate in effect at any time during the Period of Employment or immediately prior to the Change in Control) which the Executive would have received pursuant to this Agreement for (x) each remaining year or fraction thereof during the Period of Employment or (y) two years, whichever is the longer period, had his employment with the Parent and/or the Company, as applicable, continued for the longer of such periods; plus (B) the aggregate Incentive Pay (based upon the highest annual aggregate Incentive Pay that the Executive received with respect to any calendar year during the three calendar years immediately preceding the calendar year in which the Change in Control occurred or the Incentive Pay that the Executive received with respect to the calendar year preceding the calendar year in which the Termination Date occurs, whichever is the larger amount) which the Executive would have received pursuant to this Agreement with respect to (x) each remaining year or fraction thereof during the Period of Employment or (y) two years, whichever is the longer period, had his employment with the Parent and/or the Company, as applicable, continued for the longer of such periods; plus (C) the cash value of all Employee Benefits, other than stock option, stock purchase, stock appreciation or similar compensatory benefits, which the Executive would have received pursuant to this Agreement and which the Parent, the Company and the Executive agree, for purposes of this Agreement, shall be 15 percent of the Executive’s base annual salary and target annual incentive as of the Termination Date, with respect to (x) each remaining year or fraction thereof during the Period of Employment or (y) two years, whichever is the longer period, had his employment with the Parent and/or the Company, as applicable, continued for the longer of such periods;

      (ii) In addition if the Termination Date shall occur on or before the date on which the Executive becomes eligible for a company requested early retirement right under the Lucas Pension Scheme, the Parent shall pay or cause to be paid to the Executive a pension benefit equal to the benefit the

11

Executive would have received had the Executive continued to be employed by the Parent or the Company until the date upon which he would have become eligible for a company requested early retirement right. Such benefit will commence at age 50 and will continue until the Executive’s death with 50% of the annual payment continuing to the Executive’s spouse for her lifetime should he predecease her.

      (iii) If the termination date shall occur after the executive becomes eligible for a company requested early retirement right under the Lucas Pension Scheme, the Executive will receive a pension benefit equal to the amount the Executive would then be entitled to receive, assuming that his employment with the Parent or the Company had continued for the longer of the remaining Period of Employment or two years and that the Execute’s age was increased by an amount equal to the remaining Period of Employment or two years, whichever is the longer period.

      (iv) The Parent shall pay all legal fees and expenses incurred by the Executive as a result of such termination (including without limitation all such fees and expenses, if any, incurred in seeking to obtain or enforce any right or benefit provided by this Agreement in accordance with Section 14 hereof).

          (b) Any Incentive Pay that is payable to the Executive with respect to a period that is less than a full calendar year (a “partial calendar year”) shall be prorated by multiplying (i) the Incentive Pay that would have been payable to the Executive with respect to the entire calendar year had the Executive’s employment with the Parent and/or the Company, as applicable, continued until the end of such year by (ii) a fraction, the

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numerator of which equals the number of days in the partial calendar year and the denominator of which equals 365.

          (c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement

          (d) Without limiting the rights of the Executive at law or in equity, if the Parent fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Parent will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal, plus three percent. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.

          (e) In the event a Change in Control occurs, the Parent shall deposit in trust, pursuant to certain trust agreements to which the Parent shall be a party, cash or other property in such an amount as necessary to assure the payment of the amounts due to the Executive under this Agreement. Any failure by the Parent to satisfy any of its obligations under this Section 5(e) shall not limit the rights of the Executive hereunder. Notwithstanding the foregoing, the Executive shall have the status of a general unsecured creditor of the Parent and shall have no right to, or security interest in, any assets of the Parent.

      6. Certain Additional Payments by the Parent.

          (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment or distribution by the Parent to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up

13

Payment”); provided, however, that no Gross-Up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”) granted prior to the execution of this Agreement, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

          (b) Subject to the provisions of Section 6(e) hereof, all determinations required to be made under this Section 6, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by the Executive in his sole discretion. The Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Parent and the Executive within 15 calendar days after the Termination Date, if applicable, or such earlier time or times as may be requested by the Parent or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Parent shall pay the required Gross-Up Payment to the Executive within five business days after receipt of the aforesaid determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Parent within such 15 calendar-day period shall be binding upon the Parent and the Executive. As a result of the uncertainty in the application of Section 4999 (or any successor thereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Parent should have been made (“Underpayment”), consistent with the

14

calculations required to be made hereunder. In the event that the Parent exhausts its remedies pursuant to Section 6(e) thereof and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Parent and the Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Parent to or for the benefit of the Executive within three calendar days after receipt of such determination and calculations.

          (c) The Parent and the Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 6(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Parent or the Executive, as the case may be, that are reasonably requested by the Accounting Firm.

          (d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall be paid by the Executive. The Parent shall reimburse the Executive for his payment of such costs and expenses within five business days after receipt from the Executive of a statement therefor and evidence of his payment thereof.

          (e) The Executive shall notify the Parent in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Parent of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Executive receives notice of such claim and shall apprise the Parent of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the earlier of (i) the expiration of the 30 calendar-day period following the date on which it gives such notice to the Parent or (ii) the date that any payment of taxes with respect to such claim is due. If the Parent notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

15

      (i) give the Parent any information reasonably requested by the Parent relating to such claim;

      (ii) take such action in connection with contesting such claim as the Parent shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Parent;

      (iii) cooperate with the Parent in good faith in order effectively to contest such claim; and

      (iv) permit the Parent to participate in any proceedings relating to such claim;

provided, however, that the Parent shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6(e), the Parent shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conference with the taxing authority in respect of such claim (but the Executive may participate therein at his own cost and expense) and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Parent shall determine; provided, however, that if the Parent directs the Executive to pay the tax claimed and sue for a refund, the Parent shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive

16

with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Parent’s control of such contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (f) If, after the receipt by the Executive of an amount advanced by the Parent pursuant to Section 6(e) hereof, the Executive receives any refund with respect to such claim, the Executive shall (subject to the Parent’s complying with the requirements of Section 6(e) hereof) promptly pay to the Parent the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Parent pursuant to Section 6(e) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Parent does not notify the Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

      7. No Mitigation Obligation. The Parent and the Company hereby acknowledge that it will be difficult, and may be impossible, for the Executive to find reasonably comparable employment following the Termination Date. In addition, the Parent and the Company acknowledge that their severance pay plans and policies applicable in general to their salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly agree that the payment of the severance compensation by the Parent to the Executive in accordance with the terms of this Agreement shall be liquidated damages and that the Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise, except as expressly provided in Section 5(a)(iv) hereof.

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      8. Successors and Binding Agreement.

          (a) The Parent and the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Parent or the Company, as applicable, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement and each of the Parent’s or the Company’s, as applicable, obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Parent and the Company and any successor of or to the Parent or the Company, as applicable, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Parent or the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Parent” or the “Company”, as applicable, for the purposes of this Agreement), but shall not otherwise be assignable or delegable by the Parent or the Company.

          (b) This Agreement shall insure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees.

          (c) This Agreement is personal in nature and none of the parties hereto shall, without the consent of the others, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Section 8(a) hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Parent shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred.

          (d) The Parent, together with the Company, and the Executive recognize that each party will have no adequate remedy at law for any material breach by the other of any of the agreements contained herein and, in the event of any such breach, the Parent, together with the Company, and the Executive hereby agree and consent that

18

the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

      9. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Parent and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

      10. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement or of the Service Agreement which shall remain in full force and effect.

      11. Employment Rights. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Parent and/or the Company or the Executive to have the Executive continue as an officer or assistant officer of the Parent and/or the Company or to remain in the employment of the Parent and/or the Company prior to any Change in Control; provided, however, that any termination of employment of the Executive or removal of the Executive as an elected officer or assistant officer of the Parent and/or the Company, as applicable, following the commencement of any discussion with or communication from a third person that ultimately results in a Change in Control shall be deemed to be a termination or removal of the Executive after a Change in Control for purposes of this Agreement.

      12. Withholding of Taxes. The Parent may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

      13. Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall mean the Executive’s participation, without the written consent of an officer of the Parent, in the management of any business enterprise if such

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enterprise engages in substantial and direct competition with the Parent and such enterprise’s sales of any product or service competitive with any product or service of the Parent amounted to 25% of such enterprise’s net sales for its most recently completed fiscal year and if the Parent’s net sales of said product or service amounted to 25% of the Parent’s net sales for its most recently completed fiscal year. “Competitive Activity” shall not include (i) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (ii) participation in management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise.

      14. Legal Fees and Expenses. It is the intent of the Parent and the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the Parent and/or the Company has failed to comply with any of its obligations under this Agreement or in the event that the Parent and/or the Company or any other person takes any action to declare the Agreement void or unenforceable or institutes any litigation designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Parent and the Company irrevocably authorize the Executive from time to time to retain counsel of his choice, at the expense of the Parent as hereafter provided, to represent the Executive in connection with the initiation or defense of any litigation or other legal action relating thereto, whether by or against the Parent, the Company or any Director, officer, shareholder or other person affiliated with the Parent or the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Parent and/or the Company and any such counsel, the Parent and the Company irrevocably consent to the Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Parent, the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Parent shall pay or cause to be paid and be solely responsible for any and all attorneys’ and related fees and expenses incurred by the Executive (i) as a result of

20

the Parent’s and/or the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Parent, the Company or any person contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

21 EX-10.JJ 14 l86560aex10-jj.htm EX-10(JJ) LETTER AGRMT BETWEEN TRW & JOSEPH GORMAN

Exhibit 10(jj)

February 8, 2001

Joseph T. Gorman
1900 Richmond Road
Cleveland, Ohio 44124

Dear Joe:

This letter sets forth our agreement regarding the terms and conditions of your retirement from TRW. Please review it carefully to make sure we are in complete agreement.

Resignation and Retirement

Upon your recommendation, the Board of Directors of the Company have accepted your resignation as Chief Executive Officer of TRW, effective February 1, 2001. Your employment with TRW will terminate on April 1, 2001 (referred to in this letter variously as your “termination of employment,” the “date of termination,” or the “date your employment terminates”). Your retirement date will be April 2, 2001. The Board of Directors has also accepted your resignation as Chairman of the Board of Directors of TRW, effective July 31, 2001.

Consulting Agreement

You will serve as a Consultant to TRW for a period of two years beginning April 2, 2001, subject to the terms of the Consulting Agreement attached hereto as Exhibit A, a copy of which I have executed and delivered to you on behalf of TRW.

Benefits

Cash Payment. As consideration for the execution of this Agreement and your retirement prior to attaining age 65, TRW will pay you the following amounts in a lump sum on the date of your termination of employment, subject to applicable tax imputation:

• Salary. An amount equal to $2,070,000, which represents 18 months (April 1, 2001 through September 30, 2002) of salary at your current rate.

Joseph T. Gorman
February 8, 2001
Page 2

• SIP. An amount equal to $742,000 in lieu of any SIP grant that you would have received for 2001.

• Stock Savings Plan and Benefits Equalization Plan. An amount equal to $118,000, which represents three percent of the lump sum salary described above and your OIP payments at target.

• Other Benefits. An amount equal to $1,206,000, which represents payment for loss of other benefits, including office space, corporate aircraft, memberships and financial planning.

Other Benefits. In addition to the above amounts, you will be provided with the following:

• OIP Incentive. In February 2002, you will receive a payment under TRW’s Operational Incentive Plan (“OIP”) based on actual performance for the calendar year 2001 under that Plan, and in February 2003, you will receive a prorated payout under the OIP for the period from January 1, 2002 through September 30, 2002, based on target performance for the calendar year 2002 under that Plan.

• Executive Health. TRW will make all Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium payments on your behalf to continue medical benefits in the Executive Health Plan for eighteen months after your date of termination. You may also elect coverage through the Retiree Medical Plan upon your retirement.

• Company Car. Your company automobile will be given to you on the date of your retirement, and you will be imputed income on the fair market value of the automobile.

• Secretarial Support. TRW will provide you with the full-time support of an administrative assistant through October 2002.

• Office Furnishings. You will be permitted to purchase your current office furnishings at a price equal to their fair market value.

Joseph T. Gorman
February 8, 2001
Page 3

Continuing Benefits. In accordance with the existing and standard terms of the following plans, you also will be provided with the following:

• Employee Benefit Plans. You will be provided with all benefits provided to retiring employees by the employee benefit plans of the Company in accordance with their terms in effect from time to time, including, but not limited to the key executive life insurance program, the Stock Saving Plan, the TRW Deferred Compensation Plan, the Benefits Equalization Plan, the TRW Salaried Pension Plan, and Supplemental Retirement Income Plan.

• Stock Options. You will be vested at retirement in all outstanding stock options previously granted to you. In addition, all outstanding transferable stock options will be transferable by gift to any member of your immediate family, to a trust for the benefit of an immediate family member, or to a partnership whose beneficiaries are members of your immediate family, all in accordance with the Transferable Nonqualified Stock Option Agreements previously provided to you at the time of grant.

Benefits Terminating at Retirement

Your eligibility to qualify for all chief executive officer benefits, other than those specified under the caption “Benefits Continuing Until Resignation as Chairman of the Board” below, will cease upon your retirement from TRW, including, but not limited to:

• Long-Term Disability

• Company paid life insurance

• Auto insurance

• Home security systems, upgrades and maintenance

• Employment Continuation Agreement

• Use of Company loge, boxes, etc.

• Use of Company aircraft

Benefits Continuing Until Resignation as Chairman of the Board

The following benefits will continue through the sooner of July 31, 2001 or the physical movement of your office to a new location chosen by you.

• Current office space and administrative assistance

• Auto maintenance

• Use of Company garages and exercise facilities

Joseph T. Gorman
February 8, 2001
Page 4

Credit Cards

You agree to return your telephone credit card and your American Express and other corporate credit cards, if any, to TRW upon termination of your employment.

Expenses

During your term as Chairman of the Board of TRW (through July 31, 2001) the Company will continue to reimburse you for first class travel and other reasonable expenses incurred while on Company business.

Officer and Director Status

Effective February 1, 2001, you will cease to be an executive officer within the definition of Rule 16a-1(f) under the Securities Exchange Act of 1934; however, you will remain subject to Section 16 through July 31, 2001 by virtue of your status as Chairman of the Board. In addition, a former executive officer continues to be subject to Section 16 for up to six months following termination of executive officer status (in your case, through July 31, 2001), and certain post-termination filing requirements exist. Please call Kathleen Weigand if you have any questions concerning Section 16. In addition, through July 31, 2001, you should continue to call Kathleen Weigand in advance of any transaction in TRW stock.

Confidentiality; Cooperation

In consideration of TRW’s agreement to provide the compensation, benefits, and payments set forth in this letter agreement:

(a)	You acknowledge that as an employee of TRW you possess confidential and proprietary information owned by TRW and you agree not to use this information or reveal it to any other person or corporation. You will not remove from TRW facilities any materials that contain TRW confidential or proprietary information.
	You acknowledge that you signed a “Secrecy Agreement” and an “Employee Invention and Confidential Information Agreement,” or other confidentiality agreements while employed by TRW expressly incorporated herein by reference, and agree to be bound by such agreement(s).

Joseph T. Gorman
February 8, 2001
Page 5

	You acknowledge that these confidentiality agreements inure to the benefit of TRW and its successors and assigns. If you are in doubt as to the confidential and/or proprietary nature of any information, you agree that you will submit such information to TRW for a determination of its status before it is disclosed to any other person.
(b)	You agree you will not disparage, attempt to discredit, or otherwise call into disrepute TRW, its affiliates, successors, assigns, officers, Directors, employees, agents, or any of their products or services in any manner that would damage the business or reputation of TRW or its affiliates, successors, assigns, officers, Directors, employees, or agents.
(c)	You agree not to assist any party other than TRW in any litigation or investigation against TRW or its affiliates, successors, assigns, officers, Directors, employees or agents, except as required by law. You further agree that if you believe any such action is required by law, you will first afford TRW the opportunity to raise and obtain a ruling on any claim of attorney-client, work product, or other privilege or any other contractual or other defense that may be applicable.
(d)	You agree to provide your reasonable cooperation to TRW in any future lawsuit, administrative proceeding or other judicial, administrative or legislative matter in which your assistance may be desired by TRW.
(e)	You acknowledge and warrant that you are not aware of, or have fully disclosed to TRW any matters for which you were responsible or came to your attention as Chief Executive Officer of TRW that, to the best of your knowledge, no other Executive Officer of the Company is aware, which might give rise to any claim or cause of action against TRW or its subsidiaries, affiliates, successors, assigns, officers, Directors, employees and/or agents.

Joseph T. Gorman
February 8, 2001
Page 6

Release

In consideration for TRW’s agreement to provide the compensation, benefits and payments set forth in this letter agreement:

(a)	You agree for yourself, your heirs, executors, administrators, successors and assigns to release and discharge forever TRW, its subsidiaries, affiliates and insurers, and their successors and assigns, officers, Directors, shareholders, employees and agents from any and all claims, charges, demands, causes of action, losses and expenses of every nature whatsoever, whether known or unknown, arising on or before the Effective Date of this Release, including, but not limited to all claims, causes of action, losses and expenses arising out of or in connection with your employment by TRW or the termination thereof, including but not limited to, breach of contract (express or implied), wrongful discharge, intentional infliction of emotional harm, defamation, libel, slander, or other tort, or violation of any federal, state or municipal statute or ordinance relating to discrimination in employment, including but not limited to Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000(e) et seq.), Americans with Disabilities Act of 1990, 42 U.S.C. §12101, and all applicable state laws.
(b)	You agree that by signing this letter, you are also knowingly and voluntarily waiving any and all claims or causes of action you may have under the Federal Age Discrimination In Employment Act of 1967 (29 U.S.C. §621 et seq.) (“ADEA”) and applicable state laws.
(c)	In signing this letter agreement, you agree to waive any rights you would have to pursue any of the claims described herein against TRW through the Company’s Alternative Dispute Resolution (ADR) process, or through any court or administrative agency; and further agree not to bring any suit or action in any court or administrative agency against any of the beneficiaries of this release arising out of or relating to the subject matter of this release.

Joseph T. Gorman
February 8, 2001
Page 7

(d) You agree that, as a condition of the payment of the compensation and benefits set forth above, on July 31, 2001, you will acknowledge that you reaffirm, as of that date, the release of any claims, as set forth in paragraphs (a), (b) and (c) immediately above.

Miscellaneous

(a)

It is important that you understand that the continued availability, after the date of this letter, of the benefits specified above is subject to (i) the continued existence of the applicable TRW benefit plans, (ii) the retention of IRS-qualified status for those plans which are currently so qualified, (iii) the terms of all applicable TRW benefit plans as such terms and conditions are in effect from time to time in the future, and (iv) changes in governing laws and regulations applicable to the benefit plans.

(b)

You acknowledge and agree that

(i)	breach of your obligations under this letter agreement, including but not limited to those specified under “Confidentiality; Cooperation” above, will constitute grounds for TRW to terminate all payments to be made to you hereunder or under the Consulting Agreement attached as Exhibit A;
(ii)	TRW’s obligations to pay money pursuant to this letter agreement are merely those of an unfunded and unsecured promise to pay money in the future, and any and all of TRW’s assets will be and remain the general, unpledged and unrestricted assets of TRW; and
(iii)	you may not borrow against TRW’s obligations to pay money to you pursuant to this letter agreement, nor may you assign or otherwise transfer TRW’s obligations hereunder, or any interest in them, and any attempt to do so will be ineffective.

(c) It is understood that the terms of this letter agreement will be governed by the laws of the State of Ohio regardless of where either party may be domiciled.

Joseph T. Gorman
February 8, 2001
Page 8

(d)	Any payments made by TRW hereunder are subject to applicable federal, state, and local tax withholding.
(e)	In the event that any provision of this letter agreement are held to be void, voidable, or unenforceable, the remaining portions hereof will remain in full force and effect.
(f)	You may wish to consult with your financial or tax advisor with regard to the tax implication of any benefits, including nonqualified benefit payments and deferrals, described in this letter agreement. You acknowledge and agree that no representations or warranties have been made to you with regard to the tax consequences of any payment provided for under this letter agreement.
(g)	The release set forth under “Release” above does not constitute a release as to any liability for a breach or default of this letter agreement.
(h)	The benefits provided hereunder are in lieu of any severance benefits to which you might otherwise be entitled under any TRW severance policy.
(i)	In the event either you or TRW breaches this agreement and the other party brings an action to enforce the agreement in a court of competent jurisdiction, the party who is finally adjudged to be prevailing shall be entitled to reasonable attorneys’ fees.

Entire Agreement

With the exception of the Consulting Agreement attached hereto as Exhibit A, you and TRW agree that this letter agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, between you and TRW with respect to the subject matter of this agreement. You agree that the obligations of the paragraphs relating to “Confidentiality; Cooperation” and “Release” have been separately negotiated and shall survive the expiration or termination of this letter agreement.

Joseph T. Gorman
February 8, 2001
Page 9

Attorney

You understand and acknowledge that you have the right to consult an attorney (at your personal expense) regarding the terms of this agreement prior to your signing this letter, that you have been given ample time to do so, and that whether or not you have done so is totally your choice.

Opportunity to Revoke

You acknowledge that you were given this letter on February 8, 2001 that you reviewed it, and, that if you so choose, you have 21 days to consider it prior to executing it. If, after thoughtful consideration, you are in full agreement with and understand the terms and conditions contained in this letter (including the release of all claims contained in the section of the letter entitled “Release”), if you agree that you will be bound by it, and if you agree that it represents your free will and choice, please indicate such agreement by signing this letter, dating it, and returning it to me. Please keep a copy of the signed letter for your files.

The Company will hold the executed Agreement for seven (7) calendar days following your execution thereof during which time you may revoke it by notifying the undersigned in writing by the seventh (7th) day. In the absence of receipt of your written revocation within the 7-day period, this Agreement will become effective on the eighth (8th) day after your execution of this Agreement (referred to herein as the “Effective Date”).

Implementation

Unless I direct otherwise, you should address any questions about the implementation of this Agreement to me.

Joseph T. Gorman
February 8, 2001
Page 10

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of you and your legal representatives, heirs, and beneficiaries and the Company and its successors and assigns.

Sincerely,

TRW Inc.

By: /s/ Howard V. Knicely            
Howard V. Knicely
Executive Vice President

Accepted and agreed to this 19th day of February, 2001

/s/ Joseph T. Gorman            
Joseph T. Gorman
Chairman of the Board

Approved and agreed to this 21st day of February, 2001

By: /s/ John D. Ong            
John D. Ong
Chairman, Compensation Committee

Reaffirmed this 31st day of July 2001

_________________________
Joseph T. Gorman

EX-10.KK 15 l86560aex10-kk.htm EX-10(KK) CONSULT. AGRMT. BETWEEN TRW & J. GORMAN

Exhibit 10(kk)

February 8, 2001

Joseph T. Gorman
1900 Richmond Road
Cleveland, Ohio 44124

Dear Joe:

      This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of Joseph T. Gorman as a consultant to TRW. The terms and conditions attached as Exhibit 1 also apply fully to the engagement and, together with this letter, constitute our “Agreement.”

      TRW’s Chief Executive Officer shall request your consulting services from time to time. However, you will not be obligated to devote more than ten percent of your time in any year to such services.

      This Agreement shall commence on April 2, 2001 and will continue for a period of two years, terminating on March 31, 2003. This Agreement shall not be modified in any way except by a written document executed by both parties.

      As sole compensation for your services, TRW shall pay to you an annual fee of Two Hundred Thousand Dollars ($200,000.00) per year, to be paid in monthly installments beginning April 2, 2001. In addition, TRW shall reimburse you for all reasonable travel, long-distance telephone and other out-of-pocket expenses incurred by you in performing work hereunder, other than expenses incurred for administrative assistant services. All costs must be substantiated by receipts or other written verification. Any unusual or significant expenses must be approved in advance by or on behalf of the Company.

Joseph T. Gorman
February 8, 2001
Page 2

      If you agree with the terms of this letter agreement, please sign at the bottom of this letter and initial each page of the attached terms and conditions and return them to me. Please keep a copy of these documents for your records.

Sincerely,

TRW Inc.

By /s/ John D. Ong                    
John D. Ong
Chairman, The Compensation Committee of the TRW Inc. Board of
Directors

Accepted and agreed to this 21st day of February 2001

/s/ Joseph T. Gorman            
Joseph T. Gorman

Exhibit 1

TERMS AND CONDITIONS

I. CONFIDENTIAL INFORMATION

      The term “TRW Confidential Information” refers to all business and/or technical data, reports, drawings, tapes, formulas, interpretations, forecasts, business plans and analyses, records, trade secrets, customer lists, documents, proposals, information regarding products, pricing, terms of sale, processes, research and development, apparatus and application methods and all other information reflecting upon or concerning TRW Inc., its subsidiaries or affiliates (hereinafter referred to as “TRW”) that TRW protects against unrestricted disclosure to others and that Consultant obtains from TRW, its employees, subsidiaries or affiliates, or otherwise acquires while engaged hereunder, including information of a third party as to which TRW has a nondisclosure obligation. In view of the sensitive information to which Consultant will have access during Consultant’s engagement hereunder, any information reflecting upon or concerning TRW and known, communicated or accessible to Consultant shall be deemed to be TRW Confidential Information unless such information has been published by TRW in publicly available documents.

      Consultant:

(a)	agrees that TRW Confidential Information is the sole property of TRW and that such TRW Confidential Information shall be used only in providing consulting services hereunder for TRW;
(b)	will hold the TRW Confidential Information in confidence and not disclose it in any manner whatsoever, in whole or in part, to any person except to employees of TRW, or to employees of Consultant who need to know in order to perform their duties and who agree in writing to use the Confidential Information only to assist Consultant in performance of Consultant’s duties hereunder;
(c)	will take or cause to be taken all reasonable precautions to prevent the disclosure or communication of TRW Confidential Information to third parties;
(d)	agrees that each reproduction, duplication, or copy of any portion of TRW Confidential Information will be deemed TRW Confidential Information for all purposes hereunder; and
(e)	will, upon expiration or termination of the Agreement, discontinue all use of TRW Confidential Information and return all documents containing TRW Confidential Information to TRW.

II. INVENTIONS

      Consultant shall disclose promptly to TRW all ideas, inventions, discoveries or improvements, whether or not patentable, which were or are conceived or first reduced to practice by Consultant, whether solely or jointly with employees of TRW, its subsidiaries or affiliates, in the course of performing work hereunder or as a result of knowledge acquired while performing services under this Agreement (“TRW Inventions”). Consultant agrees that all TRW Inventions shall be the sole property of TRW. During and subsequent to the term of this Agreement, Consultant will execute and deliver to TRW all documents and take such other action as may be reasonably required by TRW to assist TRW in obtaining patents in the United States and foreign countries and in vesting title thereto in TRW for said TRW Inventions. At TRW’s request and expense, Consultant shall cooperate with TRW and do all things reasonably and lawfully appropriate to assist TRW, or its successors, assigns and nominees, to obtain and enforce patents relating to such TRW Inventions.

III. COPYRIGHTS

      Neither Consultant nor any of Consultant’s employees or independent contractors shall knowingly incorporate in any work prepared under this Agreement any copyrighted or proprietary material of TRW or any other person. Further, any work of authorship created under this Agreement shall constitute a “work made for hire”, when so defined by the Copyright Act, and as to any work not so defined, Consultant hereby transfers, and shall cause its employees to transfer, to TRW any and all right, title and interest Consultant may have in and to the copyright in such work for the entire term of the copyright. No rights are reserved to Consultant in any work prepared under this Agreement.

IV. LICENSE

      Consultant hereby grants to TRW a fully paid-up, nonexclusive and perpetual right and license to use any and all of Consultant’s know-how and trade secrets which are necessary to the implementation of work by TRW pursuant to the reports and recommendations made by Consultant.

V. CLASSIFIED MATERIAL

      TRW shall advise Consultant which information or items provided to Consultant constitute classified material, and Consultant shall comply with all security requirements imposed by the United States Government or TRW. If it becomes necessary for Consultant to store classified material at Consultant’s place of work, other than TRW premises, a facility clearance shall be required. In that event, Consultant shall enter into

a security agreement with the applicable Government agency and maintain a system of security controls in accordance with such security agreement. All such classified material shall be promptly returned to TRW on request or upon termination of the security agreement or this Agreement, whichever first occurs.

VI. NO CONFLICT; NONCOMPETITION

      Except with the prior written approval of TRW after full disclosure of all relevant facts, Consultant shall refrain from accepting work, engagements or appointments from any third party that conflict with, or impede an unbiased performance of, Consultant’s work hereunder or the protection of TRW Confidential Information. Moreover, the Consultant agrees that he shall not work with or for any third party who is a competitor of TRW, and whose revenues from products or services that compete with TRW exceed 15 percent of TRW’s total revenues for the sum of the last four completed fiscal quarters.

VII. COMPLIANCE

      Consultant warrants that Consultant has the right to enter into this Agreement and that performance of the work specified shall not cause Consultant to be in violation of any federal, state or local law or regulation, or any contractual agreement entered into by the Consultant. Consultant shall comply with TRW’s policies, directives and standards, including without limitation TRW’s standards regarding legal and ethical conduct and government contracting and with all applicable federal, state and local laws and regulations. Consultant shall file all tax returns and reports required to be filed pursuant to law.

