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.
EX-3(C) TRW Policy on Confidential Voting
EX-10(B) TRW Operational Incentive Plan
EX-10(C) TRW Executive Health Care Plan
EX-10(L) Nonqualified Stock Option Agreement
EX-10(M) Transferable Nonqual. Stock Option Agt
EX-10(N) Director T'able Nonqual Stock Option Agt
EX-10(O) Stock Option Agt Qual./laws of France
EX-10(P) U.S. Long-Term Restricted Stock Agt
EX-10(Q) Non-U.S. Long-Term Restricted Stock Agt
EX-10(R) Restricted Stock Unit Agreement
EX-10(S) Def Comp Plan for Non-Employee Directors
EX-10(V) Form of Employment Continuation Agt
EX-10(W) TRW Deferred Compensation Plan
EX-10(X) TRW Benefits Equalization Plan
EX-10(Z) Key Executive Life Insurance Plan
EX-10(CC) Consult. Agt between TRW and PA Odeen
EX-10(DD) Consult. Agt between TRW and PA Odeen
EX-10(LL) Am. No. 2 to Service Agt with JC Plant
EX-10(OO) 2001-2002 Strategic Incentive Prog Grant
EX-10(PP) 2001-2003 Strategic Incentive Prog Grant
EX-10(QQ) 2002-2004 Strategic Incentive Prog Grant
EX-10(SS) 364-Day Amended & Restated Credit Agt
EX-10(TT) Term Credit Agreement
EX-10(UU) Receivables Purchase Agreement
EX-10(VV) Am. No. 1 to Receivables Purchase Agt
EX-12 Comput. of Ratio of Earnings/Fixed Charges
EX-13 Portions of TRW Annual Report
EX-21 Subsidiaries of the Registrant
EX-23 Consent of Ernst & Young LLP
EX-24 Powers of Attorney

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2001
or
o	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 (Address of principal executive offices)	44124 (Zip Code)

(216) 291-7000

(Registrant’s telephone number, including area code)

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

Title of each class	Name of each exchange 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 þ         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. þ

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $6,101,951,801 as of February 22, 2002. This amount was computed on the basis of the closing price of the registrant’s common equity securities included in the NYSE-Composite Transactions report for such date, as published in the Midwest edition of the Wall Street Journal.

As of February 22, 2002 there were 126,368,449 shares of TRW Common Stock, $0.625 par value per share, outstanding.

The following document has been incorporated herein by reference to the extent indicated herein:

TRW Proxy Statement related to Annual Meeting of Shareholders to be held on April 24, 2002	Part III
TRW Annual Report to Security Holders for the year ended December 31, 2001	Parts I, II and IV

TRW INC.

INDEX TO

ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2001

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

PART I

ITEM 1.  BUSINESS.

INDUSTRY SEGMENTS AND PRODUCT CLASSIFICATIONS

TRW is a U.S.-based 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 U.S. Government in the automotive, information systems, defense and aerospace markets. In the fourth quarter of 2001, as a result of the reorganization and consolidation of the Company’s automotive businesses, TRW combined its Chassis Systems, Occupant Safety Systems and Automotive Electronics segments into one Automotive segment. TRW currently operates its business in the following four operating segments:

•  Automotive;

•  Systems;

•  Space & Electronics; 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 segment designs, manufactures and sells 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. The principal products are:

•  inflatable restraint, seat belt and steering wheel systems;

•  braking systems and related products;

•  steering and suspension systems and components;

•  chassis modules and integrated vehicle control systems;

•  vehicle dynamic control systems and electronics;

•  access, security and safety electronics systems;

•  display and heating, ventilating and air conditioning electronics;

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

•  engine components and systems;

•  commercial steering systems and components; and

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

TRW sells its automotive products primarily to automotive original equipment manufacturers in North and South America, Europe and the Asia Pacific region. In addition, TRW sells some of 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. 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.

Systems

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

•  strategic missiles;

•  intelligence management and processing;

•  command, control and communications;

•  missile and air defense;

•  airborne reconnaissance;

•  homeland security;

•  public safety and transportation;

•  logistics and training;

•  health and human services;

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•  integrated supply chain;

•  tax systems; and

•  air traffic control.

TRW’s Systems segment also performs diverse testing and general research projects related to many of its products and services under both private and U.S. Government contracts.

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

Space & Electronics

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

TRW’s Space & Electronics segment 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.

Aeronautical Systems

TRW’s Aeronautical Systems segment designs and manufactures high integrity systems and equipment, and provides services, in the following product areas:

•  equipment services, including spares and maintenance, repair and overhaul;

•  flight controls;

•  engine controls;

•  cargo systems;

•  power generation and management;

•  missile actuation; and

•  hoists and winches.

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

Classified Projects

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.

RESULTS BY SEGMENT

The information relating to the Company’s segments, including sales, profit before taxes and segment assets attributable to each segment for each of the years 1999 through 2001, presented under the note entitled “Operating Segments” in the Notes to Financial Statements on pages 44 through 46 of the TRW 2001 Annual Report, is incorporated herein by reference.

FOREIGN AND DOMESTIC OPERATIONS

TRW has principal facilities in 25 countries throughout the world. TRW’s principal facilities outside the United States are in Australia, Austria, Belgium, Brazil, Canada, China, the Czech Republic, France, Germany, India, Italy, Japan,

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Malaysia, Mexico, the Netherlands, Poland, Portugal, Saudi Arabia, South Africa, South Korea, Spain, Thailand, Turkey and the United Kingdom. TRW also exports products manufactured by it in the United States. Such export sales accounted for:

•  5 percent of total sales during 2001, or $879 million;

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

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

TRW’s foreign operations are subject to a variety of 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 possible terrorist attacks; and

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

While the impact of these risks is difficult to predict, any one or more of them could adversely affect the Company’s operations in the future.

The information relating to the dollar amounts of sales and property, plant and equipment-net by geographic area for each of the years 1999 through 2001, presented under the note entitled “Operating Segments” in the Notes to Financial Statements on pages 44 through 46 of the TRW 2001 Annual Report, 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 segment, competitors include independent suppliers of parts and components, as well as suppliers formed by spin-offs by the Company’s original equipment customers, who are becoming more aggressive in attempting to sell components to other automotive manufacturers. In the Aeronautical Systems segment, competitors in original equipment are mainly other tier one equipment suppliers, with the exception of its missile actuation business where a large part of the competition is accounted for by the prime contractors. 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 and Aeronautical Systems segments, the principal methods of competition are:

•  price;

•  technology leadership;

•  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 Systems, Space & Electronics and Aeronautical Systems segments. Such competition is based primarily on:

•  technical ability;

•  product quality;

•  price; and

•  past performance.

TRW’s principal competitors for U.S. Government contracts typically are large, technically-competent firms with substantial assets.

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Customers

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

•  27 percent for 2001, or $4,463 million;

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

•  25 percent for 1999, or $4,248 million.

Sales, directly and indirectly, to the U.S. Government, including the DoD, NASA and other agencies, represented the following percentages of the sales of the indicated segment:

		Systems					Space & Electronics
Year		Percent			(In millions)		Percent			(In millions)
	2001		88	%	$	2,759		81	%	$	1,637
	2000		88	%		2,874		83	%		1,554
	1999		85	%		2,438		93	%		1,748

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 DoD 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 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.

A shift in U.S. Government spending to programs in which TRW is not involved or any significant disruption or deterioration of TRW’s relationship with the U.S. Government could significantly reduce the Company’s sales and materially adversely affect the Company’s results of operations and financial condition.

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. Sales to those companies, and their respective subsidiaries, accounted for the following percentages of the sales of the Automotive segment:

	Year Ended December 31,
Customer	2001			2000			1999
Ford		18	%		19	%		19	%
DaimlerChrysler		17	%		14	%		13	%
General Motors		13	%		12	%		10	%
Volkswagen		13	%		12	%		10	%

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Sales by TRW’s Automotive segment to Ford and its subsidiaries accounted for the following percentages of TRW’s total sales:

•  11 percent for 2001, or $1,865 million;

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

•  13 percent for 1999, or $2,143 million.

Although business with any particular customer in the Automotive segment is split among numerous contracts, the loss of, or significant reduction in purchases, by, one or more of the segment’s major customers could materially adversely affect the Company’s results of operations and financial condition.

Depending on the terms under which TRW’s Automotive segment supplies products, an original equipment manufacturer may hold the Company responsible for some or all of the repair or replacement costs of such products under new vehicle warranties, when the product supplied did not perform as represented. As automotive suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, original equipment manufacturers are increasingly looking to their suppliers for contribution when faced with product liability claims. This is a recent trend in our industry and we have only limited experience in this regard, therefore we cannot assure you that our future costs associated with providing product warranties will not be material.

Backlog

The backlog of orders for TRW’s operations is estimated to have been approximately $9.0 billion at December 31, 2001 and $7.7 billion at December 31, 2000. Of those amounts, U.S. Government business, directly or indirectly, is estimated to have accounted for approximately $7.6 billion at December 31, 2001 and $5.6 billion at December 31, 2000, substantially all of which is related to the Systems and Space & Electronics segments. Reported backlog at December 31, 2001 and 2000 does not include approximately $5.2 billion and $5.5 billion, respectively, of negotiated and priced, but unexercised, options of TRW’s customers to purchase products and services from TRW for defense and nondefense 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, 96 percent at December 31, 2001 and 95 percent at December 31, 2000 was attributable to the Systems, Space & Electronics and Aeronautical Systems segments. Of the backlog attributable to these segments, the following percentages were attributable to each of such segments:

	Year Ended December 31,
	2001			2000
Systems		46	%		47	%
Space & Electronics		46	%		43	%
Aeronautical Systems		8	%		10	%

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 described under “Customers” on page 4, and assuming no terminations, cancellations or changes and completion of orders in the normal course of business, TRW has estimated that approximately 54 percent of the December 31, 2001 backlog will be delivered in 2002, 25 percent in 2003 and 21 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

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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 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.

Seasonality

TRW’s Automotive segment is moderately seasonal because the segment’s largest North American customers typically halt operations for about two weeks in July and about one week in December. The segment’s customers in Europe historically have shut down vehicle production during a portion of August as well. In addition, third quarter automotive production traditionally is lower as new models enter production. The Company’s third and fourth quarter results may reflect these trends.

Research and Development

Customer-funded research and development was:

•  $1,289 million in 2001;

•  $1,145 million in 2000; and

•  $1,249 million in 1999.

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 2001;

•  $442 million in 2000; and

•  $468 million in 1999.

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

The 2000 and 1999 research and development costs exclude the $12 million and $85 million for purchased in-process research and development associated with the valuation of Endgate Corporation and LucasVarity, respectively. Additional information concerning the LucasVarity charge is set forth under the caption “LucasVarity Acquisition” on page 29 of the TRW 2001 Annual Report and the note entitled “LucasVarity Acquisition” in the Notes to Financial Statements on page 41 of the TRW 2001 Annual Report.

Employees

At December 31, 2001, TRW had approximately 93,700 employees, of whom approximately 37,000 were employed in the United States and approximately 36,000 were employed in Europe.

Raw Materials and Supplies

Materials used by TRW include or contain:

• steel and fabricated metal	• stainless steel
• cast iron	• gold, silver, nickel, zinc and copper plating materials
• electronics	• paper
• plastic, resin, powders and laminations	• wood
• synthetic rubber	• platinum
• magnesium	• ceramics
• sodium azide	• carbon and plastic materials
• copper	• titanium
• brass	• ferro-chrome
• leather	• tin
• special alloys	• glass
• aluminum	• friction materials

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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, 2001, TRW had reserves for environmental matters of $176 million, including $4 million expense recorded during the year. TRW 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.

TRW does not believe that compliance with environmental protection laws and regulations will have a material effect upon its capital expenditures, results of operations or competitive position, and TRW’s capital expenditures for environmental control facilities during 2002 and 2003 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 or results of operations. However, TRW 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, TRW cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters on the Company’s financial position or results of operations or the possible effect of compliance with environmental requirements imposed in the future.

Capital Expenditures — Property, Plant and Equipment

During the five years ended December 31, 2001, TRW’s capital expenditures and the net book value of its assets retired, sold or divested were:

	(In millions)
	Capital Expenditures
	Land, Buildings and						Net Book Value
Year Ended	Leasehold		Machinery and				of Assets Retired,
December 31,	Improvements		Equipment		Total		Sold or Divested
2001	$	84	$	624	$	708	$	67
2000		81		619		700		123
1999		98		691		789		111
1998		92		452		544		40
1997		86		463		549		54

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On a segment basis, capital expenditures for the years ended December 31, 2001 and 2000 were as follows (in millions):

	2001		2000
Automotive	$	450	$	488
Systems		30		22
Space & Electronics		137		138
Aeronautical Systems		89		50

Of total capital expenditures, 46 percent in 2001 and 50 percent in 2000 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 27 states plus the District of Columbia in the United States and in 24 other countries. Approximately 44 percent of the principal domestic facilities are used by the Automotive segment, 31 percent by the Systems segment, 17 percent by the Space & Electronics segment, 6 percent by the Aeronautical Systems segment, and 2 percent is used at the corporate level. The Automotive segment uses a substantial majority of the foreign facilities.

Of the total number of principal facilities operated by TRW, approximately 57 percent of such facilities are owned, 34 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 headquarters in Lyndhurst, Ohio as well as the headquarters for its Space & Electronics segment in Redondo Beach, California and its Aeronautical Systems segment in Birmingham, England.

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 and buildings 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 segment, but is also utilized by its Systems segment 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.

Automotive

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		6		7		0		0		13
Manufacturing		52		72		20		11		155
Warehouse		6		11		1		0		18
Office		6		8		0		0		14
Total		70		98		21		11		200

Systems

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		1		0		0		0		1
Office		37		2		0		3		42
Total		38		2		0		3		43

8

Space & Electronics

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Research and Development		5		0		0		0		5
Manufacturing		7		0		0		0		7
Office		9		0		0		0		9
Total		21		0		0		0		21

Aeronautical Systems

	North				Asia
Principal Use of Facility	America		Europe		Pacific		Other		Total
Manufacturing		7		13		1		1		22
Office		0		1		0		0		1
Warehouse		1		0		0		0		1
Total		8		14		1		1		24

In addition to the facilities set forth in the foregoing tables, TRW also maintains three facilities that it utilizes as office space at the corporate level. Two of such facilities are located in North America and one is in Europe.

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 53 of the TRW 2001 Annual Report. This information is incorporated herein by reference.

ITEM 3.  LEGAL PROCEEDINGS.

Various claims, lawsuits and administrative proceedings are pending or threatened against the Company or its subsidiaries, arising from the ordinary course of business with respect to commercial, product liability and environmental matters.

During 1996, the U.S. Department of Justice (DOJ) advised the Company that it had been named as a defendant in lawsuits brought by a former employee of the Company originally filed under seal in 1994 and 1995 in the U.S. District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The DOJ subsequently advised that it would intervene in the litigation. In a consolidated complaint filed jointly by the former employee and the DOJ, it is alleged that the Company misclassified various costs and improperly charged those costs to certain of its federal contracts, that the United States has incurred substantial damages, and that the Company is liable for treble damages, penalties, post-judgment interest, costs (including attorneys’ fees) and “all other proper relief.” All substantive allegations against the Company have been denied in the Company’s answer to the consolidated complaint. The Company cannot currently predict the outcome of this lawsuit.

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.

Taking into account established reserves, management believes that the ultimate resolution of the foregoing matters will not have a material effect on the Company’s financial condition or results of operations. The resolution of one or more of such matters may have a material effect on cash flow for the period in which such matters are resolved.

On March 31, 2000, TRW Vehicle Safety Systems Inc. (VSSI), a wholly-owned subsidiary of the Company, 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 alleged that emissions from the plant injured residents, plants and animals near the plant and that the Company

9

concealed information about the potential health risks of its emissions. Plaintiffs asked the court to require the Company to institute medical monitoring for the claimants, to conduct various studies, 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 sought attorneys’ fees and punitive damages. The Company believed there was no valid scientific basis for these claims. The Company timely removed the case to federal court and the plaintiffs’ motion to remand the case to state court was denied. On September 24, 2001, VSSI and the individual plaintiffs entered into an agreement to settle and dismiss the action. Following public notice and an opportunity for class members to object, the court approved the agreement, and the case was dismissed on January 2, 2002. Pursuant to the agreement, the individual plaintiffs’ claims were dismissed with prejudice, the claims brought on behalf of the putative class were dismissed without prejudice, and VSSI paid each of the six named plaintiffs $7,500 and reimbursed plaintiffs’ counsel for approximately $104,000 in expenses.

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

None during the fourth quarter of 2001.

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, 2002, 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
W. G. Bush		40	Executive Vice President, TRW Inc. and President & Chief Executive Officer, TRW Aeronautical Systems (March 2001 to the present)
			Executive Vice President, TRW Inc. (December 2001 to February 2002)
			Vice President & General Manager, TRW Ventures, TRW Space & Electronics (2000 - 2001)
			Vice President & General Manager, Telecommunications Division, TRW Space & Electronics Group (1999)
			Vice President, Planning & Business Development, TRW Space & Electronics Group (1998)
			Program Manager, TRW Space & Electronics Group (1997)
T.W. Hannemann		59	Member of Chief Executive Office (February 2002 to the present)
			Executive Vice President, TRW Inc. and President and Chief Executive Officer, TRW Space & Electronics (2001 to the present)
			Executive Vice President, TRW Inc. and General Manager, TRW Space & Electronics (1993 - 2001)
H. V. Knicely		65	Executive Vice President, Human Resources and Communications, and Director, TRW Inc. (April 2001 to the present)
			Executive Vice President, Human Resources and Communications, TRW Inc. (1995 - April 2001)
W. B. Lawrence		57	Executive Vice President, General Counsel and Secretary, TRW Inc. (1997 to the present)
			Executive Vice President, Planning, Development & Government Affairs, TRW Inc. (1989 - 1997)
S. Lunn		53	Executive Vice President, Automotive Operations, TRW Inc. (2001 to the present)
			Senior Vice President, Operations, TRW Chassis Systems, TRW Inc. (1999 - 2001)
			Deputy President and Chief Operating Officer, LucasVarity Automotive (1997 - 1999)
			Divisional Managing Director, Braking, LucasVarity Ltd. (1996 - 1997)

10

			Positions and Business Experience
Name	Age		During the Past Five Years
J. C. Plant		48	Member of Chief Executive Office (February 2002 to the present)
			Executive Vice President, TRW Inc. and President and Chief Executive Officer, TRW Automotive (2001 to the present)
			Executive Vice President, TRW Inc. and President & Chief Executive Officer, TRW Chassis Systems (2001)
			Executive Vice President, TRW Inc. and General Manager, TRW Chassis Systems (1999 - 2001)
			Executive Vice President and General Manager, TRW Automotive (1999)
			President, LucasVarity Automotive (1998 - 1999)
			Managing Director, Electrical and Electronic Division, Lucas Automotive (1991 - 1998)
G. C. Roman		45	Executive Vice President, Washington Operations, TRW Inc. (2001 to the present)
			Vice President and General Manager, Business Development, Military Aircraft and Missile Systems, The Boeing Company (February 2000 - December 2001)
			Vice President of International Operations, Government Relations Office, The Boeing Company (August 1997 - February 2000)
			Vice President Operations and Management, Washington Office, McDonnell Douglas Corporation (1994 - August 1997)
R. H. Swan		41	Executive Vice President and Chief Financial Officer, TRW Inc. (July 2001 to the present)
			Chief Executive Officer, Webvan Group, Inc., (April 2001 - July 2001)
			Chief Operating Officer and Chief Financial Officer, Webvan Group, Inc. (September 2000 - April 2001)
			Chief Financial Officer, Webvan Group, Inc., (October 1999 - September 2000)
			Chief Financial Officer, GE Lighting, General Electric Company (May 1998 - October 1999)
			Vice President, Finance, GE Medical Systems Europe, General Electric Company (January 1997 - May 1998)
			(Webvan Group, Inc. filed a voluntary petition for Chapter 11 bankruptcy proceedings in the U.S. Bankruptcy Court for the District of Delaware on July 13, 2001.)
D. C. Winter		53	Executive Vice President, TRW Inc. and President and Chief Executive Officer, TRW Systems (2001 to the present)
			Executive Vice President, TRW Inc. and General Manager, TRW Systems (2000 - 2001)
			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.

See the information set forth in the table presented under “Stock Prices and Dividends (Unaudited)” on page 57 of the TRW 2001 Annual Report, and the information presented under the “Debt and Credit Agreements” note in the Notes to Financial Statements on pages 52 through 53 of the TRW 2001 Annual Report. The information contained in such table and the information contained in the second to last paragraph of text under the “Debt and Credit Agreements” note is incorporated herein by reference.

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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 February 22, 2002, there were 21,663 shareholders of record of the Company’s Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA.

		(In Millions, Except Per Share Amounts)
		Years Ended December 31,
		2001		2000		1999		1998		1997
Sales		$	16,383	$	17,231	$	16,969	$	11,886	$	10,831
Net earnings (loss)			68		438		469		477		(49	)
Per share of Common Stock:
	Diluted earnings (loss)		0.54		3.51		3.80		3.83		(0.40	)
	Basic earnings (loss)		0.54		3.55		3.87		3.93		(0.40	)
Cash dividends declared per share			1.05		1.36		1.32		1.28		1.24
Total assets			14,444		16,467		18,266		7,340		6,410
Long-term debt			4,870		4,765		5,369		1,353		1,117
Shares used in computing per share amounts:
	Diluted		125.7		124.9		123.5		124.4		123.7
	Basic		124.8		123.1		121.0		121.3		123.7

Comparisons of certain items are affected by the acquisition of LucasVarity in 1999, BDM International, Inc. in 1997, and divestitures during the five-year period, including the divestiture of Lucas Diesel Systems in 2000.

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 Financial Condition and the Results of Operations” on pages 23 through 34 of the TRW 2001 Annual Report. This information is incorporated herein by reference.

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

The information presented in the final six paragraphs of text on page 32 of the TRW 2001 Annual Report under the heading “Liquidity and Financial Position” and the information presented under the headings “Summary of Significant Accounting Policies” and “Financial Instruments” in the Notes to Financial Statements on pages 40 through 41 and 47 through 48, respectively of the TRW 2001 Annual Report is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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 36 through 56 of the TRW 2001 Annual Report and the information included in the table presented under the heading “Quarterly Financial Information (Unaudited)” on page 57 of the report are incorporated herein by reference.

Readers should note that in the second paragraph of text in the “Income Taxes” note in the Notes to Financial Statements included on pages 48 through 49 of the TRW 2001 Annual Report, the reference to a valuation allowance for deferred tax assets at December 31, 2001 of “$85 million” should be replaced with “$106 million”, as set forth in the last line item of the last table included in such note. Exhibit 13 to this report reflects such correction.

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

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information relating to TRW’s Directors which is presented under the heading “Board of Directors” in the TRW Proxy Statement for the 2002 Annual Meeting of Shareholders (the “TRW Proxy Statement”) and the information

12

relating to Section 16(a) compliance which is presented under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the TRW Proxy Statement 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.

The information presented under the heading “Compensation of Executive Officers” in the TRW Proxy Statement and the information presented under the heading “Director Compensation” in the TRW Proxy Statement is incorporated herein by reference.

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

The information presented under the heading “Management Ownership of Shares” in the TRW Proxy Statement and the information presented under the caption “Outstanding Securities” in the TRW Proxy Statement 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.

The information presented under the heading “Director Compensation” in the TRW Proxy Statement 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)  List of Financial Statements

The Report of Independent Auditors is included herein as page F-1.

The following financial statements of the registrant and its subsidiaries included in the TRW 2001 Annual Report are incorporated herein by reference in Item 8:

Statements of Operations — Years ended December 31, 2001, 2000 and 1999 (page 36)

Balance Sheets — December 31, 2001 and 2000 (page 37)

Statements of Cash Flows — Years ended December 31, 2001, 2000 and 1999 (page 38)

Statements of Changes in Shareholders’ Investment — Years ended December 31, 2001, 2000 and 1999 (page 39)

Notes to Financial Statements — (pages 40-56)

     (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.

     (3) List of 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, File No. 1-2384, 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, File No. 1-2384, is incorporated herein by reference).
3(c)	TRW Inc. Policy on Confidential Voting.

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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, File No. 1-2384, 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, File No. 1-2384, 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, File No. 1-2384, is incorporated herein by reference).
*10(b)	TRW Operational Incentive Plan.
*10(c)	TRW Executive Health Care Plan as amended and restated effective November 20, 2001.
*10(d)	1984 Stock Option Plan (Exhibit A to TRW Proxy Statement dated March 19, 1984, File No. 1-2384, 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, File No. 1-2384, is incorporated herein by reference).
*10(g)	1997 TRW Long-Term Incentive Plan (Exhibit A to TRW Proxy Statement dated March 12, 1997, File No. 1-2384, 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, File No. 1-2384, is incorporated herein by reference).
*10(i)	Amendment dated as of May 11, 2001 to 1997 TRW Long-Term Incentive Plan (Exhibit 10(a) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, File No. 1-2384, is incorporated herein by reference).
*10(j)	2000 TRW Long-Term Incentive Plan (Exhibit A to TRW Proxy Statement dated March 17, 2000, File No. 1-2384, is incorporated herein by reference).
*10(k)	Amendment dated as of May 11, 2001 to 2000 TRW Long-Term Incentive Plan (Exhibit 10(b) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, File No. 1-2384, is incorporated herein by reference).

14

*10(l)	Form of Nonqualified Stock Option Agreement.
*10(m)	Form of Transferable Nonqualified Stock Option Agreement.
*10(n)	Form of Director Transferable Nonqualified Stock Option Agreement.
*10(o)	Form of Stock Option Agreement Qualified under the laws of France.
*10(p)	Form of U.S. Long-Term Restricted Stock Agreement.
*10(q)	Form of Non-U.S. Long-Term Restricted Stock Agreement.
*10(r)	Form of Restricted Stock Unit Agreement.
*10(s)	Deferred Compensation Plan for Non-Employee Directors of TRW Inc. as amended and restated February 28, 2002.
*10(t)	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, File No. 1-2384, is incorporated herein by reference).
*10(u)	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, File No. 1-2384, is incorporated herein by reference).
*10(v)	Form of Amended and Restated Employment Continuation Agreements with executive officers.
*10(w)	TRW Inc. Deferred Compensation Plan (as amended and restated effective January 1, 2002).
*10(x)	TRW Benefits Equalization Plan (as amended and restated effective January 1, 2002).
*10(y)	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(z)	TRW Inc. Key Executive Life Insurance Plan as amended and restated as of February 28, 2002.
*10(aa)	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(bb)	BDM International, Inc. Defined Contribution Supplemental Executive Retirement Plan dated October 8, 1993 (Exhibit 10(y) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, is incorporated herein by reference).
*10(cc)	Consulting Agreement dated October 25, 2001 between TRW Inc. and Philip A. Odeen.
*10(dd)	Consulting Agreement dated February 28, 2002 between TRW Inc. and Philip A. Odeen.
*10(ee)	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, File No. 1-2384, is incorporated herein by reference).
*10(ff)	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, File No. 1-2384, is incorporated herein by reference).
*10(gg)	Amendment dated February 21, 2001 to Consulting Agreement dated September 18, 1997, between TRW Inc. and G. H. Heilmeier (Exhibit 10(bb) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated hereby by reference).
*10(hh)	Amended and Restated Employment Agreement by and between TRW Inc. and David M. Cote, dated as of February 21, 2001 (Exhibit 10(j) to TRW Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, File No. 1-2384, is incorporated herein by reference).
*10(ii)	Service Agreement among Lucas Limited, LucasVarity plc and John C. Plant dated April 17, 1997 (Exhibit 10(gg) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated herein by reference).
*10(jj)	Letter Agreement dated May 13, 1998 between LucasVarity plc and John C. Plant (Exhibit 10(hh) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated herein by reference).
*10(kk)	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 (Exhibit 10(ii) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated herein by reference).