VIII. TERMINATION

      This Agreement may be terminated by TRW in whole, or in part, only upon prior written notice to the Consultant that the Directors of TRW have found that the Consultant intentionally committed an act materially inimical to the interests of TRW or its subsidiary. Payment shall be made for services and expenses rendered or incurred through the date of termination. Advance payments shall be prorated through the termination date. The covenants set forth in these Terms and Conditions shall be permanent and shall survive the termination of the Agreement.

IX. FORCE MAJEURE

      Neither party shall incur liability to the other party on account of any loss or damage resulting from any delay or failure to perform any part of this Agreement where

such delay or failure was caused in whole or in part by events, occurrences, or causes beyond the reasonable control of such party.

X. RECORDS

      Consultant shall maintain a written record of all work performed and data generated in the course of performance. Such written material shall be the sole property of TRW and shall be made available on request. TRW shall have the right to request preliminary reports from Consultant which represent the findings and conclusions of Consultant based on the information which exists at that time. Upon completion of each specific project or termination of this Agreement, Consultant shall, if requested by TRW, promptly furnish TRW a complete report, together with all supporting contract data.

XI. CHANGES

      This Agreement may not be amended, modified or otherwise changed except by an instrument in writing signed by TRW and Consultant.

XII. INDEPENDENT CONTRACTOR

      Consultant agrees that in the performance of this Agreement, Consultant shall act as an independent contractor, and not as an employee of TRW, and all of Consultant’s agents and employees shall be subject solely to the control, supervision and authority of Consultant. Consultant understands and agrees that TRW will not cover Consultant or Consultant’s employees or agents with Worker’s Compensation, Unemployment Insurance, State Disability Insurance, public liability insurance or other benefits that may be available to employees of TRW. Consultant shall refrain from any representation that Consultant is an employee, agent or legal representative of TRW, or from incurring liabilities or obligations of any kind in the name, or on behalf, of TRW.

      It is agreed that (a) Consultant shall be responsible for Social Security taxes, if any, which may be applicable and for any other applicable fees or taxes (federal, state or local) which may be required; and (b) Consultant and Consultant’s employees, agents, heirs, successors and assigns shall not be entitled, by virtue of any work done under this Agreement, to any benefits under any medical or travel accident insurance, pension, sick leave, life insurance, vacation, or disability, or other employees’ benefit plan or plans maintained by TRW for its employees; and (c) Consultant shall hereby indemnify and hold TRW, its agents, and employees harmless from and against any expense, claim, action, loss or liability to any third party in the course of performing work under this Agreement, or the acts or omissions of Consultant’s employees, agents, subcontractors, suppliers, or other third parties utilized in connection with Consultant’s performance.

XIII. NONDISCRIMINATION

      Consultant: (a) will not discriminate against any applicant for employment on the basis of race, color, non-job related handicap, veteran status, religion, sex, national origin or age; (b) will take affirmative action to ensure that applicants are employed and employees are treated during employment without regard to their race, color, religion, sex, national origin, veteran status or non-job related handicap; and (c) will otherwise at all times comply with all applicable federal, state and local laws, rules, regulations, orders and ordinances relating to equal employment opportunity. Without limiting the generality of the foregoing, Consultant shall at all times comply fully with the provisions of the following regulations and Executive Orders, as the same may be amended or modified from time to time, and all rules and regulations promulgated thereunder or relating thereto or to such Executive Orders, as so amended or modified, such rules and regulations being herein incorporated by this reference: (i) Executive Order 11246, as amended by Executive Order 11375 (relating to nondiscrimination in employment by Government contracts and trade contractors); (ii) Executive Order 11625 (relating to utilization of minority business enterprises); (iii) Executive Order 11701 and 41 CFR 60-250 (relating to employment of certain veterans); (iv) Executive Order 11758 and 41 CFR 60-741:4 (relating to employment of handicapped persons); and (v) Executive Order 11141 (relating to nondiscrimination on the basis of age). Consultant shall, upon request of TRW, provide TRW with such certifications and undertake such other actions as TRW may deem appropriate to verify and assure Consultant’s compliance with such Executive Orders and regulations.

XIV. PUBLICITY

      Except as TRW grants prior written approval, Consultant shall not publicize the existence or terms of, or work performed under, this Agreement.

XV. ASSIGNMENT

      This Agreement shall not be assignable by either party without the prior written consent of the other party, except that TRW may assign this Agreement without such consent with respect to any corporate reorganization, merger, transfer of assets or similar transaction pursuant to which all of TRW’s rights and obligations hereunder are transferred by operation of law or otherwise.

XVI. ENTIRE AGREEMENT

      This Agreement, including the engagement letter and these terms and conditions, sets forth the entire understanding between the parties relating to the

subject matter contained herein and merges all prior discussions between them. Neither party shall be bound by any condition, warranty, or representation other than as expressly stated in this Agreement or as subsequently set forth in writing signed by the parties. If prior agreements, letters or proposals relating to the subject matter of this Agreement are inconsistent with the terms and conditions of the Agreement, this Agreement shall govern.

EX-10.MM 16 l86560aex10-mm.htm EX-10(MM) 2001-02 STRATEGIC INCENTIVE PROG. GRANT

Exhibit 10(mm)

2001-2002 STRATEGIC INCENTIVE PROGRAM GRANT

To:	Date:
SSN:

As a key employee of TRW Inc. or a subsidiary, you are hereby awarded a “Grant”, under the 2001-2002 Strategic Incentive Program, to receive a grant of ______ performance units, subject to the attached terms and conditions.

TRW Inc.

By: ____________________

2001-2002 STRATEGIC INCENTIVE PROGRAM GRANT

Terms and Conditions

1. The Grant
This Grant sets forth the terms and conditions under which you will receive performance units in the event that certain financial goals are achieved with respect to the calendar years 2001 through 2002 (the “Performance Period”).

2. Performance Criteria
The definition of the goals, for purposes of this Grant, is set forth in Exhibit A. The criteria for including items in or excluding items from the calculations set forth in Exhibit A shall be at the complete discretion of the Compensation Committee of the TRW Directors (the “Committee”).

A goal scoring sheet for each of the two years in the Performance Period and weighted award levels related to each of the financial goals is attached as Exhibit B.

3. Payment
Promptly following the availability of financial information at the end of each year in the Performance Period, the number of performance units to be paid out will be determined by multiplying the Grant by the payout percent generated by the goal scoring sheet. Each performance unit will be converted into cash using the average of the high and the low sale price averages of a share of TRW Common Stock (“TRW Common”) on the New York Stock Exchange Composite Transactions Listing, as published in the Midwest Edition of the Wall Street Journal (the “Average TRW High and Low”) for each day on which such shares are traded on the New York Stock Exchange during the months of December and January preceding the date of payment. This amount will be paid to you in the currency in which you receive your compensation.

4. Taxes
Upon any payment pursuant to this Grant, TRW will deduct any withholding or other taxes due.

5. Transferability
This Grant is not transferable other than by will or the laws of descent and distribution.

6. Death
If your termination of employment occurs as a result of your death during the second year of the Performance Period, your estate or those so designated by will or the laws of descent and distribution will be entitled to receive a prorated payment reflecting the number of full months of service that you were employed during the second year of the Performance Period. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of your death.

7. Disability
If your termination of employment occurs in the second year of the Performance Period due to disability for a period of more than twelve months (as determined in accordance with the TRW U.S. Long-Term Disability Plan), you will be entitled to receive a prorated payment reflecting the number of full months of service during the second year of the Performance Period before the commencement of your disability. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of the commencement of your disability.

8. Termination of Employment
This Grant shall terminate on the date of your termination of employment and you shall not be entitled to any additional payments hereunder. However, if your employment is terminated as a result of retirement during the second year of the Performance Period, you may be eligible to receive a prorated payment reflecting the number of full months of service during the second year of the Performance Period before your retirement, at the sole discretion of the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, at the sole discretion of the Committee). Such payment, if approved, will be made in February 2003.

9. Adjustments
The Committee shall make such adjustments in the number and kind of performance units, including the right to receive any payouts, as it may determine are equitably required to prevent dilution or enlargement of your rights that would otherwise result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of TRW, merger, consolidation, reorganization, partial or complete liquidation or other corporate transaction or event having an effect similar to any of the foregoing.

10. Change in Control
The Performance Period as referred to in this Grant will end immediately upon a change in control of TRW Inc. For purposes of this Grant, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

If a Change in Control occurs prior to the time payment has been made for the first year of the Performance Period, you will be entitled to receive a payment for the full Performance Period, assuming maximum performance on all goals. If a Change in Control occurs before the end of the second year of the Performance Period, and after the payment has been made for the first year of the Performance Period, you will be entitled to receive a payment equal to fifty percent of the Grant, assuming maximum performance on all goals. The number of units payable, determined in accordance with this paragraph, will be issued to you promptly following the Change in Control and will be valued using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the 30 calendar days preceding the date the Change in Control occurs.

11. Amendments
In addition to the authority to make adjustments as provided in Section 9, the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee) shall have the authority, until such time as a Change in Control as defined in Section 10 occurs, to amend this Grant. Notwithstanding the foregoing, if you transfer positions or change responsibilities within TRW and are no longer eligible to participate in this Program, your Grant will automatically terminate and, if such transfer or change in responsibilities occurs during the second year of the Performance Period, you may be entitled to receive a prorated payout, at the sole discretion of the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee), based on the number of full months that your Grant was in effect during the second year of the Performance Period. The CEO or the Committee, as the case may be, also reserves the right to withhold payment under this Grant due to individual performance.

12. Miscellaneous
This Grant shall not be construed as giving you any right to continue in the employ of TRW. Subject to the requirements and limitations in Sections 10 and 11 above, the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee) has authority to interpret and construe any provision of this Grant and any such interpretation and construction shall be binding and conclusive. Except as provided in Sections 6, 7 and 10 above, no rights hereunder shall accrue to you with respect to the Performance Period until such period is completed and the goals performance for such period has been approved as provided in Section 3 above.

This Grant is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, this Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-term service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits, or similar payments.

13. Entire Agreement
This Grant sets forth the entire understanding between you and TRW with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating hereto.

EX-10.NN 17 l86560aex10-nn.htm EX-10(NN) 2001-03 STRATEGIC INCENTIVE PROG. GRANT

Exhibit 10(nn)

2001-2003 STRATEGIC INCENTIVE PROGRAM GRANT

To:	Date:
SSN:

As a key employee of TRW Inc. or a subsidiary, you are hereby awarded a “Grant”, under the 2001-2003 Strategic Incentive Program, to receive a grant of ______ performance units, subject to the attached terms and conditions.

TRW Inc.

By: ____________________

2001-2003 STRATEGIC INCENTIVE PROGRAM GRANT

Terms and Conditions

1. The Grant
This Grant sets forth the terms and conditions under which you will receive performance units in the event that certain financial goals are achieved with respect to the calendar years 2001 through 2003 (the “Performance Period”).

2. Performance Criteria
The definition of the goals, for purposes of this Grant, is set forth in Exhibit A. The criteria for including items in or excluding items from the calculations set forth in Exhibit A shall be at the complete discretion of the Compensation Committee of the TRW Directors (the “Committee”).

A goal scoring sheet for the three years in the Performance Period and weighted award levels related to each of the financial goals is attached as Exhibit B.

3. Payment
Promptly following the availability of financial information at the end of the Performance Period, the number of performance units to be paid out will be determined by multiplying the Grant by the payout percent generated by the goal scoring sheet. Each performance unit will be converted into cash using the average of the high and the low sale price averages of a share of TRW Common Stock (“TRW Common”) on the New York Stock Exchange Composite Transactions Listing, as published in the Midwest Edition of the Wall Street Journal (the “Average TRW High and Low”) for each day on which such shares are traded on the New York Stock Exchange during the months of December 2003 and January 2004. This amount will be paid to you in the currency in which you receive your compensation.

4. Taxes
Upon any payment pursuant to this Grant, TRW will deduct any withholding or other taxes due.

5. Transferability
This Grant is not transferable other than by will or the laws of descent and distribution.

6. Death
If your termination of employment occurs as a result of your death during the second or third year of the Performance Period, your estate or those so designated by will or the laws of descent and distribution will be entitled to receive a prorated payment reflecting the number of full months of service that you were employed during the Performance Period. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of your death.

7. Disability
If your termination of employment occurs in the second or third year of the Performance Period due to disability for a period of more than twelve months (as determined in accordance with the TRW U.S. Long-Term Disability Plan), you will be entitled to receive a prorated payment reflecting the number of full months of service during the Performance Period before the commencement of your disability. The value of such payment will be based on target performance and each unit will be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the date of the commencement of your disability.

8. Termination of Employment
This Grant shall terminate on the date of your termination of employment and you shall not be entitled to any additional payments hereunder. However, if your employment is terminated as a result of retirement during the second or third year of the Performance Period, you may be eligible to receive a prorated payment reflecting the number of full months of service during the Performance Period before your retirement, at the sole discretion of the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, at the sole discretion of the Committee). Such payment, if approved, will be made in February 2004.

9. Adjustments
The Committee shall make such adjustments in the number and kind of performance units, including the right to receive any payouts, as it may determine are equitably required to prevent dilution or enlargement of your rights that would otherwise result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of TRW, merger, consolidation, reorganization, partial or complete liquidation or other corporate transaction or event having an effect similar to any of the foregoing.

10. Change in Control
The Performance Period as referred to in this Grant will end immediately upon a change in control of TRW Inc. For purposes of this Grant, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring (a) by virtue of TRW’s merger, consolidation or reorganization into or with, or transfer of assets to, another corporation or (b) by virtue of a change in the majority of the Directors of TRW during any two-year period unless the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of such period or (c) through the acquisition of shares representing 20% or more of the voting power of TRW or (d) through any other change in control reported in any filing with the Securities and Exchange Commission; provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of the resolutions controls over this summary language.

If a Change in Control occurs prior to the end of the Performance Period, you will be entitled to receive a payment for the full Performance Period, assuming maximum performance on all goals. The number of units payable, determined in accordance with the preceding sentence, will be issued to you promptly following the Change in Control and will be valued using the Average TRW High and Low for each day on which such shares are traded on the New York Stock Exchange during the 30 calendar days preceding the date the Change in Control occurs.

11. Amendments
In addition to the authority to make adjustments as provided in Section 9, the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee) shall have the authority, until such time as a Change in Control as defined in Section 10 occurs, to amend this Grant. Notwithstanding the foregoing, if you transfer positions or change responsibilities within TRW and are no longer eligible to participate in this Program, your Grant will automatically terminate and, if such transfer or change in responsibilities occurs during the second or third year of the Performance Period, you may be entitled to receive a prorated payout, at the sole discretion of the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee), based on the number of full months that your Grant was in effect. The CEO or the Committee, as the case may be, also reserves the right to withhold payment under this Grant due to individual performance.

12. Miscellaneous
This Grant shall not be construed as giving you any right to continue in the employ of TRW. Subject to the requirements and limitations in Sections 10 and 11 above, the CEO (or, if the recipient of this Grant is a member of the Management Committee of TRW, the Committee) has authority to interpret and construe any provision of this Grant and any such interpretation and construction shall be binding and conclusive. Except as provided in Sections 6, 7 and 10 above, no rights hereunder shall accrue to you with respect to the Performance Period until such period is completed and the goals performance for such period has been approved as provided in Section 3 above.

This Grant is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, this Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-term service awards, social insurance contributions (except where local law specifically provides otherwise), pension or retirement benefits, or similar payments.

13. Entire Agreement
This Grant sets forth the entire understanding between you and TRW with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating hereto.

EX-10.PP 18 l86560aex10-pp.htm EX-10(PP) 364-DAY AMENDED & RESTATED CREDIT AGRMT.

Exhibit 10(pp)

CONFORMED COPY

364-DAY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

January 23, 2001

among

TRW INC.

The Borrowing Subsidiaries
Party Hereto

The Lenders Party Hereto

and

THE CHASE MANHATTAN BANK,
as Administrative Agent

SALOMON SMITH BARNEY INC.,
as Syndication Agent

BANK OF AMERICA, N.A.,
BARCLAYS BANK PLC,
as Co-Documentation Agents,

J.P. MORGAN
SALOMON SMITH BARNEY INC.,
as Joint-Lead Arrangers and Joint-Book Managers

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		13
SECTION 1.03. Terms Generally		13
SECTION 1.04. Accounting Terms; GAAP		13
ARTICLE II
The Credits
SECTION 2.01. Commitments		14
SECTION 2.02. Loans and Borrowings		14
SECTION 2.03. Requests for Revolving Borrowings		14
SECTION 2.04. Competitive Bid Procedure		15
SECTION 2.05. Funding of Borrowings		17
SECTION 2.06. Interest Elections		18
SECTION 2.07. Termination and Reduction of Commitments		19
SECTION 2.08. Repayment of Loans; Evidence of Debt		19
SECTION 2.09. Prepayment of Loans		20
SECTION 2.10. Fees		21
SECTION 2.11. Interest		21
SECTION 2.12. Alternate Rate of Interest		22
SECTION 2.13. Increased Costs		23
SECTION 2.14. Break Funding Payments		24
SECTION 2.15. Taxes		24
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		25
SECTION 2.17. Mitigation Obligations; Replacement of Lenders		27
SECTION 2.18. Borrowing Subsidiaries		27
SECTION 2.19. Foreign Subsidiary Costs		28
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers		28
SECTION 3.02. Authorization; Enforceability		28
SECTION 3.03. Governmental Approvals; No Conflicts		29
SECTION 3.04. Financial Condition; No Material Adverse Change		29
SECTION 3.05. Litigation and Environmental Matters		29
SECTION 3.06. Investment and Holding Company Status		29
SECTION 3.07. Taxes		29
SECTION 3.08. ERISA		30

3

ARTICLE IV
Conditions
SECTION 4.01. Effective Date	30
SECTION 4.02. Each Credit Event	31
SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary	31
ARTICLE V
Affirmative Covenants
SECTION 5.01. Financial Statements and Other Information	32
SECTION 5.02. Existence; Conduct of Business	33
SECTION 5.03. Use of Proceeds	33
ARTICLE VI
Negative Covenants
SECTION 6.01. Indebtedness	33
SECTION 6.02. Mortgages	33
SECTION 6.03. Sale and Lease-Back Transactions	35
SECTION 6.04. Fundamental Changes	35
SECTION 6.05. ERISA	35
SECTION 6.06. Change in Control	36
SECTION 6.07. Interest Coverage Ratio	36
SECTION 6.08. Minimum Consolidated Net Worth	36
ARTICLE VII
Events of Default	36
ARTICLE VIII
The Administrative Agent	38
ARTICLE IX
Guarantee	40
ARTICLE X
Miscellaneous
SECTION 10.01. Notices	41

4

SECTION 10.02. Waivers; Amendments	41
SECTION 10.03. Expenses; Indemnity; Damage Waiver	42
SECTION 10.04. Successors and Assigns	43
SECTION 10.05. Survival	45
SECTION 10.06. Counterparts; Integration; Effectiveness	46
SECTION 10.07. Severability	46
SECTION 10.08. Right of Setoff	46
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process	46
SECTION 10.10. WAIVER OF JURY TRIAL	47
SECTION 10.11. Headings	47
SECTION 10.12. Confidentiality	47
SECTION 10.13. Conversion of Currencies	48
SECTION 10.14. Interest Rate Limitation	48

SCHEDULES:

Schedule 2.01 — Commitments

EXHIBITS:

Exhibit A-1	—	Form of Borrowing Subsidiary Agreement
Exhibit A-2	—	Form of Borrowing Subsidiary Termination
Exhibit B	—	Form of Assignment and Acceptance
Exhibit C	—	Form of Opinion of General Counsel of the Company
Exhibit D	—	Form of Opinion of Counsel for each Borrowing Subsidiary
Exhibit E	—	Form of Compliance Certificate

      364-DAY CREDIT AGREEMENT dated as of January 23,

2001, among TRW INC., the BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS from time to time party hereto, THE CHASE MANHATTAN BANK, as Administrative Agent and SALOMON SMITH BARNEY INC., as Syndication Agent.

      The parties hereto agree as follows:

ARTICLE I

Definitions

      SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

      “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

      “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

      “Administrative Agent” means The Chase Manhattan Bank, in its capacity as administrative agent for the Lenders hereunder.

      “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

      “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

      “Agreement Currency” has the meaning assigned to such term in Section 10.13(b).

      “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

      “Applicable Creditor” has the meaning assigned to such term in Section 10.13(b).

      “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the

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Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

      “Applicable Rate” means, for any day, with respect to any Eurocurrency Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread” or “Facility Fee Rate” as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt:

	Eurocurrency			Facility Fee
Index Debt Ratings:	Spread			Rate
Category 1
> BBB+/Baa1		.525	%		.100	%
Category 2
< BBB/Baa2		.625	%		.125	%

      For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 2; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrowers and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

      “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

      “Attributable Debt” means, as to any particular lease under which any Person is liable at the time and at any date as of which the amount thereof is to be determined, the lesser of (a) the fair value of the property subject to such lease (as determined by the Directors of the Company) or (b) the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof, discounted from the respective due dates thereof to such date at the actual interest factor included in such rent. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to

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such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

      “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Termination Date and the date of termination of the Commitments.

      “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

      “Borrower” means the Company or any Borrowing Subsidiary.

      “Borrowing” means (a) Revolving Loans of the same Type and currency, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect.

      “Borrowing Request” means a request by a Borrower for a Revolving Borrowing in accordance with Section 2.03.

      “Borrowing Subsidiary” means, at any time, each Subsidiary that has been designated as a Borrowing Subsidiary by the Company pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section or Article VII.

      “Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit A-1.

      “Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit A-2.

      “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

      “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

      “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange

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Commission thereunder as in effect on the date hereof), of shares representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who are not Continuing Directors. For purposes of the foregoing, “Continuing Directors” shall mean (i) the directors of the Company on the date hereof and (ii) each other director nominated or appointed by at least two thirds of the Continuing Directors at the time of such nomination or appointment.

      “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

      “Chase” means The Chase Manhattan Bank and its successors.

      “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Competitive Loans.

      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

      “Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $1,800,000,000.

      “Company” means TRW Inc., an Ohio corporation.

      “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

      “Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

      “Competitive Bid Request” means a request by any Borrower for Competitive Bids in accordance with Section 2.04.

      “Competitive Loan” means a Loan made pursuant to Section 2.04.

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      “Consolidated EBITDA” means, for any fiscal period, with respect to the Company and its consolidated Subsidiaries, (a) Consolidated Net Income for such period plus (b) to the extent deducted in computing such Consolidated Net Income, without duplication, the sum of (i) income tax expense, (ii) Consolidated Interest Expense, (iii) depreciation and amortization expense, (iv) any extraordinary or non-recurring losses and (v) other noncash items (other than accruals) reducing Consolidated Net Income, minus (c) to the extent added in computing such Consolidated Net Income, without duplication, the sum of (i) any extraordinary or non-recurring gains and (ii) other noncash items (other than accruals) increasing Consolidated Net Income, all as determined on a consolidated basis in accordance with GAAP; provided that gains on sales of the Company’s equity investments in publicly-traded companies and pension income related to LucasVarity will in no event be subtracted under this clause (c) for purposes of computing Consolidated EBITDA.

      “Consolidated Funded Debt” means the Funded Debt of the Company and the consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP.

      “Consolidated Interest Expense” means, for any period, the aggregate of all interest expense of the Company and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

      “Consolidated Net Assets” means the sum of (a) the total of all assets of the Company and the consolidated Subsidiaries that would appear on a consolidated balance sheet of the Company prepared in accordance with GAAP less (b) Consolidated Net Worth.

      “Consolidated Net Income” means, for any period, net income of the Company and the consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

      “Consolidated Net Worth” means, at any date, the consolidated shareholders’ investment of the Company and the consolidated Subsidiaries, exclusive of foreign currency translation adjustment and unrealized gains or losses on securities as reported in the Company’s financial statements under “Other Comprehensive Income,” determined as of such date. Consolidated shareholders’ investment, foreign currency translation adjustment and unrealized gains or losses on securities of the Company shall be as included in the annual or quarterly financial statements of the Company, as applicable.

      “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power or by contract. “Controlling” and “Controlled” have meanings correlative thereto.

      “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

      “Dollars” or “$” refers to lawful money of the United States of America.

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      “Domestic Subsidiary” means each consolidated Subsidiary other than (a) any consolidated Subsidiary which the Directors of the Company reasonably determine not to be material to the business or financial condition of the Company; (b) any consolidated Subsidiary the major portion of the assets of which are located, or the major portion of the business of which is carried on, outside the United States of America, its territories and possessions; (c) any consolidated Subsidiary which, during the 12 most recent calendar months (or such shorter period as shall have elapsed since its organization) derived the major portion of its gross revenues from sources outside the United States of America; (d) any consolidated Subsidiary the major portion of the assets of which consists of securities or obligations, or both, of one or more corporations (whether or not consolidated Subsidiaries) of the types described in the preceding clauses (b) and (c); and (e) any consolidated Subsidiary organized after January 1, 2001 which the Company intends shall be operated in such manner as to come within one or more of the preceding clauses (b), (c) and (d).

      “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

      “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

      “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

      “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by a Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by a Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by a Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by a Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

      “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate).

      “Event of Default” has the meaning assigned to such term in Article VII.

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      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

      “Excluded Taxes” means (i) with respect to each Lender, taxes imposed on its net income, and franchise or similar taxes imposed on it, by a jurisdiction under the laws of which it is organized or in which its principal executive office or applicable lending office is located, and (ii) any United States withholding tax imposed on such payment, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender under the laws and treaties in effect when such Lender first becomes a party to this Agreement.

      “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

      “Financial Officer” means the chief financial officer, treasurer or controller of the Company.

      “Five-Year Credit Agreement” means the Five-Year Credit Agreement dated as of January 25, 2000 among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, Chase, as administrative agent, Chase Manhattan International Limited, as London agent and Salomon Smith Barney Inc., as syndication agent.

      “Fixed Rate” means, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

      “Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.

      “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the applicable Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

      “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

      “Funded Debt” means all Indebtedness of the type described in clauses (a) and (b) of the definition thereof having a maturity of more than 12 months from the date such Indebtedness was incurred or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from the date such Indebtedness was incurred at the option of the obligor.

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      “GAAP” means generally accepted accounting principles in the United States of America applied in a manner consistent with the financial statements referred to in Section 3.04(a).

      “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

      “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

      “Guarantor Subsidiary” means any Subsidiary that shall have delivered to the Administrative Agent (a) a guarantee agreement in form and substance satisfactory to the Administrative Agent under which it shall guarantee the payment of the Obligations and (b) such evidence as the Administrative Agent may reasonably have requested (which may include an opinion of counsel qualified in any relevant jurisdiction) as to the corporate power and authority of such Subsidiary to enter into and the enforceability of such guarantee agreement and such other matters related to such guarantee agreement as the Administrative Agent may reasonably have determined to be material.

      “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by any Mortgage on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all non-contingent obligations (and, for purposes of Section 6.02 and the definition of Material Indebtedness, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under letters of credit and similar instruments and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent

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such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

      “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

      “Interest Election Request” means a request by the relevant Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.06.

      “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.

      “Interest Period” means (a) with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

      “Judgment Currency” has the meaning assigned to such term in Section 10.13(b).

      “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Acceptance.

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      “LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the average (rounded upward, if necessary, to the next 1/100 of 1%) of the respective interest rates per annum at which dollar deposits of such Borrowing are offered for such Interest Period to major banks in the London interbank market by Chase and Citibank, N.A. at approximately 11:00 a.m., London time, on the date two Business Days prior to the beginning of such Interest Period.

      “Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, and each promissory note delivered pursuant to this Agreement.

      “Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

      “LucasVarity” shall mean LucasVarity Limited, formerly known as LucasVarity plc, an English company.

      “Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

      “Margin Stock” means “margin stock” as defined in Regulation U.

      “Material Adverse Effect” means a material adverse effect on (a) the consolidated financial condition of the Company and the consolidated Subsidiaries, taken as a whole or (b) the ability of the Company to perform its payment obligations under the Loan Documents.

      “Material Indebtedness” means Indebtedness (other than the Loans), of any one or more of the Company and the Material Subsidiaries in an aggregate principal amount exceeding $100,000,000.

      “Material Subsidiary” means (a) any Borrowing Subsidiary, (b) any subsidiary that directly or indirectly owns or Controls any Borrowing Subsidiary or other Material Subsidiary and (c) any other Subsidiary whose assets (or, if such Subsidiary has subsidiaries, whose consolidated assets) are at least equal to $100,000,000.

      “Maturity Date” means the first anniversary of the Termination Date.

      “Moody’s” means Moody’s Investors Service, Inc.

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      “Mortgage” has the meaning assigned to such term in Section 6.02.

      “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

      “Obligations” means the due and punctual payment of (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to any Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of any Borrower under this Agreement and the other Loan Documents.

      “Other Taxes” means any present or future stamp or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or any Loan Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any Loan Document; provided that Other Taxes shall not include Excluded Taxes.

      “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

      “Permitted Subsidiary Indebtedness” means (a) Indebtedness under this Agreement or the Five-Year Credit Agreement, (b) any Indebtedness of a Subsidiary owed to the Company or another Subsidiary, (c) Indebtedness of Guarantor Subsidiaries, (d) any Indebtedness deemed incurred in connection with one or more receivables securitization transactions entered into by the Company and/or one or more Subsidiaries in an aggregate amount of up to $500,000,000 (minus the amount of any such Indebtedness of the Company) and (e) any Indebtedness of a finance Subsidiary with no significant assets or operations to the extent (i) such Indebtedness is Guaranteed by the Company and is not Guaranteed, or secured by assets or obligations of, any other Subsidiary, (ii) the proceeds of such Indebtedness are dividended to the Company or another Subsidiary or advanced to the Company and (iii) such finance Subsidiary is not the obligee in respect of any Indebtedness of any other Subsidiary.

      “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

      “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

      “Prime Rate” means the rate of interest per annum publicly announced from time to time by The Chase Manhattan Bank as its prime rate in effect at its principal

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office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

      “Principal Property” means any single manufacturing plant, engineering facility or research facility owned or leased by the Company or a Domestic Subsidiary other than any such plant or facility or portion thereof which the Board of Directors reasonably determines not to be of material importance to the Company and its Subsidiaries taken as a whole.

      “Register” has the meaning set forth in Section 10.04.

      “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

      “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders.

      “Revolving Credit Exposure” means, with respect to any Lender at any time, such Lender’s Applicable Percentage of the aggregate outstanding principal amount of the Revolving Loans at such time.

      “Revolving Loan” means a Loan made pursuant to Sections 2.01 and 2.03.

      “Specified Company Indebtedness” means, at any time, (a) all Indebtedness of the Company secured by Mortgages that would be prohibited by Section 6.02 but for the provisions of clause (h) thereof; (b) all Attributable Debt of the Company related to Sale and Leaseback Transactions that would be prohibited by Section 6.03 but for the provisions of clause (b) thereof; (c) all Indebtedness of the Company secured by Mortgages on capital stock of or other equity interests in Foreign Subsidiaries; and (d) all Indebtedness of the Company that is secured by Mortgages on accounts receivable or that is deemed to arise in connection with receivables securitization transactions, but only to the extent the amount of such Indebtedness of the Company and the Domestic Subsidiaries so secured or so arising exceeds $500,000,000.

      “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

      “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve

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percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

      “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

      “Subsidiary” means any subsidiary of the Company.

      “Taxes” means any and all present or future taxes or other charges of any nature deducted, withheld or otherwise imposed with respect to any payment by any Borrower pursuant to this Agreement or any Loan Document, and all liabilities with respect thereto other than Excluded Taxes.

      “Termination Date” means January 22, 2002.

      “Transactions” means the execution, delivery and performance by the Borrowers of the Loan Documents, the borrowing of Loans and the use of the proceeds thereof.

      “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate.

      “Wholly Owned Domestic Subsidiary” means each Domestic Subsidiary all the outstanding shares of which, other than directors’ qualifying shares, shall at the time be owned by the Company or by the Company and one or more Wholly Owned Domestic Subsidiaries, or by one or more Wholly Owned Domestic Subsidiaries.

      “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. , a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by

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Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

      SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

      SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

      SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to any Borrower from time to time during the Availability Period in Dollars in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding its Commitment or (b) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of the outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits, and subject to the terms and conditions set forth herein, any Borrower may borrow, prepay and reborrow Revolving Loans.

      SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders

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ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder.

      (b) Subject to Section 2.12, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower may request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the applicable Borrower may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

      (c) At the commencement of each Interest Period for any Revolving Borrowing, such Revolving Borrowing shall be in an aggregate amount that is at least equal to $10,000,000 and an integral multiple of $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurocurrency Revolving Borrowings outstanding.

      (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

      SECTION 2.03. Requests for Revolving Borrowings. To request a Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

      (i) the Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing);

      (ii) the aggregate principal amount of the requested Borrowing;

      (iii) the date of the requested Borrowing, which shall be a Business Day;

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      (iv) whether the requested Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

      (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

      (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

      If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

      SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, in each case denominated in Dollars; provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the aggregate principal amount of the outstanding Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Company or the applicable Borrowing Subsidiary shall notify the Administrative Agent of such request by telephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) three Competitive Bid Requests on the same day. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

      (i) the Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing);

      (ii) the aggregate principal amount of the requested Borrowing;

      (iii) the date of the requested Borrowing, which shall be a Business Day;

      (iv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;

      (v) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and

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      (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

      (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to any Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurocurrency Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.

      (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

      (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurocurrency Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless the amount of such Competitive Loan is an integral multiple of $5,000,000; provided

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further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may have a minimum amount of $1,000,000 and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the applicable Borrower. A notice given by a Borrower pursuant to this paragraph shall be irrevocable.

      (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

      (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

      SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of the relevant Borrower maintained by the Administrative Agent and designated by such Borrower in the applicable Borrowing Request or Competitive Bid Request.

      (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

      SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to

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different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued.

      (b) To make an election pursuant to this Section, the Company or the Borrowing Subsidiary (or the Company on its behalf) shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower, or by the Company on its behalf.

      (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

      (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

      (ii) the aggregate principal amount of the requested Borrowing;

      (iii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

      (iv) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

      (v) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration.

      (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

      (e) If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required

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Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

      SECTION 2.07. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Termination Date.

      (b) The Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments.

      (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

      SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan.

      (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

      (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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      (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.

      (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

      SECTION 2.09. Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section; provided that a Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.

      (b) In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures and the aggregate outstanding principal amount of the Competitive Loans exceeds 105% of the total Revolving Commitments, the Borrowers shall promptly prepay Revolving Borrowings in an aggregate amount equal to such excess. The Administrative Agent shall promptly notify the Company in the event it determines that any prepayment is required under this paragraph.

      (c) The Company shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.

      SECTION 2.10. Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to

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have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to, but excluding, the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on the date on which the Commitments terminate and on the Maturity Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

      (b) For any day on which the sum of the total Revolving Credit Exposure plus the aggregate principal amount of the outstanding Competitive Loans shall be greater than 33-1/3% of the total Commitments, and for each day after the Commitments shall have terminated, the Borrowers shall pay to the Administrative Agent for the account of each Lender a utilization fee which shall accrue at the rate of .125% per annum on the aggregate amount of such Lender’s outstanding Loans on such day. The accrued utilization fees, if any, shall be payable in arrears on the last day of each March, June, September and December and on the date on which the Commitments shall have terminated and no Loans shall be outstanding. All utilization fees shall be computed on the basis of a year of 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

      (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

      (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees and utilization fees, to the Lenders. Fees paid shall not be refundable absent manifest error in payment or computation.

      SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.

      (b) The Loans comprising each Eurocurrency Borrowing shall bear interest (i) in the case of a Eurocurrency Revolving Loan, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin applicable to such Loan.

      (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.

      (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the

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case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

      (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

      (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

      SECTION 2.12. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

      (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

      (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective, (ii) any Borrowing Request for a Eurocurrency Revolving Borrowing shall be deemed a request for an ABR Borrowing and (iii) any request by a Borrower for a Eurocurrency Competitive Borrowing shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurocurrency Competitive Borrowings may be made to Lenders that are not affected thereby.

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      SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

      (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

      (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Company will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

      (b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Company will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

      (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

      (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 45 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 45-day period referred to above shall be extended to include the period of retroactive effect thereof.

      (e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

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      SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto, (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.17, then, in any such event, the Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

      SECTION 2.15. Taxes. (a) Each payment by a Borrower to or for the account of a Lender hereunder or under any Loan Document shall be made without deduction for any Taxes or Other Taxes; provided that, if a Borrower shall be required by law to deduct any Taxes or Other Taxes from such payment, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such deduction been made, (ii) such Borrower shall make such deduction, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Borrower shall promptly furnish to the Administrative Agent, at its address specified in or pursuant to Section 10.01, the original or a certified copy of a receipt evidencing payment thereof or other reasonably satisfactory evidence thereof.

      (b) The relevant Borrower shall indemnify each Lender for the full amount of any Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted (whether or not correctly) by any jurisdiction on amounts payable under this Section) paid by such Lender with respect to amounts paid by such Borrower pursuant to this Agreement or any Loan Document, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after the later of the date such Lender makes demand therefor and the date such payment is made.

      (c) Each Lender organized under the laws of a jurisdiction outside the United States, before it signs and delivers this Agreement in the case of each Lender

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listed on the signature pages hereof and before it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Company (but only so long as such Lender remains lawfully able to do so), shall provide the Company and the Administrative Agent with Internal Revenue Service form W-8BEN or W-8ECI in duplicate, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which exempts such Lender from United States withholding tax or reduces the rate of withholding tax on payments of interest for the account of such Lender or certifying that the income receivable by it pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States.

      (d) For any period with respect to which a Lender has failed to provide the Company or the Administrative Agent with the appropriate form as required by paragraph (c) above (unless such failure is due to a change in treaty, law or regulation occurring after the date on which such form originally was required to be provided or results from the Company’s failure to make a timely written request pursuant to paragraph (c) above), such Lender shall not be entitled to indemnification under paragraphs (a) or (b) above with respect to Taxes imposed by the United States; provided that if a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

      SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. All such payments shall be made to the Administrative Agent to such account as it shall from time to time specify at its offices at 270 Park Avenue, New York, New York, or, in any such case, at such other address as the Administrative Agent shall from time to time specify in a notice delivered to the Company; provided that payments pursuant to Section 2.13, Section 2.14, Section 2.15 and Section 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

      (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

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      (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

      (d) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the relevant Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

      (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

      SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the

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future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

      (b) If any Lender requests compensation under Section 2.13, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under the Loan Documents (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

      SECTION 2.18. Borrowing Subsidiaries. On or after the Effective Date, the Company may designate any Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate such Borrowing Subsidiary’s right to make further Borrowings under this Agreement. Promptly following receipt of any Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender.

      SECTION 2.19. Foreign Subsidiary Costs. (a) If the cost to any Lender of making or maintaining any Loan to a Borrowing Subsidiary is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrowing Subsidiary is incorporated in, or conducts business in, a jurisdiction outside the United States, such Borrowing Subsidiary shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to

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be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error.

      (b) Each Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will entitle such Lender to additional interest or payments pursuant to paragraph (a) above, but in any event within 45 days after such Lender obtains actual knowledge thereof;  provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 2.19 in respect of any costs resulting from such event, only be entitled to payment under this Section 2.19 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different applicable lending office, if, in the judgment of such Lender, such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Lender.

ARTICLE III

Representations and Warranties

The Company represents and warrants to the Lenders that:

      SECTION 3.01. Organization; Powers. The Company and each Borrowing Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

      SECTION 3.02. Authorization; Enforceability. The Transactions are within each Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Loan Document to which any Borrower is to be a party, when executed and delivered by such Borrower, will constitute, a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

      SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions require no action by or in respect of, or filing with, any governmental body, agency or official (other than (i) Exchange Act reporting requirements and (ii) actions which have been taken, and filings which have been made, and are in full force and effect) and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Amended Articles of Incorporation or Regulations (or comparable documents) of the Company or any Borrowing Subsidiary or of any agreement for borrowed money or other material agreement binding upon the Company or any Borrowing Subsidiary.

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      SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 1999, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2000. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and the consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

      (b) As of the date of this Agreement, there has been no material adverse change in the business, financial position or results of operations of the Company and the consolidated Subsidiaries, taken as a whole, since December 31, 1999.

      SECTION 3.05. Litigation and Environmental Matters. (a) As of the date of this Agreement, there are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of the consolidated Subsidiaries is a party or to which any of their respective properties is subject that are required to be disclosed in the Company’s periodic reports under the Exchange Act and that have not been so disclosed or that involve this Agreement, any other Loan Document or the Transactions.

      (b) The Company has established accruals for matters that are probable and reasonably estimable as required by FASB Statement No. 5, “Accounting for Contingencies.” To the Company’s knowledge, any liability that may result from the resolution of known environmental matters in excess of amounts accrued therefor will not have a Material Adverse Effect.

      SECTION 3.06. Investment and Holding Company Status. Neither the Company nor any of the Borrowing Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

      SECTION 3.07. Taxes. As of the date of this Agreement, the Company and the consolidated Subsidiaries have timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

      SECTION 3.08. ERISA. As of the date of this Agreement, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. As of the date of this Agreement, each member of the controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each defined benefit plan maintained by the Company and the consolidated Subsidiaries.

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ARTICLE IV

Conditions

      SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):

      (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

      (b) The Administrative Agent shall have received the favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of the General Counsel of the Company, substantially in the form of Exhibit C, and covering such other matters relating to the Borrowers, this Agreement, the other Loan Documents or the Transactions as the Administrative Agent or the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion.

      (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to the Borrowers, this Agreement, the other Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

      (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

      (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Loan Document.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) on or prior to January 23, 2001 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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      SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

      (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on and as of the date of such Borrowing (except that, in the case of the representations and warranties set forth in Section 3.04(b), Section 3.05, Section 3.07 and Section 3.08, such representations and warranties shall be true and correct on and as of the date of this Agreement).

      (b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

      SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary. The obligation of each Lender to make Loans to any Borrowing Subsidiary is subject to the satisfaction of the following conditions:

      (a) The Administrative Agent (or its counsel) shall have received such Borrowing Subsidiary’s Borrowing Subsidiary Agreement duly executed by all parties thereto.

      (b) The Administrative Agent shall have received a favorable written opinion of counsel for such Borrowing Subsidiary reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibit D and covering such other matters relating to such Borrowing Subsidiary or its Borrowing Subsidiary Agreement as the Administrative Agent shall reasonably request.

      (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

ARTICLE V

Affirmative Covenants

      Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Company covenants and agrees with the Lenders that:

      SECTION 5.01. Financial Statements and Other Information. The Company will furnish to the Administrative Agent and each Lender:

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      (a) promptly upon the availability thereof and in any event within 120 days after each fiscal year, a copy of the Company’s Annual Report to Shareholders and its Annual Report on Form 10-K for the fiscal year then ended, as filed with the Securities and Exchange Commission and which will include an annual audit report of the Company, prepared on a consolidated basis and in accordance with the Company’s then current method of accounting, which method must be in accordance with GAAP, duly certified by independent certified public accountants of nationally recognized standing selected by the Company;

      (b) promptly upon the availability thereof and in any event within 60 days after each fiscal quarter (except the last fiscal quarter) of each fiscal year, a copy of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter then ended, as filed with the Securities and Exchange Commission;

      (c) contemporaneously with the furnishing of a copy of each Annual Report on Form 10-K provided for in paragraph (a) and of each Quarterly Report on Form 10-Q provided for in paragraph (b), a duly completed certificate of a Financial Officer of the Company in the form of Exhibit E (each such certificate called a “Compliance Certificate”), showing compliance with the covenants set forth in Sections 6.07 and 6.08, and certifying that no Default or Event of Default has occurred and is continuing or, if there is any such an event, describing it and the steps, if any, being taken to cure it;

      (d) within five Business Days after any Financial Officer obtains knowledge of any Default, if such Default is then continuing, a certificate of a Financial Officer setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto;

      (e) promptly upon the filing thereof, copies of each Current Report on Form 8-K filed by the Company with the SEC; and

      (f) from time to time such additional information concerning the Company as the Administrative Agent, at the request of any Lender, may reasonably request.

Information required to be delivered pursuant to paragraph (a), (b) or (e) above shall be deemed to have been delivered on the date on which the Company provides notice to the Lenders that such information has been posted on the Company’s website on the internet at the website address listed on the signature pages hereof, at sec.gov/edaux/searches. htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to paragraph (c) above and (ii) the Company shall deliver paper copies of the information referred to in paragraph (e) above to any Lender which requests such delivery.

      SECTION 5.02. Existence; Conduct of Business. The Company will, and will cause each of the Borrowing Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04.

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      SECTION 5.03. Use of Proceeds. The Borrowers will use the proceeds of the Loans only for general corporate purposes, including commercial paper backup and the financing of acquisitions. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

ARTICLE VI

Negative Covenants

      Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Company covenants and agrees with the Lenders that:

      SECTION 6.01. Indebtedness of Subsidiaries. The Company will not permit the sum of (a) the aggregate outstanding principal amount of Indebtedness of Subsidiaries (other than Permitted Subsidiary Indebtedness) and (b) Specified Company Indebtedness at any time to exceed 15% of Consolidated Net Assets.

      SECTION 6.02. Mortgages. The Company will not, and will not permit any Domestic Subsidiary to, directly or indirectly, create or assume any mortgage, encumbrance, lien, pledge, charge, or security interest of any kind (collectively and individually, a “Mortgage”) upon or in any of its interests in any Principal Property or upon or in any shares of capital stock or Indebtedness of any Domestic Subsidiary, whether such interest, capital stock or Indebtedness is now owned or hereafter acquired, if such mortgage secures or is intended to secure, directly or indirectly, the payment of any Indebtedness; excluding, however, from the operation of this Section 6.02:

      (a) Mortgages on any Principal Property acquired, constructed, or improved by the Company or any Domestic Subsidiary after January 1, 2000, which are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of such construction or improvement to secure or provide for the payment of any part of the purchase price of such Principal Property or the cost of such construction or improvement incurred after January 1, 2000, or, in addition to Mortgages contemplated by clauses (b) and (c) below, Mortgages on any such Principal Property existing at the time or placed thereon at the time of acquisition or leasing thereof by the Company or any Domestic Subsidiary, or conditional sales agreements or other title retention agreements with respect to any Principal Property now owned or leased or hereafter acquired or leased by the Company or a Domestic Subsidiary;

      (b) Mortgages on property (including shares of capital stock or Indebtedness of a corporation) of a corporation existing at the time such corporation becomes a Domestic Subsidiary or is merged or consolidated with the Company or a Domestic Subsidiary or existing at the time of a sale, lease, or other disposition of the properties of such corporation (or a division thereof) or other Person as an entirety or substantially as an entirety (which includes the sale, lease, or other disposition of all or substantially all the assets thereof) to the Company or a Domestic Subsidiary, provided that no such Mortgage shall extend

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to any other Principal Property of the Company or any Domestic Subsidiary or to any shares of capital stock or any Indebtedness of any Domestic Subsidiary;

      (c) Mortgages created by the Company or a Domestic Subsidiary to secure Indebtedness of the Company or a Domestic Subsidiary to the Company or to a wholly owned Subsidiary;

      (d) Mortgages in favor of the United States of America or any State, territory or possession thereof, or any foreign country or any department, agency, instrumentality, or political subdivision of any of such domestic or foreign jurisdictions to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price of, or the cost of constructing, the property subject to such Mortgages;

      (e) Mortgages for the sole purpose of extending, renewing, or replacing (or successively extending, renewing, or replacing) in whole or in part any mortgage existing on January 1, 2000, or referred to in the foregoing clauses (a) to (d) inclusive or of any Indebtedness secured thereby; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, or replacement and that such extension, renewal, or replacement Mortgage shall be limited to all or a part of the property which secured the Mortgage so extended, renewed, or replaced (plus improvements on such property);

      (f) Mortgages on Margin Stock, if and to the extent that the value of such Margin Stock exceeds 25% of the total assets of the Company and its Subsidiaries subject to this Section;

      (g) Mortgages under which effective provision is made for all Loans to be secured equally and ratably with any other Indebtedness secured, directly or indirectly, thereby; and

      (h) Mortgages (other than Mortgages permitted by any of the foregoing clauses) if, at the time of creation or assumption thereof and after giving effect thereto, the aggregate principal amount of (i) the Indebtedness secured by such Mortgages and (ii) the Attributable Indebtedness related to Sale and Leaseback Transactions permitted under clause (b) of Section 6.03 does not exceed 5% of Consolidated Net Assets, determined as of a date not more than 95 days prior to such creation or assumption.

      SECTION 6.03. Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any Domestic Subsidiary to, sell, lease or transfer any Principal Property owned by the Company or a Domestic Subsidiary as an entirety, or any substantial portion thereof, to anyone other than a Wholly Owned Domestic Subsidiary (or the Company or a Wholly Owned Domestic Subsidiary in the case of a Domestic Subsidiary) with the intention of taking back a lease of such property (herein referred to as a “Sale and Leaseback Transaction”) except a lease for a period of not more than 36 months by the end of which it is intended that the use of such property by the lessee will be discontinued; provided, that notwithstanding the foregoing, the Company

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or any Domestic Subsidiary may sell any such property and lease it back if the net proceeds of such sale are at least equal to the fair value (as determined by resolution adopted by the Board of Directors of the Company) of such property, and (i) the Company or such Domestic Subsidiary would be entitled pursuant to paragraphs (a)-(g) of Section 6.02 to create Indebtedness secured by a Mortgage on the property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing all the Loans, or (ii) if such sale or transfer does not come within the exception provided by the preceding clause (i), the net proceeds of such sale shall, and in any such case the Company covenants that they will, within 120 days after such sale, be applied (to the greatest extent possible) either to the repayment of the Loans then outstanding when due (whereupon the Commitments shall be reduced, on a pro rata basis, to the extent that such net proceeds are so applied) or to the retirement of Consolidated Funded Debt of the Company ranking at least on a parity with the Loans, or in part to one or more of such alternatives and in part to another.

      (b) Notwithstanding the provisions of paragraph (a) above, the Company and/or any Domestic Subsidiary may enter into Sale and Leaseback Transactions if, at the time of such entering into, and after giving effect thereto, the aggregate amount of (i) Attributable Indebtedness related to such Sale and Leaseback Transactions and (ii) Indebtedness secured by Mortgages permitted under clause (h) of Section 6.02 does not exceed 5% of Consolidated Net Assets, determined as of a date not more than 95 days prior to such creation or assumption.

      SECTION 6.04. Fundamental Changes. The Company will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or here- after acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation and (ii) the Company may merge into or consolidate with any other Person in a transaction the primary purpose of which is to effect a reincorporation of the Company under the laws of another state.

      SECTION 6.05. ERISA. The Company will not allow an ERISA Event to occur that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.

      SECTION 6.06. Change in Control. The Company will not permit to occur any Change in Control.

      SECTION 6.07. Interest Coverage Ratio. The Company will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for any period of four consecutive fiscal quarters ending on or after December 31, 2000, to be less than 3.00 to 1.00.

      SECTION 6.08. Minimum Consolidated Net Worth. The Company will not permit Consolidated Net Worth to be less, at any date, than the sum of (i) $1,600,000,000, (ii) 50% of Consolidated Net Income for each completed fiscal quarter of the Company that shall have begun after December 31, 1999 (excluding any

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fiscal quarter for which Consolidated Net Income is negative), and (iii) 50% of the amount by which Consolidated Net Worth is increased after the date hereof as a result of issuances of equity securities by the Company.

ARTICLE VII

Events of Default

      If any of the following events (“Events of Default”) shall occur:

      (a) default in the payment when due of any principal of any Loan or default in the payment when due of interest on any Loan or fees payable by any Borrower hereunder and continuance of such failure to pay interest or fees for five Business Days after written notice thereof to the Company from the Administrative Agent at the request of the Lender to which such amounts are owed;

      (b) a default in the payment when due at maturity or on the date of any required prepayment, redemption or repurchase (subject to any applicable grace period) or by acceleration of any Material Indebtedness, or a default in the performance or observance of any obligation or condition with respect to any Material Indebtedness if such default results in the acceleration of the maturity of such Material Indebtedness; provided that, if any such default shall subsequently be remedied, cured, or waived prior to either the termination of the Commitments or the declaration that all Loans are immediately due and payable, in each case pursuant to this Article VII, and as a result the payment of such Material Indebtedness is no longer due, the Event of Default existing hereunder by reason thereof shall likewise be deemed thereupon to be remedied, cured, or waived and no longer in existence, all without any further action by the parties hereto;

      (c) the Company or any Material Subsidiary generally fails to pay, or admits in writing its inability to pay, debts as they become due; or the Company or any Material Subsidiary applies for, consents to, or acquiesces in the appointment of, a trustee, receiver, or other custodian for the Company or any Material Subsidiary or for a substantial part of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, or receiver, or other custodian is appointed for the Company or any Material Subsidiary or for a substantial part of the property of the Company or any Material Subsidiary; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in respect of the Company or any Material Subsidiary and if such case or proceeding is not commenced by the Company or any Material Subsidiary, it is consented to or acquiesced in by the Company or any Material Subsidiary or remains for 90 consecutive days undismissed or unstayed; or the Company or any Material Subsidiary takes any corporate action to authorize any of the foregoing;

      (d) failure by the Company to comply with or to perform in any material respect any provision of this Agreement (provided that in the case of the

38

provisions of Article VI, the preceding standard shall be applied without regard to materiality) (which failure does not constitute an Event of Default under any of the preceding subsections of this Article VII) and, in the case of any provision contained in Article V or in Section 6.01, 6.02, 6.03 or 6.05, continuance of such failure for 30 days after written notice thereof to the Company from the Administrative Agent at the request of Required Lenders;

      (e) any representation or warranty made by the Company in Article III of this Agreement or by any other Borrower in the applicable Borrowing Subsidiary Agreement is breached or is incorrect when made (or deemed made) in any material respect and, with respect to any representation or warranty other than those contained in Sections 3.04(b), 3.05, 3.07 and 3.08, the Company shall fail to take corrective actions reasonably satisfactory to the Required Lenders within 30 days after written notice thereof to the Company from the Administrative Agent at the request of the Required Lenders;

      (f) any final and nonappealable judgment or order from a judicial or administrative body (which order or judgment is fully enforceable against the Company or a Borrowing Subsidiary, as the case may be, in courts of the United States of America or any state thereof) for the payment of money in excess of $100,000,000 (after adjustments to reflect reductions for credits and set-offs asserted in good faith by the Company or such Borrowing Subsidiary) shall be rendered against the Company or a Borrowing Subsidiary, shall not have been discharged or vacated and shall have been in effect, in its final and unappealable form, for a period of 30 consecutive days;

      (g) the Guarantee of the Company set forth in Article IX shall cease at any time to be in full force and effect, or any party hereto (other than a Lender) shall so assert in writing;

then, and in every such event (other than an event with respect to any Borrower described in clause (c) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; and in case of any event with respect to any Borrower described in clause (c) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.

      The Administrative Agent shall give notice to the Company (i) under paragraph (a) above promptly upon being requested to do so by the relevant Lender and (ii) under paragraphs (d) and (e) above promptly upon being requested to do so by the

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Required Lenders and, in each case, after having done so, shall notify all the Lenders thereof.

ARTICLE VIII

The Administrative Agent

      In order to expedite the transactions contemplated by this Agreement, Chase is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

      With respect to the Loans made by it hereunder, the Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates in their respective individual capacities may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent.

      The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and the Administrative Agent shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own culpable negligence, bad faith or wilful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default other than a Default of the types specified in clause (a) and (b) of Article VII unless and until written notice thereof is given to the Administrative Agent by a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with the Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of the Loan Documents or any other agreement, instrument

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or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

      The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

      Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this

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Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

      None of the Syndication Agent or the Co-Documentation Agents, in their capacities as such, shall have any duties or obligations of any kind under this Agreement.

ARTICLE IX

Guarantee

      The Company hereby unconditionally, absolutely and irrevocably guarantees, as primary obligor and not merely as surety, the repayment to each Lender, when due pursuant to the terms and conditions of this Agreement, of the amount of any Loan made pursuant to this Agreement to a Borrowing Subsidiary, together with accrued interest on such Loan, at the place and in the currency and manner specified in this Agreement; provided, however, that before any amount shall be deemed due and payable pursuant to this Guarantee, the Administrative Agent must first give notice to the Company of the nonpayment thereof by the Borrowing Subsidiary at the request of the relevant Lender, and the Company shall have five Business Days from the receipt of such notice to cure or cause to be cured any and all such nonpayments. The Company’s obligations hereunder constitute a guaranty of payment and not of collection merely. The Company hereby waives notice of, and consents to, any extensions of time of payment, renewals, compromises, settlements, releases or other indulgences from time to time granted by the Lenders in respect of Loans made to Borrowing Subsidiaries. Except as otherwise provided in this Article IX, the Company hereby waives presentment, protest, demand of payment, notice of dishonor and all notices and demands whatsoever. The obligations of the Company hereunder shall not be released, discharged or otherwise affected by (i) any change in the corporate existence or constitution, structure or ownership of any Borrowing Subsidiary or the Company, (ii) any insolvency, bankruptcy, reorganization or similar proceeding affecting the Borrowing Subsidiary or its assets or the Company or (iii) the existence of any claim, set-off or other rights which the Company may have at any time against any Lender or any other Person. If at any time any payment of any obligation guaranteed hereunder is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of a Borrowing Subsidiary or otherwise, the Company’s obligations under this Article IX with respect to such payment shall be reinstated at such time as though such payment had not been made. If acceleration of the time for payment of any amount payable by any Borrowing Subsidiary under this Agreement or its Loans is stayed upon any bankruptcy, insolvency or reorganization of such Borrowing Subsidiary or otherwise, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company pursuant to this Article IX in accordance with the terms hereof. The Company shall not exercise any of its subrogation rights with respect to amounts paid to a Lender pursuant to this Article IX until all amounts guaranteed hereunder payable to any Lender have been paid in full and the Commitments have terminated. Following such payment in full and termination of the Commitments, the Company shall be entitled to subrogation in the Lenders’ rights and, upon the reasonable request of the Company, each Lender agrees to cooperate with the Company in enforcement of the Company’s subrogation rights, including the transfer and delivery by such Lender to the Company of any and all related evidence of indebtedness within the possession or control of such Lender.

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      The Administrative Agent shall give notice to the Company pursuant to the proviso set forth in the first sentence of this Article promptly upon being requested to do so by the relevant Lender.