15

*10(ll)	Amendment No. 2 to Service Agreement, dated as of October 17, 2001, between and among LucasVarity Limited, TRW Inc. and John C. Plant, including letter dated October 17, 2001 from TRW Inc. to Mr. Plant as the Fifth Schedule thereto.
*10(mm)	Letter Agreement dated February 8, 2001 between TRW Inc. and Joseph T. Gorman (Exhibit 10(jj) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated herein by reference).
*10(nn)	Consulting Agreement dated February 8, 2001 between TRW Inc. and Joseph T. Gorman (Exhibit 10(kk) to TRW Annual Report on Form 10-K for the year ended December 31, 2000, File No. 1-2384, is incorporated herein by reference).
*10(oo)	Form of 2001-2002 Strategic Incentive Program Grant.
*10(pp)	Form of 2001-2003 Strategic Incentive Program Grant.
*10(qq)	Form of 2002-2004 Strategic Incentive Program Grant.
10(rr)	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, File No. 1-2384, is incorporated herein by reference).
10(ss)	364-Day Amended and Restated Credit Agreement dated as of January 22, 2002 among TRW Inc., the lenders party thereto, JPMorgan Chase Bank as Administrative Agent, Salomon Smith Barney Inc., as Syndication Agent, Bank of America, N.A. and Barclays Bank plc as Co-Documentation Agents, and J.P. Morgan Securities, Inc. and Salomon Smith Barney Inc., as Joint-Lead Arrangers and Joint-Bookrunners.
10(tt)	Term Credit Agreement dated as of January 22, 2002 among TRW Inc., the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, Salomon Smith Barney Inc., as Syndication Agent, Bank of America, N.A. and Barclays Bank plc, as Co-Documentation Agents, and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint-Lead Arrangers and Bookrunners.
10(uu)	Receivables Purchase Agreement dated as of November 20, 2001 among TRW Receivables Inc., as Seller, TRW Inc., as Servicer, Charta Corporation, Ciesco, L.P., Corporate Asset Funding Company, Inc., Corporate Receivables Corporation, and WCP Funding, Inc., as the Conduit Purchasers, the Financial Institutions from time to time party thereto, as Committed Purchasers and Managing Agents, and Citicorp North America, Inc., as Agent for the Conduit Purchasers and the Committed Purchasers.
10(vv)	Amendment No. 1 dated as of December 19, 2001 to Receivables Purchase Agreement dated November 20, 2001 among TRW Receivables Inc., as Seller, TRW Inc., as Servicer, Charta Corporation, Ciesco, L.P., Corporate Asset Funding Company, Inc., Corporate Receivables Corporation, and WCP Funding, Inc., as the Conduit Purchasers, Citibank, N.A. as Committed Purchaser and Managing Agent, and Citicorp North America, Inc., as Agent for the Conduit Purchasers and the Committed Purchasers.
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, 2001, incorporated herein by reference.
21	Subsidiaries of the Registrant.
23	Consent of Independent Auditors.
24	Powers 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

16

	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.

(c) Exhibits

Certain Exhibits required by this portion of Item 14 are filed as a separate section of this report.

(d) Financial Statement Schedules

None required to be filed.

17

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 4, 2002

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
P. A. ODEEN*	Non-Executive Chairman and Director	March 4, 2002
T. W. HANNEMANN*	Executive Vice President	March 4, 2002
J. C. PLANT*	Executive Vice President	March 4, 2002
R. H. SWAN*	Executive Vice President and Chief Financial Officer	March 4, 2002
T. A. CONNELL*	Vice President and Corporate Controller	March 4, 2002
M. H. ARMACOST*	Director	March 4, 2002
A. E. BARATZ*	Director	March 4, 2002
M. FELDSTEIN*	Director	March 4, 2002
K. W. FREEMAN*	Director	March 4, 2002
R. M. GATES*	Director	March 4, 2002
G. H. HEILMEIER*	Director	March 4, 2002
C. R. HOLLICK*	Director	March 4, 2002
K. N. HORN*	Director	March 4, 2002
H. V. KNICELY*	Director	March 4, 2002
D. B. LEWIS*	Director	March 4, 2002
L. M. MARTIN*	Director	March 4, 2002
G. L. SUMME*	Director	March 4, 2002

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 4, 2002

*By  /s/ WILLIAM B. LAWRENCE

William B. Lawrence, Attorney-in-fact

18

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, 2001 and 2000, 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, 2001. 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, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Cleveland, Ohio

January 22, 2002

F-1 EX-3.C 3 l92392aex3-c.htm EX-3(C) TRW POLICY ON CONFIDENTIAL VOTING

Exhibit 3(c)

TRW INC.

Policy on Confidential Voting

     No proxy, ballot or voting tabulation which identifies the particular vote of a shareholder on any matter submitted for a vote of shareholders at any meeting of shareholders will be disclosed to the Directors or officers of the Company except:

(1)	as necessary to meet applicable legal requirements;
(2)	to permit inspectors of election to certify the results of the vote; or
(3)	in a contested proxy solicitation.

     At least one inspector of election will be an independent third party who will be asked to certify: (i) the outcome of the vote; (ii) his knowledge of the proxy tabulation process and the confidential voting policy; and (iii) that he is not aware of any violations of the confidential voting policy.

     Comments written on proxies or ballots will be transcribed and provided to the Secretary of the Company. The vote of the shareholder will not be disclosed except where such vote is included in the comment or disclosure is necessary for an understanding of the comment.

     Information as to the voting instructions given by individuals who are participants in The TRW Employee Stock Ownership and Savings Plan will not be disclosed to management by the Trustee of the Plan. Any comments written on the voting instructions will be transcribed in the same manner as for proxies or ballots.

     Information as to which shareholders have not voted and periodic status reports on the aggregate votes on matters will continue to be available to management.

EX-10.B 4 l92392aex10-b.htm EX-10(B) TRW OPERATIONAL INCENTIVE PLAN

Exhibit 10(b)

TRW Operational Incentive Plan (OIP)
Effective January 1, 2002

Plan Summary
The TRW Operational Incentive Plan (OIP) is an annual compensation plan for certain key employees of the corporation. The Plan provides different incentive payment levels to recognize that individuals with the greatest control over decisions should have a higher percentage of their compensation at risk.

Participation
Participation in the Operational Incentive Plan is limited to those individuals who are in leadership positions and whose performance can significantly affect the financial and strategic goals of the organization. Participants are assigned an incentive level from I to III predicated upon their performance, the nature of the job and reporting relationship. OIP I participation is limited to members of the Management Committee; OIP II participation is generally limited to direct reports of Management Committee members. OIP III participation is normally limited to direct reports to OIP IIs, but may include other Director level general management, technical and functional positions.

OIP III participation requires the approval of the Business Unit President or a Business Support Center Executive Vice President. OIP I and II participation requires the approval of the CEO of TRW.

Goals
Each year, financial and strategic goals for the Business Units and TRW overall are selected by the CEO as the basis for determining OIP incentive payments. The financial goals are derived from the organization’s operating plan. Strategic goals are generally qualitative and reflect TRW priorities, behaviors and key initiatives.

The goals are weighted to reflect their relative importance with financial goals generally weighted at 80% and strategic goals at 20%. Goals and weightings may change from year to year to reflect the priorities of the business.

Organization Performance Evaluation and Incentive Guideline
At the end of each plan year, the CEO evaluates Company and Business Unit performance. The evaluation is based on an overall assessment of each organization’s performance and considers a number of factors including:

• Absolute performance to the financial goals as well as an assessment of the difficulty of achieving the goals in light of market conditions

• Qualitative assessment of performance to the strategic goals

• External business and economic factors that may have positively or negatively affected performance

• Organization performance relative to companies in similar industries

• Progress made in strategically positioning the business

• The view of external constituents, e.g. shareholders, customers and the investment community

Based on this assessment, the CEO determines a performance score for the organization. The score is converted to an incentive guideline for each OIP level in accordance with the incentive payment matrix (Exhibit I).

Business Unit Presidents will generally follow the same process for subordinate units.

Individual Incentive Payments
Individual incentive payments are based on the participant’s overall performance relative to the incentive guideline for the unit. The incentive is stated as a percent and is applied to the participant’s actual base salary for the plan year. It is expected that individual incentives will vary significantly around the guideline to reflect actual performance; however, the total of all individual incentive payments for each OIP level in the unit cannot exceed the guideline for that OIP level. Incentive payments are normally paid in February following the end of the plan year.

Legal and Ethical Conduct
Legal and ethical conduct is an overarching goal. In no case will an incentive be paid to any individual who does not meet the company’s standards.

New Hires and Terminations
New participants in the Plan will be eligible to receive a prorated incentive if they have worked a significant portion of the year.

Unless approved by a member of the Management Committee, participants whose employment is terminated before the end of the year will not be eligible for an incentive payment for that year.

Salary
Salary is determined as a separate component of pay reflecting the level of the duties and responsibilities of the position, the participant’s overall performance and experience, internal relationships and external market practices for similar positions in similar industries.

Salary increases are based on individual performance and are normally determined in February.

Participation in Other Incentive Plans
Participants in the Operational Incentive Plan are excluded from participation in any other annual incentive compensation plans such as profit sharing, gainsharing, award fee sharing, task achievement, sales incentive plans, etc. OIP II participants are also excluded from receiving additional “special awards” unless the CEO of TRW approves such awards in advance.

If an OIP participant is required by law to participate in a non-OIP incentive plan, i.e. a legally mandated profit sharing plan, the OIP incentive payment, if any, will be reduced by the amount paid under the legally mandated plan.

Reservation of Rights
The TRW Operational Incentive Plan is subject to change or termination, without notice, in the sole discretion of TRW. Nothing herein confers on any employee any rights to continued employment with TRW, rights to any payment under the OIP or to any particular benefits. Further, nothing herein entitles any employee to participate in the OIP.

EX-10.C 5 l92392aex10-c.htm EX-10(C) TRW EXECUTIVE HEALTH CARE PLAN

Exhibit 10(c)

TRW

Executive

Health

Care

Plan

ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE OR SHE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.

EHCP 11/20/01

TRW Executive Health Care Plan (EHCP)

Table of Contents

Introduction	1
Who Is Eligible	1
Contributions	1
Eligible Dependents	1
Eligible Domestic Partners	2
Comprehensive Health Care Expense Benefits	2
Covered Health Care Expenses	3
Transplant/Donor Services	3
Examples of Health Care Expenses Covered by the Plan	5
Examples of Health Care Expenses Not Covered by the Plan	6
Definitions	7
Payment of Claims and Recordkeeping	9
Coordination of Benefits Provision	10
Effect of Medicare	12
Recovery of Benefits Paid	13
Coverage During Leave of Absence	13
When Your Health Care Coverage Terminates	13
After Health Care Coverage Terminates	14
Continuation of Coverage—COBRA	14
TRW RetireeSelect Plan	15
Conversion Coverage	15
Specific State Mandated Provisions	16
Additional Information	23
Plan Administration	23
Employee Rights	24
Appendix	25

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.

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 (including a health care flexible spending account) 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 regularly attending school and solely dependent upon the employee for support. (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 enrolled in the Plan prior to reaching the maximum age and 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 you have 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.

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TRW Executive Health Care Plan (EHCP)

Eligible Domestic Partners
If you are not married, you can enroll a domestic partner and/or the eligible children of a domestic partner in the Plan. Please visit the TRW Benefits Service Center Web site at trwbenefits.ssga.com or call the Benefits Service Center at 800.859.4567 to find out how to enroll a domestic partner and obtain an Affidavit of Domestic Partnership.

A domestic partner is someone of the same or opposite sex who is the life partner of the employee, and who is not considered the employee’s legal spouse. He/she also must meet all of the following requirements:

• Be at least 18 years of age and not related to the employee by blood;

• Be neither married to nor the domestic partner of anyone else;

• Live with the employee in the same permanent residence in an exclusive, emotionally committed and financially responsible relationship similar to marriage;

• Be the employee’s sole domestic partner and intend to remain so indefinitely; and

• Not be in the relationship solely to obtain benefits.

Eligible children of the domestic partner are those who meet all of the following requirements:

• Unmarried;

• Live with the employee and partner in a parent/child relationship; and

• Are less than 19 years of age or less than 25 years of age and regularly attending school and solely dependent upon the employee for support.

Due to IRS requirements, the value of the coverage for a domestic partner and his/her children (the total cost of their coverage) less any contributions paid by the employee toward the cost of that coverage, must be reported as taxable income on the employee’s W-2 form. This amount is subject to all applicable taxes.

You may wish to consult a tax adviser about the effects of the Internal Revenue Service rules prior to enrolling a domestic partner.

Comprehensive Health Care Expense Benefits
Full reimbursement will be made for covered medical (including prescription drugs), 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 7). Except as described in the section entitled “After Health Care Coverage Terminates” (page 14), 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.

There is a $2,000,000 maximum benefit that applies to you and each of your eligible dependents in his or her lifetime. This limit will be restored each January 1 by the amount then charged against it. Not more than $25,000 will be restored each year.

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TRW Executive Health Care Plan (EHCP)

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, which are not considered experimental or investigational, 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.), nurse practitioner (N.P.), 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 a provider’s office where the services covered hereunder may be obtained, including transportation by personal automobile. This excludes travel to and from a pharmacy.

• 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.

• Speech therapy for dependent children to treat a congenital defect or birth abnormality other than cleft lip/palate, without regard to whether therapy will result in improvement to speech.

Examples of health care expenses covered and not covered are shown on pages 5 and 6.

Transplant/Donor Services
Donor Services
Donor services and supplies are covered if required for a live donor as a result of a surgical transplant procedure that is not experimental or investigational (see “Definitions” page 7). This applies when the covered person is the recipient of the transplant. If the recipient of the transplant is not covered by the Plan, donor charges are not covered by the Plan. If you are the donor of the transplant:

• The services and supplies will be considered to be furnished on account of the recipient’s sickness or injury.

• Eligible services and supplies are limited to services and supplies not covered under a different health care plan.

Covered charges when the organ donor is a cadaver:

• When charges are billed to the transplant recipient for a covered organ/tissue transplant, expenses for procuring the organ/tissue from a cadaver are covered as hospital miscellaneous or surgical expenses of the transplant recipient. This includes charges for removing the organ or tissue from the cadaver and preserving, storing, and transporting the organ or tissue.

This Plan makes experienced care available for transplants (and other specialized care) through a program called the National Medical Excellence Program described on the next page.

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TRW Executive Health Care Plan (EHCP)

Transplant Services
National Medical Excellence Program ® (NME)
The NME Program coordinates all solid organ and bone marrow transplants and other specialized care that cannot be provided within an NME Patient’s local geographic area. When care is directed to a medical facility more than 100 miles from the person’s home, the Plan will pay a benefit for Travel and Lodging Expenses, but only to the extent described below.

Travel Expenses
These are expenses incurred by an NME Patient (see “Definitions” page 7) for transportation between his or her home and the medical facility to receive services in connection with a procedure or treatment.

Also included are expenses incurred by a NME Companion (see “Definitions” page 7) for transportation when traveling to and from an NME Patient’s home and the medical facility to receive such services.

Lodging Expenses
These are expenses incurred by an NME Patient for lodging away from home while traveling between his or her home and the medical facility to receive services in connection with a procedure or treatment.

The benefit payable for these expenses will not exceed the Lodging Expenses Maximum per night as noted below.

Also included are expenses incurred by a NME Companion for lodging away from home:

• While traveling with an NME Patient between the NME Patient’s home and the medical facility to receive services in connection with any listed procedure or treatment; or

• When the NME Companion’s presence is required to enable an NME Patient to receive such services from the medical facility on an inpatient or outpatient basis.

The benefit payable for these expenses will not exceed the Lodging Expenses Maximum of $50 per person per night as noted below.

For the purpose of determining NME Travel Expenses or Lodging Expenses, a hospital or other temporary residence from which an NME Patient travels in order to begin a period of treatment at the medical facility, or to which he or she travels after discharge at the end of a period of treatment, will be considered to be the NME Patient’s home.

Travel and Lodging Benefit Maximum
For all Travel Expenses and Lodging Expenses incurred in connection with any one procedure or treatment type:

• The total benefit payable will not exceed the Travel and Lodging Maximum per episode of care.

• Benefits will be payable only for such expenses incurred during a period which begins on the day a covered person becomes an NME Patient and ends on the earlier to occur of: one year after the day the procedure is performed; and the date the NME Patient ceases to receive any services from the facility in connection with the procedure.

Benefits paid for Travel Expenses and Lodging Expenses do not count against any person’s Maximum Benefit.

Travel and Lodging Limitations
Travel Expenses and Lodging Expenses do not include, and no benefits are payable for, any charges which are included as Covered Medical Expenses under any other part of this Plan.

Travel Expenses do not include expenses incurred by more than one NME Companion who is traveling with the NME Patient. Lodging Expenses do not include expenses incurred by more than one NME Companion per night.

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TRW Executive Health Care Plan (EHCP)

Statement of Rights under the Newborns’ and Mothers’ Health Protection Act
Under federal law, group health plans and health insurance issuers offering group health insurance coverage generally may not restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a delivery by cesarean section. However, the plan or issuer may pay for a shorter stay if the attending provider (e.g., your physician, nurse midwife, or physician assistant), after consultation with the mother, discharges the mother or newborn earlier.

Also, under federal law, plans and issuers may not set the level of benefits or out-of-pocket costs so that any later portion of the 48-hour (or 96-hour) stay is treated in a manner less favorable to the mother or newborn than any earlier portion of the stay. In addition, a plan or issuer may not, under federal law, require that you, your physician, or other health care provider obtain authorization for prescribing a length of stay of up to 48 hours (or 96 hours). However, you may be required to obtain precertification for any days of confinement that exceed 48 hours (or 96 hours). For information on precertification, contact your plan administrator.

Notice regarding Women’s Health and Cancer Rights Act
Under this health plan, coverage will be provided to a person who is receiving benefits for a medically necessary mastectomy and who elects breast reconstruction after the mastectomy, for:

(1)	reconstruction of the breast on which a mastectomy has been performed;
(2)	surgery and reconstruction of the other breast to produce a symmetrical appearance;
(3)	prostheses; and
(4)	treatment of physical complications of all stages of mastectomy, including lymphedemas.

This coverage will be provided in consultation with the attending physician and the patient. If you have any questions about our coverage of mastectomies and reconstructive surgery, please contact the Member Services number on the back of your ID card.

Examples of Health Care Expenses Covered by the Plan

•	Ambulance Services	•	Nursing Services
			–  Licensed Vocational Nurses
			–  Practical Nurses
			–  Registered Nurses
•	Diagnostic & Preventative Services		–  Nurse Practitioners
	–  Allergy & Dermatology Tests
	–  Cancer Screening (mammogram*, Pap smear, PSA)
	–  Immunization & Inoculations
	–  OB/GYN Examinations	•	Physical Therapy
	–  Physical Examinations
	–  X-ray & Laboratory Examinations	•	Professional Services
			–  Alcohol/Drug/Mental Illness Services
•	Drugs & Supplies		–  Chiropodists
	–  Crutches		–  Chiropractors
	–  Eyeglasses		–  Christian Science Practitioners
	–  Hearing Aids		–  Dentists
	–  Hospital Beds		–  Home Healthcare Services
	–  Prescription Drugs		–  Infertility Services
	–  Prostheses		–  Maternity Care
	–  Wheelchairs		–  Optometrists –  Osteopaths
•	Hospital Services		–  Physicians
	–  Emergency Care		–  Podiatrists
	–  Hospice Care		–  Psychiatrists
	–  Inpatient Care		–  Psychologists
	–  Outpatient Care
	–  Skilled Nursing Facility

*In Ohio, state law mandates that providers charge no more than $85 per mammogram. Accordingly, Aetna U.S. Healthcare will only reimburse up to the $85 maximum amount for mammograms performed in Ohio.

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TRW Executive Health Care Plan (EHCP)

Examples of Health Care Expenses Not Covered by the Plan

• Antiseptic diaper service.

• Braille books and magazines.

• Bottled distilled water.

• Buying or modifying cars/automobiles.

• Capital expenses.

• Car expenses.

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

• Cosmetic surgery (see “Definitions” page 7).

• Domestic help.

• Founders fees.

• Funeral and burial expenses.

• Guide dogs or other animals.

• Health club dues.

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

• Legal fees.

• Learning disability when no improvement is expected.

• Lifetime or long-term care.

• Medical conferences.

• Medical information plans.

• Non-prescription drugs.

• Nursing or therapy done by a close relative.

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

• Removal of lead based paint.

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

• Special homes for mentally retarded.

• Special schools and education.

• Telephone/television.

• Transportation to AA meetings.

• 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.

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

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

• Weight loss programs.

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

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TRW Executive Health Care Plan (EHCP)

Definitions

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

Experimental/Investigational
Those charges for or in connection with services or supplies that are, as determined by Aetna, to be experimental or investigational. A drug, a device, a procedure, or treatment will be determined to be experimental or investigational if:

• there are insufficient outcomes data available from controlled clinical trials published in the peer reviewed literature to substantiate its safety and effectiveness for the disease or injury involved; or

• if required by the FDA, approval has not been granted for marketing; or

• a recognized national medical or dental society or regulatory agency has determined, in writing, that it is experimental, investigational, or for research purposes; or

• the written protocol or protocols used by the treating facility, or the protocol or protocols of any other facility studying substantially the same drug, device, procedure, or treatment, or the written informed consent used by the treating facility or by another facility studying the same drug, device, procedure, or treatment states that it is experimental, investigational, or for research purposes.

However, this exclusion will not apply with respect to services or supplies (other than drugs) received in connection with a disease; if Aetna determines that:

• the disease can be expected to cause death within one year, in the absence of effective treatment; and

• the care or treatment is effective for that disease or shows promise of being effective for that disease as demonstrated by scientific data.

In making this determination Aetna will take into account the results of a review by a panel of independent medical professionals. They will be selected by Aetna. This panel will include professionals who treat the type of disease involved. Also, this exclusion will not apply with respect to drugs that: have been granted treatment investigational new drug (IND) or Group c/treatment IND status; or are being studied at the Phase III level in a national clinical trial sponsored by the National Cancer Institute; if Aetna determines that available scientific evidence demonstrates that the drug is effective or shows promise of being effective for the 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.

NME Patient
This is a person who:

• requires any of the NME procedure and treatment types for which the charges are a Covered Medical Expense; and

• contacts Aetna and is approved by Aetna as an NME Patient; and

• agrees to have the procedure or treatment performed in a hospital designated by Aetna as the most appropriate facility.

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TRW Executive Health Care Plan (EHCP)

NME Companion
This is a person whose presence as a Companion or caregiver is necessary to enable an NME Patient:

• to receive services in connection with an NME procedure or treatment on an inpatient or outpatient basis; or

• to travel to and from the facility where treatment is given.

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, Necessary and Recognized Charge
Only that part of a charge which is reasonable is covered. The reasonable charge for a service or supply is the lowest of:

• the provider’s usual charge for furnishing it; and

• the charge Aetna determines to be appropriate, based on factors such as the cost of providing the same or a similar service or supply and the manner in which charges for the service or supply are made; and

• the charge Aetna determines to be the prevailing charge level made for it in the geographic area where it is furnished.

In some circumstances, Aetna may have an agreement, either directly or indirectly through a third party, with a provider which sets the rate that Aetna will pay for a service or supply. In these instances, in spite of the methodology described above, the reasonable charge is the rate established in such agreement.

In determining the reasonable charge for a service or supply that is:

• unusual; or

• not often provided in the area; or

• provided by only a small number of providers in the area;

Aetna may take into account factors, such as:

• the complexity;

• the degree of skill needed;

• the type of specialty of the provider;

• the range of services or supplies provided by a facility; and

• the prevailing charge in other areas.

Necessary Charge
A service or supply furnished by a particular provider is necessary if Aetna determines that it is appropriate for the diagnosis, the care or the treatment of the disease or injury involved.

To be appropriate, the service or supply must:

• be care or treatment, as likely to produce a significant positive outcome as, and no more likely to produce a negative outcome than, any alternative service or supply, both as to the disease or injury involved and the person’s overall health condition;

• be a diagnostic procedure, indicated by the health status of the person and be as likely to result in information that could affect the course of treatment as, and no more likely to produce a negative outcome than, any alternative service or supply, both as to the disease or injury involved and the person’s overall health condition; and

• as to diagnosis, care and treatment be no more costly (taking into account all health expenses incurred in connection with the service or supply) than any alternative service or supply to meet the above tests.

In determining if a service or supply is appropriate under the circumstances, Aetna will take into consideration:

• information provided on the affected person’s health status;

• reports in peer reviewed medical literature;

• reports and guidelines published by nationally recognized healthcare organizations that include supporting scientific data;

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TRW Executive Health Care Plan (EHCP)

• generally recognized professional standards of safety and effectiveness in the United States for diagnosis, care or treatment;

• the opinion of health professionals in the generally recognized health specialty involved; and

• any other relevant information brought to Aetna’s attention.

In no event will the following services or supplies be considered to be necessary:

• those that do not require the technical skills of a medical, a mental health or a dental professional; or

• those furnished mainly for the personal comfort or convenience of the person, any person who cares for him or her, any person who is part of his or her family, any healthcare provider or healthcare facility; or

• those furnished solely because the person is an inpatient on any day on which the person’s disease or injury could safely and adequately be diagnosed or treated while not confined; or

• those furnished solely because of the setting if the service or supply could safely and adequately be furnished in a physician’s or a dentist’s office or other less costly setting.

Recognized Charge
Only that part of a charge which is recognized is covered. The recognized charge for a service or supply is the lowest of:

• the provider’s usual charge for furnishing it; and

• the charge Aetna determines to be appropriate, based on factors such as the cost of providing the same or a similar service or supply and the manner in which charges for the service or supply are made; and

• the charge Aetna determines to be the Recognized Charge Percentage made for that service or supply.

In determining the recognized charge for a service or supply that is:

• unusual; or

• not often provided in the area; or

• provided by only a small number of providers in the area;

Aetna may take into account factors, such as:

• the complexity;

• the degree of skill needed;

• the type of specialty of the provider;

• the range of services or supplies provided by a facility; and

• the recognized charge in other areas.

Total Disability

1.	Your complete inability to perform every duty pertaining to your occupation or employment and you are not working for pay or profit
2.	Your dependent’s complete inability to perform the normal activities of a person of similar age and sex.

Payment of Claims and Recordkeeping
You must pay out-of-pocket for your prescription drug claims and then submit an EHCP Claim Expense Form with applicable receipts to Aetna for reimbursement. The Plan will reimburse you for covered expenses promptly after receipt of your claim. For all other claims, you can have your Medical, Dental and Vision providers submit your claims electronically or via paper claims to the Aetna U.S. Healthcare address below for reimbursement directly to them.

Physical examinations may be performed by any physician selected by the participant. The procedures for claiming reimbursement for the expense of the examination are the same as for any other expenses.

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TRW Executive Health Care Plan (EHCP)

You may claim reimbursement of any Covered Health Care Expense simply by completing an “EHCP Claim Expense Form,” attaching a copy of either your bill or receipt, and sending it to:

Aetna U.S. Healthcare
P.O. Box 14089
Lexington, KY 40512-4089
Phone: 1-866-841-3399
Fax: 1-559-241-1321

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 employee and patient.

• Nature of illness or injury.

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

• Date of charge.

• Amount of charge.

• Description of services rendered.

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. References to a “dependent” or “dependents” in this Coordination of Benefits provision include domestic partners and/or their eligible children.

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 (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 Aetna U.S. Healthcare for payment. No other documentation is needed in this situation in order for Aetna U.S. Healthcare to pay as secondary payer.

Following is how Aetna U.S. Healthcare administers coordination of benefits: When an individual has coverage under another plan in addition to this plan, the benefits from “other plans” will be taken into account. This may mean a reduction in benefits under this Plan. The combined benefits will not be more than the expenses recognized under these plans.

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TRW Executive Health Care Plan (EHCP)

In a calendar year, this Plan will pay:

• its regular benefits in full; or

• a reduced amount of benefits. To figure this amount, subtract B. from A. below:

A.	100% of “Allowable Expenses” incurred by the person for whom claim is made.
B.	The benefits payable by the “other plans.” (Some plans may provide benefits in the form of services rather than cash payments. If this is the case, the cash value will be used.)

“Allowable Expenses” means any necessary and reasonable health expense, part or all of which is covered under any of the plans covering the person for whom claim is made.

To find out whether the regular benefits under this Plan will be reduced, the order in which the various plans will pay benefits must be figured. This will be done as follows using the first rule that applies:

1.	A plan with no rules for coordination with other benefits will be deemed to pay its benefits before a plan which contains such rules.
2.	A plan which covers a person other than as a dependent will be deemed to pay its benefits before a plan which covers the person as a dependent; except that if the person is also a Medicare beneficiary and under Medical rules, Medicare is:

•		secondary to the plan covering the person as a dependent; and
•		primary to the plan covering the person as other than a dependent;
	The benefits of a plan which covers the person as a dependent will be determined before the benefits of a plan which:
•		covers the person as other than a dependent; and
•		is secondary to Medicare.

3.	Except in the case of a dependent child whose parents are divorced or separated; the plan which covers the person as a dependent of a person whose birthday comes first in a calendar year will be primary to the plan which covers the person as a dependent of a person whose birthday comes later in that calendar year. If both parents have the same birthday, the benefits of a plan which covered one parent longer are determined before those of a plan which covered the other parent for a shorter period of time.
	If the other plan does not have the rule described in this provision (3) but instead has a rule based on the gender of the parent and if, as a result, the plans do not agree on the order of benefits, the rule in the other plan will determine the order of benefits.
4.	In the case of a dependent child whose parents are divorced or separated:

a.	If there is a court decree which states that the parents shall share joint custody of a dependent child, without stating that one of the parents is responsible for the health care expenses of the child, the order of benefit determination rules specified in (3) above will apply.
b.	If there is a court decree which makes one parent financially responsible for the medical, dental or other health care expenses of such child, the benefits of a plan which covers the child as a dependent of such parent will be determined before the benefits of any other plan which covers the child as a dependent child.
c.	If there is not such a court decree:
	If the parent with custody of the child has not remarried, the benefits of a plan which covers the child as a dependent of the parent with custody of the child will be determined before the benefits of a plan which covers the child as a dependent of the parent without custody.