ARTICLE X

Miscellaneous

      SECTION 10.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

      (a) if to any Borrower, to it in care of the Company at 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Ronald P. Vargo, Vice President and Treasurer (Telecopy No. (216) 291-7831), with a copy to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary (Telecopy No. (216) 291-7070);

      (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue, New York 10017, Attention of Karen May Sharf (Telecopy No. (212) 270-5127); and

      (c) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

      SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

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      (b) Neither this Agreement nor any of the Loan Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders or by the Company and the Administrative Agent with the consent of the Required Lenders (and, in the case of a Borrowing Subsidiary Agreement, the applicable Borrowing Subsidiary); provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

      SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of- pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

      (b) The Company agrees to indemnify each Lender, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all losses, damages, liabilities, costs and related expenses of any kind, including, without limitation, reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, damages, liabilities, costs or related expenses are found by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the culpable negligence, bad faith or wilful misconduct of such Indemnitee.

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      (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent or any sub-agent appointed pursuant to Article VIII under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

      (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

      (e) All amounts due under this Section shall be payable promptly after written demand therefor.

      SECTION 10.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to an Affiliate of that Lender, each of the Company and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to an Affiliate of that Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Company otherwise required under this paragraph shall not be required if an Event of Default under clause (c) of Article VII has

45

occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 10.03, insofar as claims under such sections arise out of the period prior to the effective date of such Assignment and Acceptance). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

      (c) The Administrative Agent, acting for this purpose as an agent of each Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

      (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

      (e) Any Lender may, without the consent of any Borrower or the Administrative Agent sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,

46

without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

      (f) A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.15(e) as though it were a Lender.

      (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

      SECTION 10.05. Survival. All covenants, agreements, representations and warranties made by the Borrowers herein or in any other Loan Document and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and thereto and shall survive the execution and delivery of this Agreement and any other Loan Document and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder (provided that any such knowledge of the Administrative Agent or any Lender will not be attributed to any other Lender or the Administrative Agent for purposes of this Section 10.05), and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

      SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this

47

Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

      SECTION 10.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

      SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing and the Required Lenders shall have requested the Administrative Agent to declare the Loans immediately due and payable or such Loans have automatically become due and payable, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

      SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

      (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.

      (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or

48

relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

      (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

      SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 10 .11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

      SECTION 10.12. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the case of information received from the

49

Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

      SECTION 10.13. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto (including any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

      (b) The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowers contained in this Section 10.13 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

      SECTION 10.14. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

50

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

TRW INC.,
	by	/s/	Ronald P. Vargo
		Name:	Ronald P. Vargo
		Title:	Vice President & Treasurer
		Website:	www.trw.com
THE CHASE MANHATTAN BANK, individually and as Administrative Agent,
	by	/s/	Karen May Sharf
		Name:	Karen May Sharf
		Title:	Vice President
J.P. MORGAN, a division of Chase Securities, Inc., as Joint-Lead Arranger and Joint-Book Manager,
	by	/s/	Mitchel Friedman
		Name:	Mitchel Friedman
			Vice President
SALOMON SMITH BARNEY INC., as Syndication Agent, Joint-Lead Arranger and Joint-Book Manager,
	by	/s/	Robert D. Wetrus
		Name:	Robert D. Wetrus
		Title:	Director
CITICORP USA, INC.,
	by	/s/	Mary O’Connell
		Name:	Mary O’Connell
		Title:	Vice President

51

BANK OF AMERICA, N.A.,
	by	/s/	Matthew J. Reilly
		Name:	Matthew J. Reilly
		Title:	Vice President
BARCLAYS BANK PLC,
	by	/s/	L. Peter Yetman
		Name:	L. Peter Yetman
		Title:	Director
BANK ONE, MICHIGAN,
	by	/s/	Erik W. Bakker
		Name:	Erik W. Bakker
		Title:	Managing Director
BNP PARIBAS,
	by	/s/	Jo Ellen Bender
		Name:	Jo Ellen Bender
		Title:	Director
	by	/s/	Christine Howatt
		Name:	Christine Howatt
		Title:	Vice President
DEUTSCHE BANK AG, New York Branch and/or Cayman Islands Branch,
	by	/s/	Hans-Josef Thiele
		Name:	Hans-Josef Thiele
		Title:	Director
	by	/s/	Kirsten Kunz
		Name:	Kirsten Kunz
		Title:	Vice President

52

KEYBANK NATIONAL ASSOCIATION,
	by	/s/	Marianne T. Meil
		Name:	Marianne T. Meil
		Title:	Vice President
MELLON BANK, N.A.,
	by	/s/	Mark F. Johnston
		Name:	Mark F. Johnston
		Title:	Vice President
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
	by	/s/	Gabriela Fields
		Name:	Gabriela Fields
		Title:	AT
	by	/s/	Thomas Hasenauer
		Name:	Thomas Hasenauer
		Title:	AT
NATIONAL CITY BANK,
	by	/s/	Terri L. Cable
		Name:	Terri L. Cable
		Title:	Senior Vice President
SANPAOLO IMI SPA
	by	/s/	Giuseppe Cuccurese
		Name:	Giuseppe Cuccurese
		Title:	G.M.
	by	/s/	Carlo Persico
		Name:	Carlo Persico
		Title:	D.G.M

53

BANCO BILBAO VIZCAYA ARGENTARIA-NEW YORK BRANCH,
	by	/s/	Santiago Hernandez Monsalve
		Name:	Santiago Hernandez Monsalve
		Title:	Vice President
			Global Corporate Banking
	by	/s/	John Martini
		Name:	John Martini
		Title:	Vice President
			Global Corporate Banking
BAYERISCHE LANDESBANK GIROZENTRALE-CAYMAN ISLANDS,
	by	/s/	Alexander Kohnert
		Name:	Alexander Kohnert
		Title:	First Vice President
	by	/s/	James Fox
		Name:	James Fox
		Title:	Vice President
BANCA NAZIONALE DEL LAVORO S.p.A. — NEW YORK BRANCH,
	by	/s/	Giulio Giovine
		Name:	Giulio Giovine
		Title:	Vice President
	by	/s/	Leonardo Valentini
		Name:	Leonardo Valentini
		Title:	First Vice President
HSBC BANK USA,
	by	/s/	Christopher M. Samms
		Name:	Christopher M. Samms
		Title:	Vice President
			Officer # 9426

54

THE SUMITOMO BANK, LTD.,
	by	/s/	John H. Kemper
		Name:	John H. Kemper
		Title:	Senior Vice President
ABN AMRO BANK N.V.,
	by	/s/	David C. Sagers
		Name:	David C. Sagers
		Title:	Group Vice President
	by	/s/	John J. Mack
		Name:	John J. Mack
		Title:	Group Vice President
INDUSTRIAL BANK OF JAPAN, LIMITED,
	by	/s/	Walter Wolff
		Name:	Walter Wolff
		Title:	Joint General Manager
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
	by	/s/	Friedrich N. Wilms
		Name:	Friedrich N. Wilms
		Title:	Vice President &
			Global Relationship Manager
SOCIETE GENERALE,
	by	/s/	Anne-Marie Dumortier
		Name:	Anne-Marie Dumortier
		Title:	Vice President

55

BANCA DI ROMA-CHICAGO BRANCH,
	by	/s/	James W. Semonchik
		Name:	James W. Semonchik
		Title:	Vice President
	by	/s/	Enrico Verdoscia
		Name:	Enrico Verdoscia
		Title:	Senior Vice President & Branch Manager
BANK OF NEW YORK,
	by	/s/	John M. Lokay, Jr.
		Name:	John M. Lokay, Jr.
		Title:	Vice President
CREDIT INDUSTRIEL ET COMMERCIAL,
	by	/s/	Yann de Saint Pol
		Name:	Yann de Saint Pol
		Title:	Fendi de Pouvoirs
	by	/s/	Alain Merle D’Aubigne
		Name:	Alain Merle D’Aubigne
		Title:	Sous-Directeur
COMERICA BANK,
	by	/s/	Nicholas G. Mester
		Name:	Nicholas G. Mester
		Title:	Assistant Vice President

56

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH
	by	/s/	Frank Maffei
		Name:	Frank Maffei
		Title:	Vice President
	by	/s/	C. Dougherty
		Name:	C. Dougherty
		Title:	Vice President

EX-10.II

EX-10(II) Amendment No. 1 to Service Agreement

EX-10.JJ

EX-10(JJ) Letter Agrmt Between TRW & Joseph Gorman

EX-10.KK

EX-10(KK) Consult. Agrmt. Between TRW & J. Gorman

EX-10.MM

EX-10(MM) 2001-02 Strategic Incentive Prog. Grant

EX-10.NN

EX-10(NN) 2001-03 Strategic Incentive Prog. Grant

EX-10.PP

EX-10(PP) 364-Day Amended & Restated Credit Agrmt.

EX-12

Exhibit 12

TRW Inc. and Subsidiaries
Computation of Ratio of Earnings
to Fixed Charges —Unaudited

(In millions except ratio data)

	Years Ended December 31
	2000			1999			1998		1997			1996
Earnings from continuing operations   before income taxes	$	706.4	(A)	$	787.3	(B)	$	746.1	$	239.7	(C)	$	302.2	(D)
Unconsolidated affiliates		1.2			(37.1	)		1.0		(8.0	)		1.4
Minority earnings		12.5			22.8			10.5		20.2			11.5
Fixed charges excluding capitalized   interest		606.9			552.1			174.3		123.9			129.0
Earnings	$	1,327.0		$	1,325.1		$	931.9	$	375.8		$	444.1
Fixed Charges:
Interest expense	$	523.8		$	476.7		$	114.4	$	75.4		$	84.2
Capitalized interest		5.0			4.7			4.7		4.5			3.5
Portion of rents representative of   interest factor		83.1			75.3			59.9		48.5			43.2
Interest expense of unconsolidated   affiliates		0.0			0.0			0.0		0.0			1.6
Total fixed charges	$	611.9		$	556.7		$	179.0	$	128.4		$	132.5
Ratio of earnings to fixed charges		2.2x			2.4x			5.2x		2.9x			3.4x

(A)	The 2000 earnings from continuing operations before income taxes of $706.4 million, includes an $11.7 million earnings charge, $6.2 million after the effect of minority interest, for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 2000 Annual Report to Shareholders.
(B)	The 1999 earnings from continuing operations before income taxes of $787.3 million, includes an $85.3 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1999 Annual Report to Shareholders.
(C)	The 1997 earnings from continuing operations before income taxes of $239.7 million includes a $548 million earnings charge for purchased in-process research and development. See “Acquisitions” note in the Notes to Financial Statements of the Company’s 1997 Annual Report to Shareholders.
(D)	The 1996 earnings from continuing operations before income taxes of $302.2 million includes a charge of $384.8 million as a result of actions taken in the automotive and space and defense businesses. See “Special Charges and Divestiture” note in the Notes to Financial Statements of the Company’s 1996 Annual Report to Shareholders.

EX-13 20 l86560aex13.htm EX-13 PORTIONS OF THE TRW ANNUAL REPORT

EXHIBIT 13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

Sales in 2000 increased 2 percent to $17.2 billion as compared to 1999 sales of $17 billion. Sales in 1999 grew 43 percent from sales of $11.9 billion in 1998. Net earnings and diluted earnings per share for 2000 were $438 million, or $3.51 per share, compared with net earnings of $469 million, or $3.80 per share, in 1999, and $477 million, or $3.83 per share, in 1998.

[BAR CHARTS]

					DILUTED EARNINGS
	SALES		NET EARNINGS		PER SHARE
YEAR	($ IN BILLIONS)		($ IN MILLIONS)		($ PER SHARE)
1998		11.9		477		3.83
1999		17.0		469		3.80
2000		17.2		438		3.51

Net earnings in 2000 and 1999 were reduced by the effects of unusual items of $33 million, or $.27 per share, and $100 million, or $.81 per share, respectively. In 1998, net earnings were increased by $2 million, or $.02 per share, from the effects of unusual items. These unusual items are summarized as follows:

• Charges for asset impairment, severance and plant closing costs of $118 million after tax, or $.95 per share, $55 million after tax, or $.45 per share, and $18 million after tax, or $.15 per share, in 2000, 1999 and 1998, respectively.

• Charges for warranty, claims, litigation and contract reserves of $72 million after tax, or $.58 per share, $28 million after tax, or $.23 per share, and $28 million after tax, or $.21 per share, in 2000, 1999 and 1998, respectively.

• Unrealized losses on foreign exchange contracts and 1999 expenses related to the acquisition of LucasVarity of $34 million after tax, or $.27 per share, and $63 million after tax, or $.50 per share, in 2000 and 1999, respectively.

• A charge for the write-down of a technology investment of $17 million after tax, or $.13 per share, in 2000 and $51 million after tax, or $.41 per share, for the Company’s write-off of its investment in ICO Global Communications (Holdings) Limited (ICO), in 1999.

• Noncash charges, with no income tax benefit, of $12 million, or $.09 per share, and $85 million, or $.69 per share, related to in-process research and development associated with the acquisitions of Endgate Corporation (Endgate) and LucasVarity in 2000 and 1999, respectively.

• Gains on asset sales of $155 million after tax, or $1.24 per share, and $235 million after tax, or $1.90 per share, in 2000 and 1999, respectively, primarily related to RF Micro Devices, Inc. (RFMD) common stock.

• Gains of $50 million after tax, or $.39 per share, from the formation and initial public offering of Endwave Corporation (Endwave) in 2000.

• A gain on exchange of TRW’s interest in Paracel Inc. for shares in Applera Corporation – Celera Genomics Group (Celera) of $15 million after tax, or $.12 per share, in 2000.

• A charge to discontinue certain products within the warehouse management systems and software security product lines within the Systems & Information Technology segment, of $53 million after tax, or $.43 per share, in 1999.

• A $16 million after tax, or $.13 per share, benefit from an adjustment of an interest accrual relating to a tax litigation settlement in 1998.

• A benefit from the settlement of certain patent litigation of $32 million after tax, or $.25 per share, in 1998.

34 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The unusual items listed above are included in the Statements of Operations as follows:

($ in millions)
Years ended	2000			1999			1998
Cost of sales	$	147		$	91		$	52
Administrative and selling expenses		42			14			13
Interest expense		—			3			(25	)
Amortization of goodwill and intangible assets		4			75			—
Purchased in-process research and development		12			85			—
Other (income) expense-net		(179	)		(167	)		(49	)
Earnings (loss) before income taxes		(26	)		(101	)		9
Income tax expense (benefit)		7			(1	)		7
Net earnings (loss)	$	(33	)	$	(100	)	$	2

RESULTS OF OPERATIONS

Sales increased to $17.2 billion in 2000 from $17 billion in 1999. The increase in sales resulted from higher volumes and the inclusion of the first quarter of 2000 of LucasVarity, which was acquired on March 25, 1999, offset by divestitures of several businesses and the effects of a strong U.S. dollar. Sales in 1999 rose 43 percent compared to $11.9 billion in 1998, primarily from the acquisition of LucasVarity.

Gross profit of $2,711 million in 2000 decreased $238 million from $2,949 million in 1999. The decrease resulted from continued pricing pressure, changes in the mix of automotive products and major aerospace programs, divestitures of several businesses, the effects of a strong U.S. dollar and increased investment in initiatives focused on commercializing defense-related technologies. Gross profit, as a percentage of sales, was 15.7 percent for 2000 and 17.4 percent for 1999. Gross profit in 2000 included a charge for the impairment of assets, automotive restructuring expenses and claims and litigation of $117 million and charges for warranty costs of approximately $68 million. In addition, the net pension income from an overfunded pension plan added $249 million to gross profit in 2000. Unusual items included in gross profit in 1999 were automotive restructuring expenses of $73 million and contract reserves and expenses related to the acquisition of LucasVarity, of $18 million. Net pension income from an overfunded pension plan added $192 million to gross profit in 1999. The gross profit margin in the automotive businesses declined in 2000 primarily as a result of price reductions, the negative impact of a strong U.S. dollar and costs associated with the introduction of new products. The gross profit margin in the Space & Electronics segment also declined in 2000 due to the change in mix in programs from mature to early stage programs and increased investment in initiatives focused on commercializing defense-related technologies.

Gross profit increased to $2,949 million in 1999 from $2,021 million in 1998 primarily from the acquisition of LucasVarity. Gross profit as a percentage of sales increased to 17.4 percent in 1999 from 17 percent in 1998. Gross profit in 1998 included automotive restructuring expenses of $11 million and litigation and contract reserves and severance costs of $41 million. Excluding unusual items of $91 million and net pension income from an overfunded pension plan of $192 million in 1999, gross profit as a percentage of sales decreased in 1999 primarily due to production inefficiencies related to the implementation of new manufacturing systems, the start-up and transfer of certain operations to facilities in Mexico and Eastern Europe and declining margins on new business in the Automotive segments. The gross profit margin in the Systems & Information Technology segment also declined in 1999 due to losses associated with certain commercial contracts.

Administrative and selling expenses of $1,115 million in 2000 decreased $35 million or 3 percent from $1,150 million in 1999. Administrative and selling expenses included unusual items of $42 million in 2000 and $14 million in 1999 related to restructuring charges. As a percentage of sales, administrative and selling expenses improved to 6.5 percent in 2000 from 6.8 percent in 1999 and 6.9 percent in 1998. The decrease in administrative and selling expenses in 2000 resulted primarily from divestitures and cost reductions, offset by the inclusion of an additional quarter of LucasVarity administrative and selling expenses. Administrative and selling expenses were $324 million higher in 1999 than the $826 million reported in 1998 primarily due to the acquisition of LucasVarity, which added $450 million to administrative and selling expenses, offset by cost reductions of approximately $130 million.

Research and development expenses of $442 million in 2000 were lower than $468 million in 1999 primarily due to the effects of businesses divested. Research and development expenses in 1999 were $96 million higher than $372 million in 1998 primarily due to the inclusion of LucasVarity in 1999 of approximately $120 million, partially offset by reduced spending in both the Automotive and Aerospace & Information Systems segments of approximately $7 million and $15 million, respectively, excluding LucasVarity.

TRW INC. 35

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Interest expense of $524 million in 2000 increased $47 million from $477 million in 1999, primarily due to higher short-term interest rates in the United States and higher interest expense on fixed rate debt issuances, offset by lower average debt outstanding in 2000. Interest expense in 1999 increased $363 million from $114 million in 1998, primarily due to interest on the debt associated with the acquisition of LucasVarity.

Amortization of goodwill and intangible assets was $143 million, $195 million and $43 million in 2000, 1999 and 1998, respectively. The decrease of $52 million from 1999 to 2000 primarily resulted from the write-off of $75 million and the amortization of $5 million of intangible assets associated with the discontinuance of certain warehouse management and software security products in the Systems & Information Technology segment in 1999, offset by the inclusion of an additional quarter in 2000 of intangible asset amortization related to LucasVarity of approximately $16 million and amortization of intangible assets of Endwave of approximately $14 million. The increase of $152 million from 1998 to 1999 primarily resulted from the amortization of intangibles associated with the acquisition of LucasVarity of $74 million and the write-off of intangible assets from the discontinuance of certain warehouse management and software security products in the Systems & Information Technology segment of $75 million.

Purchased in-process research and development expenses of $12 million in 2000 and $85 million in 1999 resulted from the valuations of Endgate and LucasVarity, respectively.

Other (income)expense-net was income of $231 million, $213 million and $80 million in 2000, 1999 and 1998, respectively. Included in 2000 were gains on sales of nonoperating assets of $343 million, primarily from the sale of stock of RFMD of $217 million, a gain on the exchange of Celera stock of $23 million and gains on Endwave transactions of $79 million, partially offset by $52 million of unrealized losses on foreign currency exchange contracts, claims and pending litigation of $68 million and the write-down of a technology investment of $26 million. In 1999, other (income)expense-net included gains on sales of nonoperating assets, primarily related to RFMD, of $362 million, partially offset by the $79 million write-off of the Company’s investment in ICO, which had filed for bankruptcy in 1999, amortization of bank fees for the acquisition of LucasVarity of $50 million and foreign exchange losses relating to LucasVarity of $66 million. Other (income)expense-net for 1998 included a favorable litigation settlement relating to ICO of $49 million.

The effective income tax rate in 2000 was 38 percent compared with 40.5 percent in 1999 and 36.1 percent in 1998. Excluding the in-process research and development charges in 2000 and 1999, and nondeductible penalties in 2000, for which there is no income tax benefit, the 2000 and 1999 effective income tax rates would have been 36.7 and 36.5 percent, respectively.

Automotive Segments

Occupant Safety Systems

($ in millions)
Years ended	2000		1999		1998
Sales	$	2,803	$	3,009	$	3,042
Profit before taxes		59		187		257

Sales for 2000 of $2,803 million decreased $206 million from $3,009 million in 1999. The decrease resulted from price reductions of approximately $176 million and the effects of a strong U.S. dollar of approximately $185 million, offset by increased volume of approximately $165 million.

Profit before taxes for 2000 of $59 million decreased $128 million from $187 million in 1999. Excluding asset impairment and restructuring charges of $66 million and claims and pending litigation charges of $35 million in 2000 and restructuring charges of approximately $9 million in 1999, profit before taxes decreased $36 million. Lower pricing, the effect of foreign currency exchange of approximately $28 million, a charge for warranty costs of approximately $17 million and start-up costs relating to new product introductions of approximately $10 million were offset in part by net cost reductions of approximately $169 million and increased volume of approximately $36 million.

Sales for 1999 of $3,009 million decreased $33 million from $3,042 million in 1998, as lower pricing and the effects of a strong U.S. dollar of approximately $185 million and $85 million, respectively, offset increased volume of approximately $235 million.

Profit before taxes for 1999 of $187 million decreased from $257 million in 1998. Excluding approximately $9 million of restructuring charges in 1999, profit before taxes decreased approximately $61 million. Lower pricing, costs associated with production inefficiencies and the start-up and transfer of certain operations to facilities in Mexico of approximately $30 million and the effects of a strong U.S. dollar of approximately $8 million were offset in part by cost reductions, including general and administrative expense reductions, of approximately $145 million and increased volume of approximately $15 million.

36 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Chassis Systems

($ in millions)
Years ended	2000		1999		1998
Sales	$	5,681	$	5,077	$	2,201
Profit before taxes		290		299		129

Sales for 2000 of $5,681 million increased $604 million from $5,077 million in 1999. The increase resulted primarily from the inclusion of the first quarter of 2000 sales of LucasVarity of approximately $894 million, higher volume of approximately $107 million and $94 million of additional sales from the consolidation of an affiliate, previously accounted for under the equity method, which were offset by the effects of a strong U.S. dollar of approximately $253 million, the effects of divestitures of approximately $178 million and lower pricing of approximately $38 million.

Profit before taxes for 2000 of $290 million decreased from $299 million in 1999. Excluding unusual items of $98 million in 2000 and $76 million in 1999, profit before taxes increased $13 million. Unusual items in 2000 included restructuring charges of approximately $59 million, a charge for warranty costs of $30 million and losses incurred on business disposals of $9 million. Unusual items in 1999 consisted of restructuring charges of $60 million and the one-time noncash effect of an inventory adjustment related to LucasVarity of $16 million. Profit before taxes increased as a result of the inclusion of LucasVarity in the first quarter of 2000 by approximately $80 million and net cost reductions of approximately $44 million, offset by lower pricing, the effect of foreign currency exchange of approximately $21 million, the net effect of volume and unfavorable product mix of approximately $21 million, the effect of divestitures of $18 million and the write-off of inventory and establishment of bad debt reserves, primarily for a customer that has filed for bankruptcy protection, of approximately $7 million.

Sales for 1999 of $5,077 million increased from $2,201 million in 1998, mainly due to the inclusion of LucasVarity of approximately $2,900 million and higher volume of approximately $75 million, which were offset by the effects of a strong U.S. dollar of approximately $100 million.

Profit before taxes for 1999 of $299 million increased from $129 million in 1998. Excluding 1999 restructuring charges of $60 million and the one-time noncash effect of an inventory adjustment related to LucasVarity of $16 million, and 1998 restructuring charges of $7 million, profit before taxes increased $239 million. The higher profit before taxes resulted primarily from the inclusion of LucasVarity of approximately $260 million and cost reductions, including general and administrative expense reductions, of approximately $55 million, which were offset partially by lower pricing of approximately $12 million, losses on new product introductions and unfavorable sales mix of $35 million, increased warranty costs of $7 million and an asset impairment write-off of $5 million.

During January 2000, the sale of Lucas Diesel Systems, including the associated aftermarket operations, was substantially completed. For 1999, sales and profit before taxes of approximately $155 million and $18 million, respectively, of the aftermarket operations were included in the Chassis Systems segment from March 25, 1999, the date of acquisition.

Automotive Electronics

($ in millions)
Years ended	2000		1999		1998
Sales	$	1,664	$	1,632	$	1,137
Profit before taxes		94		114		73

Sales for 2000 of $1,664 million increased $32 million from $1,632 million in 1999. The increase was due to the inclusion of the first quarter of 2000 sales of LucasVarity of approximately $148 million and higher volume of approximately $49 million, offset in part by divestitures of approximately $71 million, the effects of a strong U.S. dollar of approximately $70 million and lower pricing of approximately $17 million.

Profit before taxes for 2000 of $94 million decreased $20 million from $114 million in 1999. Unusual items included in profit before taxes consisted of restructuring charges of $17 million in 2000 and restructuring charges of $10 million and the one-time noncash effect of an inventory adjustment related to LucasVarity of $4 million in 1999. Excluding the unusual items, profit before taxes decreased $17 million due to the net effect of volume and unfavorable product mix of approximately $41 million, lower pricing, the effect of foreign currency exchange of approximately $10 million and an inventory adjustment of approximately $7 million, offset by net cost reductions of approximately $41 million and the first quarter of 2000 of LucasVarity of approximately $9 million.

TRW INC. 37

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Sales for 1999 of $1,632 million increased $495 million from $1,137 in 1998, primarily due to the inclusion of LucasVarity of approximately $435 million and higher volume of approximately $120 million, offset in part by lower pricing of approximately $30 million and the effects of a strong U.S. dollar of approximately $30 million.

Profit before taxes for 1999 of $114 million increased $41 million from $73 million in 1998. Restructuring charges included in profit before taxes for 1999 and 1998 were $10 million and $13 million, respectively. Excluding the restructuring charges, profit before taxes increased $38 million primarily due to cost reductions, including lower general and administrative expenses of approximately $90 million and the inclusion of LucasVarity of approximately $30 million, offset in part by unfavorable sales mix, including losses on new product introductions and production inefficiencies, of approximately $50 million, lower pricing and the one-time noncash effect of an inventory adjustment related to LucasVarity of $4 million.

During the third and fourth quarters of 2000, the Company completed the disposition of its Ledex & Dormeyer businesses, Man-Machine Interface business and its Schaevitz US and Schaevitz UK businesses. Sales for the divested Automotive Electronics businesses were approximately $109 million and $88 million and profit before taxes were $10 million and $7 million for the years ended December 31, 2000 and 1999, respectively. No gain or loss was recorded for these divestitures as the assets were carried at fair value.

Other Automotive

($ in millions)
Years ended	2000		1999		1998
Sales	$	846	$	1,610	$	821
Profit before taxes		65		115		84

Sales for 2000 of $846 million decreased $764 million from $1,610 million in 1999, primarily due to divestitures of approximately $684 million, lower volume of approximately $112 million, the effects of a strong U.S. dollar of approximately $37 million and lower pricing of approximately $8 million, offset in part by the inclusion of the first quarter of 2000 sales of LucasVarity of $26 million and $47 million resulting from the acquisition of a majority interest in two affiliates.

Profit before taxes for 2000 of $65 million decreased $50 million from $115 million in 1999. Unusual items in 2000 resulted in a $4 million increase in profit before taxes from a gain on the sale of a business, offset by restructuring and asset impairment charges. Profit before taxes in 1999 included unusual items of approximately $1 million. Excluding unusual items, profit before taxes in 2000 decreased $55 million from 1999. The decrease was due to lower volume of approximately $20 million, charges for warranty issues of approximately $21 million, divestitures of approximately $23 million, lower pricing and the effect of foreign currency exchange of approximately $8 million, offset by net cost reductions of approximately $26 million.

Sales for 1999 of $1,610 million increased $789 million from $821 million in 1998, primarily due to the inclusion of LucasVarity of $741 million and higher volume of approximately $75 million, offset in part by the effects of a strong U.S. dollar of approximately $25 million.

Profit before taxes for 1999 of $115 million increased $31 million from $84 million in 1998. Unusual items included in profit before taxes in 1999 and 1998 were approximately $1 million and $4 million, respectively. Excluding unusual items, profit before taxes increased $28 million, due primarily to the inclusion of LucasVarity of approximately $20 million and cost reductions, including general and administrative expense reductions, of $20 million, offset by unfavorable pricing of $7 million and unfavorable product mix and production inefficiencies of approximately $6 million.

The Company substantially completed the disposition of Lucas Diesel Systems and completed the dispositions of Nelson Stud Welding and the remaining LucasVarity wiring business during the first quarter of 2000. A wiring business was also sold in 1999. Sales of the businesses divested included in Other Automotive were approximately $56 million, $820 million and $70 million and profit before taxes was $2 million, $30 million and $10 million, for the years ending December 31, 2000, 1999 and 1998, respectively.

Restructurings and Asset Impairments

In 1998, the Company announced actions intended to enhance profit margins of the Automotive segments by initiating a restructuring program that would result in before tax charges of approximately $150 million by the end of 2000. The Company recorded before tax charges of $56 million in 2000, $80 million in 1999 and $24 million in 1998 for plant closings, severance costs and asset impairments. The Company has closed a total of thirteen plants, with one additional plant currently in the process of closure or sale. The Company reduced employee headcount by approximately 8,500 against a goal of 7,500. The Company has also reduced the number of suppliers by approximately 5,000, exceeding the goal. Also, on an annual basis, $75 million of selling, general and administrative expense reductions have been achieved.

38 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In addition, the Company approved several restructuring actions to integrate the LucasVarity automotive businesses and to dispose of several nonstrategic or inefficient facilities, discontinue production of low-margin products and relocate certain facilities. The Company recorded approximately $45 million of restructuring costs, primarily severance, as part of the purchase price allocation. In 2000 and 1999, $15 million and $14 million, respectively, were primarily used for severance payments. The remaining balance of $16 million is expected to be used in 2001.

During the third quarter of 2000, the Company announced plans to consolidate operations of its Mesa air bag manufacturing facilities. As a result of this decision, the Company recorded an asset impairment and a restructuring charge of approximately $52 million and $3 million, respectively, in cost of sales. A comparison of projected future cash flows for the Mesa facility to the carrying value of the assets indicated that the assets were impaired. Property, plant and equipment were written down to fair value on the basis of discounted estimated future cash flows and future salvage value of the assets. Included in the restructuring charge are costs associated with future lease obligations. The Company expects the consolidation plan to be completed by the first half of 2002.

In the fourth quarter of 2000, the Company announced that it would incur charges primarily for the reorganization and downsizing of the Company’s aftermarket business and recorded a before tax charge of $26 million. The Company expects these actions to be completed by the first half of 2001. In addition, as a result of a loss of several existing and future contracts at an engine components facility, the Company recorded an asset impairment charge of $15 million in cost of sales. A comparison of projected future cash flows for the facility to the carrying value of the assets indicated that the assets were impaired. Property, plant and equipment were written down to fair value.

Automotive Outlook

The Company anticipates that automotive and light truck production in 2001 will be down from the 2000 levels by approximately 10 percent and 2 percent in North America and Western Europe, respectively. The Company foresees modest growth of 2 percent in the emerging markets of Central and Eastern Europe and Asia Pacific. In addition, the Company expects a decline in commercial truck production in North America in excess of 20 percent. Strong price pressure, characteristic of the automotive supply industry, is expected to continue across all product lines. The Company’s goal is to mitigate the pricing pressure by restructuring the automotive businesses and by continuing cost reduction efforts. The Company has initiated restructuring actions including a permanent reduction of approximately 1,000 automotive salaried positions during the first quarter of 2001. As a consequence of these and other actions, the Company will recognize approximately $40 million of after tax charges, of which 85 percent is cash. The cash cost is expected to be recovered by the end of 2001.

The Company’s technology and innovation remains key to future success as new products are developed and introduced into the marketplace. The Company has invested and continues to invest in products with significant potential growth or technological advantage, such as electrically assisted steering, advanced braking systems, advanced restraint systems, advanced electronic components and new air bag technologies.

Aerospace & Information Systems Segments

Space & Electronics

($ in millions)
Years ended	2000		1999		1998
Sales	$	1,880	$	1,870	$	1,922
Profit before taxes		459		500		266

Sales of $1,880 million for 2000 increased $10 million from $1,870 million in 1999, primarily due to higher volume on new awards, including the start-up in the commercial satellite communications line of business of $217 million and volume on existing programs of approximately $63 million, offset in part by the timing of incurred costs and lower volume on several defense programs nearing completion or completed during the year and the termination in 1999 of the SBIRS Low demonstration and validation contract of approximately $251 million.

Profit before taxes for 2000 and 1999 was $459 million and $500 million, respectively. Profit before taxes in 2000 included gains of $220 million, primarily related to RFMD stock and $75 million related to the merger and initial public offering of Endwave. Profit before taxes in 1999 included gains of $335 million related to RFMD stock and the sale of land of $11 million, partially offset by the write-off of the Company’s investment in ICO of $79 million and a charge for a capped cost reimbursable contract for the U.S. Army of $11 million. Excluding these unusual items, profit before taxes decreased $80 million in 2000, primarily due to increased investment in initiatives focused on commercializing defense-related technologies of approximately $21 million and higher program performance realized on contracts nearing completion or completed in 1999 of approximately $61 million.

TRW INC. 39

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Sales for 1999 of $1,870 million decreased $52 million from $1,922 million in 1998, primarily due to lower volume on several defense programs nearing completion or completed during the year of approximately $110 million and termination of the SBIRS Low demonstration and validation contract of approximately $100 million, offset in part by sales from new awards, including the start-up in the commercial satellite communications line of business, of $85 million and higher volume on existing core programs of approximately $75 million.

Profit before taxes for 1999 of $500 million increased from $266 million in 1998. Without the unusual items in 1999 described above and the unusual items in 1998 of a gain of $49 million from the settlement of certain patent litigation and a $15 million charge for litigation, profit before taxes would have increased $12 million in 1999, primarily from improved contract performance.

Backlog at the end of 2000 was $3.2 billion, 6 percent higher than the $3 billion reported at December 31, 1999. The award of several key programs in the defense market contributed to the increase. Backlog at December 31, 2000 and 1999, does not include approximately $443 million and $725 million, respectively, of negotiated and priced, but not exercised, options for defense and nondefense programs. The exercise of the options is at the discretion of the customer and, in the case of government contracts, is dependent on future government funding.

Government funding for contracts in the segment is expected to remain stable while certain contracts remain fiscally constrained. However, increased defense, intelligence, telecommunication and information technology spending is expected to have a favorable impact on many of the segment’s major contracts and core businesses. The Company does not anticipate any significant unfavorable operational effects related to program terminations or budget reallocations. The continuing focus on diversification of the segment’s sales mix has led to increased civil, commercial and international contracts that further position the segment for growth. The Company believes that the diversity of its programs helps mitigate risk to the Company from both funding fluctuations and the economic uncertainty of global markets. The segment remains focused on investing in new technologies, bidding and winning new contracts and continuing to provide outstanding products and services to customers. The Company expects the investment in technology initiatives to continue to have a negative impact on earnings. The Company’s new ventures in the commercialization of technologies encompass advanced semiconductors, laser technologies and commercial satellite Internet services.

Systems & Information Technology

($ in millions)
Years ended	2000		1999		1998
Sales	$	3,252	$	2,869	$	2,763
Profit before taxes		209		86		192

Sales for 2000 of $3,252 million increased $383 million from $2,869 million in 1999, primarily due to new business of approximately $195 million and higher volume on existing programs, including space and missile defense systems contracts and the U.S. Census program, of approximately $336 million. The higher sales were offset by lower volume on contracts nearing completion or completed during the year, of approximately $143 million.

Profit before taxes for 2000 and 1999 was $209 million and $86 million, respectively. Unusual items for 2000 included a gain of approximately $23 million due to the exchange of the Company’s interest in Paracel, Inc. for shares in Celera and a charge of approximately $27 million relating primarily to the impairment of the Company’s investment in a commercial affiliate. For 1999, unusual items included a charge of $82 million to reflect primarily noncash costs for the discontinuance of a warehouse management systems business and the sale of a software security product line, and a charge of $33 million for a commercial fixed price contract, partially offset by $16 million of gains from the sale of certain nonstrategic assets. Excluding these unusual items, profit before taxes for 2000 increased $28 million, primarily due to higher volume and improved performance on new and existing contracts of $40 million, offset in part by contracts nearing completion or completed during the year of $21 million.

Sales for 1999 of $2,869 million increased $106 million from $2,763 million in 1998, primarily due to new business of approximately $125 million and higher volume on existing programs, including space and missile systems contracts of approximately $190 million. The higher sales were mitigated by lower volume on contracts nearing completion or completed during the year of approximately $150 million and lower volume associated with the discontinued warehouse management product and the decline of the Y2K and enterprise resource planning integration business, of $65 million.

Profit before taxes for 1999 and 1998 was $86 million and $192 million, respectively. Unusual items in 1999 totaled $99 million, as described above. Profit before taxes for 1998 included charges of $26 million for contract reserves and severance costs relating to the integration of the Company’s Systems & Information Technology segment with BDM International, Inc. Excluding these unusual items, profit before taxes for 1999 decreased $33 million, primarily due to losses associated with the discontinued warehouse management product of $11 million and the decline of the Y2K and enterprise resource planning integration business of $14 million.

40 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Backlog as of December 31, 2000 was $3.4 billion which was down slightly from $3.5 billion at the end of 1999. The segment received key awards during the year in the defense, civil and commercial markets. Backlog at December 31, 2000 and 1999, does not include approximately $5 billion and $4.5 billion, respectively, of negotiated and priced, but not exercised, options for defense and nondefense programs. The exercise of these options is at the discretion of the customer and, in the case of government contracts, is dependent on future government funding.

Government funding for contracts in the segment is expected to remain stable while certain contracts remain fiscally constrained. The segment’s management and operations contract with the Department of Energy Office of Civilian Radioactive Waste Management at Yucca Mountain ends in the first quarter of 2001 and the Census 2000 Data Capture Services contract ends in the third quarter of 2001. However, increased defense and information technology spending is expected to have a favorable impact on many of the segment’s major contracts and core businesses. The Company does not anticipate any significant unfavorable operational effects related to program terminations or budget reallocations. In addition, the Company’s products and services offer solutions for both government and commercial customers to outsource services, lower the cost of doing business, improve quality and decrease the time to market. The continued focus on diversification of the segment’s sales mix has led to increased civil, state, commercial and international contracts that further position the segment for growth. The Company believes that the diversity of its programs helps mitigate risk to the segment from both funding fluctuations and the economic uncertainty of global markets. The segment remains focused on investing in new technologies, bidding and winning new contracts and continuing to provide outstanding products and services to its customers.

Aeronautical Systems

($ in millions)
Years ended	2000		1999		1998
Sales	$	1,105	$	902	$	—
Profit before taxes		152		123		—

Sales for 2000 of $1,105 million increased $203 million from $902 million in 1999. The increase is attributable to the inclusion of the first quarter of 2000 sales of LucasVarity of $253 million, offset in part by the effects of a strong U.S. dollar of $53 million.

Profit before taxes of $152 million increased by $29 million, primarily due to the inclusion of the first quarter of 2000 of LucasVarity of approximately $28 million.

Sales and profit before taxes in 1999 of $902 million and $123 million, respectively, are attributable entirely to the sales and profit before taxes of the LucasVarity aerospace business subsequent to March 25, 1999, including two additional acquisitions during 1999. The sales of the businesses acquired included in the segment were approximately $45 million.

The Company recorded approximately $54 million for severance and other costs to close certain facilities. The costs were included in the purchase price allocation and reported in other accruals. During 2000 and 1999, $38 million and $9 million, respectively, were used for severance and lease termination costs. The remaining balance of $7 million is expected to be used by the first quarter of 2002.

Backlog as of December 31, 2000 was $758 million compared to $781 million at the end of 1999.

A moderate increase in overall deliveries of large airliners and the continued success of the Airbus platforms are expected to support growth in original equipment sales for 2001. Increased government spending on defense is expected to have a favorable impact on sales to the military. Sales of aftermarket services and replacement spares are expected to continue to increase on the strength of the underlying growth in the demand for air travel. Moderate price pressure is expected to continue.

Acquisitions

Endwave Corporation

On March 31, 2000, TRW Milliwave Inc. (Milliwave), a wholly-owned subsidiary of the Company, and Endgate merged and formed Endwave. The financial statements of Endwave were consolidated with the Company’s financial statements as the Company had a 52.6 percent ownership interest in Endwave.

The merger was accounted for as a purchase.  Assets and liabilities of Endgate were recorded at their respective fair values, as determined by an independent appraisal. In-process research and development (IPR&D) was valued using the income approach under the proportional method. The purchase price allocation resulted in a charge of $12 million, $6 million after the effect of minority interest, for the fair value of five acquired IPR&D projects that had not reached technological feasibility and had no alternative future use, $16 million for core and developed technology, $7 million for other identifiable intangible assets, $25 million for operating assets and liabilities, and goodwill of approximately $79 million. Goodwill and identifiable intangible assets are being amortized on

TRW INC. 41

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

a straight-line basis over six years. The Company recorded a net gain of $53 million, $35 million after tax, for the excess of fair value of the Company’s ownership interest in Endgate that exceeded the book value of Milliwave.

During the fourth quarter of 2000, Endwave completed an initial public offering, and as a result, the Company recorded a before tax gain on the sale of shares of $22 million, $15 million after tax. At December 31, 2000, the Company’s ownership interest was approximately 41 percent. The investment has been accounted for on the equity method subsequent to the initial public offering.

LucasVarity

On March 25, 1999, the Company acquired LucasVarity for approximately $6.8 billion in cash and assumed net debt. The acquisition was accounted for as a purchase. The purchase price allocation resulted in an $85 million charge to earnings, with no income tax benefit, for the fair value of acquired IPR&D that had not reached technological feasibility and had no future alternative use and $517 million of identifiable intangible assets, including intellectual property and workforce. The purchase price allocation also included incremental fair value adjustments of approximately $1.5 billion for a prepaid pension asset, primarily from an overfunded pension plan, $200 million for the valuation of fixed rate debt and an increase of $30 million and $137 million for the valuation of inventory and fixed assets, respectively. The Company recorded $2.9 billion of goodwill which is being amortized on a straight-line basis over 40 years.

The fair value of IPR&D was determined by an independent valuation using the income approach under the proportional method. The following projects were included in the valuation: next generation caliper of $26 million, next generation anti-lock braking systems (ABS) of $23 million, aerospace engine controls of $18 million, electro hydraulic braking of $12 million and electrical parking brake of $6 million. The fair value of identifiable intangible assets was also determined by an independent valuation primarily using the income approach. A risk adjusted discount rate of 18 percent representing the cost of capital and a premium for the risk was used to discount the projects’ cash flows. Operating margins were assumed to be comparable to historical margins of similar products. The size of the applicable market was verified for reasonableness with outside research sources. The projects were in various stages of completion, ranging from approximately 40 to 80 percent complete as of the valuation date. The stage of completion for each project was estimated by evaluating the cost to complete, complexity of the technology and time to market. The projects were anticipated to be completed by 2002. The estimated cost to complete the projects was $65 million.

As of December 31, 2000, the next generation caliper project was completed and one of the aerospace engine control programs with the valuation of IPR&D of $7 million was discontinued. The next generation anti-lock braking systems and electro hydraulic braking projects have been delayed eight and sixteen months, respectively. The Company currently anticipates that the projects will be successfully developed as budgeted. Any delay or cancellation of the projects would not have a material adverse impact on the results of operations or the financial condition of the Company.

Restructuring costs, primarily severance, included in the purchase price allocation were approximately $108 million. The reserve was established for facility consolidations, relocation of certain facilities, elimination of the LucasVarity corporate facilities and divestiture of nonstrategic or inefficient facilities in the automotive and aerospace businesses. The balance at December 31, 2000, was $23 million and is expected to be used primarily for severance payments through the first quarter of 2002.

Astrolink LLC

During 1999, the Company announced that it would invest $255 million in Astrolink LLC (Astrolink), a strategic satellite telecommunications venture, of which the Company invested $82 million in 2000 and $83 million in 1999. In addition to the Company’s investment, Lockheed Martin Global Telecommunications will invest $400 million, Telespazio, a Telecom Italia Group Company, will invest $250 million and Liberty Media Group will invest $425 million. With this funding, Astrolink commenced construction of a satellite-based network that will enable it to provide on-demand, wireless broadband data communication services on a global basis.

Astrolink will focus on the high growth area of broadband communications, offering high-speed, high-quality, flexible, global bandwidth-on-demand services to large corporate customers and other consumers. The Company will build Astrolink’s satellite communication payloads. These payloads will be sophisticated, orbiting switches designed to receive data signals in individually addressed packets from multiple ground cells, route the data and transmit the data to the appropriate ground cell based on the destination address. In addition, the Company payloads will allow Astrolink to offer its customers “bandwidth-on-demand,” the ability to use and pay for only the bandwidth they actually need, avoiding the higher cost of a dedicated connection with a fixed amount of bandwidth. The Company also has the opportunity to be an Astrolink service provider.

See the Acquisitions note to Financial Statements for further discussion of the acquisitions of Endwave and LucasVarity.

42 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

International Operations

International sales were $7.4 billion, or 43 percent of the Company’s sales in 2000; $7.7 billion, or 45 percent in 1999; and $4.5 billion, or 38 percent in 1998. U.S. export sales included in those amounts were $1,025 million in 2000, $1,039 million in 1999 and $674 million in 1998. The increase in 1999 in international and U.S. export sales from 1998 was due primarily to the LucasVarity acquisition. Most of the Company’s non-U.S. operations are included in the four Automotive segments, the Aeronautical Systems and the Systems & Information Technology segments, and are located primarily in Europe, Mexico, Canada, Brazil and the Asia Pacific region. The Company’s non-U.S. operations are subject to the usual risks that may affect such operations; however, most of the assets of its non-U.S. operations are in countries where the Company believes such risks to be minimal.

Liquidity and Financial Position

Cash flow from operations in 2000 of $1,159 million, proceeds from the sale of nonstrategic assets of $1,557 million and other items of $38 million were used primarily for the reduction in debt of $1,806 million, capital expenditures of $742 million and dividend payments of $167 million. As a result, cash and cash equivalents increased $39 million. Cash flow from operations in 1999 of $1,522 million, additional borrowings of $5,455 million and proceeds from the sale of nonstrategic assets of $432 million were used primarily for acquisitions of $6,095 million, capital expenditures of $865 million, dividend payments of $160 million and other items of $144 million. As a result, cash and cash equivalents increased $145 million.

Net debt (short-term debt, the current portion of long-term debt and long-term debt, less cash and cash equivalents) was $6.4 billion at December 31, 2000, compared to $8.3 billion and $2.1 billion at December 31, 1999 and 1998, respectively. The ratio of net debt to total capital (net debt, minority interests and shareholders’ investment) was 70 percent, 75 percent and 52 percent at December 31, 2000, 1999 and 1998, respectively. The percentage of fixed rate debt to total debt was 66 percent and 46 percent at the end of 2000 and 1999, respectively.

Capital expenditures for property, plant and equipment and other intangible assets, primarily internal-use software, were $742 million in 2000, $865 million in 1999 and $625 million in 1998. The Company will maintain a capital program with estimated capital expenditures for 2001 totaling approximately $825 million. While capital expenditures in the Automotive segments are expected to remain comparable to those in 2000, the increase in spending is attributed to higher expenditures in the Aerospace & Information Systems segments. The Aerospace & Information Systems segments’ expenditures will be used for research and development of next-generation technologies, including high-frequency, indium phosphide integrated circuits for governmental and commercial applications, for support of major new contract awards and existing businesses and implementation of lean manufacturing cells. The Company will continue to focus on cost reduction efforts and invest in its Automotive segments’ growth businesses, including advanced braking systems, electrically assisted steering, advanced restraint systems, power rack and pinion steering and advanced electronic components.

On January 25, 2000, the Company established two committed revolving credit agreements in an aggregate amount of $3.3 billion with 29 banks. The first agreement for $2.3 billion was reduced during the second quarter of 2000 to $2 billion. On January 23, 2001, this agreement was amended and restated to $1.8 billion with 26 banks and will expire on January 22, 2002. The second agreement for $1 billion will expire on January 25, 2005.

During the first half of 2000, the Company increased its forward starting fixed interest rate swaps from $100 million in 1999 to $350 million, as a hedge of future long-term debt issuance.

During the first quarter of 2000 the Company issued $300 million of medium term notes due March 2002. The interest rate is a floating rate based on a three-month London Interbank Offered Rate (LIBOR). During the second quarter of 2000, the Company issued $500 million of 8.75% Notes due 2006 utilizing the universal shelf registration statement. In connection with the issuance of these Notes, $250 million of forward starting interest rate swaps were terminated at a gain of $7 million, which will be amortized over the life of the long-term debt as a reduction of interest expense. The proceeds from those offerings were used to reduce commercial paper. The remaining $100 million of forward starting interest rate swaps were changed to floating-to-fixed interest rate swaps maturing in 2005. The fair market value of these outstanding swap agreements was a liability of approximately $6 million at December 31, 2000.

The Company’s universal shelf capacity at December 31, 2000 was $1.7 billion. Securities that may be issued under this shelf registration statement include debt securities, common stock, warrants to purchase debt securities, warrants to purchase common stock, stock purchase contracts and stock purchase units.

At December 31, 2000, $100 million of short-term obligations were reclassified to long-term obligations as the Company intends to refinance the obligations on a long-term basis and has the ability to do so under its existing credit agreements.

TRW INC. 43

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During 2000, the Company exceeded its goal to reduce net debt by $2.5 billion from the date of the LucasVarity acquisition to the end of 2000. Net debt decreased $2.9 billion subsequent to the acquisition, of which $1.9 billion was achieved in 2000. The Company intends to continue to achieve additional debt reduction through operating cash flow, working capital improvements, sale of noncore businesses, disposal of nonrevenue producing assets and management of expenditures.

During the first quarter of 2000, the Company monetized 2 million shares of its holdings in RFMD through the execution of three forward share sale agreements, maturing on various dates through February 2004. During August 2000, RFMD effected a 2-for-1 stock split, thereby doubling the number of shares currently held by the Company. The Company received cash proceeds of $168 million in consideration for its agreement to deliver up to 4 million shares of RFMD common stock, in the aggregate, upon maturity of the contracts.

Prior to the 2-for-1 stock split, the Company sold 2.2 million shares of RFMD common stock for $181 million during the first quarter of 2000 and 422,500 shares were sold for $44 million during the second quarter of 2000. At December 31, 2000, the Company owned approximately 23 million shares, including the 4 million shares the Company pledged to secure its obligations under the forward share sale agreements. The fair value of the Company’s investment in RFMD at December 31, 2000, excluding the effect of the forward share sale agreements, was approximately $635 million and has been reflected in the Balance Sheets in investments in affiliated companies.

During the third quarter of 2000, the Company monetized its holdings of 229,354 shares in Celera through the execution of a forward share sale agreement maturing in December 2003. The Company received cash proceeds of $18.6 million in consideration for its agreement to deliver up to 229,354 shares of Celera common stock, in the aggregate, upon maturity of the contract. The fair value of the Company’s investment in Celera at December 31, 2000, excluding the effect of the forward share sale agreement, was approximately $8 million and has been reflected in the Balance Sheets in investments in affiliated companies.

At December 31, 2000, the Company had a working capital deficiency of approximately $1.9 billion, primarily due to the issuance of debt incurred to purchase LucasVarity. Management believes that sufficient resources from funds generated by operations, dispositions and existing borrowing capacity, are available to maintain liquidity.

The Company is subject to inherent risks attributed to operating in a global economy. It is the Company’s policy to utilize derivative financial instruments to manage its interest rate and foreign currency exchange rate risks. When appropriate, the Company uses derivatives to hedge its exposure to short-term interest rate changes as a lower cost substitute for the issuance of fixed-rate debt and as a means of securing long-term, floating-rate debt. Also, the Company may use interest rate agreements in the management of interest rate exposure on debt issuances. The Company manages cash flow transactional foreign exchange risk pursuant to a written corporate policy. Forward contracts and, to a lesser extent, options are utilized to protect the Company’s cash flow from adverse movements in exchange rates.

The Company is exposed to credit loss in the event of nonperformance by the other party to the derivative financial instruments. The Company limits this exposure by entering into agreements with a number of major financial institutions that meet credit standards established by the Company and that are expected to satisfy fully their obligations under the contracts. Derivative financial instruments are viewed by the Company as a risk management tool and are not used for speculative or trading purposes.

Based on the Company’s interest rate exposure on variable rate borrowings at December 31, 2000, including fixed-rate borrowings exposed due to an interest rate swap, a one-percentage-point increase in the average interest rate on the Company’s variable rate borrowings would increase future interest expense by approximately $23 million per year. Based on the Company’s exposure to foreign currency exchange rate risk resulting from derivative foreign currency instruments outstanding at December 31, 2000, a 10 percent uniform strengthening in the value of the U.S. dollar relative to the currencies in which those derivative foreign currency instruments are denominated would result in a $105 million loss in fair value.

The Company’s sensitivity analyses of the effects of changes in interest rates and foreign currency exchange rates do not reflect the effect of such changes on the related hedged transactions or on other operating transactions. The Company’s sensitivity analyses of the effects of changes in interest rates and foreign currency exchange rates do not factor in a potential change in the level of variable rate borrowings or derivative instruments outstanding that could take place if these hypothetical conditions prevailed.

Management believes the Company’s current financial position and financing arrangements allow flexibility in worldwide financing activities and permit the Company to respond to changing conditions in credit markets. Management believes that funds generated from operations, divestitures and existing borrowing capacity are adequate to fund debt service requirements, capital expenditures, working capital including tax requirements, company-sponsored research and development programs and dividend payments to shareholders.

See the Financial Instruments and Debt and Credit Agreements notes to Financial Statements for further discussion of these matters.

44 TRW INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Contingencies

During 1996, the Company was advised by the United States Department of Justice (DOJ) that the Company had been named as a defendant in two lawsuits brought by a former employee of the Company’s former Space & Technology Group and originally filed under seal in 1994 and 1995, respectively, in the United States District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The Company cannot presently predict the outcome of these lawsuits, although management believes that their ultimate resolution will not have a material effect on the Company’s financial condition or results of operations.

TRW Vehicle Safety Systems Inc. (VSSI), a wholly-owned subsidiary of the Company, reported to the Arizona Department of Environmental Quality (ADEQ) in 1997, potential violations of the Arizona hazardous waste law at its Queen Creek, Arizona facility for the possible failure to properly label and dispose of wastewater that might be classified as hazardous waste. ADEQ, the United States Environmental Protection Agency (EPA), the DOJ and the Arizona State Attorney General conducted civil and criminal investigations into these potential violations, and the Company cooperated with these investigations. On January 18, 2001, TRW announced that VSSI entered into a proposed settlement agreement with the DOJ, the EPA, the State of Arizona and the ADEQ regarding these alleged violations. On February 27, 2001, following completion of a 30-day public comment period, the United States and the State of Arizona governments moved to enter the consent decree related to the proposed civil settlement, and the Company is awaiting a ruling on that motion by the U.S. District Court for the District of Arizona. The proposed civil settlement provides that VSSI will pay a civil fine of approximately $6 million and perform site remediation at its Queen Creek, Arizona facility, if necessary, and at a landfill site in Arizona. The landfill site remediation and other supplemental environmental programs VSSI has agreed to implement total approximately $7 million. VSSI expects to incur additional costs for remediation at its Queen Creek, Arizona facility. Separately, on January 18, 2001, VSSI also announced it had entered into a conditional criminal settlement with state and federal authorities under which VSSI would plead guilty to certain Resource Conservation and Recovery Act violations. The criminal settlement is expressly conditioned on completion of the civil settlement. If the conditional criminal settlement is finalized, the criminal fines would total $12 million. The Company has recorded reserves for possible penalties and environmental work that may be incurred.

On March 31, 2000, VSSI was served with a putative class action lawsuit filed in Maricopa County Superior Court in the State of Arizona. The lawsuit was filed on behalf of everyone living within a five-mile radius of the Company’s air bag manufacturing plant in Mesa, Arizona. The lawsuit alleges that emissions from the plant have caused health problems for residents living near the plant and that the Company concealed information about the potential health risks of its emissions. The lawsuit also alleges that animals and plant life have been injured or destroyed through significant exposure to toxic emissions. Plaintiffs are asking the court to require the Company to institute medical monitoring for the claimants, to conduct various studies regarding, among other things, the risks of sodium azide, to cease operations that release toxic substances into the air and to create a supervised fund to pay for medical screening and monitoring. Plaintiffs also are seeking attorneys’ fees and punitive damages. The Company believes there is no valid scientific basis for these claims and intends to defend itself vigorously. The Company timely removed the case to federal court and the plaintiffs’ motion to remand the case to state court was denied. The federal court also agreed with the Company’s position that the first issue to be resolved is class certification and initial discovery will be limited to issues related to whether the case should proceed as a class action. The Company will vigorously oppose class certification. The Company is not able to predict the outcome of this lawsuit at this time.

In October 2000, Kelsey-Hayes Company (formerly known as Fruehauf Corporation) was served with a grand jury subpoena relating to a criminal investigation being conducted by the U.S. Attorney for the Southern District of Illinois. The U.S. Attorney has informed the Company that the investigation relates to possible wrongdoing by Kelsey-Hayes Company and others involving certain loans made by Kelsey-Hayes Company’s then parent corporation to Fruehauf Trailer Corporation, the handling of the trailing liabilities of Fruehauf Corporation and actions in connection with the 1996 bankruptcy of Fruehauf Trailer Corporation. Kelsey-Hayes Company became a wholly-owned subsidiary of TRW upon TRW’s acquisition of LucasVarity in 1999. The Company is cooperating with the investigation and is unable to predict the outcome of the investigation at this time.

Refer to the Contingencies and Events Subsequent to Date of Report of Independent Auditors notes to Financial Statements for further discussion of these matters.

Euro Conversion

On December 31, 1998, certain member countries of the European Union irrevocably fixed the conversion rates between their national currencies and a common currency, the “Euro,” which became their legal currency on January 1, 1999. The participating countries’ former national currencies will continue to exist as denominations of the Euro until January 1, 2002.