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TRW Executive Health Care Plan (EHCP)

If the parent with custody of the child has remarried, the benefits of a plan which covers the child as a dependent of the parent with custody shall be determined before the benefits of a plan which covers that child as a dependent of the stepparent. The benefits of a plan which covers that child as a dependent of the stepparent will be determined before the benefits of a plan which covers that child as a dependent of the parent without custody.

5.	If 1, 2, 3 and 4 above do not establish an order of payment, the plan under which the person has been covered for the longest will be deemed to pay its benefits first; except that:
	The benefits of a plan which covers the person on whose expenses claim is based as a:

• laid-off or retired employee; or

• the dependent of such person;

shall be determined after the benefits of any other plan which covers such person as:

• an employee who is not laid-off or retired; or

• a dependent of such person.

           If the other plan does not have a provision:

•	regarding laid-off or retired employees; and
•	as a result, each plan determines its benefits after the other; then the above paragraph will not apply.
	The benefits of a plan which covers the person on whose expenses claim is based under a right of continuation pursuant to federal or state law shall be determined after the benefits of any other plan which covers the person other than under such right of continuation.

           If the other plan does not have a provision:

• regarding right of continuation pursuant to federal or state law; and

• as a result, each plan determines its benefits after the other; then the above paragraph will not apply.

Aetna has the right to release or obtain any information and make or recover any payment it considers necessary in order to administer this provision.

When this provision operates to reduce the total amount of benefits otherwise payable as to a person covered under this Plan during a calendar year, each benefit that would be payable in the absence of this provision will be reduced proportionately. Such reduced amount will be charged against any applicable benefit limit of this Plan.

Other Plan
This means any other plan of health expense coverage under:

• Group insurance.

• Any other type of coverage for persons in a group. This includes plans that are insured and those that are not.

• No-fault auto insurance required by law and provided on other than a group basis. Only the level of benefits required by the law will be counted.

Effect of Medicare
Health Expense Coverage will be changed for any person while eligible for Medicare. A person is “eligible for Medicare” if he or she:

• is covered under it;

• is not covered under it because of:

– having refused it;

– having dropped it;

– having failed to make proper request for it.

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TRW Executive Health Care Plan (EHCP)

These are the changes:

• All health expenses covered under this Plan will be reduced by any Medicare benefits available for those expenses. This will be done before the health benefits of this Plan are figured.

• Charges used to satisfy a person’s Part B deductible under Medicare will be applied under this Plan in the order received by Aetna. Two or more charges received at the same time will be applied starting with the largest first.

• Medicare benefits will be taken into account for any person while he or she is eligible for Medicare. This will be done whether or not he or she is entitled to Medicare benefits.

• Any rule for coordinating “other plan” benefits with those under this Plan will be applied after this Plan’s benefits have been figured under the above rules. Allowable Expenses will be reduced by any Medicare benefits available for those expenses.

Coverage will not be changed at any time when your Employer’s compliance with federal law requires this Plan’s benefits for a person to be figured before benefits are figured under Medicare.

Recovery of Benefits Paid
As a condition to payment of benefits under this Plan for expenses incurred by a covered person due to injury or illness for which a third party may be liable:

• Aetna shall, to the extent of benefits it has paid, be subrogated to (has the right to pursue) all rights of recovery of covered persons against: such third party; or a person’s insurance carrier in the event of a claim under the uninsured or underinsured auto coverage provision of an auto insurance policy.

• Aetna shall have the right to recover from the covered person amounts received by judgment, settlement, or otherwise from: such third party or his or her insurance carrier; or any other person or entity, which includes the auto insurance carrier which provides the covered person’s uninsured or underinsured auto insurance coverage.

• The covered person (or person authorized by law to represent the covered person if he or she is not legally capable) shall: execute and deliver any documents that are required; and do whatever else is necessary to secure such rights.

Coverage During Leave of Absence
Coverage will continue while you are on an approved leave pursuant to the Family and Medical Leave Act. While your pay continues, your contribution toward the cost of coverage continues. If your pay ceases, coverage is provided at no cost.

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.

Dependents
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. Please note a Declaration of Termination of Domestic Partnership is required if you are terminating a relationship with a domestic partner.

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TRW Executive Health Care Plan (EHCP)

Death
In the event of your death while covered by the Plan, coverage for your dependents will be continued at no cost for a period of twelve months following the end of the month in which death occurs. If your surviving spouse remarries before the end of the twelve-month period, your surviving spouse’s coverage terminates upon remarriage. Your surviving spouse may be eligible to purchase continued coverage pursuant to COBRA as described below.

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 occurs prior to the date coverage terminates and cause you or your dependent to be continuously and totally disabled from such termination date. Only those expenses that relate to a continuous and total disability and are incurred during the twelve-month period after coverage terminates shall be reimbursed, provided that such expenses are not reimbursed under any other group insurance policy or plan.

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 (termination of domestic partner relationship);

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.

COBRA does not apply to domestic partners or their children, but the Company has chosen to make continuation coverage available to domestic partners and their children in a manner similar to COBRA. This “COBRA-like” coverage is not actual COBRA coverage and the Company may choose to apply different rules to the coverage or terminate it at any time.

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, 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 after the date COBRA is elected.
3.	Coverage under another employer-sponsored health plan after the date COBRA is elected, provided that the plan does not contain pre-existing condition exclusions applicable to the COBRA participant.

Any payment of COBRA costs by the company will not extend the applicable 18 or 36-month period.

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TRW Executive Health Care Plan (EHCP)

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.

Conversion of Coverage
If you complete the entire COBRA continuation period and still wish to be covered under this Plan, you may be permitted to convert to a personal policy. No medical exam is needed. You and your family members may convert when all continuation coverage ceases because your employment ceases or you cease to be in an eligible class. You may not convert if coverage ceases because the group contract has discontinued.

The personal policy may cover:

• you only; or

• you and all of your family members who are covered under this Plan when your coverage ceases; or

• if you die before you retire, all your family members, or your spouse only, who are covered under this Plan when your coverage ceases.

Also, if your own coverage continues, your dependents can apply if they cease to be a dependent as defined in this Plan.

The personal policy must be applied for within 31 days after coverage ceases or would otherwise cease without a provision to continue coverage for retired employees. The 31 days start on the date coverage actually ceases even if the person is still eligible for benefits because the person is totally disabled.

Aetna may decline to issue the personal policy if:

• It is applied for in a jurisdiction in which Aetna cannot issue or deliver the policy.

• On the date of conversion, a person is covered, eligible or has benefits available under one of the following:

— any other hospital or surgical expense insurance policy;

— any hospital service or medical expense indemnity corporation subscriber contract;

— any other group contract;

— any statute, welfare plan or program;

— and that with the converted policy, would result in overinsurance or match benefits.

No one has the right to convert if you have been insured under this Plan for less than 3 months. Also, no person has the right to convert if:

• he or she has used up the maximum benefit; or

• he or she becomes eligible for any other medical coverage under this Plan.

The personal policy form, and its terms, will be of a type, for group conversion purposes:

• as required by law or regulation; or

• as then offered by Aetna.

It will not provide coverage which is the same as coverage under this Plan. The level of coverage may be less and an overall Lifetime Maximum Benefit will apply.

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TRW Executive Health Care Plan (EHCP)

The personal policy may contain either or both of the following:

• A statement that benefits under it will be cut back by any like benefits payable under this Plan after your coverage ceases.

• A statement that Aetna may ask for data about your coverage under any other plan. This may be asked for on any premium due date of the personal policy. If you do not give the data, expenses covered under the personal policy may be reduced by expenses which are covered or provided under those plans.

The personal policy will state that Aetna has the right to refuse renewal under some conditions. These will be shown in that policy.

If you or your dependent want to convert:

• You should ask the TRW Benefits Service Center for a copy of the “Notice of Conversion Privilege and Request” form.

• Send the completed form to the address shown.

If a person is eligible to convert, information will be sent about the personal policy for which he or she may apply.

The first premium for the personal policy must be paid at the time the person applies for that policy. The premium due will be Aetna’s normal rate for the person’s class and age, and the form and amount of coverage.

The personal policy will take effect on the day after coverage terminates under this Plan.

Specific State Mandated Provisions
In addition to the COBRA continuation and conversion rights described above, the following provisions are required by state insurance law. These provisions will not operate to decrease the coverage or benefits described in this document.

California — Discontinuance of Policy
The Policyholder may terminate this policy as to any or all coverage of all or any class of employees of any one or more Member Employers. A Member Employer may terminate this policy as to any or all coverage of all or any class of its employees. Aetna must be given written notice. The notice must state when such termination shall occur. It must be a date after the notice. It shall not be effective during a period for which a premium has been paid to Aetna as to the coverage.

Aetna has the right to terminate this policy as to all or any class of employees of a Member Employer at any time after the end of the grace period if the premium for the employees’ coverage has not been paid. Written notice of the termination date must be given by Aetna. This right is subject to the terms of any laws or regulations.

Aetna may also terminate this policy in its entirety or as to any or all coverage of all or any class of employees of a Member Employer by giving the Policyholder advance written notice of when it will terminate. The date shall not be earlier than 31 days after the date of the notice unless it is agreed to by the Policyholder and Aetna. If:

• this policy terminates as to any of the employees of a Member Employer; and

• premiums have not been paid for the period this policy was in force for those employees;

• then the Policyholder and the Employer shall be jointly and severally liable to Aetna for the unpaid premiums.

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TRW Executive Health Care Plan (EHCP)

If this policy includes medical coverage and the policy discontinues, the Policyholder will promptly mail to each employee located in California insured under this policy at the time of such discontinuance, a legible, true copy of any notice of policy discontinuance which may be received from Aetna and will promptly provide Aetna proof of such mailing and the date of the mailing.

Kentucky — Continuation of Coverage Provision
You are eligible for this continuation of coverage if you live in Kentucky and if:

• you have been covered for Health Expense Coverage for at least 3 months in a row under this Plan or under this Plan and any prior coverage; and

• you are not eligible for continuation of like coverage because of any federal law.

Any Health Expense Coverage then in force for you and your eligible dependents may be continued after it would terminate because you terminate employment or cease to be in an Eligible Class. You have to make request for this continuation. The request must be made within 31 days of the date your coverage would otherwise terminate.

Coverage will not be continued beyond the first to occur of:

• The end of the 18-month period starting on the date coverage would otherwise terminate.

• The date you become eligible for like coverage under another group plan.

• The end of the period for which any required contributions have been made.

• The end of a 31 day period following discontinuance of Health Expense Coverage as to employees of your Employer.

Any dependent’s eligibility for other coverage under the group contract or his or her ceasing to meet the definition of dependent will terminate that dependent’s coverage.

Continuation of Coverage for Your Former Spouse
The following applies only to a person who was covered as your dependent spouse and:

• whose coverage is not being continued after your employment stopped or you ceased to be in an Eligible Class;

• who was so covered for Health Expense Coverage or for Health Expense Coverage and any prior coverage for at least 3 months in a row; and

• is not eligible for continuation of like coverage because of any federal law.

If Health Expense Coverage for such person would terminate because of dissolution of marriage, but:

• premium payments are continued; and

• the person requests such continuation within 31 days of the dissolution of marriage,

such person may continue the coverage provided that coverage will not be continued beyond the first to occur of:

• The end of an 18-month period after the date of the dissolution of marriage.

• The date such person becomes eligible for like coverage under any group plan.

• The end of a 31-day period after the date dependent coverage is discontinued under this Plan for your Eligible Class.

• The end of the period for which required contributions have been made.

Continuation of Coverage for Your Dependents after Your Death
The following applies only to a dependent who is covered as your dependent and who:

• has been so covered for health expenses coverage or for health expense coverage and any prior coverage for at least 3 months in a row; and

• is not eligible for continuation of like coverage because of any federal law.

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TRW Executive Health Care Plan (EHCP)

If you die while covered under any part of this Plan, any Health Expense Coverage then in force for your dependents may be continued if:

• Your coverage is not then being continued after your employment has stopped or you ceased to be in an Eligible Class.

• Continuation of the coverage is requested in writing within 31 days after your death.

• Premium payments are made for the coverage.

Any dependent’s coverage will cease when any one of the following happens:

• The end of the 18 month period right after your death.

• A dependent would cease to be a defined dependent, if you were living. Such a dependent may be eligible for continuation under the remaining terms of this Plan.

• A dependent becomes eligible for like benefits under any group plan.

• 31 days after Dependent Coverage ceases as to the Eligible Class of which you were a member right before your death.

• Any required contributions cease.

If Health Expense Coverage is being continued for your dependents, your child born after your death will also be covered.

Continuation of Coverage for Your Child

The following applies only to a child who is covered as your dependent and:

• whose coverage is not being continued after your employment stopped or you ceased to be in an Eligible Class;

• who has been so covered for Health Expense Coverage or for Health Expense Coverage and any prior coverage for at least 3 months in a row; and

• who is not eligible for continuation of like coverage because of any federal law.

If Health Expense Coverage for such child would terminate because the child ceases to meet this Plan’s definition of dependent, such child may continue the coverage; provided that:

• premium payments are continued; and

• the child requests such continuation within 31 days of ceasing to meet this Plan’s definition of dependent.

Coverage will not be continued beyond the first to occur of:

• The end of an 18-month period after the date the child ceases to meet this Plan’s definition of dependent.

• The date the child becomes eligible for like coverage under any group plan.

• The end of a 31-day period after the date dependent coverage is discontinued under this Plan for your Eligible Class.

• The end of the period for which required contributions have been made.

New Hampshire — Continuation of Coverage Provision
Part I
You are eligible for this continuation of coverage if you live in Kentucky and if:

Health Expense Coverage would terminate because:

• you terminate employment, except because of gross misconduct; or

• you cease to be in an Eligible Class;

coverage may be continued for you and your eligible dependents, provided you have been employed by an Employer participating in this Plan for at least 6 months.

You must request continuation within 31 days of the later of the date your Employer notifies you of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

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TRW Executive Health Care Plan (EHCP)

Coverage will not be continued beyond the first to occur of:

• The end of an 18 months period which starts on the date coverage would otherwise terminate; except that if you or your dependent provide notice to your Employer that you or your dependent has been determined to be disabled under Title II or XVI of the Social Security Act on the date coverage would have otherwise terminated, except for this section, coverage for that disabled person only will be continued, unless terminated for another reason, until the end of a 29 month period which starts on the date coverage would have otherwise terminated, except for this section.

• The date you become eligible for like group benefits.

• The end of the period for which any required contributions have been made.

• Discontinuance of the coverage involved as to employees of the Eligible Class of which you were a member.

Coverage for a dependent will not be continued beyond the date it would otherwise terminate.

Part II
If Health Expense Coverage would terminate because of discontinuance of the coverage involved as to employees of the Eligible Class of which you were a member, coverage may be continued for you and your eligible dependents. You must request continuation within 31 days of the later of the date your Employer notifies you of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

Coverage will cease on the first to occur of:

• The date you are eligible for like group benefits.

• The end of the period for which any contributions have been made.

• The end of a period equal to 39 weeks, less the number of weeks your coverage was continued under this Plan during a strike, lockout or labor dispute; except that if coverage is being continued in accordance with Part I at the time coverage terminates as to your Eligible Class, coverage will be continued for up to the remainder of the 18 or 29 month period specified in Part I, if the remainder of the applicable period would be longer than 39 weeks, less the number of weeks your coverage was continued under this Plan during a strike, lockout or labor dispute.

Part III
If any coverage being continued under Part I or Part II ceases because coverage has been continued for the maximum period, a personal policy may be applied for under the Conversion Privilege. This must be done within 31 days of the date coverage ceases.

Continuation Of Coverage For Your Spouse
A spouse from whom you are divorced may continue coverage in accordance with Part I or Part II; but not both. A spouse from whom you are legally separated and whose coverage would terminate because you failed to make the required contributions may continue coverage in accordance with Part II.

Part I
If Health Expense Coverage for your dependent spouse would terminate due to divorce, the former spouse may continue to be covered. Your former spouse has to request continuation within 31 days after the later of the date your Employer notifies the spouse of the right to continue and the date he or she ceases to be eligible as a dependent.

Premium payments must be continued. Coverage will not continue beyond the first to occur of:

• The date the former spouse is eligible for like group benefits.

• The end of a 39 week period after:

• the date dependent coverage ceases under this Plan for your Eligible Class; or if earlier,

• the date you or your former spouse remarries.

• The end of the period for which any required contribution was made.

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TRW Executive Health Care Plan (EHCP)

• The end of a 2-year period after the date of divorce if your former spouse was under age 55 on the date coverage is first continued under this section.

• The date your former spouse becomes eligible for Medicare if your former spouse was age 55 or over on the date coverage is first continued under this section.

Part II
If Health Expense Coverage for your dependent spouse would terminate because of divorce or because you ceased to make contributions for a spouse from whom you are legally separated, the spouse may continue the coverage then in force, provided you have been employed by an Employer participating in this Plan for at least 6 months.

Written request for such continuation must be made within 31 days of the later of the date the Employer notifies the spouse of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

Coverage will not be continued beyond the first to occur of:

• The date the spouse becomes eligible for like group benefits.

• The end of a 36 month period which starts on the date of the divorce or the date contributions cease for a spouse from whom you are legally separated; except that if the coverage involved discontinues during such 36 month period as to employees of the Eligible Class of which you are a member, coverage will be continued, unless terminated for another reason, until the later of:

   – 39 weeks from the date of such discontinuance; and

   – the remainder of the 36-month period on the date of such discontinuance.

• The end of the period for which required contributions have been made.

Part III
If any coverage being continued under Part I or Part II ceases because coverage has been continued for the maximum period, a personal policy may be applied for under the Conversion Privilege. This must be done within 31 days of the date coverage ceases.

Continuation Of Coverage For Your Dependents After Your Death
If you should die while covered under any part of this Plan, any Health Expense Coverage then in force for your dependents may be continued provided you were employed by an Employer participating in this Plan for at least 6 months.

Written request for such continuation must be made within 31 days of the later of the date your Employer notifies your dependents of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

Any dependent’s coverage will not continue beyond the first to occur of:

• The end of a 36 month period which starts on the date of your death; except that if the coverage involved discontinues during such 36 month period as to employees of the Eligible Class of which you were a member, coverage will be continued, unless terminated for another reason, until the later of:

   – 39 weeks from the date of such discontinuance; and

   – the remainder of the 36-month period on the date of such discontinuance.

• The date the dependent becomes eligible for like group benefits.

• The date the dependent ceases to meet this Plan’s definition of a dependent.

• The end of the period for which any required contributions have been made.

Coverage may also be provided under this Plan for your child, born after your death, as long as coverage for your other dependents is being continued.

Page 20

TRW Executive Health Care Plan (EHCP)

If any coverage being continued ceases because coverage has been continued for the maximum period, a personal policy may be applied for under the Conversion Privilege. This must be done within 31 days of the date coverage ceases.

Continuation Of Coverage For Your Child
If Health Expense Coverage for your child would terminate because the child ceases to meet this Plan’s definition of dependent, such child may continue the coverage then in force, provided you have been employed by an Employer participating in this Plan for at least 6 months. Written request for such continuation must be made within 31 days of the later of the date your Employer notifies the child of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

Coverage will not continue beyond the first to occur of:

• The end of a 36 month period which starts on the date the child ceases to meet this Plan’s definition of dependent; except that if the coverage involved discontinues during such 36 month period as to employees of the Eligible Class of which you are a member, coverage will be continued, unless terminated for another reason, until the later of:

– 39 weeks from the date of such discontinuance; and

– the remainder of the 36-month period on the date of such discontinuance.

• The date the child becomes eligible for like group benefits.

• The end of the period for which any required contributions have been made.

If any coverage being continued ceases because coverage has been continued for the maximum period, a personal policy may be applied for under the Conversion Privilege. This must be done within 31 days of the date the coverage ceases.

Continuation Of Coverage For Your Dependents After You Become Eligible For Medicare
If coverage for your dependents would terminate because you become eligible for Medicare, any Health Expense Coverage then in force for your dependents may be continued; provided you have been employed by an employer participating in this Plan for at least 6 months.

Written request for such continuation must be made within 31 days of the later of the date your Employer notifies your dependents of the right to continue and the date coverage would otherwise terminate. The request must include an agreement to pay up to 102% of the cost to this Plan. Premium payments must be continued.

Coverage for a dependent will not continue beyond the first to occur of:

• The end of a 36 month period which starts on the date you become eligible for Medicare; except that if the coverage involved discontinues during such 36 month period as to employees of the Eligible Class of which you were a member, coverage will be continued, unless terminated for another reason, until the later of:

– 39 weeks from the date of such discontinuance; and

– the remainder of the 36-month period on the date of such discontinuance.

• The date the dependent becomes eligible for like group benefits.

• The end of the period for which any required contributions have been made.

If any coverage being continued ceases because coverage has been continued for the maximum period, a personal policy may be applied for under the Conversion Privilege. This must be done within 31 days of the date coverage ceases.

Aetna shall not be liable for death, injury incurred or disease contracted, as a result of a person’s commission of, or attempt to commit, a felony. Aetna shall not be liable for death, injury incurred or disease contracted while a person was engaged in an illegal occupation.

Page 21

TRW Executive Health Care Plan (EHCP)

Ohio — Continuation of Coverage Provision
This Ohio mandated continuation coverage requirement is available to all employees covered by the Executive Health Care Plan unless the state in which you reside offers a more favorable continuation.

The following applies only if you have been covered under the Plan for at least 3 months in a row. If you terminate employment, coverage may continue in force for you and your dependents; but only if:

• you are entitled to unemployment compensation benefits when you stop work;

• the termination of employment is involuntary;

• you agree to make contributions by the earlier of:

– 31 days after the date coverage would otherwise terminate; and

– 10 days after the date the Policyholder notifies you of the right to continue coverage;

– but not before 10 days following the date coverage would otherwise terminate.

The maximum period it may continue is 6 months after it would otherwise terminate.

Coverage will cease before the end of 6 months on the first to occur of:

• The date you are eligible for coverage under any group plan that provides like benefits or services.

• The date you fail to make the contributions needed.

• The date Health Expense Coverage discontinues as to employees of your former Employer.

Coverage for a dependent will cease earlier when the person:

• Ceases to be a defined dependent.

• Becomes eligible for other coverage under the group contract.

If any coverage being continued ceases, except for discontinuance of Health Expense Coverage, you may use the Conversion Privilege. If you do, you must apply for the personal policy within 31 days of the date the coverage ceases.

Virginia — Worker’s Compensation Exclusion
This Plan cannot exclude benefits for the following when Worker’s Compensation benefits are denied:

Non-Occupational Injury
A non-occupational injury is an accidental bodily injury that:

• does not arise out of (or in the course of) any work for pay or profit, or result in any way from an injury which does; or

• does arise out of (or in the course of) any work for pay or profit, but only if proof is furnished that the person is covered under any type of workers’ compensation law and;

– the Workers’ Compensation Commission denies benefits for the injury and the person does not request a review of the denial within 20 days; or

– the Workers’ Compensation Commission has, after review of an award, denied benefits for the injury; or

– the person is not covered for that injury under such law.

Non-Occupational Disease
A non-occupational disease is a disease that:

• does not arise out of (or in the course of) any work for pay or profit, or result in any way from a disease which does; or

• does arise out of (or in the course of) any work for pay or profit, but only if proof is furnished that the person is covered under any type of workers’ compensation law and;

– the Workers’ Compensation Commission denies benefits for the disease and the person does not request a review of the denial within 20 days; or

– the Workers’ Compensation Commission has, after review of an award, denied benefits for the disease; or

– the person is not covered for that disease under such law.

Page 22

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 24.

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 Aetna Life Insurance Company, 151 Farmington Avenue, Hartford, CT 06156.

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.
Aetna U.S. Healthcare control number is 727741.

8. Claims Notice of Decision:

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.

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 Aetna U.S. Healthcare, P.O. Box 14089, Lexington, KY 40512-4089 within 60 days of the initial denial of your claim. 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.

Page 23

TRW Executive Health Care Plan (EHCP)

10. Plan Termination:

TRW reserves the right 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 documents governing the Plan, including insurance contracts.

• Obtain, upon written request to the Administrator, copies of documents governing the Plan, including insurance contracts and updated summary plan description. The Administrator may make a reasonable charge for the copies.

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. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries.

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

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the Plan documents and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in federal court.

If Plan fiduciaries misuse 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 your Plan, you should contact the Plan Administrator. If you have any questions about this statement or your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the Plan Administrator or the nearest Area Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor listed in your telephone directory or contact the Division of Technical Assistance and Inquires, Pension and Welfare Benefits Administration, U.S. Department of Labor 200 Constitution Avenue, N.W. Washington D.C. 20210.

You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

Page 24

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
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 25 EX-10.L 6 l92392aex10-l.htm EX-10(L) NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10(l)

[TRW LOGO]

Nonqualified Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the first anniversary of the date of grant. After that you will be entitled to purchase up to 33-1/3% of the shares covered by this option, rounded down to the nearest whole share for each of the first two years, for each full year of your continuous employment with TRW Inc. (“TRW”) after the date of grant. The purchase rights accumulate as shown in the following table.

	Cumulative Maximum Percentage of
Number of Full Years of Continuous	Optioned Shares That May Be
Service After Date of Grant	Purchased
1 2 3	33-1/3% 66-2/3% 100%

Notwithstanding the foregoing, this option will immediately become exercisable in respect of all of the shares covered by this grant in the event of the termination of your employment in the following circumstances:

(a) your death;

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

(c) on or after the first anniversary of the date of grant of this option, (i) your retirement at age 60 or over or (ii) a divestiture of the business or product line in which you are employed provided you are then age 60 or over and eligible for retirement.

This option will also become immediately exercisable in respect of all the shares covered by this grant 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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.

2. Exercise in Whole or Part

To the extent this option has become exercisable, you may purchase on any date or dates all or any part of the shares which you are then entitled to purchase. However, no fractional shares may be purchased.

3. Term of Option

To the extent this option has become exercisable in accordance with Section 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised, your unexercised purchase rights will terminate upon the first to occur of (i) the end of such ten-year period or (ii) three months after the date on which your employment with TRW terminates. Notwithstanding the foregoing, in the following cases your unexercised purchase rights will terminate at the times set forth in the following clauses:

(a)	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 unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.
(b)	In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.
(c)	If your employment is terminated by your death or by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.
(d)	If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.
(e)	If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.
(f)	If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

The option price shall be payable at the time of exercise. The option price shall be paid at the Office of Secretary at TRW’s corporate headquarters or at any other place designated by the Secretary. The option price may be paid in cash, by delivery of full shares of TRW Common, by a cashless exercise, or in any combination of the foregoing, in accordance with such procedures and subject to such further conditions as the Secretary of TRW may establish from time to time. Notwithstanding the foregoing, the Compensation Committee of TRW at any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common.

Cash payments shall be made in United States dollars.

Shares delivered in payment of the option price shall be valued at their fair market value on the date of exercise. For purposes of this option, “fair market value” is the average of the high and low sales prices of a share of TRW Common on the date of exercise on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolutions of the Compensation Committee of TRW (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date

before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine. For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

Upon any exercise of this option, TRW may withhold delivery of certificates for the purchased shares until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of such exercise. 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, through a cashless exercise 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 purchased hereunder.

6. Securities Laws

This option shall not be exercisable if such exercise would violate any federal or state securities law. TRW will use its best efforts to make such filings and initiate such proceedings as may be necessary to prevent such violations unless the Directors of TRW determine, in their sole discretion, that such filings or proceedings would result in undue expense or hardship for TRW. TRW may place appropriate legends on the certificates for the optioned shares, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with those laws in connection with any exercise of this option or your resale of the optioned shares.

7. Transferability

This option is not transferable other than by will or the laws of descent and distribution and shall be exercisable during your lifetime only by you or your guardian or legal representative.

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 option, then such leave will not be treated as an interruption of your employment.

9. Adjustments

The Compensation Committee of TRW may make such adjustments in the option price and in the number or kind of shares of TRW Common or other securities covered by this option as it in its sole discretion 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. Certain Definitions

For purposes of this option, 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 option, a corporation or other entity in which TRW has a direct or indirect ownership interest.

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(a) This stock option is subject to all the terms and conditions of the TRW plan pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

(b) The program is discretionary and TRW can cancel or terminate it at any time. As such, the program does not create any contractual or other right to receive options or benefits in lieu of options in the future. Any future option grants, including but not limited to the timing of any grant, number of options, vesting provisions, and the exercise price, will be in TRW’s sole discretion.

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(d) The value of your TRW stock option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, your option is 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) Your vesting progress will end if your employment terminates before three years after the grant date for reasons other than those set forth in Section 1 hereof.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(g) 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 grant of options and administration of the program. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue your TRW stock option grant.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law.

EX-10.M 7 l92392aex10-m.htm EX-10(M) TRANSFERABLE NONQUAL. STOCK OPTION AGT

Exhibit 10(m)

[TRW LOGO]

Transferable Nonqualified Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the first anniversary of the date of grant. After that you will be entitled to purchase up to 33-1/3% of the shares covered by this option, rounded down to the nearest whole share for each of the first two years, for each full year of your continuous employment with TRW Inc. (“TRW”) after the date of grant. The purchase rights accumulate as shown in the following table.

	Cumulative Maximum Percentage of
Number of Full Years of Continuous	Optioned Shares That May Be
Service After Date of Grant	Purchased
1 2 3	33-1/3% 66-2/3% 100%

Notwithstanding the foregoing, this option will immediately become exercisable in respect of all of the shares covered by this grant in the event of the termination of your employment in the following circumstances:

(a) your death;

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

(c) on or after the first anniversary of the date of grant of this option, (i) your retirement at age 60 or over or (ii) a divestiture of the business or product line in which you are employed provided you are then age 60 or over and eligible for retirement.

This option will also become immediately exercisable in respect of all the shares covered by this grant 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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.

2. Exercise in Whole or Part

To the extent this option has become exercisable, you may purchase on any date or dates all or any part of the shares which you are then entitled to purchase. However, no fractional shares may be purchased.

3. Term of Option

To the extent this option has become exercisable in accordance with Section 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised, your unexercised purchase rights will terminate upon the first to occur of (i) the end of such ten-year period or (ii) three months after the date on which your employment with TRW terminates. Notwithstanding the foregoing, in the following cases your unexercised purchase rights will terminate at the times set forth in the following clauses:

(a)	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 unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.
(b)	In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.
(c)	If your employment is terminated by your death or by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.
(d)	If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.
(e)	If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.
(f)	If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

The option price shall be payable at the time of exercise. The option price shall be paid at the Office of Secretary at TRW’s corporate headquarters or at any other place designated by the Secretary. The option price may be paid in cash, by delivery of full shares of TRW Common, by a cashless exercise, or in any combination of the foregoing, in accordance with such procedures and subject to such further conditions as the Secretary of TRW may establish from time to time. Notwithstanding the foregoing, the Compensation Committee of TRW at any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common.

Cash payments shall be made in United States dollars.

Shares delivered in payment of the option price shall be valued at their fair market value on the date of exercise. For purposes of this option, “fair market value” is the average of the high and low sales prices of a share of TRW Common on the date of exercise on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolution of the Compensation Committee of TRW (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date

before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine. For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

Upon any exercise of this option, TRW may withhold delivery of certificates for the purchased shares until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of such exercise. 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, through a cashless exercise 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 purchased hereunder.

6. Securities Laws

This option shall not be exercisable if such exercise would violate any federal or state securities law. TRW will use its best efforts to make such filings and initiate such proceedings as may be necessary to prevent such violations unless the Directors of TRW determine, in their sole discretion, that such filings or proceedings would result in undue expense or hardship for TRW. TRW may place appropriate legends on the certificates for the optioned shares, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with those laws in connection with any exercise of this option or your resale of the optioned shares.

7. Transferability

This option is not transferable except (a) by will or the laws of descent and distribution, or (b) 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; provided, however, that there may be no consideration for any such transfer. For purposes of this agreement, “immediate family member” shall mean your spouse, children and grandchildren. Notwithstanding any transfer of this option pursuant to clause (b) of this Section 7, you will continue to be solely responsible for the taxes described in Section 5 of this agreement. Any option transferred pursuant to the terms of this Section 7 shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

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 option, then such leave will not be treated as an interruption of your employment.

9. Adjustments

The Compensation Committee of TRW may make such adjustments in the option price and in the number or kind of shares of TRW Common or other securities covered by this option as it in its sole discretion 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. Certain Definitions

For purposes of this option, 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 option, a corporation or other entity in which TRW has a direct or indirect ownership interest.

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(a) This stock option is subject to all the terms and conditions of the TRW plan pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

(b) The program is discretionary and TRW can cancel or terminate it at any time. As such, the program does not create any contractual or other right to receive options or benefits in lieu of options in the future. Any future option grants, including but not limited to the timing of any grant, number of options, vesting provisions, and the exercise price, will be in TRW’s sole discretion.

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(d) The value of your TRW stock option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, your option is 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) Your vesting progress will end if your employment terminates before three years after the grant date for reasons other than those set forth in Section 1 hereof.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(g) 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 grant of options and administration of the program. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue your TRW stock option grant.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law.

EX-10.N 8 l92392aex10-n.htm EX-10(N) DIRECTOR T'ABLE NONQUAL STOCK OPTION AGT

Exhibit 10(n)

[TRW LOGO]

Director Transferable Nonqualified
Stock Option Agreement

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the first anniversary of the date of grant. After that date, you will be entitled to purchase all of the shares covered by this option.

Notwithstanding the foregoing, in the event of the termination of your service as a Director due to your death, your permanent disability, your retirement or in the event of a change in control of TRW Inc. (“TRW”), this option will immediately become exercisable in respect of all of the shares covered by this grant. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.

2. Exercise in Whole or Part

To the extent this option has become exercisable, you may purchase on any date or dates all or any part of the shares which you are then entitled to purchase. However, no fractional shares may be purchased.

3. Term of Option

To the extent this option has become exercisable in accordance with paragraph 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised at the end of the 10-year period, your unexercised purchase rights will terminate.

4. Payment of Option Price

The option price shall be payable at the time of exercise. The option price shall be paid at the Office of Secretary at TRW’s corporate headquarters or at any other place designated by the Secretary. The option price may be paid in cash, by delivery of full shares of TRW Common, by a cashless exercise, or in any combination of the foregoing, in accordance with such procedures and subject to such further conditions as the Secretary of TRW may establish from time to time. Notwithstanding the foregoing, the Compensation Committee of TRW at any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common. Cash payments shall be made in United States dollars.

Shares delivered in payment of the option price shall be valued at their fair market value on the date of exercise. For purposes of this option, “fair market value” is the average of the high and low sales prices of a share of TRW Common on the date of exercise on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolution of the Compensation Committee of TRW (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine.

For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

Upon any exercise of this option, TRW may withhold delivery of certificates for the purchased shares until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of such exercise. 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, through a cashless exercise 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 purchased hereunder.

6. Securities Laws

This option shall not be exercisable if such exercise would violate any federal or state securities law. TRW will use its best efforts to make such filings and initiate such proceedings as may be necessary to prevent such violations unless the Directors of TRW determine, in their sole discretion, that such filings or proceedings would result in undue expense or hardship for TRW. TRW may place appropriate legends on the certificates for the optioned shares, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with those laws in connection with any exercise of this option or your resale of the optioned shares.

7. Transferability

This option is not transferable except (a) by will or the laws of descent and distribution, or (b) 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; provided, however, that there may be no

consideration for any such transfer. For purposes of this agreement, “immediate family member” shall mean your spouse, children and grandchildren. Notwithstanding any transfer of this option pursuant to clause (b) of this Section 7, you will continue to be solely responsible for the taxes described in Section 5 of this agreement.

Any option transferred pursuant to the terms of this Section 7 shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

8. Adjustments

The Compensation Committee of TRW may make such adjustments in the option price and in the number or kind of shares of TRW Common or other securities covered by this option as it in its sole discretion 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.

9. Miscellaneous

This stock option is subject to all the terms and conditions of the TRW plan pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

EX-10.O 9 l92392aex10-o.htm EX-10(O) STOCK OPTION AGT QUAL./LAWS OF FRANCE

Exhibit 10(o)

[TRW LOGO]

Stock Option Agreement Qualified

Under the Laws of France

TERMS AND CONDITIONS

1. Purchase Rights

This option cannot be exercised before the fifth anniversary of the date of grant. After that you will be entitled to purchase all of the shares covered by this option, provided that you have been continuously employed with TRW Inc. (“TRW”) since the date of grant. If the laws in France requiring that options be held for five years from the date of grant in order to qualify for favorable tax and social treatment applicable to stock options granted under the Law °70-1322 of December 31, 1970, as subsequently amended, are amended to require a holding period of less than five years, this option shall become exercisable upon the expiration of such shorter holding period, provided that you have been continuously employed with TRW since the date of grant; provided, however, that if such holding period shall be less than three years, this option shall become exercisable in accordance with whichever of the following schedules shall be applicable:

One-year holding period:

	Cumulative Maximum Percentage of
Number of Full Years of Continuous	Optioned Shares That May Be
Service After Date of Grant	Purchased
1 2 3	33-1/3% 66-2/3% 100%

Two-year holding period:

	Cumulative Maximum Percentage of
Number of Full Years of Continuous	Optioned Shares That May Be
Service After Date of Grant	Purchased
2 3	66-2/3% 100%

The number of shares that may be purchased in accordance with the foregoing schedules shall be rounded down to the nearest whole share for each of the first two years. Notwithstanding the foregoing, in the event of the termination of your employment due to your death or to your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), or in the event of a change in control of TRW, this option will immediately become exercisable in respect of all of the shares covered by this grant. For purposes of this agreement, a change in control is defined in resolutions adopted by the Compensation Committee of the Directors of TRW on February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.

2. Exercise in Whole or Part

To the extent this option has become exercisable, you may purchase on any date or dates all or any part of the shares which you are then entitled to purchase. However, no fractional shares may be purchased.

3. Term of Option

To the extent this option has become exercisable in accordance with Section 1 above, it may be exercised by you at any time during the 10-year period beginning on the date of grant. To the extent this option remains unexercised, your unexercised purchase rights will terminate upon the first to occur of (i) the end of such ten-year period or (ii) three months after the date on which your employment with TRW terminates. Notwithstanding the foregoing, in the following cases your unexercised purchase rights will terminate at the times set forth in the following clauses:

(a)	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 unexercised purchase rights will terminate as of the time you committed such act, as determined by the Directors.
(b)	In the event of a change in control of TRW (as defined in Section 1 hereof), your unexercised purchase rights will not under any circumstances be subject to termination before the end of the ten-year period beginning on the date of grant.
(c)	In the event of your death at any time during the term of this option, your unexercised purchase rights will terminate upon the earlier of (i) six months after the date of your death and (ii) ten years after the date of grant.
(d)	If your employment is terminated by your disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan), your unexercised purchase rights will continue for the remainder of the 10-year period.
(e)	If your employment is terminated by your retirement at age 55 or over, your unexercised purchase rights will continue for the remainder of the 10-year period.
(f)	If your employment with TRW terminates due to a divestiture of the business or product line in which you are employed, your unexercised purchase rights will terminate 12 months after the date your employment terminates.
(g)	If you are age 55 or over and your employment is involuntarily terminated, your unexercised purchase rights will continue for the remainder of the 10-year period, notwithstanding clause (e) above.

Nothing contained in this agreement shall extend this option beyond a 10-year period or shall limit whatever right TRW or a subsidiary might otherwise have to terminate your employment at any time.

4. Payment of Option Price

The option price shall be payable at the time of exercise. The option price shall be paid at the Office of Secretary at TRW’s corporate headquarters or at any other place designated by the Secretary. The option price may be paid in cash, by delivery of full shares of TRW Common, by a cashless exercise, or in any combination of the foregoing, in accordance with such procedures and subject to such further conditions as the Secretary of TRW may establish from time to time. Notwithstanding the foregoing, the Compensation Committee of TRW at

any time may suspend or terminate your right to pay any or all of the option price in shares of TRW Common.

Cash payments shall be made in United States dollars.

Shares delivered in payment of the option price shall be valued at their fair market value on the date of exercise. For purposes of this option, “fair market value” is the average of the high and low sales prices of a share of TRW Common on the date of exercise on the New York Stock Exchange Composite Transactions Listing as reported by the New York Stock Exchange or such other source as may be approved by resolution of the Compensation Committee of TRW (or if there are no sales on such date, then the closing sale price on such Listing on the nearest date before the date of exercise) or such other method or procedure for determining fair market value as the Compensation Committee of TRW in its sole discretion may determine. For purposes of this option, the “date of exercise” is the date on which written notice, accompanied by the option price, is received by the Secretary of TRW or his designee that you have elected to exercise all or part of this option.

5. Taxes

Upon any exercise of this option, TRW may withhold delivery of certificates for the purchased shares until you make arrangements satisfactory to TRW to pay any withholding, transfer or other taxes due as a result of such exercise. 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, through a cashless exercise 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 purchased hereunder.

6. Securities Laws

This option shall not be exercisable if such exercise would violate any federal or state securities law. TRW will use its best efforts to make such filings and initiate such proceedings as may be necessary to prevent such violations unless the Directors of TRW determine, in their sole discretion, that such filings or proceedings would result in undue expense or hardship for TRW. TRW may place appropriate legends on the certificates for the optioned shares, give stop-transfer instructions to its transfer agents or take any other action to achieve compliance with those laws in connection with any exercise of this option or your resale of the optioned shares.

7. Transferability

This option is not transferable other than by will or the laws of descent and distribution and shall be exercisable during your lifetime only by you or your guardian or legal representative.

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 option, then such leave will not be treated as an interruption of your employment.

9. Adjustments

The Compensation Committee of TRW shall make adjustments in the option price and the number or kind of shares of TRW Common or other securities covered by this option only in accordance with the terms of the TRW plan and the French sub-plan thereunder, pursuant to which this stock option is granted.

10. Certain Definitions

For purposes of this option, 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 option, a corporation or other entity in which TRW has a direct or indirect ownership interest.

11. Miscellaneous

By participating in the TRW stock option program, you understand and agree to the following conditions:

(a) This stock option is subject to all the terms and conditions of the TRW plan, including the French sub-plan thereunder, pursuant to which it is granted. The Compensation Committee of TRW has authority to interpret and construe any provision of this instrument and the TRW plan and the French sub-plan thereunder pursuant to which this stock option is granted, and any such interpretation and construction shall be binding and conclusive. Any reference in this option to the Directors of TRW includes the Executive Committee of the Directors.

(b) The program is discretionary and TRW can cancel or terminate it at any time. As such, the program does not create any contractual or other right to receive options or benefits in lieu of options in the future. Any future option grants, including but not limited to the timing of any grant, number of options, vesting provisions, and the exercise price, will be within TRW’s sole discretion.

(c) Your participation in the TRW stock option program is completely voluntary and is not a condition or right of your employment.

(d) The value of your TRW stock option is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, your option is 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) Your vesting progress will end if your employment terminates before five years after the grant date, or such shorter period prescribed in Section 1 hereof, for reasons other than death, disability for a period of more than twelve months (as defined in the TRW U.S. Long-Term Disability Plan) or a change in control of TRW.

(f) The future value of the TRW stock is unknown and cannot be predicted with any certainty. If the TRW stock does not increase in value, the option will have no value.

(g) 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 grant of options and administration of the program. You also waive any data privacy rights you might have with respect to such information about you, which is needed to issue your TRW stock option grant.

(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way transferred or alienated, except as otherwise explicitly provided in the Stock Option Agreement.

(i) The TRW stock option program is governed by and subject to U.S. law. Interpretation of the program and your rights thereunder will be governed by provisions of U. S. law. EX-10.P 10 l92392aex10-p.htm EX-10(P) U.S. LONG-TERM RESTRICTED STOCK AGT

Exhibit 10(p)

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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.Q 11 l92392aex10-q.htm EX-10(Q) NON-U.S. LONG-TERM RESTRICTED STOCK AGT

Exhibit 10(q)

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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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.R 12 l92392aex10-r.htm EX-10(R) RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10(r)

TRW Restricted Stock Unit Agreement

TERMS AND CONDITIONS

1. General

The Restricted Stock Units issued to you pursuant to this Agreement shall be subject to the terms and conditions described herein. The Restricted Stock Units are issued pursuant to the 2000 TRW Long-Term Incentive Plan.

2. Vesting

The Restricted Stock Units will vest in two installments as follows: (i)       percent of the Restricted Stock Units will vest on the      anniversary of the date of grant and (ii) the remaining      percent of the Restricted Stock Units will vest when you reach age      ; 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, the risk of forfeiture of the vested Restricted Stock Units shall lapse.

Notwithstanding the foregoing, all these Restricted Stock Units will vest immediately 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).

These Restricted Stock Units will also vest immediately 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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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 Restricted Stock Units 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 the unvested Restricted Stock Units. Upon notice of termination of your employment, all unvested Restricted Stock Units issued pursuant to this Agreement will be automatically and immediately forfeited.

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 Restricted Stock Units will be automatically forfeited as of the time you committed such act, as determined by the Directors.

4. Dividends

From and after the date of issuance of the Restricted Stock Units until such time as the Restricted Stock Units shall be forfeited or shall vest, each in accordance with the terms of this Agreement, you will be entitled to rights to dividends on shares of TRW Common Stock (if and as declared and paid). Such dividends shall be deemed to be reinvested in additional Restricted Stock Units on the date of payment of such dividend, and shall be accounted for separately with respect to the two applicable vesting dates. The number of Restricted Stock Units deemed issued to you on a dividend payment date shall be calculated as the product of (i) the number of Restricted Stock Units then issued to you pursuant to this Agreement (including Restricted Stock Units previously deemed issued pursuant to this Section 4) multiplied by (ii) the dividend amount per share, divided by the fair market value of a

share of TRW Common Stock on the date the dividend is paid. For purposes of this Agreement, the “fair market value” is the average of the high and low sales prices of a share of TRW Common Stock on the New York Stock Exchange on the date the dividend is paid, as reported by the New York Stock Exchange (or if there are no sales on such date, then the closing sale price on such listing on the nearest date before the date the dividend is paid).

Other than such dividend equivalent and reinvestment rights, the Restricted Stock Units issued to you pursuant to this Agreement shall not entitle you to any rights of ownership of shares of TRW Common Stock, including but not limited to voting rights. Restricted Stock Units deemed issued pursuant to this Section 4 shall vest or be forfeited on the same date that the applicable Restricted Stock Units initially issued pursuant to this Agreement vest or are forfeited. TRW shall provide you with a statement of the number of Restricted Stock Units issued to you pursuant to this Agreement after any dividend payment on TRW Common Stock, which shall specify the number of Restricted Stock Units applicable to each scheduled vesting date.

5. Deferral

You may elect to defer payment of all (but not a portion) of the shares of TRW Common Stock deliverable pursuant to this Agreement on a particular vesting date until your retirement or other termination of employment from TRW (as a result of your death, disability for a period of more than twelve months, or the voluntary or involuntary termination of your employment for any reason). To elect such a deferral, the form attached hereto as Exhibit A or B, as applicable (or such other form as may be approved by the Compensation Committee of TRW Directors) executed by you (the “Deferral Election”) must be received by the Secretary of TRW before the third anniversary of the date of grant or before you reach age      , as the case may be. Any such election will be irrevocable. In the event you make a Deferral Election, dividends paid on TRW Common Stock on or after the date of such deferral[through the date of settlement pursuant to Section 6 shall continue to be deemed to be reinvested in additional Restricted Stock Units in accordance with the provisions of Section 4. Such additional Restricted Stock Units will (with respect to vested Restricted Stock Units) vest immediately upon the applicable dividend payment date.

6. Settlement

At the time of settlement of vested Restricted Stock Units, you shall be entitled to receive, provided you have satisfied all tax obligations with respect to such shares as required by this Agreement, payment in the form of shares of TRW Common Stock in an amount (rounded down to the nearest whole share) equal to the number of Restricted Stock Units which have vested (including pursuant to Section 4 of this Agreement). The shares shall be registered in your name or your estate or administrator, as the Chairman of the Compensation Committee of TRW Directors deems appropriate.

The timing of such settlement shall be as follows:

(a)  If you have not made a Deferral Election pursuant to Section 5, settlement with respect to vested Restricted Stock Units shall occur upon vesting pursuant to Section 2 of this Agreement, unless such vesting occurs as a result of your death or your disability for a period of more than twelve months.

(b)  If your employment terminates a result of your death or your disability for a period of more than twelve months, settlement shall occur in full on the last business day in the first full month of January following such termination of employment, whether or not you have made the Deferral Election.

(c)  Settlement shall occur in full immediately upon a change of control of TRW (as such term is used in Section 2), whether or not you have made the Deferral Election.

(d)  If you have made a Deferral Election, settlement shall occur with respect to the Restricted Stock Units to which that Deferral Election applies as follows: (i) In the case of your termination for other than retirement, settlement shall occur in full on the last business day in the first full month of January following your termination of employment. (ii) If your termination is due to your retirement from TRW, the normal form of payout will be in ten annual installments beginning the last business day of the first full January following your retirement; however, you may petition the Chairman of the Compensation Committee of TRW Directors, at least three months prior to the date of your retirement, to change such settlement into annual installments from two to nine years or in a single sum. In the event of your death after payouts in installments following your retirement have begun pursuant to this clause (d)(ii), payouts will continue to be made in installments until paid out completely, except in the event of a change of control of TRW, in which case final settlement shall occur immediately upon a change of control.

7. Taxes

TRW may withhold delivery of certificates for the shares of TRW Common Stock, if any, 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 to pay a portion

or all of the amount of required withholding taxes in cash or in shares of TRW Common Stock, either by delivering to TRW previously held shares of TRW Common Stock or by having shares of TRW Common Stock withheld from the shares issued upon settlement.

8. Securities Laws

TRW may place appropriate federal and state securities law legends on the certificates for the shares of TRW Common Stock issued upon settlement, 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 TRW Common Stock pursuant to this Agreement or your resale of such shares.

9. Transferability

The Restricted Stock Units are not transferable other than by will or the laws of descent and distribution.

10. Leaves of Absence

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

11. Adjustments

The Compensation Committee of TRW may make such adjustments in the number or kind of shares of TRW Common Stock or other securities deemed issued for dividend reinvestment purposes or deliverable upon settlement as it in its sole discretion 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.

12. Miscellaneous

By accepting the Restricted Stock Units, you understand and agree to the following conditions:

(a)  The Restricted Stock Units 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 Restricted Stock Units pursuant to this Agreement does not create any contractual or other right to receive Restricted Stock Units (except pursuant to reinvestment of dividend equivalents on TRW Common Stock pursuant to the terms of this Agreement) or benefits in lieu of Restricted Stock Units in the future. Any future restricted stock unit grants, including but not limited to the timing of any grant, number of units and vesting provisions will be in TRW’s sole discretion.

(c)  Your acceptance of the Restricted Stock Units is completely voluntary and is not a condition or right of your employment.

(d)  The value of the Restricted Stock Units and any dividend equivalent rights 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)  The Restricted Stock Units may not be assigned, sold, encumbered or in any way transferred or alienated, except as otherwise explicitly provided in this Agreement.

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

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

EX-10.S 13 l92392aex10-s.htm EX-10(S) DEF COMP PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit 10(s)

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS OF TRW INC.

Amended and Restated as of:

February 28, 2002

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.

– 5 –

      (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

– 6 –

 (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.

– 7 –

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 Committee of the Directors of the Company on February 28, 2002, will be deemed to have occurred if:

(i) The Company or any direct or indirect subsidiary of the Company 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 the securities of the Company entitled to vote generally in the election of Directors (“Voting Stock”) outstanding immediately prior to such merger, consolidation or reorganization do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or reorganization;

– 8 –

(ii)	The Company 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 Company 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 acquired beneficial ownership (as the term “beneficial ownership” 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 Company, other than pursuant to any acquisition of securities by the Company or any of its subsidiaries;
(iv)	The Company 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 Company has occurred; or
(v)	The following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on February 28, 2002, constitute the Directors of the Company and any new Director of the Company (other than a Director of the Company (A) whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors of the Company and (B) who was nominated as a Director of the Company by a person other than the Company) whose appointment, election or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company on February 28, 2002 or whose appointment, election or nomination for election was previously so approved or recommended.

– 9 –

Notwithstanding the foregoing provisions of clauses (iii) and (iv) above, a Change in Control shall not be deemed to have occurred solely because (A) the Company, (B) an entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, 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 Company, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has occurred by reason of such beneficial ownership by the entities described in clauses (A), (B) and (C) of this paragraph.

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.

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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.

– 11 – EX-10.V 14 l92392aex10-v.htm EX-10(V) FORM OF EMPLOYMENT CONTINUATION AGT

Exhibit 10(v)

AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT

                           This AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT (this “Agreement”), is made and entered into as of [DATE], by TRW INC., an Ohio corporation (the “Company”), and                     (the “Executive”).

W I T N E S S E T H :

                  WHEREAS, the Executive presently is the                     of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company;

                  WHEREAS, the Company recognizes 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 Company wishes to assure itself of both present and future continuity of management in the event of any Change in Control;

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

                  WHEREAS, the Company and the Executive are parties to an Employment Continuation Agreement (the “Prior Agreement”) providing certain benefits in the event of a Change in Control and the Company and the Executive desire to amend and restate the Prior Agreement; and

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

                  NOW, THEREFORE, 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 to the contrary notwithstanding (except for the provisions of Section 1(d)), this Agreement shall not be operative unless and until there shall have occurred a Change in Control. 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 Company or any direct or indirect subsidiary of the Company 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 the securities of the Company entitled to vote generally in the election of Directors (“Voting Stock”) outstanding immediately prior to such

merger, consolidation or reorganization do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or reorganization;

                           (ii) The Company 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 Company 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 acquired beneficial ownership (as the term “beneficial ownership” 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 Company, other than pursuant to any acquisition of securities by the Company or any of its subsidiaries;

                           (iv) The Company 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 Company has occurred; or

                           (v) The following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on February 28, 2002, constitute the Directors of the Company and any new Director of the Company (other than a Director of the Company (A) whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors of the Company and (B) who was nominated as a Director of the Company by a person other than the Company) whose appointment, election or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company on February 28, 2002 or whose appointment, election or nomination for election was previously so approved or recommended.

                  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 Company, (B) an entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, or any entity holding shares of Voting Stock for or pursuant to the terms

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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 Company, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has occurred 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, 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, 200[4] or (ii) the expiration of the Period of Employment (as that term is hereafter defined); provided, however, that (i) commencing on June 1, 200[2] 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 Company 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 14 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an elected officer or assistant officer of the Company, thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and have no further effect.

                           (d) The Executive agrees that from and after February 28, 2002, the definition of Change in Control set forth in this Agreement shall apply for purposes of all outstanding equity-based and other long-term incentive awards held by the Executive (including, but not limited to, stock options, restricted stock, restricted stock units and awards under the Company’s Strategic Incentive Program (“SIP”)) which contain change in control provisions.

                  2.      Employment; Period of Employment.

                           (a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change in Control, the Company shall continue the Executive in its employ and the Executive shall remain in the employ of 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 Company and the Executive may hereafter mutually agree in writing. So long as the Executive remains in the employ of 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 Company as in effect for executives immediately prior to the Change in Control) to the business and affairs of the Company, 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.

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                           (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 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 Company, payable monthly or otherwise as in effect immediately prior to a Change in Control (“Base Pay”) and (ii) an annual amount, payable at the time that annual bonuses are paid to officers of the Company based on the Company’s practice immediately prior to the Change in Control, 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 Company 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 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 benefit policies, plans, programs or arrangements in which executives of the Company participate immediately prior to the Change in Control or during the Period of Employment, including without limitation the TRW Salaried Pension Plan (“Retirement Plan”), the TRW Nonqualified Supplementary Retirement Income Plan (“SRIP”), the TRW Benefits Equalization Plan (“BEP”), the TRW Supplemental Executive Retirement Plan, the TRW Employee Stock Ownership and Stock Savings Plan (“ESOSP”), the TRW Long-Term Disability Benefits Plan (the “Disability Plan”), the TRW Deferred Compensation Plan (the “DCP”) and any executive automobile, stock option, stock purchase, stock appreciation, performance improvement, long-term incentive, medical or health, life insurance, vacation, disability, salary continuation and any other retirement income or welfare benefit policy, plan, program or arrangement or any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the Company or any successor thereto providing benefits and other perquisites at least as great as are payable thereunder prior to a Change in Control (collectively, “Employee Benefits”). If and to the extent that any such

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Employee Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company as a result of the amendment or termination thereof, the Company shall itself pay or provide therefor. Nothing in this 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 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 Company 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 Company;

                           (B) intentional wrongful damage to the property of the Company;

                           (C) intentional wrongful disclosure of secret processes or confidential information of 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 Company;

         and any such act shall be determined by the Directors of the Company as hereafter provided to have been materially harmful to 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 Company.