TRW INC. 45

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The Company evaluated the business implications of conversion to the Euro, including the need to adapt internal systems to accommodate Euro-denominated transactions, including receipts and payments, the competitive implications of cross-border price transparency and other strategic implications. The Company established a Euro project team to manage changes required to conduct its business operations in compliance with Euro-related regulations. The Company’s exposure to foreign currency risk and the related use of derivative contracts to mitigate that risk is expected to be reduced as a result of conversion to the Euro.

The Company does not expect the conversion to the Euro to have a material effect on its financial condition or results of operations.

Current Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its amendments, Statements 137 and 138, in June 1999 and June 2000, respectively. The statements require the recognition of a derivative instrument as an asset or liability, based on its fair value. Derivatives that are not hedges are adjusted to fair value through net earnings. If the derivative is a hedge, depending on the nature of the hedge, the change in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through net earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. Because the statements allow certain foreign currency transactions to be accounted for as hedges, changes in the fair value of certain hedges of the Company, currently recorded in net earnings, will be recorded in other comprehensive income (loss).

Upon adoption on January 1, 2001, the Company will record an after tax charge for the cumulative effect of the accounting change of approximately $14 million in the Statements of Operations, principally attributed to the time value of the options used in the forward share sale agreements as described in the Financial Instruments note to Financial Statements. In addition, other comprehensive income (loss) will be reduced approximately $4 million to recognize the fair market value of cash flow hedges on interest rate swaps and to adjust the carrying value of foreign currency forward contracts to fair market value.

Forward-Looking Statements

Statements in this filing that are not statements of historical fact may be forward-looking statements. In addition, from time to time, the Company and its representatives make statements that may be forward-looking. All forward-looking statements involve risks and uncertainties. This section provides readers with cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this filing or otherwise made by, or on behalf of, the Company.

The following are some of the factors that could cause actual results to differ materially from estimates contained in the Company’s forward-looking statements:

The Company’s consolidated results could be affected by: unanticipated events and circumstances that may occur and render the Company’s acquisition of LucasVarity less beneficial to the Company than anticipated; the ability to continue technical innovation and the development of and demand for new products and contract awards; the ability to successfully develop commercial applications for the Company’s technologies; the ability to design and develop e-commerce initiatives for business systems and processes; pricing pressures from customers; the ability to reduce the level of outstanding debt from cash flow from operations and the proceeds from asset dispositions; the introduction of competing products or technology by competitors; the financial results of companies in which we have made technology investments; the availability of funding for research and development; the ability to meet performance and delivery requirements on systems for customers; the economic, regulatory and political instability of certain emerging countries; fluctuations in currency exchange rates; and the ability to attract and retain skilled employees with high-level technical competencies.

The Company’s automotive businesses also could be affected by: the ability to improve automotive margins; changes in consumer debt levels and interest rates; moderation or decline in the automobile build rate; work stoppages; customer recall and warranty claims; product liability issues; and changes to the regulatory environment regarding automotive safety.

The Company’s aerospace and information systems businesses also could be affected by: the level of defense funding by the government; the termination of existing government contracts; and the ability to develop and market products and services for customers outside of the traditional aerospace and information systems markets.

The above list of important factors is not exclusive. We caution that any forward-looking statement reflects only the beliefs of the Company or its management at the time the statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.

46 TRW INC.

MANAGEMENT AND AUDITORS’ REPORT

REPORT OF MANAGEMENT

Management of TRW is responsible for the preparation of the accompanying consolidated financial statements of the Company and its subsidiaries. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States and include the estimates and judgments of management. The financial statements have been audited by Ernst & Young LLP, independent auditors, whose report appears below.

Management has established and is responsible for maintaining a system of internal accounting controls that it believes provides reasonable assurance that assets are safeguarded and transactions are executed and recorded in accordance with management’s authorization. The system is tested and evaluated regularly by the Company’s internal auditors as well as by the independent auditors in connection with their annual audit.

TRW has an audit committee composed of four independent Directors who are not members of management. The committee meets regularly with management, the internal auditors and the independent auditors in connection with its review of matters relating to the Company’s financial statements, the Company’s internal audit program, the Company’s system of internal accounting controls and the services of the independent auditors. The committee also meets with the internal auditors as well as the independent auditors, without management present, to discuss appropriate matters. The committee also recommends to the Directors the appointment of the independent auditors.

/s/ Joseph T. Gorman	/s/ Carl G. Miller	/s/ Thomas A. Connell
Joseph T. Gorman	Carl G. Miller	Thomas A. Connell
Chairman and	Executive Vice President and	Vice President and
Chief Executive Officer	Chief Financial Officer	Corporate Controller
January 22, 2001

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Directors, TRW Inc.

We have audited the accompanying consolidated balance sheets of TRW Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, cash flows and changes in shareholders’ investment for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TRW Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Ernst & Young LLP
Cleveland, Ohio

January 22, 2001

TRW INC. 47

FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS

TRW Inc. and subsidiaries
(In millions except per share data)
Years ended December 31	2000			1999			1998
Sales	$	17,231		$	16,969		$	11,886
Cost of sales		14,520			14,020			9,865
Gross profit		2,711			2,949			2,021
Administrative and selling expenses		1,115			1,150			826
Research and development expenses		442			468			372
Interest expense		524			477			114
Amortization of goodwill and intangible assets		143			195			43
Purchased in-process research and development		12			85			—
Other (income) expense-net		(231	)		(213	)		(80	)
Earnings before income taxes		706			787			746
Income taxes		268			318			269
Net earnings	$	438		$	469		$	477
Per share of common stock
Diluted earnings per share	$	3.51		$	3.80		$	3.83
Basic earnings per share		3.55			3.87			3.93
Dividends declared		1.36			1.32			1.28

See notes to financial statements.

48 TRW INC.

FINANCIAL STATEMENTS

BALANCE SHEETS

TRW Inc. and subsidiaries
(In millions)
December 31			2000			1999
Assets
Current assets
	Cash and cash equivalents		$	267		$	228
	Accounts receivable (net of allowances of $60 million in 2000 and $54 million in 1999)			2,328			2,480
	Inventories
		Finished products and work in-process		513			612
		Raw materials and supplies		357			427
	Total inventories			870			1,039
	Prepaid expenses			149			202
	Deferred income taxes			353			423
	Net assets of acquired businesses held for sale			—			827
Total current assets				3,967			5,199
Property, plant and equipment-on the basis of cost
	Land			145			139
	Buildings			1,944			1,973
	Machinery and equipment			5,826			5,914
				7,915			8,026
	Less accumulated depreciation and amortization			4,328			4,132
Total property, plant and equipment-net				3,587			3,894
Intangible assets
	Goodwill			3,547			3,743
	Other intangible assets			975			948
				4,522			4,691
	Less accumulated amortization			510			360
Total intangible assets-net				4,012			4,331
Investments in affiliated companies				1,040			1,185
Other notes and accounts receivable				283			257
Prepaid pension cost				2,902			2,876
Other assets				676			524
			$	16,467		$	18,266
Liabilities and shareholders’ investment
Current liabilities
	Short-term debt		$	1,450		$	2,444
	Accrued compensation			500			468
	Trade accounts payable			1,795			1,638
	Other accruals			1,475			1,277
	Dividends payable			44			40
	Income taxes			107			104
	Current portion of long-term debt			489			758
Total current liabilities				5,860			6,729
Long-term liabilities				2,038			1,991
Long-term debt				4,765			5,369
Deferred income taxes				1,030			1,352
Minority interests in subsidiaries				123			113
Shareholders’ investment
	Serial Preference Stock II (involuntary liquidation $6 million in 2000 and 1999)			—			—
	Common stock (shares outstanding 124.2 million in 2000 and 122 million in 1999)			78			76
	Other capital			472			465
	Retained earnings			2,565			2,312
	Treasury shares —cost in excess of par value			(472	)		(549	)
	Accumulated other comprehensive income (loss)			8			408
Total shareholders’ investment				2,651			2,712
			$	16,467		$	18,266

See notes to financial statements.

TRW INC. 49

FINANCIAL STATEMENTS

STATEMENTS OF CASH FLOWS

TRW Inc. and subsidiaries
(In millions)
Years ended December 31			2000			1999			1998
Operating activities
	Net earnings		$	438		$	469		$	477
	Adjustments to reconcile net earnings to net cash provided by operating activities
		Depreciation and amortization		794			850			566
		Pension income		(249	)		(192	)		—
		Net gain on sale of nonoperating assets		(343	)		(360	)		—
		Purchased in-process research and development		12			85			—
		Asset impairment charges		96			153			—
		Deferred income taxes		49			233			(223	)
		Other-net		32			132			8
	Changes in assets and liabilities, net of effects of businesses acquired or divested
		Accounts receivable		—			86			(27	)
		Inventories		85			115			(46	)
		Trade accounts payable		257			—			74
		Prepaid expenses and other liabilities		(38	)		(157	)		(174	)
		Other-net		26			108			6
Net cash provided by operating activities				1,159			1,522			661
Investing activities
	Capital expenditures including other intangibles			(742	)		(865	)		(625	)
	Net proceeds from divestitures			1,557			432			14
	Acquisitions, net of cash acquired			(3	)		(6,095	)		(249	)
	Other-net			(19	)		(186	)		3
Net cash provided by (used in) investing activities				793			(6,714	)		(857	)
Financing activities
	(Decrease) increase in short-term debt			(1,083	)		1,486			(167	)
	Proceeds from debt in excess of 90 days			1,429			6,245			1,086
	Principal payments on debt in excess of 90 days			(2,152	)		(2,276	)		(397	)
	Dividends paid			(167	)		(160	)		(154	)
	Acquisition of common stock			(4	)		—			(184	)
	Other-net			51			40			26
Net cash (used in) provided by financing activities				(1,926	)		5,335			210
Effect of exchange rate changes on cash				13			2			(1	)
Increase in cash and cash equivalents				39			145			13
Cash and cash equivalents at beginning of year				228			83			70
Cash and cash equivalents at end of year			$	267		$	228		$	83
Supplemental Cash Flow Information
Interest paid (net of amount capitalized)			$	524		$	456		$	133
Income taxes paid (net of refunds)				168			168			391

See notes to financial statements.

50 TRW INC.

FINANCIAL STATEMENTS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

		Serial														Accumulated
		Preference														Other			Total
TRW Inc. and subsidiaries		Stock II			Common			Other		Retained			Treasury			Comprehensive			Shareholders'
(In millions)		Series 1&3			Stock			Capital		Earnings			Shares			Income (Loss)			Investment
Balance at December 31, 1997		$	1		$	78		$	450	$	1,778		$	(563	)	$	(120	)	$	1,624
Net earnings - 1998											477									477
Other comprehensive income (loss)
	Foreign exchange gain, net of tax of $3 million																75			75
	Unrealized gain on securities, net of tax of $10 million																18			18
	Minimum pension liability, net of tax of $5 million																(11	)		(11	)
Total comprehensive income (loss)																				559
Dividends declared
	Preference										(1	)								(1	)
	Common ($1.28 per share)										(154	)								(154	)
Purchase and sale of shares and other			(1	)		(3	)		7		3			(181	)					(175	)
Credits (charges) from issuance of treasury shares											(82	)		82						—
Shares sold under stock options														25						25
Balance at December 31, 1998			—			75			457		2,021			(637	)		(38	)		1,878
Net earnings - 1999											469									469
Other comprehensive income (loss)
	Foreign exchange loss, net of tax of $15 million																(121	)		(121	)
	Unrealized gain on securities, net of tax of $305 million																566			566
Minimum pension liability, net of tax																	1			1
Total comprehensive income (loss)																				915
Dividends declared
	Preference										(1	)								(1	)
	Common ($1.32 per share)										(160	)								(160	)
ESOP funding														44						44
Purchase and sale of shares and other						1			8		(1	)		(3	)					5
Credits (charges) from issuance of treasury shares											(16	)		16						—
Shares sold under stock options														31						31
Balance at December 31, 1999			—			76			465		2,312			(549	)		408			2,712
Net earnings - 2000											438									438
Other comprehensive income (loss)
	Foreign exchange loss, net of tax of $167 million																(247	)		(247	)
	Unrealized loss on securities, net of tax of $77 million																(143	)		(143	)
	Minimum pension liability, net of tax of $5 million																(10	)		(10	)
Total comprehensive income (loss)																				38
Dividends declared
	Preference										(1	)								(1	)
	Common ($1.36 per share)										(169	)								(169	)
ESOP funding						1								33						34
Purchase and sale of shares and other						1			7					(7	)					1
Credits (charges) from issuance of treasury shares											(15	)		15						—
Shares sold under stock options														36						36
Balance at December 31, 2000		$	—		$	78		$	472	$	2,565		$	(472	)	$	8		$	2,651

See notes to financial statements.

TRW INC. 51

NOTES TO FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation —The financial statements include the accounts of the Company and its subsidiaries. Investments in affiliated companies are accounted for by the equity or cost method, as appropriate. The consolidated financial statements reflect the consolidated results of LucasVarity’s operations and cash flows subsequent to the date of acquisition, March 25, 1999.

Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of December 31, 2000 and 1999, and reported amounts in the Statements of Operations for the years ended December 31, 2000, 1999 and 1998. Actual results could differ from those estimates.

Revenue recognition —The Company recognizes revenue, other than on long-term contracts, when title is transferred to the customer. For long-term contracts, the percentage-of-completion (cost-to-cost) method is used to estimate sales under fixed-price and fixed-price incentive contracts. Sales under cost-reimbursement contracts are recorded as costs are incurred. Fees based on cost, award fees and incentive fees are included in sales at the time such amounts are reasonably estimable. Losses on contracts are recognized when determinable. Due to the nature and complexities of the Company’s business, where contracts contain both elements of products and services, it is not practical to segregate the sales and cost of sales elements of the contracts between products and services or to collect financial information for the components in the Company’s current financial systems.

Accounts receivable —Accounts receivable at December 31, 2000 and 1999, included $705 million and $641 million, respectively, related to long-term contracts, of which $306 million and $178 million, respectively, were unbilled. Unbilled costs and fees represent sales earned and billable in the following month as well as sales earned but not billable under terms of the contracts. A substantial portion of such amounts is expected to be billed during the following year. Retainage receivables and receivables subject to negotiation were not significant.

Inventories —Inventories are stated at the lower of cost, principally the first-in, first-out (FIFO) method, or market. Inventories related to long-term contracts were not significant at December 31, 2000 and 1999.

Depreciation —Depreciation is computed over the assets’ estimated useful lives, using the straight-line method for the majority of the Company’s depreciable assets. The remaining assets are depreciated using accelerated methods. The estimated useful lives of buildings, machinery and equipment, and computers and other office equipment are between 30-40 years, 8-12 years and 3-5 years, respectively. Depreciation expense was $628 million, $718 million and $520 million for the years ended December 31, 2000, 1999 and 1998, respectively.

Intangible assets —Intangible assets are stated on the basis of cost and are being amortized by the straight-line method over the estimated future periods to be benefited, except for goodwill prior to 1971, $48 million, which is not being amortized as there is no indication of diminished value. Goodwill acquired after 1970 is being amortized over periods primarily ranging from 6 to 40 years. Other intangible assets includes capitalized internal-use software and other identifiable intangible assets acquired through acquisitions, including core and developed technology and workforce. Capitalized internal-use software is being amortized over periods not to exceed 10 years. Other identifiable intangible assets are being amortized primarily over 5 to 30 years. The carrying value of intangible assets is assessed for impairment on a quarterly basis.

Asset impairment —The Company records impairment losses on long-lived and intangible assets when events and circumstances indicate that the assets may be impaired and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying amounts. If the future undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are adjusted to their fair values.

Cost basis equity affiliates —The Company’s investments in affiliated companies includes equity securities, accounted for using the cost method, which are classified as available-for-sale. These securities are stated at estimated fair value based upon market quotes. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive income(loss) in shareholders’ investment until realized. A decline in the value of any investment below cost that is deemed other than temporary is charged to earnings.

Environmental costs —The Company participates in environmental assessments and remedial efforts at operating facilities, previously owned or operated facilities, and Superfund or other waste sites. Costs related to these locations are accrued when it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated. Estimated costs are recorded at undiscounted amounts, based on experience and assessments, and are regularly evaluated as efforts proceed. Insurance recoveries are recorded as a reduction of environmental costs when fixed and determinable.

Issuance of an equity affiliate’s stock —The Company includes gains or losses arising from the issuance of a subsidiary’s or equity affiliate’s stock in other (income)expense-net.

52 TRW INC.

NOTES TO FINANCIAL STATEMENTS

Treasury stock —The Company’s purchases of shares of TRW common stock are recorded as treasury stock and result in a reduction of shareholders’ investment. When treasury shares are issued, the excess of the purchase price over the issuance price, using the first-in, first out method, is reported as a reduction of retained earnings.

Reclassifications —Certain amounts in the prior year financial statements and related notes have been reclassified to conform with the 2000 presentation.

New accounting pronouncements —In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” which summarizes the staff’s views regarding the application of generally accepted accounting principles to the recognition, presentation and disclosure of revenue in financial statements. The Company implemented SAB No. 101 in the fourth quarter of 2000. There was no impact on the Company’s financial position or results of operations as a result of the adoption.

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and its amendments, Statements 137 and 138, in June 1999 and June 2000, respectively. The statements require the recognition of a derivative instrument as an asset or liability, based on its fair value. Derivatives that are not hedges are adjusted to fair value through net earnings. If the derivative is a hedge, depending on the nature of the hedge, the change in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through net earnings or recognized in other comprehensive income(loss) until the hedged item is recognized in earnings. Because the statements allow certain foreign currency transactions to be accounted for as hedges, changes in the fair value of certain hedges of the Company, currently recorded in net earnings, will be recorded in other comprehensive income(loss).

Upon adoption on January 1, 2001, the Company will record an after tax charge for the cumulative effect of the accounting change of approximately $14 million in the Statements of Operations, principally attributed to the time value of the options used in the forward share sale agreements, as further described in the Financial Instruments note. In addition, other comprehensive income(loss) will be reduced approximately $4 million to recognize the fair market value of cash flow hedges on interest rate swaps and to adjust the carrying value of foreign currency forward contracts at fair market value.

RESEARCH AND DEVELOPMENT

(In millions)		2000		1999		1998
Customer-funded		$	1,145	$	1,249	$	1,425
Company-funded
	Research and development		442		468		372
	Product development		435		432		346
			877		900		718
		$	2,022	$	2,149	$	2,143

Customer-funded research and development projects are an integral part of the Space & Electronics and Systems & Information Technology segments. The related costs are included in cost of sales. Company-funded research and development programs include research and development for commercial products and independent research and development and bid and proposal work related to government products and services. A portion of the cost incurred for independent research and development and bid and proposal work by the Space & Electronics and Systems & Information Technology segments is recoverable through overhead charged to government contracts. Product development costs include engineering and field support for customer requirements. Product development costs are expensed as incurred and included in cost of sales.

The 2000 and 1999 amounts exclude charges of $12 million and $85 million, respectively, for purchased in-process research and development.

TRW INC. 53

NOTES TO FINANCIAL STATEMENTS

ACQUISITIONS

Endwave Corporation

On March 31, 2000, TRW Milliwave Inc. (Milliwave), a wholly-owned subsidiary of the Company, and Endgate Corporation (Endgate) merged and formed Endwave Corporation (Endwave). The financial statements of Endwave were consolidated with the Company’s financial statements as the Company had a 52.6 percent ownership interest in Endwave.

The merger was accounted for as a purchase. Assets and liabilities of Endgate were recorded at their respective fair values, as determined by an independent appraisal. In-process research and development (IPR&D) was determined using the income approach under the proportional method. The purchase price allocation resulted in a charge of $12 million, $6 million after the effect of minority interest, for the fair value of five acquired IPR&D projects that had not reached technological feasibility and had no alternative future use; $16 million for core and developed technology; $7 million for other identifiable intangible assets; $25 million for operating assets and liabilities; and goodwill of approximately $79 million. Goodwill and identifiable intangible assets are being amortized on a straight-line basis over six years. The Company recorded a net gain of $53 million, $35 million after tax, for the excess of fair value of the Company’s ownership interest in Endgate that exceeded the book value of Milliwave.

During the fourth quarter of 2000, Endwave completed an initial public offering and as a result, the Company recorded a before tax gain on the sale of shares of $22 million, $15 million after tax. At December 31, 2000 the Company’s ownership interest was approximately 41 percent. The investment has been accounted for on the equity method subsequent to the initial public offering.

LucasVarity

On March 25, 1999, the Company acquired LucasVarity Limited (LucasVarity), formerly known as LucasVarity plc, for approximately $6.8 billion in cash and assumed net debt. The transaction was accounted for as a purchase. Assets and liabilities were recorded based on their respective fair values. The purchase price allocation resulted in an $85 million charge to earnings, with no income tax benefit, for the fair value of acquired IPR&D that had not reached technological feasibility and had no future alternative use and $517 million of identifiable intangible assets, including intellectual property and workforce. The purchase price allocation also included incremental fair value adjustments of approximately $1.5 billion for prepaid pension cost, primarily from an overfunded pension plan, $200 million for the valuation of fixed rate debt and the write-up of inventory of $30 million and fixed assets of $137 million.

The fair value of IPR&D was determined by an independent valuation using the income approach under the proportional method. The following projects were included in the valuation: next generation caliper of $26 million, next generation anti-lock braking systems (ABS) of $23 million, aerospace engine controls of $18 million, electro hydraulic braking of $12 million and electrical parking brake of $6 million. The fair value of identifiable intangible assets was also determined by an independent valuation, primarily using the income approach. A risk adjusted discount rate of 18 percent representing the cost of capital and a premium for the risk was used to discount the projects’ cash flows. Operating margins were assumed to be similar to historical margins of similar products. The size of the applicable market was verified for reasonableness with outside research sources. The projects were in various stages of completion, ranging from approximately 40 to 80 percent complete as of the valuation date. The stage of completion for each project was estimated by evaluating the cost to complete, complexity of the technology and time to market. The projects were anticipated to be completed by 2002. The estimated cost to complete the projects was $65 million.

As of December 31, 2000, the next generation caliper project was completed and one of the aerospace engine control programs with the valuation of IPR&D of $7 million was discontinued. The next generation anti-lock braking systems and electro hydraulic braking projects have been delayed eight and sixteen months, respectively. The Company currently anticipates that the projects will be completed as budgeted. Any delay or cancellation of the projects would not have a material adverse impact on the results of operations or the financial condition of the Company.

Total restructuring costs for the automotive, aerospace and corporate LucasVarity businesses, primarily severance, recorded in the purchase price allocation were $108 million, of which $56 million was paid in 2000 and $29 million was paid in 1999. The balance of $23 million is expected to be paid through the first quarter of 2002.

54 TRW INC.

NOTES TO FINANCIAL STATEMENTS

The final allocation of the purchase price is summarized as follows:

(In millions)
Cash purchase price	$	6,715
Cash and cash equivalents		781
Accounts receivable		883
Inventory		529
Net assets of businesses held for sale		872
Prepaid expenses		137
Current deferred income taxes		105
Property, plant and equipment		1,248
Intangible assets		517
Prepaid pension cost		2,399
Other assets		523
		7,994
Accounts payable		(700	)
Other accruals		(1,235	)
Debt		(877	)
Long-term liabilities		(790	)
Long-term deferred income taxes		(642	)
		(4,244	)
Minority interest		(28	)
Purchased in-process research and development		85
Goodwill	$	2,908

Goodwill is being amortized on a straight-line basis over 40 years. Identifiable intangible assets are being amortized on a straight-line basis over useful lives ranging from 5 to 30 years.

Pro forma sales, net earnings and diluted earnings per share for the year ended December 31, 1999 were $18.6 billion, $624 million and $5.05 per share, respectively. The pro forma financial information assumes the LucasVarity acquisition occurred as of the beginning of the year, after giving effect to certain adjustments, including the amortization of intangible assets, interest expense on acquisition debt, depreciation based on the adjustments to the fair market value of the property, plant and equipment acquired, write-off of purchased IPR&D, incremental pension income and related income tax effects. The pro forma results have been prepared for informational purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisition of LucasVarity been effected on the date indicated. The pro forma results do not include the effects of companies divested subsequent to the date of acquisition.

DIVESTITURES

During the first quarter of 2000, the Company substantially completed the disposition of Lucas Diesel Systems and completed the dispositions of the remaining LucasVarity wiring business and Nelson Stud Welding and Australian steering businesses. Sales of the businesses divested included in the December 31, 2000, 1999 and 1998 Statements of Operations are approximately $56 million, $1,018 million and $118 million, respectively. Cash proceeds from the businesses divested were $910 million. The Company’s investment in the LucasVarity wiring companies and Lucas Diesel Systems operations is included in the balance sheet caption net assets of acquired businesses held for sale at December 31, 1999.

TRW INC. 55

NOTES TO FINANCIAL STATEMENTS

RESTRUCTURINGS AND ASSET IMPAIRMENTS

On July 29, 1998, the Company announced actions intended to enhance the automotive businesses’ profit margin, which would result in before tax charges of approximately $150 million by the end of 2000. In 2000, 1999 and 1998 before tax charges of $56 million, $80 million and $24 million, respectively, were recorded for plant closings, severance costs and asset impairments. Other accruals relating to severance costs and plant closings at December 31, 2000 and 1999 were $32 million and $35 million, respectively. For the year ended December 31, 2000, $16 million, which was recorded in administrative and selling expenses, was used for severance payments; and $43 million, which was recorded in cost of sales, was used for plant closings, including severance associated with the plant closings. During 1999, $7 million, which was recorded in administrative and selling expenses, was used for severance payments; and $56 million, which was recorded in cost of sales, was used for plant closings, including severance associated with the plant closings, and asset impairments. During 1998, $6 million, which was recorded in administrative and selling expenses, was used for severance payments. The balance of $32 million will be used primarily for severance costs and plant closings in 2001, thereby completing the program.

During the third quarter of 2000, the Company announced plans to consolidate operations of its Mesa air bag manufacturing facilities. As a result, the Company recorded an asset impairment and a restructuring charge of approximately $52 million and $3 million, respectively, in cost of sales. A comparison of projected future cash flows for the Mesa facility to the carrying value of the assets indicated that the assets were impaired. Property, plant and equipment were written down to fair value on the basis of discounted estimated future cash flows and future salvage value of the assets. Included in the restructuring charge are costs associated with future lease obligations. The Company expects the consolidation plan to be completed by the first half of 2002.

In the fourth quarter of 2000, the Company announced that it would incur charges primarily for the reorganization and downsizing of the Company’s aftermarket business and recorded a before tax charge of $26 million, of which $16 million was recorded in administrative and selling expenses and the remainder was recorded in cost of sales. Other accruals at December 31, 2000 included $15 million for severance and plant closings costs relating to the reorganization and downsizing. The Company expects these actions to be completed during the first half of 2001. In addition, as a result of a loss of several existing and future contracts at an engine components facility, the Company recorded an asset impairment charge of $15 million in cost of sales. A comparison of projected future cash flows for the facility to the carrying value of the assets indicated that the assets were impaired. Property, plant and equipment were written down to fair value.

OTHER (INCOME) EXPENSE-NET

(In millions)	2000			1999			1998
Net gain on sale of nonoperating assets	$	(343	)	$	(362	)	$	—
ICO Global investment write-off		—			79			—
Claims and litigation		68			—			—
Write-down of technology investment		26			—			—
LucasVarity related expenses		—			50			—
Patent litigation settlement		—			—			(49	)
Earnings of affiliates		(3	)		(14	)		(5	)
Foreign currency exchange		52			66			7
Minority interests		18			23			11
Miscellaneous other (income) expense		(49	)		(55	)		(44	)
	$	(231	)	$	(213	)	$	(80	)

Net gain on sale of nonoperating assets in 2000 primarily includes gains of $217 million relating to the sales of RF Micro Devices, Inc. (RFMD) common stock and a gain of $23 million from the exchange of the Company’s interest in Paracel Inc., an affiliate, for shares in Applera Corporation — Celera Genomics Group (Celera). In addition, the Company recorded a gain of $79 million relating to the Endwave transactions. Net gain on sale of nonoperating assets in 1999 primarily includes gains of $306 million relating to sales of RFMD common stock and a gain of $29 million from the issuance of RFMD common stock in a registered public offering.

56 TRW INC.

NOTES TO FINANCIAL STATEMENTS

OPERATING SEGMENTS

The Company is a United States-based company providing advanced technology products and services for the automotive and aerospace and information systems markets. The Company reports in seven operating segments. The Company’s automotive businesses are reported as Occupant Safety Systems, Chassis Systems, Automotive Electronics and Other Automotive segments. The Company’s aerospace and information systems’ businesses are reported as Space & Electronics, Systems & Information Technology and Aeronautical Systems segments.

The principal markets for the Company’s automotive products are the North American, European and Asian original equipment manufacturers and independent distributors. The Aerospace & Information Systems segments primarily offer products and services to the United States Government, agencies of the United States Government, state and local governments and international and commercial customers.

A description of the products and services provided by each of the operating segments follows.

Occupant Safety Systems — inflatable restraint systems, including driver, passenger, side, knee and rollover air bags; seat belt systems, including front and rear pretensioners; and steering wheels.

Chassis Systems — steering systems and components, including hydraulic and electrically assisted power and manual rack and pinion steering for light vehicles; light vehicle braking systems, including foundation, actuation and anti-lock braking systems (ABS); vehicle stability controls (VSC); chassis modules and integrated vehicle control systems (IVCS); suspension components; and aftermarket operations, including parts, service and technical and diagnostic support.