                                    Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” 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

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thereof in detail; provided, however, that in the event of a dispute as to whether Cause exists, no claim by the Company that Cause exists shall be given effect unless the Company establishes by clear and convincing evidence that Cause exists. 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 Company 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 Company 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 Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company (or any successor thereof) if the Executive shall have been a Director of the Company immediately prior to the Change in Control or, if the Executive was an executive officer of the Company immediately prior to the Change in Control, the failure of the Executive to be an executive officer of a public company following such 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 Company which the Executive had immediately prior to the Change in Control, a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Company, 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 Company 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 Company by clear and convincing evidence) that a change in circumstances has

6

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 Company of written notice from the Executive of such determination;

                           (D) The liquidation, dissolution, merger, consolidation or reorganization of the Company 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 and obligations of the Company under this Agreement pursuant to Section 8 hereof;

                           (E) The relocation of the Company’s principal executive offices or the requirement by the Company 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 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 Company 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 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.

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                                      (d) A termination by the Company 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 arrangement of 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 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 Company hereunder with respect to his prior or any future employment by the Company.

                                    (e) The Company 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 Company 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 Company 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 (to be determined by the Accounting Firm, as defined in Section 6(b) hereof, 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 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 Company 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 (or fully earned)

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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 (or fully earned) 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 (or fully earned) 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 Company 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 equity and long-term incentive benefits and other than Employee Benefits providing Base Pay, Incentive Pay and the Employee Benefits to be provided pursuant to Sections 5(a)(ii) and 5(a)(iv) hereof (based upon the highest annual aggregate rate that the Executive received Employee Benefits 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 Employee Benefits 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 Company continued for the longer of such periods;

                           (ii) The Company shall pay or cause to be paid to the Executive, within five business days after the Termination Date, a lump sum payment equal to the sum of the following:

                           (A) The present value of the benefit that would be payable to the Executive from the SRIP, commencing at the earliest time permissible under the SRIP, assuming, solely for the purposes of the SRIP (but not for purposes of the Retirement Plan), that (I) the SRIP contained no vesting requirements, (II) the Executive was credited with additional service with the Company equal to the remaining Period of Employment or two years, whichever is the longer period, (III) the Executive’s age was increased in an amount equal to the remaining Period of Employment or two years, whichever is the longer period, and (IV) the Executive’s final average compensation was determined by including the compensation that would have been paid to the Executive for a period equal to the remaining Period of Employment or two years, whichever is the longer period, had his employment with the Company continued for the longer of such periods, if the Executive’s annual compensation for such period was the sum of the amounts described in Sections 5(a)(i)(A) and 5(a)(i)(B) and such amounts were included as compensation for purposes of the SRIP, such present value to be determined using the applicable mortality table promulgated by the IRS under Section 417(e)(3) of the Code in effect on the Termination Date and the applicable interest rate promulgated by the 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 promulgate such interest rates, the last such interest rate so promulgated. The Executive hereby waives, in

9

consideration of, and subject to receipt of, the payment contemplated by this Section 5(ii)(A), any payments under the provisions of the SRIP.

                           (B) The amount credited to the Executive’s Account (as such term is defined in the BEP) under the BEP. The Executive hereby waives, in consideration of, and subject to receipt of, the payment contemplated by this Section 5(ii)(B), any payments under the provisions of the BEP.

                           (C) The amount of TRW Matching Contributions (as such term is defined in the ESOSP) that would have been contributed to the ESOSP on behalf of the Executive for the remaining Period of Employment or two years, whichever is the longer period, had his employment with the Company continued for the longer of such periods, if (I) the Executive’s employment had not been terminated, (II) the Executive had received Base Pay and Incentive Pay during such period at the rates or in the amounts described in Section 5(a)(i) hereof, (III) the ESOSP did not contain provisions implementing the requirements of Sections 401(a)(4), 401(a)(17), 401(k), 401(m), 402(g), and 415 of the Code or any other provisions of the Code limiting the amount of contributions that may be made to the ESOSP by or on behalf of the Executive and (IV) the Executive had elected to contribute the maximum amount of Before-Tax Contributions (as such term is defined in the ESOSP) permitted to be contributed to the ESOSP for such period.

                           (D) The amounts (including interest through the Termination Date) credited to the Executive’s Account (as such term is defined in the DCP) under the DCP. The Executive acknowledges that the Executive’s receipt of the payment contemplated by this Section 5(a)(ii)(D) shall discharge the Company’s obligations to the Executive under the DCP.

                     The Executive and the Company acknowledge that references in this Section 5(a)(ii) to the Retirement Plan, the ESOSP, the BEP, the SRIP and the DCP shall be deemed to be references to such plans as amended or restated from time to time and to any similar plan of the Company that supplements or supersedes any such plans; provided that any amendment following a Change in Control that reduces benefits under the Retirement Plan, the ESOSP, the BEP, the SRIP or the DCP (or any similar plan of the Company that supplements or supersedes any of such plans) in any way (including without limitation by reducing the rate of benefit accruals or contribution levels under any of such plans, or by changing the basis upon which actuarial equivalents are determined under any such plans) shall be disregarded for purposes of this Section 5(a)(ii). In addition, the Executive and the Company acknowledge that references in this Section 5 to any Section of the Code shall be deemed to be references to such Section as amended from time to time or to any successor thereto.

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                           (iii) The Company 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 17 hereof); and

                           (iv) The Company shall arrange to provide to the Executive, for the remainder of the Period of Employment or two years, whichever is the longer period, with Employee Benefits consisting of life insurance (other than split-dollar life insurance), medical, health, disability and similar welfare benefits (and not stock option, stock purchase, stock appreciation or similar equity or long-term incentive benefits) which the Executive was receiving or entitled to receive during the Period of Employment. 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 Company (i) solely due to the fact that the Executive is no longer an officer or employee of the Company or did not continue as an officer or employee of the Company during the remainder of the Period of Employment or (ii) as a result of the amendment or termination of any such Employee Benefit, the Company shall itself pay or provide for the payment of such Employee Benefits to the Executive, his dependents and beneficiaries. Without otherwise limiting the purposes or effect of Section 7 hereof, Employee Benefits payable to the Executive (including his dependents and beneficiaries) pursuant to this Section 5(a)(iii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive (including his dependents and beneficiaries) from another employer during such period, and any such benefits actually received by the Executive shall be reported by the Executive to the Company.

                           (b) Upon a termination of employment as described in Section 5(a) hereof, the Company shall pay to the Executive, within five business days after the Termination Date, (i) an amount equal to the product of (A) 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 Company continued until the end of such year and (B) a fraction, the numerator of which equals the number of days in the calendar year through the Termination Date and the denominator of which equals 365 (the “Pro Rata Fraction”) and (ii) in addition to any amounts paid or payable under the SIP, an amount equal to the product of (A) the highest amount earned by the Executive under the SIP (or any successor thereto) in any single calendar year with respect to grants (or portions thereof) under such plan that settled in the three calendar years ending with the year in which the Change in Control occurred (excluding any such grants that became payable upon a Change in Control) and (B) the Pro Rata Fraction.

                           (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.

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                           (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company 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 Company shall deposit in trust, pursuant to certain trust agreements to which the Company 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 Company 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 Company and shall have no right to, or security interest in, any assets of the Company.

                  6.      Certain Additional Payments by the Company.

                           (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative, whether or not the Executive’s employment with the Company subsequently terminates, and it shall be determined (as hereafter provided) that any payment or distribution by the Company 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 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 Company 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 Company or the

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Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company 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 Company within such 15 calendar-day period shall be binding upon the Company 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 Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company 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 Company and the Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive within three calendar days after receipt of such determination and calculations.

                           (c) The Company 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 Company 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 Company 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 Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company 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 Company 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 Company or (ii) the date that any payment of taxes with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

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

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                           (ii) take such action in connection with contesting such claim as the Company 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 Company;

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

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

provided, however, that the Company 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 Company 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 Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company 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 with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’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 Company pursuant to Section 6(e) hereof, the Executive receives any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 6(e) hereof) promptly pay to the Company 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 Company 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 Company 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

14

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 Company hereby acknowledges that it will be difficult, and may be impossible, for the Executive to find reasonably comparable employment following the Termination Date. In addition, the Company acknowledges that its severance pay plans and policies applicable in general to its 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 Company 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.

                  8.      Successors and Binding Agreement.

                           (a) 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 Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement and each of the Company’s obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable or delegable by 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 neither of the parties hereto shall, without the consent of the other, 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 Company shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred.

                           (d) 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 Company and the

15

Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

                  9.      Notice. For all purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt.

                  10.      Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.

                  11.      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 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.

                  12.      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 which shall remain in full force and effect.

                  13.      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

                  14.      Employment Rights. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Executive to have the Executive continue as an officer or assistant officer of the Company or to remain in the employment of 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 Company 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.

                  15.      Withholding of Taxes. The Company 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.

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                  16.      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 Company, in the management of any business enterprise if such enterprise engages in substantial and direct competition with the Company and such enterprise’s sales of any product or service competitive with any product or service of the Company amounted to 25% of such enterprise’s net sales for its most recently completed fiscal year and if the Company’s net sales of said product or service amounted to 25% of the Company’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.

                  17.      Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement (or with respect to any compensation or benefit, including but not limited to split-dollar life insurance, under any employee benefit plan, agreement or arrangement, the payment or vesting of which is accelerated upon the occurrence of a Change in Control (“Change in Control Benefits”)) 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 (and by the Change in Control Benefits). Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement (or has failed to provide any portion of the Change in Control Benefits) or in the event that the Company or any other person takes any action to declare the Agreement (or any Change in Control Benefits) 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 (or by any Change in Control Benefits), the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice, at the expense of the Company 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 Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and any such counsel, the Company irrevocably consents to the Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The Company 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 the Company’s failure to perform this Agreement or any provision hereof (or the failure to provide any portion of the Change in Control Benefits) or (ii) as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision hereof (or any Change in Control Benefits or any provision thereof) as aforesaid.

                  18.      Prior Agreement. This Agreement amends and restates in its entirety the Employment Continuation Agreement,
dated                      , between the Company and the Executive.

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         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first set forth above.

TRW INC.
By:
	Name Title
Executive

18 EX-10.W 15 l92392aex10-w.htm EX-10(W) TRW DEFERRED COMPENSATION PLAN

Exhibit 10(w)

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, 2002, 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, Prior Plan Credit or compensation mandatorily deferred pursuant to the terms of an Other Grant. Notwithstanding any provision of the Plan to the contrary, if the terms of an Other Grant provide that rights to such Other Grant and/or the earnings on such Other Grant is subject to the satisfaction of any condition, for purposes of Article V of the Plan, the Account balance shall not be deemed to include the amounts subject to such condition until those conditions are met, as determined by the Committee, the Special Committee, or the person or persons designated to make such determination in the terms of the Other Grant.

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 Affiliate Plan. An unfunded non-qualified deferred compensation plan maintained by an Affiliate for a select group of executive, managerial or professional employees.

1.4 Beneficiary. The person, persons or entity entitled under Article VI to receive any Plan Benefits payable after a Participant’s death.

1.5 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.

1.6 Committee. The Compensation Committee of the Directors.

1.7 Corporation. TRW or an Affiliate of TRW.

1.8 Date of Deposit. The Determination Date immediately preceding the date that, but for the Deferral Election, the Incentive Compensation would be paid, or, with respect to compensation mandatorily deferred pursuant to the terms of an Other Grant, the date on which such compensation is deferred.

1.9 Deferral Election. An election pursuant to Article III by an Eligible Employee to defer receipt of all or part of his or her Incentive Compensation.

1.10 Deferred Compensation. (a) The portion of Incentive Compensation or the portion of an Other Grant which an Eligible Employee elects to defer pursuant to a Participation Agreement, (b) any Prior Plan Credit and (c) any portion of an Other Grant mandatorily deferred pursuant to the terms of such Other Grant.

1.11 Determination Date. Daily.

1.12 Directors. The Directors of TRW.

1.13 Effective Date. July 28, 1993, the effective date of the establishment of the Plan.

1.14 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 time Incentive Compensation would be paid or at the end of the year for which Incentive Compensation would be payable; 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 time Incentive Compensation would be paid or at the end of the year for which Incentive Compensation would be payable; 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. Notwithstanding the foregoing, the Special Committee or its delegate may determine that an employee’s participation in the Plan

2

must cease in order to preserve the Plan’s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and may take such action as it deems appropriate in connection with such a determination, including determining that a person is not or is no longer an Eligible Employee.

1.15 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.

1.16 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 1.16.

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 or Other Grant that, but for a Deferral Election or mandatory deferral 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 Other Grant. A cash award payable to an Eligible Employee, other than an Incentive Bonus or Strategic Grant, that the Chief Executive Officer (or the Committee,

3

if the Eligible Employee is an Executive Officer) designates as being eligible for deferral under the Plan or mandatorily deferrable under the Plan. Such designation shall be subject to a determination by the Vice President — Taxation that such deferral would effectively defer the inclusion of such award in the Eligible Employee’s taxable income under applicable law.

1.22 Other Grant Sub-Account. A Sub-Account of a Participant’s Account established pursuant to Section 4.3, to which there shall be credited Deferred Compensation mandatorily deferred pursuant to the terms of an Other Grant or the portion of a single Other Grant that a Participant elects to defer under the Plan, and all Interest and/or Investment Fund Returns accrued thereon or charged thereto, as to which the Plan Benefit is intended to be payable in accordance with the payout terms provided for with respect to such Other Grant or, if applicable, the Participant’s elections with respect thereto. A separate Other Grant Sub-Account shall be maintained with respect to each Other Grant; provided, however, that if two or more Other Grant Sub-Accounts:

     i. contain the same restrictions (or lack thereof) on investment alternatives available under the Plan with respect to such Other Grant,

     ii. contain the same (or absence of) conditions to vesting, and

     iii. provide for Plan Benefits to be payable in accordance with an identical payout schedule,

then such Other Grant Sub-Accounts shall be considered a single Other Grant Sub-Account for purposes of this Plan.

1.23 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 does not have in place an effective Deferral Election so long as he retains, under the Plan, an interest in an Account under the Plan.

1.24 Participation Agreement. An agreement between TRW and a Participant setting forth the Participant’s Deferral Election.

1.25 Plan. This Deferred Compensation Plan, as it may be amended from time to time.

1.26 Plan Benefit. The benefit payable to a Participant in accordance with Article V hereof.

1.27 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

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of less than twelve months beginning January 1 and ending on the date the Plan is terminated.

1.28 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 except with respect to Pre-Retirement Payment Sub-Accounts attributable to Prior Plan Credits, 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. All or a portion of a Prior Plan Credit may be credited to a Pre-Retirement Payment Sub-Account pursuant to Section 8.2.

1.29 Prior Plan Credit. The amount credited to a Participant’s Account as a result of a merger of an Affiliate Plan into the Plan pursuant to Section 8.2.

1.30 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. All or a portion of a Prior Plan Credit may be credited to a Retirement Payment Sub-Account pursuant to Section 8.2.

1.31 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.

1.32 Special Committee. The committee composed of the Executive Vice President - 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 and which is authorized to take such other actions as are specified by the Plan.

1.33 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).

1.34 Sub-Account. A Pre-Retirement Payment Sub-Account, a Retirement Payment Sub-Account or an Other Grant Sub-Account.

1.35 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).

1.36 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. The Special Committee or its delegate may determine that an employee’s participation in the Plan must cease in order to preserve the Plan’s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and may take such action as it deems appropriate in connection with such a determination. 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 Executive Vice President — 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 Executive Vice President — 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 Executive Vice President — 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 Executive Vice President — Human

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Resources, (ii) set forth whether the Participant is requesting an early payout because of a Financial Hardship or a change of payout upon retirement, (iii) set forth the reasons for such request, including in detail the Financial Hardship or the circumstances that necessitate the change of payout upon retirement, (iv) in the case of a request as a result of a Financial Hardship set forth the amount of such Participant’s Account that the Participant wishes to be paid and the Sub-Accounts from which such early payout shall be made and (v) in the case of a change of payout at retirement set forth the manner in which the Participant wishes to receive payout (e.g., single sum or in 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 and subject to the terms specified by an Other Grant, any person who is an Eligible Employee may participate in the Plan by executing and filing with the Executive Vice President — Human Resources (or, if indicated by TRW, the Service Provider) a Participation Agreement.

     (b) In each Participation Agreement, the Eligible Employee shall specify:

     (i) the percentage of Incentive Bonus, Strategic Grant or Other Grant, as applicable, 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 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.

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     (c) Before September 30 of each Plan Year or, if required by the terms of an Other Grant, before such date as specified by the Chief Executive Officer or the Committee, each Eligible Employee who elects to become a Participant shall file with the Executive Vice President - 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 or her Other Grant (if applicable), Strategic Grant and his Incentive Bonus; provided, however, that, to the extent that the Eligible Employee chooses to defer a percentage of his Other Grant, Incentive Bonus and/or Strategic Bonus, each Deferral Election, to be effective, must be in increments of 1% for each of the Other Grant, Strategic Grant and Incentive Bonus, which election percentages do not need to be identical . The terms of an Other Grant may specify the percentage of the Other Grant that is deferred without the requirement for a Deferral Election by the Eligible Employee.

3.3 Modification of Deferral Election.

     (a) 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 with respect to an Incentive Bonus and/or Strategic Bonus 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 with respect to an Incentive Bonus and/or Strategic Bonus 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 such Incentive Bonus and/or Strategic Bonus 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 Section 3.1(b)(iii) for a particular Deferral Election with respect to an Incentive Bonus and/or Strategic Bonus at any time prior to February 1 of the year in which the Incentive Bonus and/or Strategic Bonus is actually deferred by communicating such changes to TRW or, if designated by TRW, to the Service Provider, in the manner specified by TRW.

     (b) A Deferral Election with respect to an Other Grant 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 Other Grant 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. Subject to the terms of an Other Grant, a Participant may change his or her elections made pursuant to Section 3.1(b)(iii) with respect to an Other Grant at any time prior to the date established by the Executive Vice President — Human Resources.

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ARTICLE IV

DEFERRED COMPENSATION

4.1 Deferred Compensation. The amount of Incentive Compensation deferred pursuant to a Deferral Election shall be withheld in a single sum at the time such Incentive Compensation, but for a Deferral Election, would be paid.

4.2 Withholding of Taxes and SSP/BEP Contributions. Any withholding of taxes or other amounts which is required by any federal, state, or local law shall be withheld from the Participant’s remaining undeferred Incentive Compensation, if any. If necessary in order to comply with any federal, state or local law, the amount of Incentive Compensation deferred may be reduced by an amount equal to any required withholding. Otherwise, such withholding may be made from any of the Participant’s other compensation payable by the Corporation, or, at the election of the Executive Vice President — 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. An Account will also consist of, if applicable, one or more separate Other Grant Sub-Accounts, to which there shall be credited all compensation deferred (and all Investment Fund Returns or Interest thereon) pursuant to Other Grants, the Plan Benefit of which shall be payable in accordance with the terms of such Other Grant, or as otherwise provided by the Participant’s election. A Participant’s Prior Plan Credit shall be credited to a Retirement Payment Sub-Account and/or Pre-Retirement Payment Sub-Account(s) as provided in Section 8.2.

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 (except for an Other Grant Sub-Account, if the terms of such Other Grant restrict the investment election alternatives with respect to such Other Grant) on a daily basis by communicating such changes to TRW or, if TRW has

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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, Pre-Retirement Payment and Other Grant 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 or applicable to the Other Grant Sub-Account; 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 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. Notwithstanding anything to the contrary in this Section 4.5 or the Plan, if the terms of an Other Grant provide that the right to such Other Grant and/or the earnings on such Other Grant is subject to the satisfaction of any condition, the amount included in the Account that is subject to such condition shall be subject to forfeiture and shall not be considered part of the Plan Benefit payable under Article V of the Plan until such conditions are met, as determined by the Committee, the Special Committee, or the person or persons designed to make such determination in the terms of the Other Grant.

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.

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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 or her Account after such Determination Date, plus the gains or losses on the balance of his or her 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 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

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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).

     (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

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previously elected by the Participant in accordance with Section 3.1(b) or as most recently revised pursuant to Section 4.4.

     (g) Any portion of a Participant’s Prior Plan Credit that has been credited to one or more Pre-Retirement Payment Sub-Accounts pursuant to Section 8.2 shall be paid to the Participant in a single sum form from each Pre-Retirement Payment Sub-Account of the Participant by the end of January of the year designated as the payout year pursuant to Section 8.2; provided, however, that if Termination of Employment has occurred prior to payment (other than as a result of retirement, if an agreement providing for payout in accordance with the terms of this Plan was entered into by the Participant in accordance with Section 8.2), payment of the Participant’s Plan Benefits attributable to such Prior Plan Credit shall be made as provided in Section 5.1(a).

     (h) Notwithstanding anything to the contrary in Section 5.1, the balance in a Participant’s Other Grant Sub-Account or Sub-Accounts shall be payable as provided for by the terms of the applicable Other Grant and/or the Participant’s elections with respect thereto.

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) or 5.1(h), 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 Executive Vice President — Human Resources.

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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 Executive Vice President — 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 Merger. The Committee (or the Special Committee, if no Executive Officer is a participant in the Affiliate Plan) may, in its sole discretion, approve the merger of an Affiliate Plan into this Plan. Upon the merger of an Affiliate Plan into this Plan, any participant in the Affiliate Plan who is not already a Participant in this Plan shall have an Account established in his name under this Plan and he shall be considered a Participant for purposes of that Account. The amount credited to a Participant’s Account as a Prior Plan Credit shall be equal to the balance credited to the Participant’s account under the Affiliate Plan as of the date of the merger. Unless a Participant in the Affiliate Plan executes an agreement in a form approved by the Executive Vice President — Human Resources providing for payments of a prior Plan Credit to be made in accordance with the payment provisions provided for by the Plan, a Participant’s

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Prior Plan Credit shall be allocated to a Sub-Account or Sub-Accounts in a manner designed to cause such amounts to be paid to the Participant at a date not later than the date such amounts would have been paid to the Participant under the Affiliate Plan had the Affiliate Plan continued as a separate plan. If any portion of a Participant’s Prior Plan Credit is allocated to a Pre-Retirement Payment Sub-Account, a specific year for distribution of such Sub-Account shall be established. To the extent that a Participant’s Prior Plan Credit is allocated to his existing (pre-merger) Retirement Payment Sub-Account, the Investment Fund Returns and/or Interest Rate in effect with respect to such Sub-Account shall be applicable to such Prior Plan Credit, subject to modification by the Participant under Section 4.4. To the extent that a Participant’s Prior Plan Credit is allocated to a newly established (post-merger) Sub-Account, such Prior Plan Credit shall be credited with the Interest Rate, subject to modification by the Participant under Section 4.4. If, upon the merger of an Affiliate Plan into this Plan, a participant in the Affiliate Plan enters into an agreement in the form approved by the Executive Vice President — Human Resources providing for payments of a Prior Plan Credit to be made in accordance with this Plan, then such elections shall apply; provided that such agreement shall not be effective with respect to any election that results in the deferral of income to a later date if such election is not made before the beginning of the year in which the payment would have been made under the Affiliate Plan.

8.3 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.

8.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey, in advance of actual receipt, any Plan Benefit. Plan Benefits and all rights to Plan Benefits are and shall be nonassignable and nontransferable prior to actual payment as provided by the Plan. Any such attempted assignment or transfer shall be ineffective; TRW’s sole obligation shall be to pay Plan Benefits to the Participant, his or her Beneficiary or his or her 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.

8.5 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

15

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.

8.6 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.

8.7 Terms. Whenever 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.

8.8 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.

8.9. Governing Law. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Ohio.

8.10 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.

8.11 Notice or Filing. Any notice or filing required or permitted to be given to TRW or a Participant under the Plan shall be sufficient if in writing and hand delivered, or sent by regular mail or by registered or certified mail, to the principal office of TRW or to the last known address of the Participant, as the case may be. Such notice or filing shall be deemed given or made (i) when hand delivered to the residence or offices of the recipient, (ii) as of five days after the date of mailing if delivery is made by regular mail, or, (iii) as of five days after the date shown on the postmark on the receipt for registration or certification provided to the sender at the time of mailing, if by registered or certified mail.

8.12 Successors. The provisions of the Plan shall bind and obligate TRW and any successors. The term “successors” as used in this Section 8.12 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.

8.13 Expenses and Costs. TRW shall bear all expenses and costs in connection with the operation of the Plan.

8.14 Reliance on Certified Public Accountants. TRW, the Directors, the Committee, the Special Committee, the Executive Vice President — Human Resources and any employee of TRW or the Corporation shall be fully protected for actions taken

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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 requesting information under the Plan shall present the request in writing to the Executive Vice President — 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 Executive Vice President — 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 Executive Vice President — Human Resources. The claim or request shall be reviewed further by the Executive Vice President — Human Resources or the Committee, as appropriate, and he or it may, but shall not be required to, grant the claimant a hearing.

9.4 Final Decision. A decision on such second request shall normally be made within 60 days after the date of the second request. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days from the date of the second request. The decision shall be in writing and, whether made by the Executive Vice President — Human Resources or the Committee, shall be final and bind all parties concerned.

17 EX-10.X 16 l92392aex10-x.htm EX-10(X) TRW BENEFITS EQUALIZATION PLAN

Exhibit 10(x)

TRW BENEFITS EQUALIZATION PLAN

Amended and Restated

Effective January 1, 2002

1.     Purpose. The purpose of the TRW Benefits Equalization Plan (“BEP”), as amended and restated effective January 1, 2002, 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 who is employed at Operational Incentive Plan (“OIP”) Level III or above during a calendar year or 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. An employee who has timely elected to participate in the BEP will continue to be eligible to participate in subsequent years even if the employee ceases to be employed at OIP Level III or higher or ceases to have compensation in excess of the compensation limit of Code §401(a)(17), subject to a determination by the Committee or its delegate that the employee’s participation must cease in order to preserve the BEP’s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. An employee who fails to timely elect to participate in the BEP upon becoming eligible 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) or if he or she ceases to be employed at OIP Level III or above.

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: (A) for a Participant who is eligible to make an additional Before-Tax Contribution to the Stock Savings Plan pursuant to Code §414(v), in determining the amount that may be contributed to the Stock Savings Plan (for purposes of applying this Section 3.a.i), the dollar limitation on elective deferrals under Code §402(g)(1) shall be increased by the “applicable dollar amount” for the year as defined under Code §414(v)(2)(B); (B) 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 (C) 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

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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.

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 end of 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

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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.

     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. The Committee or its delegate may determine that an employee’s participation in the BEP must cease in order to preserve the BEP’s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and may take such action as it deems appropriate in connection with such a determination. 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.

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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.

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.Z 17 l92392aex10-z.htm EX-10(Z) KEY EXECUTIVE LIFE INSURANCE PLAN

Exhibit 10(z)

TRW INC.

KEY EXECUTIVE LIFE INSURANCE PLAN

(Amended and Restated as of February 28, 2002)

1.	Purpose
	The purpose of the TRW Inc. Key Executive Life Insurance Plan (the “Plan”) is to create a plan under which TRW Inc. (“TRW”) can assist certain of its Executives and those of its subsidiaries and affiliates in acquiring life insurance coverage.
2.	Definitions
	For purposes of this Plan, the following terms have the meanings set forth below:

2.01	Agreement means the Agreement executed by a Participant implementing the terms of this Plan.
2.02	Alternative Death Benefit Amount means, with respect to a Participant, an amount which, after subtracting any TRW federal, state, and local income tax savings resulting from the deductibility of the payment for corporate tax purposes, is equal to the Participant’s Coverage Amount. The Alternative Death Benefit Amount shall be determined at the time the payment is to be made, based on TRW’s federal, state and local income tax rate (calculated at the highest marginal tax rate then applicable to TRW but net of any federal deduction for state and local taxes) at the time of the payment, and shall be determined by TRW.
2.03	Assignee means that person or entity to whom the Participant has assigned his interest in the Policy by designating such Assignee on forms provided by TRW. If the Participant’s Policy is a Survivorship Policy and if the Participant has not specifically designated an Assignee, then, after the Participant’s death, if the Co-insured survives, the Assignee shall be that person or entity who succeeds to the Participant’s interest in the Participant’s Policy after the death of the Participant.

2.04	Change in Control means a Change in Control of TRW, as such term is defined in resolutions adopted by the Committee on February 28, 2002.
2.05	Co-Insured means the individual designated by the Participant pursuant to Section 4 as a co-insured under a Survivorship Policy issued pursuant to the Plan.
2.06	Committee means the Compensation Committee of the Directors of TRW.
2.07	Coverage Amount means the insurance death benefit amount indicated in the Participant’s Agreement.
2.08	Effective Date means February 7, 1996.
2.09	Eligible Position means a position reporting directly to the Chief Executive Officer or a position designated as an Eligible Position by the Chairman of TRW.
2.10	Executive means an employee of TRW (or of any subsidiary or affiliate of TRW which is designated by the Plan Administrator to participate in this Plan) who the Plan Administrator determines is eligible to participate in the Plan.
2.11	Insurer means, with respect to a Participant’s Policy, the insurance company issuing the Policy on the Participant’s life (or on the lives of the Participant and a Co-insured, if a Survivorship Policy is used) pursuant to the provisions of the Plan.
2.12	Participant means an eligible Executive who elects to participate in the Plan.
2.13	Permanent Policy means a Participant’s Policy which is projected to have Policy cash values at least equal to the Participant’s Coverage Amount when the Participant reaches age 95 or, in the case of a Survivorship policy, the younger insured reaches age 100 (the Maturity Date), and Policy death benefits equal to at least 175% of the Participant’s Coverage Amount at all times to the Maturity Date, considering premiums paid prior to the time the determination is made, as well as future projected premiums. The determination shall be made by TRW based on projections provided by the Insurer or its agent. Projections shall be based on then current mortality charges and the lower of: (i) the dividend or interest crediting rate applicable

2

	to the Policy at the time the determination is made, or (ii) the monthly average of the applicable Policy dividend or interest crediting rate for the thirty-six (36) months immediately preceding the time of determination (or the monthly average for such shorter period as data is available, if it is not available for the full thirty-six (36) months).
2.14	Plan Administrator means with respect to a member of the Management Committee of TRW, the Committee. For all other Executives, the Plan Administrator means the Chief Executive Officer of TRW.
2.15	Policy means the life insurance coverage acquired on the life of the Participant (or on the lives of the Participant and a Co-insured, in the case of a Survivorship Policy) by the owner of the Policy.
2.16	Policy Surrender Value means, with respect to a Participant’s Policy, the actual cash surrender value of the Policy, net of any applicable surrender charges, which would be available upon a complete surrender of the Policy.
2.17	Premium means, with respect to a Participant’s Policy, the amount paid to the Insurer with respect to a Participant’s Policy.
2.18	Survivorship Policy means a Policy insuring the lives of the Participant and a Co-insured, with the death benefit payable at the death of the last survivor of the Participant and the Co-insured.
2.19	Terminated for Cause means a determination made by the Directors of TRW, at a hearing which the Participant may attend, that a Participant has been terminated for cause, as that term is defined in any written employment agreement existing between TRW (or any subsidiary or affiliate of TRW) and the Participant; absent any such agreement, or absent a definition of the term in the agreement, the term shall mean the termination of the Participant’s employment with TRW (or any subsidiary or affiliate of TRW) due to: (i) fraud, misappropriation or intentional material damage to the property or business of TRW (or any subsidiary or affiliate of TRW); (ii) commission of a felony; or (iii) continuance of either willful and repeated failure or grossly negligent and repeated failure by the Participant to perform his duties.
2.20	Vested Executive means an Executive who is age 55 or older, who has five or more Years of Service and who has been in an Eligible

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Position for at least three years; provided, that in the sole discretion of, and by written action of, the Plan Administrator, an Executive who is not age 55, who has fewer than five Years of Service and/or who has not been in an Eligible Position for at least three years may be designated a Vested Executive for the limited purpose of this Plan. Notwithstanding the foregoing, an Executive will not be treated as a Vested Executive if the Executive is Terminated for Cause.

2.21

Year of Service shall have the definition specified in the TRW Salaried Pension Plan, but shall in any case include any period of time during which a Participant is receiving benefits under TRW’s Long Term Disability Plan or is on an approved medical leave.

3.	Eligibility and Coverage Amount
	The eligibility of an Executive, as well as the applicable Coverage Amount, will be determined by the Plan Administrator. If, during the insurance application and underwriting process, it is determined that the Executive’s health is such that the cost of the insurance would be prohibitive, the Plan Administrator may, in its sole discretion, determine that the Executive will not be eligible to participate in the Plan, provide a reduced Coverage Amount, or take any other action it deems appropriate.
4.	Type of Coverage
	A Participant may elect single life coverage on the Participant’s life, or survivorship coverage on the joint lives of the Participant and any other person (subject to any requirements imposed by the Insurer with respect to the person(s) who may be designated as a Co-Insured). Once elected by the Participant, the type of coverage and the Co-Insured cannot be changed without the consent of the Plan Administrator.
5.	Payment of Premiums

5.01	TRW Payments. Subject to Sections 7.01, 7.02, 12.01 and 12.02, TRW shall pay all Policy Premiums necessary to maintain the Policy death benefit at a level at least equal to the Participant’s Coverage Amount.
5.02	Participant Payments. Unless otherwise provided in a Participant’s Agreement, a Participant shall not be required to pay any portion of the Premium due on the Participant’s Policy.

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6. Policy Ownership

6.01

Ownership. TRW shall be the owner of a Participant’s Policy and shall be entitled to exercise the rights of ownership, except that the following rights shall be exercisable by the Participant (or Assignee): (i) the right to designate the beneficiary or beneficiaries to receive payment of the portion of the death benefit under the Participant’s Policy equal to the Coverage Amount; and (ii) the right to assign any part or all of the Participant’s rights under the Policy to any person, entity or trust by the execution of a written instrument prescribed by TRW which is delivered to TRW. Also, except as provided in Section 7, TRW shall not borrow from, hypothecate, surrender in whole or in part, cancel, or in any other manner encumber a Participant’s Policy without the prior written consent of the Participant’s Assignee or, if there is no Assignee, the Participant.

6.02

Possession of Policy. TRW shall keep possession of the Policy. TRW agrees to make the Policy available to the Participant (or Assignee) or to the Insurer at such times as, and on such terms as, TRW determines for the sole purposes of endorsing or filing any change of beneficiary or assignment on the Policy.

7. Termination Events

7.01 Termination Events. Except as provided in Section 7.02, TRW’s obligation to pay Premiums with respect to a Participant’s Policy shall terminate:

a.	Automatically upon the death of the Participant (or the death of the last survivor of the Participant and the Co-insured, if the Policy is a Survivorship Policy).
b.	Automatically upon a Participant’s Termination for Cause.
c.	Upon the written action of the Plan Administrator, if the Participant terminates employment with TRW (or any subsidiary or affiliate of TRW) and such termination is not a Termination for Cause.
d.	Automatically should a Participant provide services above a de minimis level and without TRW’s consent to an entity deemed a competitor of TRW’s at any time following three years within the Participant’s termination of employment. For purposes of this subsection, an entity will be deemed a

5

	competitor if that entity and TRW could not have interlocking directors under 15 U.S.C. Section 19, as the same may be amended from time to time.
e.	Upon the mutual agreement of TRW and the Participant’s Assignee (or the Participant, if there is no Assignee).

7.02

Irrevocable Obligation. Notwithstanding any other provision of the Plan, (i) TRW’s obligation to pay Policy Premiums for a Participant who meets the requirements for a Vested Executive shall be irrevocable while such person is employed by TRW and shall remain irrevocable thereafter, unless such Participant fails to meet the definition of Vested Executive as a result of his being Terminated for Cause or unless the provisions of Section 7.01 (d) apply; and (ii) TRW’s obligation to pay Policy Premiums for a Participant who obtains an irrevocable right pursuant to the provisions of Section 9 hereof relating to Change in Control shall thereafter be irrevocable.

7.03

Allocation of Death Benefits. In the event of a termination due to the death of the Participant (or the death of the last survivor of the Participant and the Participant’s Co-insured, if the Policy is a Survivorship Policy), the death benefit under the Participant’s Policy shall be divided as follows:

a.	The beneficiary or beneficiaries of the Participant (or Assignee) shall be entitled to receive an amount equal to the Coverage Amount.
b.	TRW shall be entitled to receive the excess of the death benefit.

TRW agrees to execute an endorsement to the Policy issued to it by the Insurer providing for the division of the death benefit in accordance with the provisions of this Section. Notwithstanding the provisions of this Section, if the Policy death benefit becomes payable while there is an Alternative Death Benefit Election in effect for the Participant pursuant to Section 8, then the entire Policy death benefit shall be paid to TRW.

7.04 Disposition of Policy. If a Participant’s Agreement terminates under Section 7.01(c) or (e), the Participant’s Assignee (or the Participant, if there is no Assignee) may acquire the Participant’s Policy from TRW by paying TRW an amount equal to the Policy Surrender Value (or

6

any lesser amount determined by the Plan Administrator). In order to exercise this right, the person entitled to exercise the right shall notify TRW, in writing, of the intention to exercise the option to purchase the policy within sixty (60) days following the event of termination. If TRW is so notified, TRW shall, within thirty (30) days after being notified, provide a written notice to the Assignee (or Participant, if there is no Assignee) indicating the payment amount required. Within thirty (30) days after receiving such notice from TRW, the Assignee (or Participant, if there is no Assignee) shall make the required payment to TRW. If the payment is not made within the required time, the right to acquire the Policy shall terminate. If the required payment is received on a timely basis, TRW shall submit to the Insurer, within ten (10) business days after receiving the payment, the forms required to transfer the Policy ownership to the Assignee (or Participant, if there is no Assignee). If the Assignee (or Participant, if there is no Assignee) does not exercise his or her rights to acquire the Participant’s Policy, the Assignee’s (or Participant’s) rights under the Plan shall terminate, and TRW may, thereafter, take any action it deems appropriate with respect to the Participant’s Policy, free from any restrictions or limitations imposed by the Plan.

8. Alternative Death Benefit Election

A Participant (or the Participant’s Assignee, if the Participant has assigned his or her Policy interest) may elect to receive an Alternative Death Benefit in lieu of the insurance benefit provided under the Plan. The Alternative Death Benefit shall be paid by TRW from the general funds of TRW, and shall not constitute an insurance benefit. It shall be paid by TRW to the Participant’s (or Assignee’s) beneficiary at the time the Participant’s insurance benefit would have been paid (at the Participant’s death for single life coverage, or at the death of the survivor of the Participant and the Participant’s Co-Insured for survivorship coverage). The amount of the payment shall be equal to the Alternative Death Benefit Amount. As long as an Alternative Death Benefit Election is in effect, the beneficiary or beneficiaries of the Participant (or Assignee) shall receive the Alternative Death Benefit only, and shall not be entitled to receive any portion of any death benefits which become payable under the Participant’s Policy, and the Participant (or Assignee) shall cooperate with TRW in effecting a change of beneficiary of the Participant’s Policy to achieve such result. An election under this Section may be revoked. Any election (or revocation of an election) shall be in writing and shall be effective when received by TRW. A Participant (or Assignee) shall not be limited in the number of times an Alternative Death Benefit Election can be made (or revoked).

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9.	Change in Control
	If there is a Change in Control:

a.

the Plan and TRW’s obligation to pay Policy Premiums hereunder shall become irrevocable for all Participants in the Plan at the time of the Change in Control;

b.

TRW shall immediately transfer the ownership of all Participants’ Policies to an irrevocable trust to: 1) pay any premiums projected to be payable on all Participants’ Policies after the Change in Control, in order to qualify each Participant’s Policy as a Permanent Policy, and 2) pay any Alternative Death Benefit which becomes payable under Section 8 of this Plan; and c. TRW shall immediately fund such irrevocable trust with an amount sufficient to pay all necessary projected future premiums for all Participants’ Policies in order to qualify each Participant’s Policy as a Permanent Policy.

Notwithstanding the creation and funding of an irrevocable trust in accordance with the provisions of this Section, TRW, or its successor, shall continue to be responsible for the premium costs associated with the Participants’ Policies and any Alternative Death Benefits payable under Section 8 if such amounts are not paid by the trust for any reason, or if the trust’s assets become insufficient to pay any required amounts.

10.

Governing Laws & Notices

10.01

Governing Law. This Plan shall be governed by and construed in accordance with the substantive law of the State of Ohio without giving effect to the choice of law rules of the State of Ohio.

10.02

Notices. All notices hereunder shall be in writing and sent by first class mail with postage prepaid. Any notice to TRW shall be addressed to the Attention of the Secretary at TRW Inc., 1900 Richmond Road, Lyndhurst, Ohio 44124. Any notice to the Participant (or Assignee) shall be addressed to the Participant (or Assignee) at the address following such party’s signature on his Agreement. Any party may change the address for such party herein set forth by giving written notice of such change to the other parties pursuant to this Section.

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11. Miscellaneous Provisions

11.01	This Plan and any Agreement executed hereunder shall not be deemed to constitute a contract of employment between an Executive and TRW or a Participant and TRW, nor shall any provision restrict the right of TRW to discharge an Executive or Participant, or restrict the right of an Executive or Participant to terminate employment.
11.02	The masculine pronoun includes the feminine and the singular includes the plural where appropriate.
11.03	In order to be eligible to participate in this Plan, the Participant and any person proposed as a Co-Insured shall cooperate with the Insurer by furnishing any and all information requested by the Insurer in order to facilitate the issuance of the Policy, including furnishing such medical information and taking such physical examinations as the Insurer may deem necessary. In the absence of such cooperation, TRW shall have no further obligation to the Participant to allow him to begin participation in the Plan.
11.04	If a Participant (or a Co-insured, if the Participant’s Policy is a Survivorship Policy) commits suicide within two years of the Participant Policy’s issue, or if the Participant (or Co-insured, if the Participant’s Policy is a Survivorship Policy) makes any material misstatement of information or nondisclosure of medical history and dies within two years of the Participant’s Policy’s issue, then no benefits will be payable to the beneficiary of such Participant (or of the Participant’s Assignee, where applicable).

12. Amendment, Termination, Administration, and Successors

12.01	Amendment. This Plan may be modified or amended by TRW at any time, but an amendment which affects the rights, benefits or obligations of a Participant (or his Assignee) for whom TRW’s obligation to pay premiums has become irrevocable under Section 7.02 will not apply to such Participant (or his Assignee) unless such Participant (or his Assignee) consents, in writing, to the amendment.
12.02	Termination. The Directors of TRW may terminate the Plan at any time, but no such termination shall affect the rights, benefits or obligations of a Participant (or his Assignee) for whom TRW’s obligation to pay premiums has become irrevocable under Section

9

	7.02 unless such Participant (or his Assignee) consents, in writing, to such termination.
12.03	Administration. This is a life insurance plan maintained for the benefit of selected employees of TRW Inc., 1900 Richmond Rd., Lyndhurst, Ohio 44124 and any of its subsidiaries or affiliates as determined by the Plan Administrator. TRW’s Employer Identification Number is 34-0575430 and the plan number of this Plan is 552. This Plan shall be administered by the Plan Administrator, whose address is TRW Inc., 1900 Richmond Rd., Lyndhurst, Ohio 44124, Attention: Secretary. The Plan Administrator shall have the authority to make, amend, interpret, and enforce all rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan in the Plan Administrator’s sole discretion. In the administration of this Plan, the Plan Administrator may, from time to time, employ agents and delegate to them or to others (including Executives) such administrative duties as it sees fit. The Plan Administrator may from time to time consult with counsel, who may be counsel to TRW. The decision or action of the Plan Administrator (or its designee) with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan shall be final and conclusive and binding upon all persons having any interest in the Plan. TRW shall indemnify and hold harmless the Plan Administrator and any Executives to whom administrative duties under this Plan are delegated, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct by the Plan Administrator.
12.04	Successors. The terms and conditions of this Plan shall inure to the benefit of and bind TRW and the Participant and their successors, assignees, and representatives.

13. Claims Procedure; Plan Information

13.01	Named Fiduciary. The Plan Administrator is hereby designated as the named fiduciary under this Plan. The named fiduciary shall have authority to control and manage the operation and administration of this Plan.
13.02	Claims Procedures. Any controversy or claim arising out of or relating to this Plan shall be filed with the Plan Administrator, TRW

10

Inc., 1900 Richmond Rd., Lyndhurst, OH. 44124, Attention: Secretary. The Plan Administrator shall make all determinations concerning such claim. Any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to all parties in interest in accordance with the notice provisions of Section 10.02 hereof. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Plan Administrator’s receipt of the claimant’s claim for benefits. If the Plan Administrator fails to notify the claimant of its decision regarding the claim, the claim shall be considered denied, and the claimant shall then be permitted to proceed with the appeal as provided in this Section.

A claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his/her claim by filing a written statement of his/her position with the Plan Administrator no later than sixty (60) days after receipt of the written notification of such claim denial. The Plan Administrator shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based. Following the review of any additional information submitted by the claimant, either through the hearing process or otherwise, the Plan Administrator shall render a decision on the review of the denied claim in the following manner:

a. The Plan Administrator shall make its decision regarding the merits of the denied claim within 60 days following receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Plan Administrator shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

11

b. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

13.03	Agent for Service of Process. The agent for service of process on the Plan shall be the Secretary, TRW Inc., 1900 Richmond Rd., Lyndhurst, Ohio 44124. Service of legal process may also be made upon the Plan Administrator at the same address.
13.04	Plan Year. The plan year of the Plan shall be the calendar year.
13.05	ERISA Rights. As a participant in the Plan, 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 obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies. You are entitled to 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 you requested 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 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 if, for example, it finds your claim is frivolous. If you have any questions about this

12

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.

13 EX-10.CC 18 l92392aex10-cc.htm EX-10(CC) CONSULT. AGT BETWEEN TRW AND PA ODEEN

Exhibit 10(cc)

October 25, 2001

Philip A. Odeen
1209 Crest Lane
McLean, VA 22101

Dear Phil:

     This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of you 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.” The agreement is subject to the approval of the Compensation Committee of the TRW Directors.

     The Chief Executive Officer of TRW or the Chief Executive Officer of any of TRW’s Systems or its Space and Electronics businesses shall request your consulting services from time to time not to exceed twenty percent of your time on a yearly basis. Your consulting services will be rendered at such times and places as are mutually satisfactory and TRW will have no control over any reasonable manner or methods used by you in rendering such services.

     This Agreement shall commence on January 1, 2002 and will continue for a period of one year, terminating on December 31, 2002. Thereafter, the Agreement may be renewed from year to year on mutually agreeable terms and conditions. The Agreement may be terminated by TRW or you in accordance with the attached terms and conditions. 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 you in monthly installments at the annual rate of Two Hundred Thousand Dollars ($200,000). TRW shall reimburse you for all travel, including first-class airfare, long-distance telephone and other out-of-pocket expenses incurred by you in performing work hereunder. All expenses must be substantiated by receipts or other written verification in accordance with TRW’s expense reimbursement policies. Any unusual or significant expenses must be approved in advance by or on behalf of the Company. Additionally, TRW will provide you with an office for your use when conducting TRW business.

Philip A. Odeen
October 25, 2001

Page 2

     You will be an independent contractor to TRW. Accordingly, you will not be entitled to participate in any TRW benefit plans or other employee benefits.

     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 the additional copy of these documents for your records.

Sincerely,

TRW Inc.

By /s/ Howard V. Knicely
Howard V. Knicely

Accepted and agreed to this 31st day of October 2001

/s/ Philip A. Odeen
Philip A. Odeen

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.

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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% 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 upon 15 days’ prior written notice. This Agreement will terminate forthwith upon receipt of written notice from TRW if Consultant is unable to perform Consultant’s duties hereunder for a period of thirty consecutive days. Payment shall be made for services and expenses rendered or incurred through the date of termination.

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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

- 4 -

(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.

- 5 -

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.

- 6 - EX-10.DD 19 l92392aex10-dd.htm EX-10(DD) CONSULT. AGT BETWEEN TRW AND PA ODEEN

Exhibit 10(dd)

TRW Inc.    Executive Offices
                      1900 Richmond Road
                      Cleveland, OH 44124

February 28, 2002

Philip A. Odeen
1209 Crest Lane
McLean, VA 22101

Dear Phil:

         This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of you as a consultant to TRW in the position of Non-Executive Chairman until the search for a CEO is completed or such other date as may be determined by the TRW Directors. The terms and conditions attached as Exhibit 1 also apply fully to the engagement and, together with this letter, constitute our “Agreement.” The terms of the Agreement have been approved by the TRW Directors.

         During this transition period it is expected that you will provide your full time services to TRW. Your consulting services will be rendered at such times and places as are mutually satisfactory and TRW will have no control over any reasonable manner or methods used by you in rendering such services.

         This Agreement shall commence on February 20, 2002. The Agreement may be terminated by TRW or you in accordance with the attached terms and conditions. This Agreement shall not be modified in any way except by a written document executed by both parties.

         As compensation for your services, TRW shall pay you at the annualized rate of one million eighty thousand dollars ($1,080,000) in installments of ninety thousand dollars ($90,000) per month. At the end of the transition period, you will be eligible for a lump sum incentive payment; such payment shall be determined by the TRW Directors based upon an assessment of your leadership contribution to TRW during the transition period.

         TRW shall reimburse you for all travel, including first-class airfare, long-distance telephone and other out-of-pocket expenses incurred by you in performing work hereunder. All expenses must be substantiated by receipts or other written verification in accordance with TRW’s expense reimbursement policies. Any unusual or significant expenses must be approved in advance by or on behalf of the Company.

Philip A. Odeen
February 28, 2002
Page 2

         During the term of this Agreement the consulting arrangement described in the letter to you dated October 25, 2001 will be suspended. It will be reinstated upon the completion of your role as Non-Executive Chairman and will continue until December 31, 2002, or renewed from year to year thereafter on mutually agreeable terms and conditions.

         You will be an independent contractor to TRW. Accordingly, you will not be entitled to participate in any TRW benefit plans or other employee benefits.

         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 the additional copy of these documents for your records.

Sincerely,

TRW Inc.
By	/s/ Kenneth W. Freeman
	Kenneth W. Freeman
	Compensation Committee Chairman
	TRW Directors

Accepted and agreed to this 28th day of February 2002

/s/ Philip A. Odeen

Philip A. Odeen

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.

- 2 -

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; NON-COMPETITION

         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% 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 upon 15 days’ prior written notice. This Agreement will terminate forthwith upon receipt of written notice from TRW if Consultant is unable to perform Consultant’s duties hereunder for a period of thirty consecutive days. Payment shall be made for services and expenses rendered or incurred through the date of termination.

- 3 -

The covenants set forth in these Terms and Conditions shall be permanent and shall survive the termination of this 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; (b) Consultant and Consultant’s

- 4 -

employee, 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.

- 5 -

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 transactions 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 this Agreement, this Agreement shall govern.

- 6 - EX-10.LL 20 l92392aex10-ll.htm EX-10(LL) AM. NO. 2 TO SERVICE AGT WITH JC PLANT

Exhibit 10(ll)

AMENDMENT NO. 2
TO
SERVICE AGREEMENT

     This Amendment No. 2 (“Amendment”) entered into as of this 16th day of November, 2001, between and among LucasVarity Limited, a private limited company registered in England and Wales (formerly known as LucasVarity plc) (the “Company”), TRW Inc., as 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, on February 15, 2000, the Parent, the Company and the Executive entered into Amendment No. 1 to the Agreement;

     WHEREAS, as a result of the increased duties and responsibilities of the Executive, the parties wish to amend the Agreement.

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

1.	The Agreement is amended by adding a new Fifth Schedule, a copy of which is attached hereto as Exhibit A.
2.	Except as specifically amended herein, the Agreement is confirmed in all respects as the Agreement, as so further amended, continues in full force and effect in accordance with its terms.

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

THE COMMON SEAL of
LucasVarity Ltd. was hereunto
Affixed in the presence of:

/s/ Robert A. Fulton
Director

/s/ Rhona Gregg
Secretary

THE CORPORATE SEAL OF
TRW Inc. was hereunto
Affixed in the presence of:

/s/ Howard V. Knicely
Director

/s/ William B. Lawrence
Secretary

SIGNED AND
DELIVERED AS A DEED
By John C. Plant in the
presence of:

/s/ Barbara Lipski
Name of Witness /s/ John C. Plant
John C. Plant

Name and Address of Witness:

Barbara Lipski
3630 Lakeshore Drive
Waterford, MI 48389

Exhibit A

FIFTH SCHEDULE

November 16, 2001

John C. Plant
President and Chief Executive Officer
TRW Chassis Systems
12025 Tech Center Drive
Livonia, MI 48150

Dear John:

This letter will summarize our discussion regarding your agreement to assume a new role in managing TRW’s Automotive business.

If you remain with TRW through December 31, 2004 and 1) manage the operations to the Company’s satisfaction and 2) provide strong support and assistance in executing the strategic plans for the Automotive businesses, we will provide you with the following additional incentives:

• A special incentive for each year beginning 2001 through 2004. The amount of the additional incentive will be determined by the Compensation Committee of the Board of Directors based on your performance and can be as much as 100 percent of the OIP incentive you earn in that year. In the event that OIP target incentives are not established for the automotive businesses in 2002, 2003 or 2004, the special incentive payment will be based on the Compensation Committee’s determination of a comparable bonus for the applicable years. The special incentive amount determined at the end of each year will be deferred into a special account in the TRW Stock Fund of the TRW Deferred Compensation Plan until December 31, 2004. At that time, if the foregoing conditions are satisfied, these amounts and any earnings on the amounts will be placed into an account for your benefit in the TRW Deferred Compensation Plan.

• We will accelerate the vesting of all 25,000 shares of your April 26, 2000 restricted stock grant on December 31, 2004.

John C. Plant
November 16, 2001
Page 2

• Your Service Agreement, dated April 17, 1997, as amended, will be terminated on December 31, 2004 and you will receive benefits under that Agreement as if TRW had terminated your employment on that date. These benefits will be paid to you on December 31, 2004 or January 1, 2005 at your election.

• If the strategic objectives for the Automotive business have been achieved prior to December 31, 2004, as determined by the Compensation Committee, the special incentive amounts deferred on your behalf, plus a comparable bonus for any remaining years through 2004, and all benefits assuming termination without notice under your Service Agreement will be paid to you at that time. In addition, the 25,000 shares of your April 26, 2000 restricted stock grant will vest at that time.

The terms of this Fifth Schedule are expressly subject to Sections 12(2) and 12(6) of your Service Agreement, dated April 17, 1997, dealing with termination of appointment.

John, I know that this will be a challenging task, but I am confident that with your leadership we can get it done.

Sincerely,

/s/ David M. Cote

David M. Cote

EX-10.OO 21 l92392aex10-oo.htm EX-10(OO) 2001-2002 STRATEGIC INCENTIVE PROG GRANT

Exhibit 10(oo)

[TRW LOGO]

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 reported on the New York Stock Exchange (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 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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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 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 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 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 22 l92392aex10-pp.htm EX-10(PP) 2001-2003 STRATEGIC INCENTIVE PROG GRANT

Exhibit 10(pp)

[TRW LOGO]

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 reported by the New York Stock Exchange (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 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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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 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 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 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.QQ 23 l92392aex10-qq.htm EX-10(QQ) 2002-2004 STRATEGIC INCENTIVE PROG GRANT

Exhibit 10(qq)

2002-2004 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 2002 through 2004 (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 reported by the New York Stock Exchange (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 2004 and January 2005. 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 Committee. Such payment, if approved, will be made in February 2005.

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 February 28, 2002, which, in summary, provide that a change in control is a change occurring (a) by virtue of certain mergers or consolidations or sale or transfer of assets by TRW to another corporation or (b) by virtue of the Directors of the Corporation as of February 28, 2002 and their approved successors (other than a successor whose initial assumption of office is in connection with an actual or threatened election contest) ceasing to constitute a majority of the Directors of TRW 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 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 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 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.SS 24 l92392aex10-ss.htm EX-10(SS) 364-DAY AMENDED & RESTATED CREDIT AGT

Exhibit 10(ss)

CONFORMED COPY

364-DAY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

January 22, 2002

among

TRW INC.