Automotive Electronics — body control systems, safety and security systems, chassis and powertrain controls, sensors and components and engineered fasteners. A majority of the sensors and components business was divested during the fourth quarter of 2000.

Other Automotive — engine valves and valve train parts; power steering systems and suspension components for commercial vehicles; diesel systems including fuel injection systems comprised of mechanical rotary pumps, fuel injectors and filters for fully-integrated electronically-controlled systems; stud welding systems and metal fasteners; and wiring systems. Stud welding systems, wiring systems and a majority of diesel systems were divested in the first quarter of 2000.

Space & Electronics — spacecraft, including the design and manufacture of spacecraft equipment, propulsion subsystems, electro-optical and instrument systems, spacecraft payloads, high-energy lasers and laser technology and other high-reliability components; and electronic systems, equipment, components and services, including the design and manufacture of space communications systems, avionics systems, commercial telecommunications and other electronic technologies for tactical and strategic applications.

Systems & Information Technology — systems engineering, systems integration, software development, modeling and simulation, test and evaluation, training, operations, logistics and information technology for high technology systems, products and services in the fields of command and control, strategic missiles, missile and air defense, airborne reconnaissance, unmanned aerial vehicles, intelligence management and processing, earth observation, nuclear waste management, air traffic control, counterterrorism, physical and information security, criminal justice, health and human services, integrated supply chain, warehousing, logistics, tax and finance. The warehousing business was discontinued or sold by the end of 2000.

Aeronautical Systems — engine controls, power generation, flight controls, nacelle actuation, power transmission, cargo systems, hoists and winches, missile actuation and comprehensive equipment services.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Company evaluates operating performance based on profit before taxes and total assets net of segment current operating liabilities. Prepaid pension cost and the related pension income for corporate and divested operations, unrealized gains on securities for affiliate investments accounted for using the cost method, debt and related interest expense, interest related to the other postretirement benefit liability, currently payable income taxes, current deferred income taxes, long-term deferred income taxes in 1998 and corporate staff expenses are maintained at the corporate level and are not a component of the operating segment results.

As a result of the dispositions of Lucas Diesel Systems, Nelson Stud Welding and a LucasVarity wiring company, segment assets for the Other Automotive segment decreased by approximately $925 million during 2000. Segment assets for 1999 have been restated to include a portion of the prepaid pension cost attributable to the segments that was previously reflected as a component of the segment asset reconciliation.

TRW INC. 57

NOTES TO FINANCIAL STATEMENTS

Financial information for the operating segments for each of the three years ended December 31 is as follows:

	Occupant														Systems &
	Safety			Chassis			Automotive			Other			Space &		Information			Aeronautical
(In millions)	Systems			Systems			Electronics			Automotive			Electronics		Technology			Systems		Total
2000
Sales to external customers	$	2,803		$	5,681		$	1,664		$	846		$	1,880	$	3,252		$	1,105	$	17,231
Intersegment sales		1			14			91			5			56		131			—		298
Profit before taxes		59			290			94			65			459		209			152		1,328
Unusual items-income (expense) included in profit		(101	)		(98	)		(17	)		4			295		(4	)		—		79
Segment assets		1,147			3,466			1,206			278			568		564			1,689		8,918
Depreciation and amortization		154			290			84			45			89		45			67		774
Capital expenditures including other intangibles		105			297			62			37			148		41			50		740
1999
Sales to external customers	$	3,009		$	5,077		$	1,632		$	1,610		$	1,870	$	2,869		$	902	$	16,969
Intersegment sales		3			12			81			59			29		111			—		295
Profit before taxes		187			299			114			115			500		86			123		1,424
Unusual items-income (expense) included in profit		(9	)		(76	)		(14	)		(1	)		256		(99	)		—		57
Segment assets		1,498			4,024			1,424			1,276			385		556			1,927		11,090
Depreciation and amortization		173			266			81			105			103		58			49		835
Capital expenditures including other intangibles		142			302			88			132			101		41			55		861
1998
Sales to external customers	$	3,042		$	2,201		$	1,137		$	821		$	1,922	$	2,763		$	—	$	11,886
Intersegment sales		4			11			40			3			40		115			—		213
Profit before taxes		257			129			73			84			266		192			—		1,001
Unusual items-income (expense) included in profit		—			(7	)		(13	)		(4	)		34		(26	)		—		(16	)
Segment assets		1,605			809			529			373			366		874			—		4,556
Depreciation and amortization		184			109			57			46			95		61			—		552
Capital expenditures including other intangibles		161			145			95			55			115		48			—		619

58 TRW INC.

NOTES TO FINANCIAL STATEMENTS

The Company accounts for intersegment sales or transfers at current market prices for the Automotive segments and at cost for the Aerospace & Information Systems segments. Sales to agencies of the United States Government, primarily by the Space & Electronics and Systems & Information Technology segments, were $4,497 million in 2000, $4,248 million in 1999 and $4,119 million in 1998. Sales to Ford Motor Company by the four Automotive segments were $2,080 million in 2000, $2,143 million in 1999 and $1,423 million in 1998.

Reconciliations of the items reported for the operating segments to the applicable amounts reported in the consolidated financial statements are as follows:

(In millions)	2000			1999			1998
Profit before taxes	$	1,328		$	1,424		$	1,001
Purchased in-process research and development		(12	)		(85	)		—
Financing cost		(531	)		(531	)		(119	)
Pension income		217			180			—
Corporate expense and other		(296	)		(201	)		(136	)
Earnings before income taxes	$	706		$	787		$	746

(In millions)	2000		1999		1998
Segment assets	$	8,918	$	11,090	$	4,556
Segment current operating liabilities		3,142		2,497		1,843
Current deferred taxes		353		423		179
Long-term deferred taxes		—		—		33
Prepaid pension cost		2,280		2,220		171
Unrealized gain on securities		576		917		46
Segment eliminations and adjustments		171		272		122
Corporate and other		1,027		847		390
Total assets	$	16,467	$	18,266	$	7,340

Information concerning principal geographic areas for and as of the three years ended December 31 is as follows:

		United				United
(In millions)		States		Germany		Kingdom		All Other		Total
Sales from external customers
	2000	$	10,287	$	1,804	$	1,447	$	3,693	$	17,231
	1999		9,726		1,873		2,079		3,291		16,969
	1998		7,658		1,562		452		2,214		11,886
Property, plant and equipment-net
	2000	$	1,770	$	460	$	450	$	907	$	3,587
	1999		1,934		525		515		920		3,894
	1998		1,491		497		124		571		2,683

Sales are attributable to geographic areas based on the location of the assets generating the sales. Inter-area sales are not significant to the total sales of any geographic area.

TRW INC. 59

NOTES TO FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

(In millions)	2000		1999
Cash and cash equivalents	$	203	$	228
Short-term securities		64		—
	$	267	$	228

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Short-term securities are stated at fair value based on quoted market prices.

FINANCIAL INSTRUMENTS

Forward exchange contracts —The Company enters into forward exchange contracts that hedge firm foreign currency commitments, anticipated transactions and certain intercompany transactions. At December 31, 2000, the Company had contracts outstanding with a notional amount of $1.4 billion, denominated principally in the U.S. dollar, the Euro, the Canadian dollar and the British pound, maturing at various dates through April 2007. Contracts outstanding increased from $1 billion at December 31, 1999, primarily due to the hedging of foreign currency exposures associated with the aerospace business.

The fair market value of the forward exchange contracts were assets of approximately $11 million at December 31, 2000 and $75 million at December 31, 1999. Changes in market value of the contracts that hedge firm foreign currency commitments and intercompany transactions are generally included in the basis of the transactions. Changes in the market value of the contracts that hedge anticipated transactions are generally recognized in earnings.

Foreign exchange contracts are placed with a number of major financial institutions to minimize credit risk. No collateral is held in relation to the contracts, and the Company anticipates that these financial institutions will satisfy their obligations under the contracts.

Fair values of financial instruments -

	2000						1999
	Carrying			Fair			Carrying		Fair
(In millions)	Value			Value			Value		Value
Cash and cash equivalents	$	267		$	267		$	228	$	228
Short-term debt		1,450			1,450			2,444		2,444
Floating rate long-term debt		492			489			1,782		1,782
Fixed rate long-term debt		4,762			4,439			4,345		4,145
Forward currency exchange contracts —asset		12			11			73		75
Interest rate swaps —(liability)		—			(6	)		—		(3	)
Forward share sale agreements —(liability)		(76	)		(104	)		—		—

The fair value of long-term debt was estimated using a discounted cash flow analysis based on the Company’s current borrowing rates for similar types of borrowing arrangements. The fair value of interest rate hedges and forward currency exchange contracts is estimated based on quoted market prices of offsetting contracts. The fair value of the forward share sale agreements was estimated using a discounted cash flow analysis of the liability portion of the contracts that was added to a market estimate of the ceiling and floor prices based on a Black-Scholes pricing model.

Interest rate swap agreements —In addition to the $525 million interest rate swaps outstanding at December 31, 1999, of which $100 million was forward starting, the Company entered into four $50 million forward starting fixed interest rate swaps as a hedge of future long-term debt issuance during the first quarter of 2000. During the second quarter of 2000, the Company entered into a $50 million forward starting fixed interest rate swap as a hedge of future long-term debt issuance. In connection with the issuance of $500 million of 8.75% Notes due 2006, the Company terminated $250 million of forward starting fixed interest rate swaps at a gain of $7 million. The gain will be amortized as a reduction of interest expense over the life of the long-term debt. During the third quarter of 2000, the Company’s obligation on two $50 million forward starting fixed interest rate swaps was changed to two $50 million interest rate swaps in which the Company pays a fixed rate and receives a floating rate. Interest rate swap agreements outstanding at December 31, 2000 were $525 million.

60 TRW INC.

NOTES TO FINANCIAL STATEMENTS

The fair market value of the total outstanding interest rate swap agreements was a liability of approximately $6 million at December 31, 2000. Net payments or receipts under the agreements will be recognized as an adjustment to interest expense. The agreements were entered into with major financial institutions. The Company anticipates that the financial institutions will satisfy their obligations under the agreements. No collateral is held in relation to the agreements.

Forward share sale agreements —During the first quarter of 2000, the Company monetized 2 million shares of its holdings in RFMD through the execution of three forward share sale agreements maturing in February 2003, August 2003 and February 2004. During August 2000, RFMD effected a 2-for-1 stock split, thereby doubling the number of shares currently held by the Company. The Company received cash proceeds of $168 million in consideration for its agreement to deliver up to 4 million shares of RFMD common stock, in the aggregate, upon maturity of the contracts. The actual number of shares to be delivered upon maturity of each agreement will be determined on the basis of a formula set forth in the agreements, comparing the average closing price of the shares for the five trading days preceding the maturity date to the floor price per share. The proceeds from the transactions were used to pay down short-term debt. The up-front proceeds were reduced by a discount of approximately $48 million that is being amortized as interest expense using the effective interest rate method over the life of the agreements. Through the setting of a floor and ceiling price, the forward share sale agreements eliminate the Company’s exposure to downside market risk, and at the same time, enable the Company to retain potential market appreciation up to the respective ceiling price. Certain terms of the agreements, as restated for the 2-for-1 stock split, are summarized below:

	February			August			February
	2003			2003			2004
	Agreement			Agreement			Agreement
Number of shares		1,333,334			1,333,334			1,333,332
Floor price per share	$	54		$	54		$	54
Ceiling price per share		79			86			93
Up-front proceeds as a percent of floor price		80	%		78	%		75	%

The investment in RFMD and the monetization liability are carried at fair market value. Changes in fair market value of the Company’s shares of RFMD, including the 4 million shares monetized, are recorded in the other comprehensive income(loss) component of shareholders’ investment.

Prior to the 2-for-1 stock split, the Company sold 2.2 million shares of RFMD common stock for $181 million during the first quarter of 2000 and 422,500 shares were sold for $44 million during the second quarter of 2000. At December 31, 2000, the Company owned approximately 23 million shares, including the 4 million shares the Company pledged to secure its obligations under the forward share sale agreements. The fair value of the Company’s investment in RFMD at December 31, 2000, excluding the effect of the forward share sale agreements, was approximately $635 million and has been reflected in the Balance Sheets of the Company in investments in affiliated companies.

During the third quarter of 2000, the Company monetized its holdings of 229,354 shares in Celera through the execution of a forward share sale agreement maturing in December 2003. The Company received cash proceeds of $18.6 million in consideration for its agreement to deliver up to 229,354 shares of Celera common stock, in the aggregate, upon maturity of the contract. The actual number of shares to be delivered upon maturity will be determined on the basis of a formula set forth in the agreement, comparing the closing price of the shares on the maturity date to the floor price per share. The proceeds from the transaction were used to pay down short-term debt. The up-front proceeds were 80% of the floor value of the shares. The $4.7 million discount is being amortized as interest expense over the life of the agreement. Through the setting of a floor and ceiling price, the forward share sale agreement eliminates the Company’s exposure to downside market risk, and at the same time, enables the Company to retain potential market appreciation up to the respective ceiling price. The floor and ceiling price per share is $102 and $176, respectively.

The investment in Celera and the monetization liability are carried at fair market value. Changes in fair market value of the Company’s shares of Celera are recorded in the other comprehensive income(loss) component of shareholders’ investment. The fair value of the Company’s investment in Celera at December 31, 2000, excluding the effect of the forward share sale agreement, was approximately $8 million and has been reflected in the Balance Sheets of the Company in investments in affiliated companies.

TRW INC. 61

NOTES TO FINANCIAL STATEMENTS

INCOME TAXES

Earnings before income taxes

(In millions)	2000		1999		1998
U.S	$	638	$	653	$	534
Non-U.S		68		134		212
	$	706	$	787	$	746

Provision for income taxes

(In millions)		2000		1999		1998
Current
	U.S. federal	$	141	$	131	$	359
	Non-U.S		64		32		86
	U.S. state and local		4		2		28
			209		165		473
Deferred
	U.S. federal		34		65		(196	)
	Non-U.S		25		75		(10	)
	U.S. state and local		—		13		2
			59		153		(204	)
		$	268	$	318	$	269

Effective income tax rate

	2000			1999			1998
U.S. statutory income tax rate		35.0	%		35.0	%		35.0	%
Nondeductible expenses		1.8			.8			.9
U.S. state and local income taxes net of U.S. federal tax benefit		.3			1.9			2.6
Non-U.S. tax rate variances net of foreign tax credits		(.4	)		(.8	)		2.1
Prior years’ adjustments		(1.2	)		(.2	)		(.3	)
Purchased in-process research and development		.3			3.8			—
Other		2.2			—			(4.2	)
		38.0	%		40.5	%		36.1	%

62 TRW INC.

NOTES TO FINANCIAL STATEMENTS

The effective tax rate in 2000 was 38 percent compared with 40.5 percent in 1999. Excluding the IPR&D charges in 2000 and 1999, and nondeductible penalties in 2000, for which there is no income tax benefit, the 2000 and 1999 effective tax rates would have been 36.7 and 36.5 percent, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2000 and 1999, the Company had unused tax benefits of $132 million and $187 million, respectively, related to U.S. and non-U.S. net operating loss carryforwards for income tax purposes, of which $81 million and $124 million can be carried forward indefinitely and the balance expires at various dates through 2004. A valuation allowance at December 31, 2000 and 1999, of $111 million and $150 million, respectively, has been recognized to offset the related deferred tax assets due to the uncertainty of realizing the benefit of the loss carryforwards.

It is the Company’s intention to reinvest undistributed earnings of certain non-U.S. subsidiaries, thereby indefinitely postponing their remittance. Accordingly, deferred income taxes have not been provided for accumulated undistributed earnings of $466 million at December 31, 2000.

	Deferred tax assets						Deferred tax liabilities
(In millions)	2000			1999			2000		1999
Pensions and postretirement benefits other than pensions	$	394		$	406		$	1,014	$	938
Completed contract method of accounting for long-term contracts		—			—			185		191
Service contracts		—			—			41		21
State and local taxes		—			2			28		3
Reserves and accruals		289			252			—		6
Depreciation and amortization		—			—			208		192
Insurance accruals		38			36			—		—
U.S. net operating loss carryforwards		31			53			—		—
Non-U.S. net operating loss carryforwards		102			134			—		—
Available-for-sale equity securities		—			—			244		321
Foreign currency translation		181			—			—		—
Other		165			103			46		93
		1,200			986			1,766		1,765
Valuation allowance for deferred tax assets		(111	)		(150	)		—		—
	$	1,089		$	836		$	1,766	$	1,765

TRW INC. 63

NOTES TO FINANCIAL STATEMENTS

PENSION PLANS

The Company has defined benefit pension plans for substantially all employees. The following table provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets over the two-year period ended December 31, 2000, and a statement of the funded status as of December 31, 2000 and 1999:

		2000						1999
(In millions)		U.S.			Non-U.S.			U.S.			Non-U.S.
Change in benefit obligations
Benefit obligations at January 1		$	2,933		$	4,176		$	3,042		$	517
	Service cost		101			63			109			51
	Interest cost		244			230			225			184
	Amendments		1			—			(22	)		—
	Actuarial loss (gain)		383			60			(425	)		376
Foreign currency exchange rate changes			—			(346	)		—			(21	)
	Acquisitions		—			—			337			3,509
	Divestitures		(7	)		(4	)		(1	)		(260	)
	Benefits paid		(324	)		(225	)		(332	)		(180	)
Benefit obligations at December 31			3,331			3,954			2,933			4,176
Change in plan assets
Fair value of plan assets at January 1			3,801			6,520			3,304			335
	Actual return on plan assets		(17	)		(88	)		458			744
	Foreign currency exchange rate changes		—			(531	)		—			8
	Acquisitions		—			—			357			5,933
	Divestitures		(8	)		(1	)		(1	)		(350	)
	Company contributions		14			19			15			17
	Plan participant contributions		—			10			—			13
	Benefits paid		(324	)		(225	)		(332	)		(180	)
Fair value of plan assets at December 31			3,466			5,704			3,801			6,520
Funded status of the plan			135			1,750			868			2,344
	Unrecognized actuarial (gain) loss		(56	)		(702	)		(767	)		46
	Unrecognized prior service cost		26			8			11			7
	Unrecognized net transition asset		—			(6	)		(1	)		(7	)
Total recognized		$	105		$	2,454		$	111		$	2,390

The following table provides the amounts recognized in the Balance Sheets as of December 31, 2000 and 1999:

	2000						1999
(In millions)	U.S.			Non-U.S.			U.S.			Non-U.S.
Prepaid benefit cost	$	177		$	2,725		$	195		$	2,681
Accrued benefit liability		(72	)		(271	)		(84	)		(291	)
Additional minimum liability		(22	)		(25	)		(6	)		(22	)
Intangible asset and other		10			3			5			4
Accumulated other comprehensive income (loss)		12			22			1			18
Total recognized	$	105		$	2,454		$	111		$	2,390

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. pension plans with accumulated benefit obligations in excess of plan assets were $243 million, $225 million and $136 million, respectively, as of December 31, 2000, and $139 million, $116 million and $47 million, respectively, as of December 31, 1999.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were $281 million, $254 million and $17 million, respectively, as of December 31, 2000, and $324 million, $301 million and $40 million, respectively, as of December 31, 1999.

64 TRW INC.

NOTES TO FINANCIAL STATEMENTS

The defined benefit pension plans held approximately 4.8 million shares of the Company’s common stock with a fair value of approximately $185 million at December 31, 2000. The plans received approximately $6 million in dividends on these shares in 2000.

The following table provides the components of net pension (income) cost for the plans for years 2000, 1999 and 1998:

		2000						1999						1998
(In millions)		U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.
Defined benefit plans
	Service cost—benefits earned during the year	$	101		$	63		$	109		$	51		$	94		$	16
	Interest cost on projected benefit obligations		244			230			225			184			200			29
	Expected return on plan assets		(321	)		(500	)		(298	)		(412	)		(260	)		(28	)
	Amortization of recognized (gain) loss		(2	)		—			2			1			1			1
	Amortization of prior service cost		8			2			8			2			7			2
	Amortization of transition asset		(1	)		(1	)		(3	)		(1	)		(18	)		(1	)
Defined benefit plans			29			(206	)		43			(175	)		24			19
Defined contribution plans			8			1			13			3			1			5
Employee stock ownership and savings plan			51			—			51			—			47			—
Total pension (income) cost		$	88		$	(205	)	$	107		$	(172	)	$	72		$	24

The amount included within other comprehensive income (loss) arising from a change in the minimum pension liability was a loss of $10 million, net of tax of $5 million, in 2000; income of $1 million, net of tax, in 1999; and a loss of $11 million, net of tax of $5 million, in 1998.

The assumptions used in the measurement of the Company’s benefit obligations are shown in the following table:

		2000						1999
		U.S.			Non-U.S.			U.S.			Non-U.S.
Actuarial assumptions
	Discount rate		7.50	%		6.0-7.0	%		8.00	%		5.5-7.25	%
	Rate of increase in compensation levels		4.10	%		3.5-4.5	%		4.10	%		3.5-4.75	%

The expected long-term rate of return on plan assets for U.S. plans was 9.5 percent for 2000 and 1999. For non-U.S. plans the expected long-term rate of return ranged from 8 to 8.75 percent in 2000 and 1999.

The Company sponsors a contributory stock ownership and savings plan for which a majority of its U.S. employees are eligible and matches employee contributions up to 3 percent of the participant’s qualified compensation. The Company contributions are held in an unleveraged employee stock ownership plan. The Company also sponsors other defined contribution pension plans covering employees at some of its operations.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company provides health care and life insurance benefits for a majority of its retired employees in the United States and Canada. The health care plans provide for cost sharing, in the form of employee contributions, deductibles and coinsurance, between the Company and its retirees. The postretirement health care plan covering a majority of employees who retired since August 1, 1988, limits the annual increase in the Company’s contribution toward the plan’s cost to a maximum of the lesser of 50 percent of medical inflation or 4 percent. Life insurance benefits are generally noncontributory. The Company’s policy is to fund the cost of postretirement health care and life insurance benefits in amounts determined at the discretion of management. Retirees in certain other countries are provided similar benefits by plans sponsored by their governments.

TRW INC. 65

NOTES TO FINANCIAL STATEMENTS

The following table provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets over the two-year period ended December 31, 2000, and a statement of the funded status as of December 31, 2000 and 1999:

(In millions)		2000			1999
Change in benefit obligations
Benefit obligations at January 1		$	1,249		$	834
	Service cost		22			21
	Interest cost		94			81
	Actuarial loss (gain)		139			(142	)
	Acquisitions		—			531
	Divestitures		(4	)		(11	)
	Foreign currency exchange rate changes		(4	)		4
	Plan amendments		(25	)		(3	)
	Plan participant contributions		8			8
	Benefits paid		(104	)		(74	)
Benefit obligations at December 31			1,375			1,249
Change in plan assets
Fair value of plan assets at January 1			184			151
	Actual return on plan assets		(3	)		16
	Company contributions		108			83
	Plan participant contributions		8			8
	Benefits paid		(104	)		(74	)
Fair value of plan assets at December 31			193			184
Funded status of the plan			(1,182	)		(1,065	)
Unrecognized actuarial loss (gain)			5			(156	)
Unrecognized prior service cost			(30	)		(7	)
Total accrued benefit cost recognized		$	(1,207	)	$	(1,228	)

The following table provides the components of net postretirement benefit cost for the plans for years 2000, 1999 and 1998:

(In millions)	2000			1999			1998
Components of net postretirement benefit cost
Service cost	$	22		$	21		$	19
Interest cost		94			81			54
Expected return on plan assets		(18	)		(15	)		(13	)
Amortization of recognized income		(3	)		(1	)		—
Curtailment gain		(4	)		—			—
Amortization of prior service cost		(2	)		—			—
Net postretirement benefit cost	$	89		$	86		$	60

The weighted-average discount rate used in determining the accumulated postretirement benefit obligations as of December 31, 2000 and 1999 was 7.5 percent and 8 percent, respectively. The weighted-average expected long-term rate of return on plan assets was 9.5 percent for 2000 and 1999. A 6.8 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 2001. The rate was assumed to decrease gradually to 5.1 percent in the year 2010 and remain at that level thereafter.

66 TRW INC.

NOTES TO FINANCIAL STATEMENTS

A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	One-percentage-point
(In millions)	Increase		Decrease
Effect on total of service and interest cost components	$	14	$	(12	)
Effect on postretirement benefit obligations		135		(115	)

DEBT AND CREDIT AGREEMENTS

Short-term debt

(In millions)	2000		1999
U.S. borrowings	$	1,222	$	2,044
Non-U.S. borrowings		228		400
	$	1,450	$	2,444

Long-term debt

(In millions)		2000		1999
U.S. Notes and Debentures
	Floating Rate Notes due 2000	$	—	$	575
	Floating Rate Notes due 2002		300		—
	6.45% Notes due 2001		425		425
	6.50% Notes due 2002		400		400
	6.625% Notes due 2004		700		700
	6.05% Notes due 2005		200		200
	8.75% Notes due 2006		500		—
	6.30% Notes due 2008		100		100
	7.125% Notes due 2009		750		750
	6.25% Notes due 2010		150		150
	9.35% Notes due 2020		100		100
	9.375% Notes due 2021		100		100
	6.65% Debentures due 2028		150		150
	7.75% Debentures due 2029		550		550
	Other notes and debentures		305		314
Other U.S. borrowings			111		1,105
Non-U.S. borrowings			413		508
Total long-term debt			5,254		6,127
Less current portion			489		758
		$	4,765	$	5,369

On January 25, 2000, the Company established two revolving credit agreements in an aggregate amount of $3.3 billion with 29 banks. The first agreement, in an amount of $2.3 billion, will expire on January 23, 2001 with an option to extend the maturity of outstanding borrowings at that time to January 23, 2002. The second agreement, in an amount of $1 billion, will expire on January 25, 2005. The interest rates under the agreements are either the prime rate or a rate based on the London Interbank Offered Rate (LIBOR), at the option of the Company. Also on January 25, 2000, certain of the Company’s existing credit agreements as of December 31, 1999 were terminated in an aggregate amount of approximately $5 billion. The credit agreements that were terminated included the remaining $3.3 billion of the original $7.4 billion two-tranche credit agreement established to finance the LucasVarity acquisition, the $750 million and $745 million U.S. revolving credit agreements and the $250 million multicurrency revolving credit agreement. During the second quarter of 2000, the Company voluntarily reduced its $2.3 billion revolving credit agreement by $300 million. At December 31, 2000, there were no outstanding borrowings under these agreements. The Company’s available commitments were $3 billion at December 31, 2000.

The Company also maintains a committed U.S. dollar denominated revolving credit agreement with five banks for use by the Company’s Brazilian operations. The agreement allows the Company to borrow up to $50 million and extends through July 2003.

TRW INC. 67

NOTES TO FINANCIAL STATEMENTS

The interest rate under the agreement is a rate based on LIBOR. There were no outstanding borrowings as of December 31, 2000 and 1999, under this agreement.

See the Events Subsequent to Date of Report of Independent Auditors note for the status of the credit facilities subsequent to December 31, 2000.

During the first quarter of 2000, the Company completed an issuance utilizing its universal shelf registration statement of $300 million of medium term notes due March 2002. The interest rate is a floating rate based on a three-month LIBOR. During the second quarter of 2000, the Company completed an issuance utilizing the universal shelf registration statement of $500 million of 8.75% Notes due 2006. The proceeds of these offerings were used to repay commercial paper.

At December 31, 2000, $100 million of short-term obligations were reclassified to long-term obligations as the Company intends to refinance the obligations on a long-term basis and has the ability to do so under its revolving credit agreements.

The Company established a $2.5 billion Universal Shelf Registration Statement during 1999 with $1.7 billion remaining available at December 31, 2000. Securities that may be issued under this shelf registration statement include debt securities, common stock, warrants to purchase debt securities, warrants to purchase common stock, stock purchase contracts and stock purchase units.

The weighted-average interest rate on short-term borrowings outstanding, including amounts reclassified to long-term debt, at December 31, 2000 and 1999, was 7.3 percent and 6.4 percent, respectively. Other notes and debentures bear interest at rates ranging from 6.31 percent to 9.25 percent and mature at various dates through 2020. Long-term non-U.S. borrowings bear interest, stated in terms of the local currency borrowing, at rates ranging from 3.5 percent to 14.4 percent at December 31, 2000, and mature at various dates through 2020.

The maturities of long-term debt are, in millions: 2001-$489; 2002-$739; 2003-$122; 2004-$749; 2005-$316; and $2,839 thereafter.

The indentures and other debt agreements impose, among other covenants, maintenance of minimum net worth. Under the most restrictive interpretation of these covenants, the payment of dividends was limited to approximately $751 million at December 31, 2000.

Compensating balance arrangements and commitment fees were not material.

LEASE COMMITMENTS

The Company leases certain offices, manufacturing and research buildings, machinery, automobiles and computer and other equipment. Such leases, some of which are noncancelable and in many cases include renewals, expire at various dates. The Company pays most maintenance, insurance and tax expenses relating to leased assets. Rental expense for operating leases was $249 million for 2000, $229 million for 1999 and $180 million for 1998.

At December 31, 2000, the future minimum lease payments for noncancelable operating leases totaled $425 million and are payable as follows: 2001-$119; 2002-$88; 2003-$57; 2004-$44; 2005-$34; and $83 thereafter.