The Borrowing Subsidiaries
Party Hereto

The Lenders Party Hereto

and

JPMORGAN CHASE 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 SECURITIES INC.
SALOMON SMITH BARNEY INC.,
as Joint-Lead Arrangers and Joint-Bookrunners

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01.
SECTION 1.02.
SECTION 1.03.
SECTION 1.04. Defined Terms
Classification of Loans and Borrowings
Terms Generally
Accounting Terms; GAAP 5 18 18 18

ARTICLE II

The Credits

SECTION 2.01.
SECTION 2.02.
SECTION 2.03.
SECTION 2.04.
SECTION 2.05.
SECTION 2.06.
SECTION 2.07.
SECTION 2.08.
SECTION 2.09.
SECTION 2.10.
SECTION 2.11.
SECTION 2.12.
SECTION 2.13.
SECTION 2.14.
SECTION 2.15.
SECTION 2.16.
SECTION 2.17.
SECTION 2.18.
SECTION 2.19. Commitments
Loans and Borrowings
Requests for Revolving Borrowings
Competitive Bid Procedure
Funding of Borrowings
Interest Elections
Termination and Reduction of Commitments
Repayment of Loans; Evidence of Debt
Prepayment of Loans
Fees
Interest
Alternate Rate of Interest
Increased Costs
Break Funding Payments
Taxes
Payments Generally; Pro Rata Treatment; Sharing of Set-offs
Mitigation Obligations; Replacement of Lenders
Borrowing Subsidiaries
Foreign Subsidiary Costs 18 19 20 20 23 23 24 25 25 26 27 28 28 29 30 31 32 33 33

ARTICLE III

Representations and Warranties

SECTION 3.01.
SECTION 3.02.
SECTION 3.03.
SECTION 3.04.
SECTION 3.05.
SECTION 3.06.
SECTION 3.07. Organization; Powers
Authorization; Enforceability
Governmental Approvals; No Conflicts
Financial Condition; No Material Adverse Change
Litigation and Environmental Matters
Investment and Holding Company Status
Taxes
34 34 34 34 35 35 35

3

SECTION 3.08. ERISA 35

ARTICLE IV

Conditions

SECTION 4.01.
SECTION 4.02.
SECTION 4.03. Effective Date
Each Credit Event
Initial Credit Event for each Borrowing Subsidiary 35 36 37

ARTICLE V

Affirmative Covenants

SECTION 5.01.
SECTION 5.02.
SECTION 5.03. Financial Statements and Other Information
Existence; Conduct of Business
Use of Proceeds
37 38 38

ARTICLE VI

Negative Covenants

SECTION 6.01.
SECTION 6.02.
SECTION 6.03.
SECTION 6.04.
SECTION 6.05.
SECTION 6.06.
SECTION 6.07.
SECTION 6.08. Indebtedness of Subsidiaries
Mortgages
Sale and Lease-Back Transactions
Fundamental Changes
ERISA
Change in Control
Interest Coverage Ratio
Minimum Consolidated Net Worth
39 39 40 42 42 42 42 42

ARTICLE VII

Events of Default 39

ARTICLE VIII

The Administrative Agent 40

ARTICLE IX

Guarantee 42

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ARTICLE X

Miscellaneous

SECTION 10.01.
SECTION 10.02.
SECTION 10.03.
SECTION 10.04.
SECTION 10.05.
SECTION 10.06.
SECTION 10.07.
SECTION 10.08.
SECTION 10.09.
SECTION 10.10.
SECTION 10.11.
SECTION 10.12.
SECTION 10.13.
SECTION 10.14. Notices
Waivers; Amendments
Expenses; Indemnity; Damage Waiver
Successors and Assigns
Survival
Counterparts; Integration; Effectiveness
Severability
Right of Setoff
Governing Law; Jurisdiction; Consent to Service of Process
WAIVER OF JURY TRIAL
Headings
Confidentiality
Conversion of Currencies
Interest Rate Limitation
47 48 49 50 53 53 53 53 54 54 55 55 55 56

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     364-DAY CREDIT AGREEMENT dated as of January 22, 2002, among TRW INC., the BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE 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 JPMorgan Chase 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 Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

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     “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 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

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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 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.

     “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 $1,250,000,000.

     “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.

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     “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.

     “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.

9

     “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.

     “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, 2002 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.

10

     “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.

     “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.

     “Existing Credit Agreement” means the 364-Day Amended and Restated Credit Agreement dated as of January 23, 2001, as amended, among the Company, the Borrowing Subsidiaries from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent.

     “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, JPMorgan, as administrative agent, Chase Manhattan International Limited, as London agent and Salomon Smith Barney Inc., as syndication agent, as such agreement may be amended from time to time.

     “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.

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     “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.

     “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.

12

     “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 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

13

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.

     “JPMorgan” means JPMorgan Chase Bank and its successors.

     “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.

     “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 JPMorgan 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.

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     “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.

     “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

15

(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 JPMorgan Chase Bank as its prime rate in effect at its principal 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 and 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

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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.

     “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 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 21, 2003.

     “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.

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     “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.

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     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 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

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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 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.

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     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;

     (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

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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

     (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.

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     (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 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.

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     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 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:

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     (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 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 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

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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.

     (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 (b) of this Section; provided that a Borrower

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shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.

     (b)  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 rate of 0.125% per annum 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 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).

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     (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. 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 rate of 0.625% per annum, 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.

     (b)  Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.

     (c)  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 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.

     (d)  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.

     (e)  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.

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     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.

     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

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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.

     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

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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 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.

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     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.

     (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.

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     (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 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

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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 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.

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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.

     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, 2000, 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, 2001. 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, 2000.

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     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.

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

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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.

     (f) The Existing Credit Agreement shall have been terminated and all amounts outstanding or accrued for the accounts of or otherwise owed to the lenders thereunder shall have been paid in full.

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 22, 2002 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

     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).

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     (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:

     (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;

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     (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.

     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.

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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 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;

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     (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 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

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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.

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     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 hereafter 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 fiscal quarter for which Consolidated Net Income is negative), and (iii) 50% of the amount by which Consolidated Net Worth is increased after December 31, 1999 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

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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 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;

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     (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 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, JPMorgan 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.

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     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 willful 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 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.

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     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 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.

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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.

     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);

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     (b) if to the Administrative Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5650), with a copy to JPMorgan Chase 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.

     (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

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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 willful misconduct of such Indemnitee.

     (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.

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     (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 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.

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     (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, 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.

52

     (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.

53

     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 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. 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

54

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 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

55

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 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

56

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.

57

     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 and Treasurer
Website: www.trw.com

JPMORGAN CHASE BANK, individually
and as Administrative Agent,

by  /s/ Karen M. Sharf

Name: Karen M. Sharf
Title: Vice President

CITICORP USA, INC.,

by  /s/ Peter Koesler

Name: Peter Koesler
Title: Managing Director and SCO

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

58

DRESDNER BANK AG-NEW YORK AND
GRAND CAYMAN BRANCHES,

by  /s/ Deborah Carlson

Name: Deborah Carlson
Title: Director

by  /s/ Stephen A. Kovach

Name: Stephen A. Kovach
Title: Associate

MELLON BANK, N.A.,

by  /s/ Robert J. Reichenbach

Name: Robert J. Reichenbach
Title: Vice President

DEUTSCHE BANK AG NEW YORK BRANCH,

by  /s/ Oliver Schwarz

Name: Oliver Schwarz
Title: Vice President

by  /s/ Stephan G. Peetzen

Name: Stephen G. Peetzen
Title: Director

59

BNP PARIBAS,

by  /s/ Christine Howatt

Name: Christine Howatt
Title: Vice President

by  /s/ Jo Ellen Bender

Name: Jo Ellen Bender
Title: Director

KEYBANK NATIONAL ASSOCIATION,

by /s/ Marianne T. Meil

Name: Marianne T. Meil
Title: Vice President

NATIONAL CITY BANK,

by   /s/ William R. McDonnell

Name: William R. McDonnell
Title: Vice President

HSBC BANK USA,

by  /s/ Robert Corder

Name: Robert Corder
Title: First Vice President

SOCIETE GENERALE,

by   /s/ Anne-Marie Dumortier

Name: Anne-Marie Dumortier
Title: Vice President

60

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

by  /s/ F.N. Wilms

Name: F.N. Wilms
Title: Vice President

BANCA NAZIONALE DEL LAVORO S.p.A-NEW YORK BRANCH,

by  /s/ Carlo Vecchi

Name: Carlo Vecchi
Title: Senior Vice President

by   /s/ Juan J. Cortes

Name: Juan J. Cortes
Title: Vice President

SAN PAOLO IMI SPA,

by  /s/ Carlo Persico

Name: Carlo Persico
Title: General Manager

by   /s/ Ettore Viazzo

Name: Ettore Viazzo
Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION,

by  /s/ John H. Kemper

Name: John H. Kemper
Title: Senior Vice President

61

BANCA BILBAO VIZCAYA
ARGENTARIA-NEW YORK BRANCH,

by /s/ Jay Levit

Name: Jay Levit
Title:   Vice President-Global
             Corporate Banking

by /s/ Miguel A. Lara

Name: Miguel A. Lara
Title:   Vice President-Global
            Corporate Banking

BAYERISCHE LANDESBANK
GIROZENTRALE-CAYMAN ISLANDS,

by /s/ Hereward Drummond

Name: Hereward Drummond
Title: Senior Vice President

by /s/ James H. Boyle

Name: James H. Boyle
Title: Vice President

COMERICA BANK,

by /s/ Nicholas G. Mester

Name: Nicholas G. Mester
Title: Vice President

THE BANK OF NEW YORK,

by   /s/ John M. Lokay, Jr.

Name: John M. Lokay, Jr.
Title: Vice President

EX-10.TT 25 l92392aex10-tt.htm EX-10(TT) TERM CREDIT AGREEMENT

Exhibit 10(tt)

CONFORMED COPY

TERM CREDIT AGREEMENT

dated as of

January 22, 2002
among

TRW INC.
The Lenders Party Hereto
and
JPMORGAN CHASE 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 SECURITIES INC.

SALOMON SMITH BARNEY INC.,
as Joint-Lead Arrangers and Joint-Bookrunners

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Terms Generally	13
SECTION 1.03.	Accounting Terms; GAAP	13
	ARTICLE II
	The Credits
SECTION 2.01.	Commitments	13
SECTION 2.02.	Loans and Borrowings	13
SECTION 2.03.	Requests for Borrowings	14
SECTION 2.04.	Funding of Borrowings	14
SECTION 2.05.	Interest Elections	15
SECTION 2.06.	Repayment of Loans; Evidence of Debt	16
SECTION 2.07.	Prepayment of Loans	17
SECTION 2.08.	Interest	17
SECTION 2.09.	Alternate Rate of Interest	17
SECTION 2.10.	Increased Costs	18
SECTION 2.11.	Break Funding Payments	19
SECTION 2.12.	Taxes	19
SECTION 2.13.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	20
SECTION 2.14.	Mitigation Obligations; Replacement of Lenders	22
	ARTICLE III
	Representations and Warranties
SECTION 3.01.	Organization; Powers	22
SECTION 3.02.	Authorization; Enforceability	22
SECTION 3.03.	Governmental Approvals; No Conflicts	23
SECTION 3.04.	Financial Condition; No Material Adverse Change	23
SECTION 3.05.	Litigation and Environmental Matters	23
SECTION 3.06.	Investment and Holding Company Status	23
SECTION 3.07.	Taxes	24
SECTION 3.08.	ERISA	24

 3

	ARTICLE IV
	Conditions
SECTION 4.01.	Effective Date	24
	ARTICLE V
	Affirmative Covenants
SECTION 5.01.	Financial Statements and Other Information	25
SECTION 5.02.	Existence; Conduct of Business	26
SECTION 5.03.	Use of Proceeds	26
	ARTICLE VI
	Negative Covenants
SECTION 6.01.	Indebtedness of Subsidiaries	26
SECTION 6.02.	Mortgages	26
SECTION 6.03.	Sale and Lease-Back Transactions	28
SECTION 6.04.	Fundamental Changes	28
SECTION 6.05.	ERISA	29
SECTION 6.06.	Change in Control	29
SECTION 6.07.	Interest Coverage Ratio	29
SECTION 6.08.	Minimum Consolidated Net Worth	29
	ARTICLE VII
	Events of Default
	ARTICLE VIII
	The Administrative Agent
	ARTICLE IX
	Miscellaneous
SECTION 9.01.	Notices	33
SECTION 9.02.	Waivers; Amendments	33
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	34
SECTION 9.04.	Successors and Assigns	35
SECTION 9.05.	Survival	38
SECTION 9.06.	Counterparts; Integration; Effectiveness	38
SECTION 9.07.	Severability	38
SECTION 9.08.	Right of Setoff	39

 4

SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	39
SECTION 9.10.	WAIVER OF JURY TRIAL	39
SECTION 9.11.	Headings	40
SECTION 9.12.	Confidentiality	40
SECTION 9.13.	Interest Rate Limitation	40

SCHEDULES:

Schedule 2.01 — Commitments

EXHIBITS:

Exhibit A — Form of Assignment and Acceptance

Exhibit B — Form of Opinion of General Counsel of the Borrower

Exhibit C — Form of Compliance Certificate

         TERM CREDIT AGREEMENT dated as of January 22, 2002, among TRW INC., the LENDERS from time to time party hereto, JPMORGAN CHASE 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:

         “364-Day Credit Agreement” means the 364-Day Credit Agreement dated as of January 22, 2002, between TRW Inc., the borrowing subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, as administrative agent, and Salomon Smith Barney Inc., as syndication agent, as such agreement may be amended from time to time.

         “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 JPMorgan Chase 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.

         “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 Percentage” means, with respect to any Lender, the percentage of the total Loans represented by such Lender’s Loans.

 2

         “Applicable Rate” means, for any day, with respect to any Eurocurrency Loan, the applicable rate per annum set forth below under the caption “Eurocurrency Spread” based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt:

				Eurocurrency
Index Debt Ratings:				Spread
			Category 1		1.00	%
(>BBB- and >Baa3) or (>BBB- and >Baa3)
			Category 2		1.25	%
		BBB- and Baa3 Category 3			1.50	%
	<BBB- or <Baa3

         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 3; and (ii) 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 Borrower 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 9.04), and accepted by the Administrative Agent, in the form of Exhibit A 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 Borrower) 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 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.

 3

         “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

         “Borrower” means TRW Inc., an Ohio corporation.

         “Borrowing” means Loans of the same Type, 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.

         “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

         “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 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 Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who are not Continuing Directors. For purposes of the foregoing, “Continuing Directors” shall mean (i) the directors of the Borrower 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 2.10(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.

         “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 Loans hereunder on the Effective Date. The amount of each Lender’s

 4

Commitment is set forth on Schedule 2.01. The aggregate amount of the Lenders’ Commitments is $250,000,000.

         “Consolidated EBITDA” means, for any fiscal period, with respect to the Borrower 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 Borrower’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 Borrower 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 Borrower 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 Borrower and the consolidated Subsidiaries that would appear on a consolidated balance sheet of the Borrower prepared in accordance with GAAP less (b) Consolidated Net Worth.

         “Consolidated Net Income” means, for any period, net income of the Borrower 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 Borrower and the consolidated Subsidiaries, exclusive of foreign currency translation adjustment and unrealized gains or losses on securities as reported in the Borrower’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 Borrower shall be as included in the annual or quarterly financial statements of the Borrower, 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.

 5

         “Dollars” or “$” refers to lawful money of the United States of America.

         “Domestic Subsidiary” means each consolidated Subsidiary other than (a) any consolidated Subsidiary which the Directors of the Borrower reasonably determine not to be material to the business or financial condition of the Borrower; (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, 2002 which the Borrower 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 of this Agreement.

         “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 the 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 the 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 the 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 the 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 the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the 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.

         “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.

         “Existing Credit Agreement” means the 364-Day Amended and Restated Credit Agreement dated as of January 23, 2001, as amended, among the Borrower, the Borrowing Subsidiaries from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent.

         “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 Borrower.

         “Five-Year Credit Agreement” means the Five-Year Credit Agreement dated as of January 25, 2000 among the Borrower, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan, as administrative agent, Chase Manhattan International Limited, as London agent and Salomon Smith Barney Inc., as syndication agent, as such agreement may be amended from time to time.

         “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the 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.

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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 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 Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

         “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

         “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (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.

         “Interest Period” means, 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 Borrower may elect; 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 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 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 thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

         “JPMorgan” means JPMorgan Chase Bank and its successors.

         “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.

         “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

 9

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 JPMorgan 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 and each promissory note delivered pursuant to this Agreement.

         “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

         “LucasVarity” shall mean LucasVarity Limited, formerly known as LucasVarity plc, an English company.

         “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 Borrower and the consolidated Subsidiaries, taken as a whole or (b) the ability of the Borrower to perform its payment obligations under the Loan Documents.

         “Material Indebtedness” means Indebtedness (other than the Loans), of any one or more of the Borrower and the Material Subsidiaries in an aggregate principal amount exceeding $100,000,000.

         “Material Subsidiary” means any Subsidiary (a) whose assets (or, if such Subsidiary has subsidiaries, whose consolidated assets) are at least equal to $100,000,000 or (b) that directly or indirectly owns or Controls any Material Subsidiary.

         “Maturity Date” means January 25, 2005.

         “Moody’s” means Moody’s Investors Service, Inc.

         “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 the 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 the Borrower under this Agreement and the other Loan Documents.

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         “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 the 364-Day Credit Agreement or the Five-Year Credit Agreement, (b) any Indebtedness of a Subsidiary owed to the Borrower 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 Borrower 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 Borrower) and (e) any Indebtedness of a finance Subsidiary with no significant assets or operations to the extent (i) such Indebtedness is Guaranteed by the Borrower and is not Guaranteed, or secured by assets or obligations of, any other Subsidiary, (ii) the proceeds of such Indebtedness are dividended to the Borrower or another Subsidiary or advanced to the Borrower 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 the 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 JPMorgan Chase Bank as its prime rate in effect at its principal 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 Borrower 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 Borrower and its Subsidiaries taken as a whole.

         “Register” has the meaning set forth in Section 9.04.

         “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 total Loans representing more than 50% of the sum of the total Loans at such time.

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         “Specified Borrower Indebtedness” means, at any time, (a) all Indebtedness of the Borrower 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 Borrower 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 Borrower secured by Mortgages on capital stock of or other equity interests in Foreign Subsidiaries; and (d) all Indebtedness of the Borrower 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 Borrower 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 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 Borrower.

         “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 the Borrower pursuant to this Agreement or any Loan Document, and all liabilities with respect thereto other than Excluded Taxes.

         “Transactions” means the execution, delivery and performance by the Borrower of the Loan Documents, the borrowing of Loans and the use of the proceeds thereof.

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         “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 or the Alternate Base 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 Borrower or by the Borrower 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.

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         SECTION 1.02. 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 1.03. 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 Borrower notifies the Administrative Agent that the Borrower 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 Borrower 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 Loans in Dollars to the Borrower on the Effective Date in an aggregate principal amount that will not exceed its Commitment. Amounts repaid in respect of the Loans may not be reborrowed. Unless previously terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date.

         SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. 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 of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder.

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         (b)  Subject to Section 2.09, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the 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 the Borrower to repay such Loan in accordance with the terms of this Agreement.

         (c)  At the commencement of each Interest Period for any Borrowing, such Borrowing shall be in an aggregate amount that is at least equal to $10,000,000 and an integral multiple of $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 Eurocurrency Borrowings outstanding.

         (d)  Notwithstanding any other provision of this Agreement, the Borrower shall not 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 Borrowings. To request a Borrowing, the 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 Effective Date or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Effective Date. 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 Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

         (i) the aggregate principal amount of the requested Borrowing;

         (ii) whether the requested Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

         (iii) 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

         (iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

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 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. Funding of Borrowings. Each Lender shall make the Loan or Loans to be made by it hereunder on the Effective Date by wire transfer of immediately available

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funds by 12:00 noon, New York City time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained by the Administrative Agent and designated by the Borrower in the Borrowing Request.

         SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to 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.

         (b)  To make an election pursuant to this Section, the Borrower 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 the Borrower were requesting a 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 Borrower.

         (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 effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

         (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

         (iv) 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 Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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         (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 Borrower fails to deliver to the Administrative Agent on or before the third Business Day prior to the end of the Interest Period applicable to a Eurocurrency Borrowing (i) an Interest Election Request with respect to such Eurocurrency Borrowing or (ii) a notice of its intent to prepay such Eurocurrency Borrowing at the end of such Interest Period, then at the end of such Interest Period such Borrowing shall be continued as a Eurocurrency Borrowing with an Interest Period of equal duration to such prior Eurocurrency 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 Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

         SECTION 2.06. Repayment of Loans; Evidence of Debt (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

         (b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the 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 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 the 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.

         (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 the 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, the 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 9.04) 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).

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         SECTION 2.07. Prepayment of Loans (a) The Borrower shall have the right at any time and from time to time to prepay any of its Borrowings in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

         (b)  The Borrower 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. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a 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 2.08.

         SECTION 2.08. 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 at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

         (c)  Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the 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 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.

         (d)  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, 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 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.

         (e)  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 2.09. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

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         (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 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 Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower 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 Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) any Borrowing Request for a Eurocurrency Borrowing shall be deemed a request for an ABR Borrowing.

SECTION 2.10. 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 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 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 Borrower 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 Borrower 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

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paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower 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 Borrower 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 Borrower 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.

         SECTION 2.11. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency 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 Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.14, then, in any such event, the Borrower 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 Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

         SECTION 2.12. Taxes. (a) Each payment by the 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 the 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) the Borrower shall make such deduction, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall promptly furnish to the Administrative Agent, at its address specified in or pursuant to Section 9.01, the original or a

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certified copy of a receipt evidencing payment thereof or other reasonably satisfactory evidence thereof.

         (b)  The 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 the 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 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 Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower 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 Borrower 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 Borrower’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 Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

         SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The 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 2.10, 2.11 or 2.12, 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 Borrower; provided that payments pursuant to Section 2.10, Section 2.11, Section 2.12 and Section 9.03 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

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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.

         (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 Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 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 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 the 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 Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The 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 the 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 Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the 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 the 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 2.04(b) or 2.13(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the

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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 2.14. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, 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 2.10 or 2.12, as the case may be, in the 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 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower 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 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower 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, 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 Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.12, 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 Borrower to require such assignment and delegation cease to apply.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

         SECTION 3.01. Organization; Powers. The Borrower 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 the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if

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required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which the Borrower is to be a party, when executed and delivered by the Borrower, will constitute, a legal, valid and binding obligation of the 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 Borrower or of any agreement for borrowed money or other material agreement binding upon the Borrower.

         SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower 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, 2000, 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, 2001. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 Borrower and the consolidated Subsidiaries, taken as a whole, since December 31, 2000.

         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 Borrower 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 Borrower’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 Borrower has established accruals for matters that are probable and reasonably estimable as required by FASB Statement No. 5, “Accounting for Contingencies.” To the Borrower’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. The Borrower is not (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.

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         SECTION 3.07. Taxes. As of the date of this Agreement, the Borrower 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 Borrower 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 Borrower has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each defined benefit plan maintained by the Borrower and the consolidated Subsidiaries.

ARTICLE IV

Conditions

         SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until each of the following conditions is satisfied (or waived in accordance with Section 9.02):

         (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 Borrower, substantially in the form of Exhibit B, and covering such other matters relating to the Borrower, this Agreement, the other Loan Documents or the Transactions as the Administrative Agent or the Required Lenders shall reasonably request. The Borrower hereby requests 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 the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, 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

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Borrower, 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 Borrower hereunder or under any other Loan Document.

         (f) The Existing Credit Agreement shall have been terminated and all amounts outstanding or accrued for the accounts of or otherwise owed to the lenders thereunder shall have been paid in full.

The Administrative Agent shall notify the Borrower 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 9.02) on or prior to January 22, 2002 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

ARTICLE V

Affirmative Covenants

         Until the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

         SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

         (a) promptly upon the availability thereof and in any event within 120 days after each fiscal year, a copy of the Borrower’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 Borrower, prepared on a consolidated basis and in accordance with the Borrower’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 Borrower;

         (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 Borrower’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 Borrower in the form of Exhibit C (each such certificate called a “Compliance Certificate”), showing compliance with the covenants set forth in Sections 6.07 and 6.08,

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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 Borrower 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 Borrower with the SEC; and

         (f) from time to time such additional information concerning the Borrower 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 Borrower provides notice to the Lenders that such information has been posted on the Borrower’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 Borrower 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 Borrower will 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.

         SECTION 5.03. Use of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes, including 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 principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

         SECTION 6.01. Indebtedness of Subsidiaries. The Borrower will not permit the sum of (a) the aggregate outstanding principal amount of Indebtedness of Subsidiaries (other than Permitted Subsidiary Indebtedness) and (b) Specified Borrower Indebtedness at any time to exceed 15% of Consolidated Net Assets.

         SECTION 6.02. Mortgages. The Borrower 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”)

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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 Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower or a Domestic Subsidiary, provided that no such Mortgage shall extend to any other Principal Property of the Borrower or any Domestic Subsidiary or to any shares of capital stock or any Indebtedness of any Domestic Subsidiary;

         (c) Mortgages created by the Borrower or a Domestic Subsidiary to secure Indebtedness of the Borrower or a Domestic Subsidiary to the Borrower 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);

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         (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 Borrower 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 Borrower will not, and will not permit any Domestic Subsidiary to, sell, lease or transfer any Principal Property owned by the Borrower or a Domestic Subsidiary as an entirety, or any substantial portion thereof, to anyone other than a Wholly Owned Domestic Subsidiary (or the Borrower 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 Borrower 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 Borrower) of such property, and (i) the Borrower 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 Borrower 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 or to the retirement of Consolidated Funded Debt of the Borrower 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 Borrower 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 Borrower 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 hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default

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shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (ii) the Borrower may merge into or consolidate with any other Person in a transaction the primary purpose of which is to effect a reincorporation of the Borrower under the laws of another state.

         SECTION 6.05. ERISA. The Borrower 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 Borrower will not permit to occur any Change in Control.

         SECTION 6.07. Interest Coverage Ratio. The Borrower 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 Borrower 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 Borrower that shall have begun after December 31, 1999 (excluding any fiscal quarter for which Consolidated Net Income is negative), and (iii) 50% of the amount by which Consolidated Net Worth is increased after December 31, 1999 as a result of issuances of equity securities by the Borrower.

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 the Borrower hereunder and continuance of such failure to pay interest or fees for five Business Days after written notice thereof to the Borrower 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 the declaration that all Loans are immediately due and payable 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;

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         (c) the Borrower or any Material Subsidiary generally fails to pay, or admits in writing its inability to pay, debts as they become due; or the Borrower or any Material Subsidiary applies for, consents to, or acquiesces in the appointment of, a trustee, receiver, or other custodian for the Borrower 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 Borrower or any Material Subsidiary or for a substantial part of the property of the Borrower 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 Borrower or any Material Subsidiary and if such case or proceeding is not commenced by the Borrower or any Material Subsidiary, it is consented to or acquiesced in by the Borrower or any Material Subsidiary or remains for 90 consecutive days undismissed or unstayed; or the Borrower or any Material Subsidiary takes any corporate action to authorize any of the foregoing;

         (d) failure by the Borrower to comply with or to perform in any material respect any provision of this Agreement (provided that in the case of the 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 Borrower from the Administrative Agent at the request of Required Lenders;

         (e) any representation or warranty made by the Borrower in Article III of this 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 Borrower shall fail to take corrective actions reasonably satisfactory to the Required Lenders within 30 days after written notice thereof to the Borrower from the Administrative Agent at the request of the Required Lenders; or

         (f) any final and nonappealable judgment or order from a judicial or administrative body (which order or judgment is fully enforceable against the Borrower 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 Borrower) shall be rendered against the Borrower, 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;

then, and in every such event (other than an event with respect to the 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 Borrower, 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

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interest thereon and all fees and other obligations of the Borrower 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 the Borrower; and in case of any event with respect to the 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 Borrower 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 the Borrower.

         The Administrative Agent shall give notice to the Borrower (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 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, JPMorgan 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 Borrower 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 9.02), 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 Borrower 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 9.02) or in the absence of its own culpable negligence, bad faith or wilful misconduct.

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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 the 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 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 the 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 Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in

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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 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

Miscellaneous

         SECTION 9.01. 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 the Borrower, to it 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 JPMorgan Chase Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5650), with a copy to JPMorgan Chase 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 9.02. 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

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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 the 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.

         (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 Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; 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 maturing 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 2.13(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 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower 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 Borrower 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

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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.

         (c)  To the extent that the Borrower 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, the Borrower shall not assert, and 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 9.04. 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 the Borrower may not 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 the 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 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 Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) 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, (iii) 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 (iv) 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 Borrower otherwise required under this paragraph shall not be required if an Event of

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Default under clause (c) of Article VII has 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 2.10, 2.11, 2.12 and 9.03, 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 the 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 Borrower, 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 Borrower 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 the 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 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 Borrower, 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, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to

 37

paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 2.12 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 2.10, 2.11 or 2.12 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 Borrower’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 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12(e) as though it were a Lender.

         (g)  Notwithstanding anything to the contrary contained herein, any Lender (a “Designating Lender”) may grant to one or more special purpose funding vehicles (each, an “SPV”), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney to deliver and receive all communications and notices under this Agreement and to exercise on such SPV’s behalf all such SPV’s voting rights under this Agreement. No additional promissory note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold any promissory note held by it as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this paragraph or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This

 38

paragraph may not be amended without the written consent of any Designating Lender affected thereby. The Designating Lender shall indemnify the Borrower for any liability incurred by the Borrower as a result of the violation by such SPV of any Federal securities laws.

         (h)  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 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower 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 9.05), 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 2.10, 2.11, 2.12 and 9.03 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 9.06. 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 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 9.07. 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

 39

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 9.08. 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 the Borrower against any of and all the obligations of the 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 9.09. 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)  The 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 the Borrower or its properties in the courts of any jurisdiction.

         (c)  The 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 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 9.01. 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 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

 40

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 9.11. 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 9.12. 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 Borrower 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 Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower 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 Borrower; provided that, in the case of information received from the Borrower 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 9.13. 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

 41

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.