CAPITAL STOCK

Serial Preference Stock II —cumulative —stated at $2.75 a share; 5 million shares authorized.

Series 1 —each share convertible into 8.8 shares of common; redeemable at $104 per share; involuntary liquidation price of $104 per share; dividend rate of $4.40 per annum.

Series 3 —each share convertible into 7.448 shares of common; redeemable at $100 per share; involuntary liquidation price of $40 per share; dividend rate of $4.50 per annum.

Series 4 —not convertible into common shares; redemption price and involuntary liquidation price of $125 per one one-hundredth of a share; annual dividend rate per one one-hundredth of a share of the lesser of $4.00 or the current dividend on common stock; no shares outstanding at December 31, 2000.

Common Stock —$0.625 par value; authorized 500 million shares; shares outstanding were reduced by treasury shares of 9.4 million in 2000 and 11.6 million in 1999.

On February 11, 2000, the Company redeemed the stock purchase rights issued pursuant to the Rights Agreement dated April 24, 1996. In redeeming the rights, the Company’s Directors authorized a one-time payment to shareholders of $.005 per common share, which was paid March 15, 2000, to shareholders of record on February 11, 2000.

68 TRW INC.

NOTES TO FINANCIAL STATEMENTS

At December 31, 2000, 18.6 million shares of common stock were reserved for the exercise and issuance of stock options and conversion of the Serial Preference Stock II, Series 1 and 3.

Holders of Series 1 preferred stock, Series 3 preferred stock and common stock each have one vote per share.

STOCK OPTIONS

The Company has granted nonqualified stock options to certain employees to purchase the Company’s common stock at the market price on the date of grant. Stock options granted to employees become exercisable to the extent of one-third of the optioned shares for each full year of employment following the date of grant and expire 10 years after the date of grant. The Company applies the provisions of Accounting Principles Board Opinion (APB) No. 25 in accounting for its employee stock options and, as such, no compensation expense is recognized as the exercise price equals the market price of the stock on the date of grant.

	2000				1999				1998
			Weighted-				Weighted-				Weighted-
			average				average				average
	Millions		exercise		Millions		exercise		Millions		exercise
	of shares		price		of shares		price		of shares		price
Outstanding at beginning of year		11.5	$	43.68		9.8	$	40.11		8.5	$	35.02
Granted		5.7		52.06		3.2		50.18		2.4		53.31
Exercised		1.1		31.04		1.1		28.02		.9		25.68
Canceled, expired or terminated		1.0		51.48		.4		51.24		.2		46.54
Outstanding at end of year		15.1		47.30		11.5		43.68		9.8		40.11
Exercisable		7.3		42.68		6.5		37.91		5.8		32.31
Weighted-average fair value of options granted				14.73				13.93				12.86

At December 31, 2000, approximately 3,000 employees were participants in the Company’s options plans. As of that date, the per share exercise prices of options outstanding ranged from $21.75 to $58.88. The following table provides certain information with respect to stock options outstanding at December 31, 2000:

	Options Outstanding						Options Exercisable
			Weighted-
			average		Weighted-				Weighted-
	Millions		remaining		average		Millions		average
	of shares		contractual		exercise		of shares		exercise
Range of exercise prices	outstanding		life in years		price		exercisable		price
$21.75 - $39.99		2.5		2.6	$	28.88		2.5	$	28.88
40.00 - 58.88		12.6		8.0		50.93		4.8		49.73
		15.1		7.1	$	47.30		7.3	$	42.68

Had the compensation cost for the stock options granted in 2000, 1999 and 1998 been determined based on the fair value at the grant date, consistent with the fair value method of SFAS No. 123, the Company’s net earnings and earnings per share would have been reduced by $24 million, or $.19 per share, in 2000, $16 million, or $.13 per share, in 1999 and $13 million, or $.10 per share, in 1998.

Fair value was estimated at the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions for 2000, 1999 and 1998, respectively: risk-free interest rate of 5.83%, 6.21% and 4.59%; dividend yield of 2.61%, 2.50% and 2.28%; expected volatility of 27%, 25% and 23%; and an expected option life of six years for 2000, 1999 and 1998.

In addition, the Company has granted restricted stock to certain employees. Restricted stock is nontransferable and subject to forfeiture until the stock becomes exercisable. The restricted stock that was granted becomes exercisable at various future dates, ranging from one to twelve years. The Company applies the provisions of APB No. 25 in accounting for its restricted stock and, as such, recognizes compensation expense equal to the market price of the stock on the date of the grant. Restricted stock outstanding, the weighted-average fair value of stock granted and the weighted-average remaining contractual life of outstanding restricted stock was approximately 788,000 shares, $40.48 per share and 9.4 years, respectively, at December 31, 2000. Had the compensation cost for the restricted stock granted in 2000 been determined based on the fair value at the grant date, consistent with the fair value method of SFAS No. 123, the Company’s net earnings and earnings per share would have increased by $2.6 million, or $.02 per share, respectively, in 2000.

TRW INC. 69

NOTES TO FINANCIAL STATEMENTS

EARNINGS PER SHARE

(In millions except per share data)			2000			1999			1998
Numerator
	Net earnings		$	438.1		$	468.8		$	476.8
	Preferred stock dividends			(.5	)		(.5	)		(.6	)
	Numerator for basic earnings per share - net earnings available to common shareholders			437.6			468.3			476.2
	Effect of dilutive securities
		Preferred stock dividends		.5			.5			.6
		Numerator for diluted earnings per share - net earnings available to common shareholders	$	438.1		$	468.8		$	476.8
Denominator
	Denominator for basic earnings per share - weighted-average common shares			123.1			121.0			121.3
	Effect of dilutive securities
		Convertible preferred stock		.8			.8			.9
		Employee stock options		1.0			1.7			2.2
	Dilutive potential common shares			1.8			2.5			3.1
	Denominator for diluted earnings per share - adjusted weighted-average shares after assumed conversions			124.9			123.5			124.4
	Diluted earnings per share		$	3.51		$	3.80		$	3.83
	Basic earnings per share			3.55			3.87			3.93

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (loss) at December 31, 2000 and 1999 are as follows:

(In millions)	2000			1999
Foreign currency exchange loss
(net of tax of $183 million in 2000 and $16 million in 1999)	$	(423	)	$	(176	)
Unrealized gain on securities
(net of tax of $244 million in 2000 and $321 million in 1999)		453			596
Minimum pension liability adjustments
(net of tax of $12 million in 2000 and $7 million in 1999)		(22	)		(12	)
	$	8		$	408

70 TRW INC.

NOTES TO FINANCIAL STATEMENTS

CONTINGENCIES

The Company is subject to various investigations, claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. In addition, the Company is conducting a number of environmental investigations and remedial actions at current and former Company locations and, along with other companies, has been named a potentially responsible party for certain waste management sites. Each of these matters is subject to various uncertainties, and some of these matters may be resolved unfavorably with respect to the Company. A reserve estimate for each matter is established using standard engineering cost estimating techniques. In the determination of such costs, consideration is given to the professional judgment of Company environmental engineers in consultation with outside environmental specialists when necessary. At multi-party sites, the reserve estimate also reflects the expected allocation of total project costs among the various potentially responsible parties. At December 31, 2000, the Company had reserves for environmental matters of $194 million, including $32 million of expense and $56 million of additional reserves relating to the LucasVarity acquisition, recorded during the year. The Company aggressively pursues reimbursement for environmental costs from its insurance carriers. However, insurance recoveries are not recorded as a reduction of environmental costs until they are fixed and determinable. At December 31, 2000, the other notes and accounts receivable caption on the balance sheet includes $13 million of insurance recoveries related to environmental matters. The Company believes any liability that may result from the resolution of environmental matters for which sufficient information is available to support these cost estimates will not have a material adverse effect on the Company’s financial position. However, the Company cannot predict the effect on the Company’s financial position of expenditures for aspects of certain matters for which there is insufficient information. In addition, the Company cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters on the Company’s financial position or the possible effect of compliance with environmental requirements imposed in the future.

Further, product liability claims may be asserted in the future for events not currently known by management. Although the ultimate liability from these potential claims cannot be ascertained at December 31, 2000, management does not anticipate that any related liability, after consideration of insurance recovery, would have a material adverse effect on the Company’s financial position.

During 1996, the Company was advised by the United States Department of Justice (DOJ) that the Company had been named as a defendant in two lawsuits brought by a former employee of the Company’s former Space & Technology Group and originally filed under seal in 1994 and 1995, respectively, in the United States District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The Act permits an individual to bring suit in the name of the United States and share in any recovery. The allegations in the lawsuits relate to the classification of costs incurred by the Company that were charged to certain of its federal contracts. Under the law, the government must investigate the allegations and determine whether it wishes to intervene and take responsibility for the lawsuits. On February 13, 1998, the DOJ intervened in the litigation. On February 19, 1998 and March 4, 1998, the former employee filed amended complaints in the Central District of California that realleged certain of the claims included in the 1994 and 1995 lawsuits and omitted the remainder. The amended complaints allege that the United States has incurred substantial damages and that the Company should be ordered to cease and desist from violations of the civil False Claims Act and is liable for treble damages, penalties, costs, including attorneys’ fees, and such other relief as deemed proper by the court. On March 17, 1998, the DOJ filed its complaint against the Company upon intervention in the 1994 lawsuit, which set forth a limited number of the allegations in the 1994 lawsuit and other allegations not in the 1994 lawsuit. The DOJ elected not to pursue the other claims in the 1994 lawsuit or the claims in the 1995 lawsuit. The DOJ’s complaint alleges that the Company is liable for treble damages, penalties, interest, costs and “other proper relief.” On March 18, 1998, the former employee withdrew the first amended complaint in the 1994 lawsuit at the request of the DOJ. On May 18, 1998, the Company filed answers to the former employee’s first amended complaint in the 1995 lawsuit and to the DOJ’s complaint, denying all substantive allegations against the Company contained therein. At the same time, the Company filed counterclaims against both the former employee and the federal government. On July 20, 1998, both the former employee and the DOJ filed motions seeking to dismiss the Company’s counterclaims. On November 23, 1998 (entered as an Order on January 21, 1999), the court dismissed certain counterclaims asserted against the former employee and the federal government and took under advisement the former employee’s motion to dismiss certain other counterclaims. On March 15, 1999, the DOJ was granted leave to file a First Amended Complaint, which adds certain allegations concerning the Company’s subcontracts. On August 6, 1999, the Government filed its Second Amended Complaint, which incorporated vouchers, progress payment requests and invoices submitted by the Company to higher tier Government contractors among the class of allegedly false claims challenged by the Government. On September 29, 1999, the former employee filed his Second Amended Complaint, which incorporated subcontracts performed by the Company for higher tier Government contractors among the class of contracts under which allegedly false claims were presented, and added allegations relating to certain of the former employee’s pre-existing claims. On May 9, 2000, the Company voluntarily dismissed its remaining counterclaims against the

TRW INC. 71

NOTES TO FINANCIAL STATEMENTS

former employee, with prejudice. On July 10, 2000, the DOJ filed a motion seeking permission to intervene in the 1995 lawsuit, which motion was granted on August 16, 2000. Thereafter, on August 30, 2000, the DOJ and the former employee filed a single consolidated complaint encompassing all of the claims in the 1994 and 1995 lawsuits, as those matters were constituted prior to the filing of the DOJ’s July 10, 2000 motion. On December 13, 2000, the District Court ruled in favor of the Government on the cross-motions for summary judgment that had been filed by the parties concerning one element of one of the claims in the consolidated complaint, relating to certain charges associated with the Company’s “Odyssey” project. The Company cannot presently predict the outcome of these lawsuits, although management believes that their ultimate resolution will not have a material effect on the Company’s financial condition or results of operations.

TRW Vehicle Safety Systems Inc. (VSSI), a wholly-owned subsidiary of the Company, reported to the Arizona Department of Environmental Quality (ADEQ) in 1997, potential violations of the Arizona hazardous waste law at its Queen Creek, Arizona facility for the possible failure to properly label and dispose of wastewater that might be classified as hazardous waste. ADEQ, the United States Environmental Protection Agency (EPA), the DOJ and the Arizona State Attorney General conducted civil and criminal investigations into these potential violations, and the Company cooperated with these investigations. On January 18, 2001, TRW announced that VSSI entered into a proposed settlement agreement with the DOJ, the EPA, the State of Arizona and the ADEQ regarding these alleged violations. The proposed civil settlement provides that VSSI will pay a civil fine of approximately $6 million and perform site remediation at its Queen Creek, Arizona facility, if necessary, and at a landfill site in Arizona. The landfill site remediation and other supplemental environmental programs VSSI has agreed to implement total approximately $7 million. VSSI expects to incur additional costs for remediation at its Queen Creek, Arizona facility. Separately, VSSI announced it has entered into a conditional criminal settlement with state and federal authorities under which VSSI would plead guilty to certain Resource Conservation and Recovery Act violations. The criminal settlement is expressly conditioned on completion of the civil settlement, which will not occur until after state and federal authorities evaluate comments submitted by the public during a 30-day comment period. If finalized, the criminal fines would total $12 million. The Company has recorded reserves for possible penalties and environmental work that may be incurred.

See the Events Subsequent to Date of Report of Independent Auditors note for the status of the above matter subsequent to January 22, 2001, the date of such report.

On March 31, 2000, VSSI was served with a putative class action lawsuit filed in Maricopa County Superior Court in the State of Arizona. The lawsuit was filed on behalf of everyone living within a five-mile radius of the Company’s air bag manufacturing plant in Mesa, Arizona. The lawsuit alleges that emissions from the plant have caused health problems for residents living near the plant and that the Company concealed information about the potential health risks of its emissions. The lawsuit also alleges that animals and plant life have been injured or destroyed through significant exposure to toxic emissions. Plaintiffs are asking the court to require the Company to institute medical monitoring for the claimants, to conduct various studies regarding, among other things, the risks of sodium azide, to cease operations that release toxic substances into the air and to create a supervised fund to pay for medical screening and monitoring. Plaintiffs also are seeking attorneys’ fees and punitive damages. The Company believes there is no valid scientific basis for these claims and intends to defend itself vigorously. The Company timely removed the case to federal court and the plaintiffs’ motion to remand the case to state court was denied. The federal court also agreed with the Company’s position that the first issue to be resolved is class certification and initial discovery will be limited to issues related to whether the case should proceed as a class action. The Company will vigorously oppose class certification. The Company is not able to predict the outcome of this lawsuit at this time.

In October 2000, Kelsey-Hayes Company (formerly known as Fruehauf Corporation) was served with a grand jury subpoena relating to a criminal investigation being conducted by the U.S. Attorney for the Southern District of Illinois. The U.S. Attorney has informed the Company that the investigation relates to possible wrongdoing by Kelsey-Hayes Company and others involving certain loans made by Kelsey-Hayes Company’s then parent corporation to Fruehauf Trailer Corporation, the handling of the trailing liabilities of Fruehauf Corporation and actions in connection with the 1996 bankruptcy of Fruehauf Trailer Corporation. Kelsey-Hayes Company became a wholly-owned subsidiary of TRW upon TRW’s acquisition of LucasVarity in 1999. The Company is cooperating with the investigation and is unable to predict the outcome of the investigation at this time.

72 TRW INC.

NOTES TO FINANCIAL STATEMENTS

EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT AUDITORS (UNAUDITED)

The Company amended and restated the revolving credit agreement expiring on January 23, 2001 in an aggregate amount of $1.8 billion with 26 banks to establish a new expiration date of January 22, 2002 with an option to extend the maturity of outstanding borrowings at that time to January 22, 2003. The interest rate under the agreement is either the prime rate or a rate based on LIBOR, at the option of the Company. The Company also canceled a revolving credit agreement for use by the Company’s Brazilian operations.

On February 27, 2001, following completion of a 30-day public comment period, the United States and the State of Arizona governments moved to enter the consent decree related to the proposed civil settlement in connection with potential violations by VSSI of the Arizona hazardous waste law at VSSI’s Queen Creek, Arizona facility, described in the Contingencies note. The Company is awaiting a ruling on that motion by the U.S. District Court for the District of Arizona.

STOCK PRICES AND DIVIDENDS (UNAUDITED)

The book value per common share at December 31, 2000, was $21.29 compared to $22.19 at the end of 1999. The Company’s Directors declared the 250th consecutive quarterly dividend during December 2000. Dividends declared per share in 2000 were $1.36, up 3 percent from $1.32 in 1999. The following table highlights the market prices of the Company’s common and preference stocks and dividends paid for the quarters of 2000 and 1999.

			Price of								Dividends paid
			traded shares								per share
	Quarter		2000				1999				2000		1999
			High		Low		High		Low
Common stock		1	$	64.13	$	39.81	$	59.88	$	43.50	$	.33	$	.33
Par value $0.625		2		59.94		43.19		55.13		41.25		.33		.33
per share		3		52.09		40.31		57.94		46.00		.33		.33
		4		42.00		29.88		55.25		41.19		.35		.33
Cumulative Serial		1		374.00		374.00		495.00		402.00		1.10		1.10
Preference Stock II		2		490.00		490.00		495.00		402.00		1.10		1.10
$4.40 Convertible		3		400.00		400.00		505.00		460.00		1.10		1.10
Series 1		4		288.00		288.00		452.00		452.00		1.10		1.10
Cumulative Serial		1		455.00		368.00		418.00		335.00		1.125		1.125
Preference Stock II		2		338.00		335.00		343.50		330.00		1.125		1.125
$4.50 Convertible		3		333.00		333.00		408.00		390.00		1.125		1.125
Series 3		4		245.75		231.00		375.00		375.00		1.125		1.125

The $4.40 Convertible Series 1 was not actively traded during the second quarter of 1999. The prices shown for this quarter represent the previous quarter’s actual high and low prices of traded shares.

TRW INC. 73

NOTES TO FINANCIAL STATEMENTS

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

			First						Second						Third						Fourth
(In millions except per share data)			2000			1999			2000			1999			2000			1999			2000			1999
				(A	)		(B	)		(C	)		(D	)		(E	)		(F	)		(G	)		(H	)
Sales			$	4,565		$	3,097		$	4,476		$	4,785		$	4,053		$	4,462		$	4,137		$	4,625
Gross profit				755			447			780			811			574			895			602			796
Earnings before income taxes				341			7			315			217			50			211			—			352
Net earnings (loss)				209			(28	)		200			139			32			134			(3	)		224
Net earnings (loss)
	per share (I)
		Diluted		1.68			(.24	)		1.59			1.14			.26			1.08			(.02	)		1.81
		Basic		1.71			(.24	)		1.62			1.16			.26			1.10			(.02	)		1.84

(A)	Earnings before income taxes includes a $195 million net gain ($126 million after tax, $1.01 per share) related to the sale of assets, primarily RFMD and the Nelson Stud Welding and Australian steering businesses, a $65 million charge ($49 million after tax, 40 cents per share) related to warranty, claims and litigation, a $15 million charge ($12 million after tax, 9 cents per share) related to the automotive restructuring program and a $12 million charge ($8 million after tax, 6 cents per share) relating to foreign currency hedges.
(B)	Earnings before income taxes includes an $85 million charge (71 cents per share), with no income tax benefit, for purchased IPR&D related to the acquisition of LucasVarity, $63 million in expenses ($41 million after tax, 34 cents per share) related to the acquisition of LucasVarity, a $43 million loss ($28 million after tax, 23 cents per share) on fixed-price type contracts, a $45 million gain ($28 million after tax, 24 cents per share) related to the sale of assets, primarily RFMD, and a $10 million charge ($7 million after tax, 6 cents per share) related to the automotive restructuring program.
(C)	Earnings before income taxes includes a $52 million gain ($34 million after tax, 27 cents per share) related to the net gain on Endwave, a $43 million gain ($28 million after tax, 22 cents per share) from the sale of assets, primarily RFMD, a $36 million charge ($23 million after tax, 18 cents per share) related to foreign currency hedges, a $23 million gain ($15 million after tax, 12 cents per share) related to the exchange of Celera stock, a $14 million charge ($9 million after tax, 8 cents per share) related to the automotive restructuring program, and a $12 million charge (9 cents per share), with no income tax benefit, for purchased IPR&D related to Endwave.
(D)	Earnings before income taxes includes a $79 million gain ($52 million after tax, 42 cents per share) from the sale of assets, primarily RFMD, a $59 million charge ($39 million after tax, 32 cents per share) related to the automotive restructuring program, and $40 million in expenses ($26 million after tax, 21 cents per share) related to the acquisition of LucasVarity.
(E)	Earnings before income taxes includes a $55 million charge ($36 million after tax, 28 cents per share) related to an asset impairment, a $22 million charge ($14 million after tax, 12 cents per share) related to foreign currency hedges, a $14 million charge ($10 million after tax, 8 cents per share) related to the automotive restructuring program and a $1 million gain ($1 million after tax, 1 cent per share) related to the net gain on Endwave.
(F)	Earnings before income taxes includes a $79 million charge ($51 million after tax, 41 cents per share) on the write-off of the Company’s investment in ICO Global Communications (Holdings) Limited, a $39 million benefit ($24 million after tax, 19 cents per share) primarily from transactions related to the acquisition of LucasVarity, and a $22 million gain ($14 million after tax, 12 cents per share) from the sale of assets, primarily RFMD.
(G)	Earnings before income taxes includes a $71 million charge ($51 million after tax, 41 cents per share) related to the automotive restructuring programs and asset impairments, a $40 million charge ($23 million after tax, 19 cents per share) related to warranty claims and litigation, a $26 million charge ($17 million after tax, 13 cents per share) related to a write-down of a technology investment, a $22 million gain ($15 million after tax, 11 cents per share) related to the net gain on Endwave, an $18 million gain ($11 million after tax, 9 cents per share) related to foreign currency hedges and a $2 million gain ($1 million after tax, 1 cent per share) related to the sale of assets.
(H)	Earnings before income taxes includes a $216 million gain ($141 million after tax, $1.14 per share) from the sale of assets, primarily RFMD, an $82 million loss ($53 million after tax, 43 cents per share) related to charges associated with the discontinuance of certain product lines, $30 million in expenses ($20 million after tax, 16 cents per share) related to the acquisition of LucasVarity and an $11 million charge ($9 million after tax, 7 cents per share) related to the automotive restructuring program.
(I)	As a result of the loss in the first quarter of 1999 and fourth quarter of 2000, under the provisions of SFAS No. 128, the diluted calculation excludes convertible preferred stock and employee stock options as these would produce an anti-dilutive effect. In addition, under SFAS No. 128, the sum of net earnings (loss) per share for the four quarters may not equal the total year amount.

74 TRW INC.

  EX-21 21 l86560aex21.htm EX-21 SUBSIDIARIES OF THE REGISTRANT

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

      TRW has no parent or parents. As of December 31, 2000, certain of its subsidiaries, some of which also have subsidiaries, were as follows:

				Percentage of
		Organized under		voting securities
Name		the laws of		owned (1)
BDM International, Inc.			Delaware		100.00	%
TRW Automotive Espana, S.A.			Spain		100.00	%
TRW Automotive Holding Company			Delaware		100.00	%
TRW Automotive Japan Ltd.			Japan		100.00	%
TRW Automotive Products Inc. which owns,			Delaware		100.00	%
directly or indirectly,
	Frenos y Mecanismos, S.A. de C.V.		Mexico		100.00	%
	Kelsey-Hayes Canada Limited		Canada		100.00	%
	Kelsey-Hayes Company		Delaware		100.00	%
	Lucas Aerospace Power Equipment Corporation		Delaware		100.00	%
	Lucas Automotive GmbH		Germany		100.00	%
	Lucas Deutschland GmbH		Germany		100.00	%
	Lucas Industries Limited		United Kingdom		100.00	%
	Lucas Investments Ltd.		United Kingdom		100.00	%
	Lucas Systemes de Freinage S.A.S		France		100.00	%
	Lucas TVS Limited		India		52.50	%
	Lucas Western Inc.		Delaware		100.00	%
	LucasVarity Inc.		Delaware		100.00	%
	LucasVarity Limited		United Kingdom		100.00	%
	NEWCO Investment Co.		Michigan		100.00	%
	TRW Airbag Systems GmbH & Co. KG		Germany		99.99	%
	TRW Automotive Electronics & Components GmbH & Co. KG		Germany		100.00	%
	TRW Automotive Safety Systems GmbH & Co. KG		Germany		100.00	%
	TRW Automotive Safety Systems Holding GmbH		Germany		100.00	%
	TRW Automotive Safety Systems Inc.		Delaware		100.00	%
	TRW Automotive UK Limited		United Kingdom		100.00	%
	TRW Delaware Inc.		Delaware		100.00	%
	TRW Deutschland GmbH		Germany		100.00	%
	TRW Deutschland Holding GmbH		Germany		100.00	%
	TRW Fahrwerksysteme GmbH & Co. KG		Germany		100.00	%
	TRW France Holding SAS		France		100.00	%
	TRW Limited		United Kingdom		100.00	%
	TRW LucasVarity Electric Steering Limited		United Kingdom		100.00	%
	TRW Occupant Restraints Systems GmbH & Co. KG		Germany		100.00	%
	TRW Sensors & Components Inc.		Virginia		100.00	%
	TRW Systemes Aeronautiques SAS		France		100.00	%
	TRW Systems Limited		United Kingdom		100.00	%
	TRW UK Holding Limited		United Kingdom		100.00	%
	Varity Automotive Inc.		Delaware		100.00	%

					Percentage of
			Organized under		voting securities
Name			the laws of		owned (1)
TRW Canada Limited, which owns				Canada		100.00	%
	TRW Automotive South America S.A.			Brazil		100.00	%
TRW France S.A.				France		100.00	%
TRW Italia S.p.A				Italy		100.00	%
TRW Koyo Steering Systems Company				Tennessee		51.00	%
TRW Microwave Inc.				California		100.00	%
TRW Netherlands B.V. which owns				Netherlands		100.00	%
	TRW Export Sales B.V. which, in turn, owns			Netherlands		100.00	%
		TRW Netherlands Finance B.V		Netherlands		100.00	%
		TRW Netherlands Finance International B.V		Netherlands		100.00	%
		TRW Netherlands Holding B.V		Netherlands		100.00	%
		TRW Overseas Finance N.V		Netherlands		100.00	%
TRW Sistemas de Direcciones S.A. de C.V.				Mexico		100.00	%
TRW Systems Overseas Inc.				Delaware		100.00	%
TRW Vehicle Safety Systems Inc., which owns				Delaware		100.00	%
	TRW Safety Systems Inc.			Delaware		100.00	%
	TRW Technar Inc.			California		100.00	%

(1) Total percentages held by TRW and/or its subsidiaries, disregarding Directors’ qualifying shares, if any.

      The names of certain subsidiaries, which considered in the aggregate would not constitute a “significant subsidiary” as such term is defined in the regulations under the federal securities laws, have been omitted from the foregoing list.

EX-23 22 l86560aex23.htm EX-23 CONSENT OF ERNST & YOUNG LLP

Exhibit 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference of our report dated January 22, 2001, with respect to the consolidated financial statements of TRW Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2000, in the following Registration Statement Nos.: 333-89133 on Form S-3, 333-48443 on Form S-3, 333-37906 on Form S-8, 333-36052 on Form S-8, 333-27003 on Form S-8, 333-27001 on Form S-8, 333-20351 on Form S-8, 333-06633 on Form S-8, 333-03973 on Form S-8, 33-53503 on Form S-8, 33-29751 on Form S-8, 2-90748 on Form S-8 and 2-64035 on Form S-8.

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

Cleveland, Ohio
March 12, 2001

EX-24 23 l86560aex24.htm EX-24 POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

Directors and Certain Officers of
TRW Inc.

THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint W. B. Lawrence, D. F. Menz and K. A. Weigand, 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 Exchange Act of 1934, as amended (the “Act”), an annual report on Form 10-K for the year ended December 31, 2000 relating to TRW Inc., such other periodic reports as may be required pursuant to the Act, amendments and exhibits to any of the foregoing and any and all other documents to be filed with the Securities and Exchange Commission or elsewhere pertaining to such reports, with full power and authority to take such other action which in the judgment of such person may be necessary or appropriate to effect the filing of such documents.

EXECUTED the dates set forth below.

/s/ J. T. Gorman	/s/ D. M. Cote	/s/ Carl G. Miller
J. T. Gorman,	D. M. Cote, President,	C. G. Miller,
Chairman of the Board	Chief Executive Officer	Executive Vice President
of Directors	and Director	and Chief Financial Officer
February 21, 2001	February 21, 2001	February 21, 2001
/s/ Thomas A. Connell	/s/ Michael H. Armacost	/s/ M. Feldstein
T. A. Connell, Vice President	M. H. Armacost, Director	M. Feldstein, Director
and Controller	February 21, 2001	February 21, 2001
February 21, 2001
/s/ Robert M. Gates	/s/ George H. Heilmeier	/s/ Karen N. Horn
R. M. Gates, Director	G. H. Heilmeier, Director	K. N. Horn, Director
February 21, 2001	February 21, 2001	February 21, 2001
/s/ D. B. Lewis	/s/ L. M. Martin	/s/ J. D. Ong
D. B. Lewis, Director	L. M. Martin, Director	J. D. Ong, Director
February 21, 2001	February 21, 2001	February 21, 2001

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EX-13

EX-13 Portions of the TRW Annual Report

EX-21

EX-21 Subsidiaries of the Registrant

EX-23

EX-23 Consent of Ernst & Young LLP

EX-24

EX-24 Power of Attorney