 42

         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 and Treasurer Website: www.trw.com
JPMORGAN CHASE BANK, as Administrative Agent,
by	/s/ Karen M. Sharf Name: Karen M. Sharf Title: Vice President
NATIONAL CITY BANK,
by	/s/ William R. McDonnell Name: William R. McDonnell Title: Vice President
SAN PAOLO IMI SPA,
by	/s/ Carlo Persico Name: Carlo Persico Title: General Manager
by	/s/ Ettore Viazzo Name: Ettore Viazzo Title: Vice President

 43

DEUTSCHE BANK AG NEW YORK BRANCH,
by	/s/ Oliver Schwarz Name: Oliver Schwarz Title: Vice President
by	/s/Stephan G. Peetzen Name: Stephen G. Peetzen Title: Director
BNP PARIBAS,
by	/s/ Christine Howatt Name: Christine Howatt Title: Vice President
by	/s/Jo Ellen Bender Name: Jo Ellen Bender Title: Director
INDUSTRIAL BANK OF JAPAN, LIMITED,
by	/s/ Walter R. Wolff Name: Walter R. Wolff Title: Joint General Manager and Group Head
BARCLAYS BANK PLC,
by	/s/ L. Peter Yetman Name: L. Peter Yetman Title: Director

 44

MELLON BANK, N.A.,
by	/s/ Robert J. Reichenbach Name: Robert J. Reichenbach Title: Vice President
THE BANK OF NEW YORK,
by	/s/ John M. Lokay, Jr. Name: John M. Lokay, Jr. Title: Vice President
BANCA NAZIONALE DEL LAVORO S.p.A.-NEW YORK BRANCH,
by	/s/ Carlo Vecchi Name: Carlo Vecchi Title: Senior Vice President
by	/s/ Juan J. Cortes Name: Juan J. Cortes Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by	/s/ F.N. Wilms Name: F.N. Wilms Title: Vice President

EX-3.C

Ex-3(C) TRW Policy on Confidential Voting

EX-10.B

EX-10(B) TRW Operational Incentive Plan

EX-10.C

Ex-10(C) TRW Executive Health Care Plan

EX-10.L

EX-10(L) Nonqualified Stock Option Agreement

EX-10.M

EX-10(M) Transferable Nonqual. Stock Option Agt

EX-10.N

EX-10(N) Director T'able Nonqual Stock Option Agt

EX-10.O

EX-10(O) Stock Option Agt Qual./laws of France

EX-10.P

EX-10(P) U.S. Long-Term Restricted Stock Agt

EX-10.Q

EX-10(Q) Non-U.S. Long-Term Restricted Stock Agt

EX-10.R

EX-10(R) Restricted Stock Unit Agreement

EX-10.S

EX-10(S) Def Comp Plan for Non-Employee Directors

EX-10.V

EX-10(V) Form of Employment Continuation Agt

EX-10.W

EX-10(W) TRW Deferred Compensation Plan

EX-10.X

EX-10(X) TRW Benefits Equalization Plan

EX-10.Z

EX-10(Z) Key Executive Life Insurance Plan

EX-10.CC

EX-10(CC) Consult. Agt between TRW and PA Odeen

EX-10.DD

EX-10(DD) Consult. Agt between TRW and PA Odeen

EX-10.LL

EX-10(LL) Am. No. 2 to Service Agt with JC Plant

EX-10.OO

EX-10(OO) 2001-2002 Strategic Incentive Prog Grant

EX-10.PP

EX-10(PP) 2001-2003 Strategic Incentive Prog Grant

EX-10.QQ

EX-10(QQ) 2002-2004 Strategic Incentive Prog Grant

EX-10.SS

EX-10(SS) 364-Day Amended & Restated Credit Agt

EX-10.TT

EX-10(TT) Term Credit Agreement

EX-10.UU

Exhibit 10(uu)

CONFORMED COPY

RECEIVABLES PURCHASE AGREEMENT,

among

TRW RECEIVABLES INC.,

as Seller,

TRW INC.,

as Servicer,

CHARTA CORPORATION,
CIESCO, L.P.,
CORPORATE ASSET FUNDING COMPANY, INC.,
CORPORATE RECEIVABLES CORPORATION, and
WCP FUNDING, INC.,

as the Conduit Purchasers,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTY HERETO,

as Committed Purchasers and Managing Agents,

and

CITICORP NORTH AMERICA, INC.,

as Agent for the Conduit Purchasers and the Committed Purchasers

Dated as of November 20, 2001

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
	SECTION 1.01.     Certain Defined Terms		1
	SECTION 1.02.     Other Terms and Constructions		22
	SECTION 1.03.     Computation of Time Periods		22
ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES			22
	SECTION 2.01.     The Purchase Facility		22
	SECTION 2.02.     Making the Purchases		23
	SECTION 2.03.     Yield and Fees		25
	SECTION 2.04.     Settlement Procedures		25
	SECTION 2.05.     Payments and Computations, Etc.		28
	SECTION 2.06.     Additional Yield		28
	SECTION 2.07.     Yield Protection		28
	SECTION 2.08.     Increased Capital		29
	SECTION 2.09.     Taxes		30
	SECTION 2.10.     Tax and Accounting Treatment		32
	SECTION 2.11.     Sale Agreement Rights		32
ARTICLE III CONDITIONS OF PURCHASES			32
	SECTION 3.01.     Conditions Precedent to Initial Purchase		32
	SECTION 3.02.     Conditions Precedent to All Purchases		32
ARTICLE IV REPRESENTATIONS AND WARRANTIES			33
	SECTION 4.01.     Representations and Warranties of the Seller		33
	SECTION 4.02.     Representations and Warranties of the Servicer		36
ARTICLE V GENERAL COVENANTS			38
	SECTION 5.01.     Affirmative Covenants of the Seller		38
	SECTION 5.02.     Reporting Requirements of the Seller		42
	SECTION 5.03.     Negative Covenants of the Seller		43
	SECTION 5.04.     Covenants of the Servicer		45
ARTICLE VI ADMINISTRATION OF RECEIVABLES			49
	SECTION 6.01.     Designation of Servicer		49
	SECTION 6.02.     Duties of the Servicer		50
	SECTION 6.03.     Rights of the Agent		51
	SECTION 6.04.     Responsibilities of the Seller		52
	SECTION 6.05.     Further Action Evidencing Agent’s Interest		52

i

		Page
ARTICLE VII EVENTS OF TERMINATION			52
	SECTION 7.01.  Events of Termination		52
ARTICLE VIII INDEMNIFICATION; REPURCHASES			55
	SECTION 8.01.     Indemnities by the Seller		55
	SECTION 8.02.     Indemnities by the Servicer		57
	SECTION 8.03.     Materiality Considerations		58
	SECTION 8.04.     Repurchases of Receivables		58
ARTICLE IX THE AGENTS			60
	SECTION 9.01.     Authorization and Action		60
	SECTION 9.02.     Agent’s Reliance, Etc.		60
	SECTION 9.03.     Agent and Affiliates		60
	SECTION 9.04.     Purchaser’s Purchase Decision		61
	SECTION 9.05.     Delegation of Duties		61
	SECTION 9.06.     Successor Agent		61
ARTICLE X MISCELLANEOUS			61
	SECTION 10.01.     Amendments, Etc.		61
	SECTION 10.02.     Notices, Etc		64
	SECTION 10.03.     No Waiver; Remedies		64
	SECTION 10.04.     Binding Effect; Assignability		64
	SECTION 10.05.     GOVERNING LAW; WAIVER OF JURY TRIAL		65
	SECTION 10.06.     Costs, Expenses and Taxes		66
	SECTION 10.07.     No Proceedings		66
	SECTION 10.08.     Execution in Counterparts; Severability		67
	SECTION 10.09.     Confidentiality		67

ii

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A	Credit and Collection Policy
EXHIBIT B	Form of Purchase Request
EXHIBIT C	Form of Investor Report
EXHIBIT D	Form of Lock-Box Agreement
EXHIBIT E-1	List of Filing Locations/Originators
EXHIBIT E-2	List of Filing Locations/Seller
EXHIBIT E-3	List of Search Locations/Originators
EXHIBIT E-4	List of Search Locations/Seller
EXHIBIT F	List of Offices of Seller where Records Are Kept
EXHIBIT G	List of Lock-Box Banks and Lock-Box Accounts
EXHIBIT H	List of Closing Documents
EXHIBIT I	Monthly Periods
SCHEDULE I	Originators
SCHEDULE II	Major Obligors
SCHEDULE III	Special Concentration Limits
SCHEDULE IV	Lock-Box Exceptions

iii

RECEIVABLES PURCHASE AGREEMENT

     This RECEIVABLES PURCHASE AGREEMENT dated as of November 20, 2001 among TRW RECEIVABLES INC., a Delaware corporation, as Seller, TRW INC., an Ohio corporation, as Servicer, CHARTA CORPORATION, Delaware corporation (“Charta”), CIESCO, L.P., a New York limited partnership (“CIESCO”), WCP FUNDING, INC., a Delaware corporation (“WCP”), CORPORATE RECEIVABLES CORPORATION, a California corporation (“CRC”), and CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation (“CAFCO”) (Charta, Ciesco, WCP, CRC and CAFCO are collectively referred to as the “Conduit Purchasers” and each, individually, a “Conduit Purchaser”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers and Managing Agents, and CITICORP NORTH AMERICA, INC., a Delaware corporation, as Agent for the Conduit Purchasers and the Committed Purchasers. Capitalized terms used herein shall have the meanings specified in Section 1.01.

ARTICLE I
DEFINITIONS

     SECTION 1.01. Certain Defined Terms. As used in this Agreement (both above and elsewhere), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “Additional Yield” has the meaning assigned to that term in Section 2.06.

     “Adverse Claim” means a Lien other than any Permitted Lien.

     “Adjusted Net Receivables Pool Balance” means at any time of calculation hereunder, the Net Receivables Pool Balance minus the Required Reserves at such time.

     “Affected Party” means the Purchasers, CNAI, individually and in its capacity as Agent, each Managing Agent, any Liquidity Provider and any parent company controlling any of the foregoing.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person and, without limiting the generality of the foregoing, shall be presumed to include (a) any Person which beneficially owns or holds 20% or more of any class of voting securities of such specified Person or 20% or more of the equity interest in such specified Person and (b) any Person of which such specified Person beneficially owns or holds 20% or more of any class of voting securities or in which such specified Person beneficially owns or holds 20% or more of the equity interest. For the purposes of this definition, (i) “voting securities” of a Person means any securities which confer upon the holder thereof a right to vote with respect to the election of members of the board of directors or other analogous governing body of such Person (excluding voting power arising only upon the occurrence of a contingency), (ii) “control” when used with respect to any specified Person means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the

1

ownership of voting securities, by contract or otherwise, and (iii) the terms “controlling” and “controlled” have meanings correlative to the foregoing clause (ii).

     “Affiliate Obligor” means any entity with respect to which TRW owns or controls at least 20% but less than 50% of the voting securities or equity interests of such entity and which is identified by TRW on a current quarterly schedule delivered to the Agent in accordance with Section 5.02 (f) hereof.

     “Affiliate Obligor Overconcentration Amount” means, at any time, the amount by which the aggregate Outstanding Balance of Eligible Receivables owing from Affiliate Obligors exceeds the product of (i) 10.0% and (ii) the aggregate outstanding Capital at such time.

     “Agent” means CNAI, in its capacity as agent for the Purchasers, together with its successors and permitted assigns.

     “Aggregate Overconcentration Amount” means, at any time, the sum of (i) the Obligor Overconcentration Amount at such time, plus (ii) the Canadian Overconcentration Amount at such time, plus (iii) the Affiliate Obligor Overconcentration Amount at such time.

     “Agreement” means this Receivables Purchase Agreement, as amended from time to time.

     “Asset Purchase Agreement” means any asset purchase or other agreements pursuant to which a Conduit Purchaser may from time to time assign part or all of its Purchased Interest.

     “Assignee Rate” for any Settlement Period means a rate per annum equal to the LIBO Rate plus 1.25%; provided, however, that the Assignee Rate shall be equal to the Base Rate in effect from time to time (i) for a period of up to five days during any Settlement Period that is not equal to a month, (ii) for a period of up to five days with respect to any portion of Capital not outstanding during an entire Settlement Period, and (iii) at any time when it is unlawful for Citibank to obtain funds in the London interbank market. Following the occurrence and during the continuance of any Event of Termination and the expiration of any applicable grace periods, the Assignee Rate for each Settlement Period shall be the sum of the applicable interest rate per annum determined pursuant to the provisions set forth above plus 1.00% per annum.

     “Average Maturity” means, on any day, that period (expressed in days) equal to the weighted average maturity of the Receivables as shall be calculated by the Servicer as set forth in the most recent Investor Report in accordance with the provisions thereof; provided, however, that if the Agent should make a commercially reasonable determination that such method of calculation is no longer appropriate, the Agent may recalculate the Average Maturity for such day using the Agent’s own commercially reasonably method.

     “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended from time to time, or any successor thereto.

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     “Base Rate” means a fluctuating interest rate per annum equal to the rate of interest announced publicly by Citibank in New York, New York, from time to time as Citibank’s base rate.

     “Breakage Amount” means, for any Settlement Period prior to the Termination Date during which Capital is reduced pursuant to Section 2.02(c), the amount, if any, by which (i) the Additional Yield (calculated without taking into account any Breakage Amount) which would have accrued on the reductions of such Capital during such Settlement Period (as so computed) if such reductions had remained as Capital, exceeds (ii) the income, if any, received by the applicable Purchaser or the applicable Liquidity Provider from the investment by such Person of the proceeds of such reductions of Capital (which investment the Purchaser and the Liquidity Providers will use reasonable efforts to make under the then applicable conditions and circumstances).

     “Business Day” means any day other than a Saturday, Sunday or public holiday or the equivalent for banks in New York City, New York and, if the term “Business Day” is used in connection with the LIBO Rate, any day on which dealings are carried on in the London interbank market.

     “Canadian Obligor” means an Obligor organized under the laws of Canada or any province thereof.

     “Canadian Obligor Overconcentration Amount” means, at any time, the amount by which the aggregate Outstanding Balance of Eligible Receivables owing by Canadian Obligors exceeds the product of (i) 10.0% and (ii) the aggregate outstanding Capital at such time.

     “Capital” means, at any time, the sum of amounts paid to the Seller by the Purchasers pursuant to Section 2.02(b) reduced from time to time by Collections received and distributed as reductions on account of such Capital pursuant to Sections 2.04(e) or (f).

     “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 U.S. generally accepted accounting principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with U.S. generally accepted accounting principles.

     “Capital Purchase” has the meaning set forth in Section 2.02.

     “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 Commission thereunder as in effect on the date hereof) other than TRW, any Subsidiary of TRW or any TRW sponsored employee benefit plan, of shares representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of TRW; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of TRW by Persons who are not Continuing Directors. For purposes of the foregoing, “Continuing Directors” shall mean

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(i) the directors of TRW 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.

     “Citibank” means Citibank, N.A., a national banking association.

     “CNAI” means Citicorp North America, Inc., a Delaware corporation.

     “Collection Account” means the account designated by the Agent from time to time and maintained in the name of the Agent on behalf of the Purchasers at Citibank, for the purpose of receiving Collections following an Event of Termination or a Ratings Downgrade Event.

     “Collection Delay Period” means ten (10) days, or such other number of days as the Agent may, in its commercially reasonable determination, select upon three Business Days’ written notice to the Servicer.

     “Collections” means, with respect to any Receivable (other than a Repurchased Receivable), any and all related cash collections and proceeds of such Receivable, including, without limitation, all cash proceeds of Related Security with respect to such Receivable, all amounts due as fees or charges for late payments, any Collections deemed to have been received pursuant to Section 2.04(a) and any Other Payments.

     “Commitment” means, for any Committed Purchaser, the maximum amount of Capital which may be advanced by such Committed Purchaser as set forth opposite such Committed Purchaser’s name on the signature pages to this Agreement under the caption “Commitment”, subject to assignment pursuant to Section 10.04, as such amount may be reduced in accordance with Section 2.01(b).

     “Committed Purchaser” means, as to any Conduit Purchaser, each of the financial institutions listed on the signature pages to the Agreement as a “Committed Purchaser” for such Conduit Purchaser, together with its respective successors and permitted assigns.

     “Committed Purchaser Percentage” means, for any Committed Purchaser, a fraction (expressed as a percentage) computed by dividing such Committed Purchaser’s Commitment by the Purchase Limit.

     “Concentration Limit” means, for any Obligor, at any time, (a) the percentage set forth in the table below opposite the applicable long-term senior unsecured debt rating of such Obligor or (b) such other percentage (a “Special Concentration Limit”) for such Obligor as may be designated by the Agent, in its commercially reasonable determination, in writing from time to time (the Special Concentration Limits established as of the date of this Agreement are set forth on Schedule III attached hereto), which Special Concentration Limit is subject to reduction or cancellation by the Agent, in its commercially reasonable determination, upon thirty (30) days’ notice from Agent to the Seller and the Servicer; provided, however, that (1) after the occurrence of a Ratings Downgrade Event, the Agent shall have the right to reduce or cancel a Special Concentration Limit upon ten (10) days’ notice to the Seller and the Servicer and (2) upon the reduction of the senior unsecured long-term debt rating of any Obligor with respect to which a Special Concentration Limit is in effect to lower than BBB- by S&P or lower than Baa3

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by Moody’s, the Agent shall have the right to reduce or cancel a Special Concentration Limit upon five (5) days’ notice to the Seller and the Servicer; provided, further, however, that in the case of an Obligor with any affiliated Obligors, the Concentration Limit and the Receivables related thereto shall be calculated as if such Obligor and such one or more affiliated Obligors were one Obligor.

Long-term senior unsecured debt rating by S&P or Moody’s, respectively	Concentration Limit
AA- and Aa3 or higher	7.50%
At least BBB- and Baa3 but less than AA- or Aa3	3.75%
Less than BBB- or Baa3, or if not rated by both S&P and Moody’s	2.50%

     “Conduit Purchaser” means, as applicable, Charta, CIESCO, CRC, CAFCO, WCP, or any other commercial paper conduit rated A-1 by S&P and P-1 by Moody’s, which is managed by CNAI or which becomes a party hereto in accordance with the terms of
Section 10.04(b).

     “Contract” means an agreement or other arrangement, including a purchase order or invoice, whether in paper or electronic form, pursuant to or under which an Obligor shall be obligated to pay for merchandise sold or services rendered by an Originator from time to time.

     “CP Dealer Fee” has the meaning set forth in the Fee Letter.

     “CP Note” means any commercial paper note issued by a Conduit Purchaser.

     “CP Rate” shall mean, for any Conduit Purchaser for each Settlement Period, the per annum rate equal to the weighted average of the per annum rates paid or payable by such Conduit Purchaser from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of the CP Notes that are allocated, in whole or in part, by the Managing Agent (on behalf of such Conduit Purchaser) to fund or maintain such Conduit Purchaser’s Purchased Interest during such Settlement Period, as determined by the Managing Agent (on behalf of such Conduit Purchaser) and reported to the Seller, the Agent and the Servicer, which rates shall reflect and give effect to the commissions of placement agents and dealers in respect of CP Notes, to the extent such commissions are allocated, in whole or in part, to such CP Notes by the Managing Agent (on behalf of such Conduit Purchaser, including, without limitation, the CP Dealer Fee); provided, however, that if any component of such rate is a discount rate, in calculating the “CP Rate” for such Settlement Period, the Managing Agent for such Conduit Purchaser shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. Following the occurrence and during the continuance of any Event of Termination and the expiration of any applicable grace periods, the CP Rate for each Conduit Purchaser for each Settlement Period shall be the sum of the applicable interest rate per annum determined pursuant to provisions set forth above plus 1.00% per annum.

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     “Credit and Collection Policy” means, with respect to any Receivable, the credit and collection policy and practices attached as Exhibit A hereto relating to such Receivable and the related Obligor.

     “Default Ratio” means, for any Monthly Period, the average (expressed as a percentage) of the ratios for each of the three most recently ended Monthly Periods, in each case, determined as of the last day of each such Monthly Period by dividing (i) the aggregate Outstanding Balance of all Receivables that were Defaulted Receivables on such date or were written off the books of the Seller at any time during such Monthly Period by (ii) the aggregate Outstanding Balance of all Receivables on such date.

     “Default Stress Factor” means 1.5; provided, however, that after the occurrence of a Ratings Downgrade Event, the “Default Stress Factor” shall be 2.0.

     “Defaulted Receivable” means a Receivable: (i) as to which any payment, or part thereof, remains unpaid for more than ninety (90) days from the original due date for such payment, (ii) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 7.01(f) or (iii) which, consistent with the Credit and Collection Policy, has been or should be written off as uncollectible.

     “Delinquency Ratio” means, for any Monthly Period, the average (expressed as a percentage) of the ratios for each of the three most recently ended Monthly Periods, in each case, determined as of the last day of each such Monthly Period by dividing (i) the aggregate Outstanding Balance of all Receivables that are Delinquent Receivables on such date by (ii) the aggregate Outstanding Balance of all Receivables on such date.

     “Delinquent Receivable” means a Receivable that is not a Defaulted Receivable and (i) as to which any payment remains unpaid for more than thirty (30) days from the original due date for such payment set forth in the related Contract or (ii) which, consistent with the Credit and Collection Policy, has been or should be classified as delinquent.

     “Diluted Receivable” means that portion of any Receivable which is either (a) reduced or canceled as a result of a Dilution Factor or (b) subject to any specific pending dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof).

     “Dilution Factor” means any of the following factors giving rise to dilution: (i) any defective, rejected or returned merchandise or services, any cash discount, or any failure by an Originator to deliver any merchandise or perform any services or otherwise perform under the underlying Contract or invoice, (ii) any change, allowance or cancellation of any terms of such Contract or invoice or any other adjustment by such Originator which reduces the amount payable by the Obligor on the related Receivable and (iii) any setoff in respect of any specific pending claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction).

     “Dilution Horizon Factor” means, for any Monthly Period, a fraction (expressed as a percentage) determined as of the last day of such Monthly Period by dividing (i) the aggregate Outstanding Balance of all Receivables originated during the three most recently

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ended Monthly Periods, by (ii) the aggregate Outstanding Balance of Eligible Receivables as of such day.

     “Dilution Ratio” means, for any Monthly Period, a fraction (expressed as a percentage) determined as of the last day of such Monthly Period by dividing (i) the portion of all Receivables which became Diluted Receivables during such Monthly Period by (ii) the aggregate Outstanding Balance of all Receivables originated during the fourth preceding Monthly Period.

     “Dilution Reserve” means, at any time, an amount equal to the product of (i) the Dilution Reserve Percentage and (ii) the quotient obtained by dividing (A) the sum of (1) Capital outstanding at such time, plus (2) the Yield Reserve at such time, by (B) one minus the Dilution Reserve Percentage.

     “Dilution Reserve Percentage” means, for any Monthly Period, a percentage, determined as of the last day of such Monthly Period, equal to the product of (i) the sum of (A) the product of (1) the Dilution Stress Factor, multiplied by (2) the average of the Dilution Ratios for the twelve most recently ended Monthly Periods, plus (B) the Dilution Volatility Ratio as of such day, multiplied by (ii) the Dilution Horizon Factor as of such day.

     “Dilution Stress Factor” means 1.5; provided, however, that after the occurrence of a Ratings Downgrade Event, the “Dilution Stress Factor” shall be 2.0.

     “Dilution Volatility Ratio” means, for any Monthly Period, a percentage determined as of the last day of such Monthly Period equal to (HDR – ADR) x (HDR/ADR)

where:

HDR = the highest average Dilution Ratio for any three (3) consecutive Monthly Periods during the twelve (12) most recently ended Monthly Periods; and

ADR = the average of the Dilution Ratios for each of the twelve (12) most recently ended Monthly Periods.

     “Dynamic Loss Reserve Percentage” means, for any Monthly Period, a percentage determined as of the last day of such Monthly Period equal to the higher of (i) the product of (A) the Default Stress Factor, multiplied by (B) the highest Sales-Based Default Ratio for any Monthly Period during the preceding twelve (12) Monthly Periods, multiplied by (C) the Loss Horizon Factor as of such date, and (ii) the product of (X) 5, multiplied by (Y) the highest Loss-to-Liquidation Ratio for any Monthly Period during the preceding twelve (12) Monthly Periods.

     “Effective Date” means the first Business Day on which all of the conditions precedent to the Initial Purchase, as described in Section 3.01, have been satisfied.

     “Eligible Receivable” means a Receivable:

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     (i)     the Obligor of which (w) has a business address and operations in the United States or Canada, (x) is not an Affiliate (other than an Affiliate Obligor), employee or Subsidiary of the applicable Originator, TRW or the Seller, and (y) is not a Governmental Authority;

     (ii)     (x) which is not a Defaulted Receivable at the time an undivided percentage ownership interest in such Receivable is sold to the Purchasers hereunder, and (y) the Obligor of which is not the Obligor of Defaulted Receivables in the aggregate amount of 20% or more of the aggregate Outstanding Balance of all Receivables of such Obligor; provided, however, that the Receivables of an Obligor shall not be deemed ineligible by reason of clause (y) unless such Obligor is a Major Obligor;

     (iii)     which is denominated and payable only in United States dollars within the United States or, with the prior written consent of the Agent, Canada;

     (iv)     which, together with the Contract related thereto, does not contravene, in any material respect, any laws, rules or regulations applicable thereto (including, without limitation, laws, rules or regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract related thereto is in violation of any such law, rule or regulation in any material respect;

     (v)     which does not require the consent, authorization or approval of, or notice to, the Obligor thereof or any Governmental Authority (except for such consents, authorizations, approvals or notices which have already been obtained or are not required to assign or create a security interest in such Receivable under applicable law) to convey such Receivable, the related Contract, the Related Security and the Collections from the applicable Originator to TRW, from TRW to the Seller and from the Seller to the Purchasers;

     (vi)     which, at the time of the creation of an interest therein hereunder, satisfies all applicable requirements of the Credit and Collection Policy;

     (vii)     which, pursuant to the Contract related thereto, is required to be paid in full within seventy-five (75) days of the date on which the applicable Originator has performed all obligations required to be performed thereunder to the extent necessary to establish its right to receive payment in full or, with respect to any Obligor, such other period as the Agent may have consented to in writing;

     (viii)     which (1) is an “account” within the meaning of 9-102 of the New York UCC, (2) is an account receivable representing all or part of the sales price of merchandise sold or services rendered within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended, (3) together with the Contract related thereto, (x) has been duly authorized, (y) is in full force and effect, and (z) constitutes the legal, valid and binding obligation of the Obligor thereof enforceable against such Obligor in accordance with its terms, subject to Enforceability Exceptions, (4) has not been satisfied (it being understood that a Receivable with respect to which Collections have been received but not applied thereto shall not be considered satisfied), released, canceled, subordinated or rescinded, nor has any instrument been executed by the applicable Originator, TRW or the Seller which would effect any such satisfaction, release, cancellation, subordination or rescission and (5) is not subject to any specific pending

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dispute, right of rescission, setoff, recoupment, counterclaim or defense (except the bankruptcy or insolvency of such Obligor) whether arising out of transactions concerning such Receivable or otherwise (provided, that only the portion of the Receivable subject to any such dispute, right of rescission, setoff, recoupment, counterclaim or defense shall be deemed ineligible);

     (ix)     a purchase of which with the proceeds of CP Notes would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended;

     (x)     good and marketable title to which (including all of its interest in all Related Security and Collections with respect thereto) has been conveyed by the applicable Originator to TRW under the Transfer Agreement and by TRW to the Seller under the Sale Agreement free of any Lien (other than Permitted Liens);

     (xi)     which arises from the sale of merchandise or provision of services by the applicable Originator to an Obligor;

     (xii)     with respect to which all obligations on the part of the applicable Originator and the Seller have been performed to the extent necessary to establish the right to receive full payment; and

     (xiii)     which has not been compromised, adjusted or modified (including by extension of time of payment or the granting of any discounts, allowances or credits) other than in accordance with the Credit and Collection Policy.

     “Enforceability Exceptions” means exceptions to the enforceability of an obligation arising under (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, regardless of whether considered in a proceeding at equity or at law.

     “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 the Seller, 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 Seller 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 Seller or any

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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 Seller 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 Seller or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Seller 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 Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “Eurodollar Reserve Percentage” for any Settlement Period means the reserve percentage applicable to Citibank during such Settlement Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Settlement Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for Citibank in respect of liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Settlement Period.

     “Excluded Matters” means, for so long as no Event of Termination has occurred and is continuing, (i) the right of the Seller to determine or agree to the determination of the Required Discount (as defined in the Sale Agreement) and (ii) the rights of the Seller under (A) the last sentence of Section 2.06 of the Sale Agreement and (B) the last two sentences of Section 2.07(a) of the Sale Agreement.

     “Event of Termination” has the meaning assigned to that term in Section 7.01.

     “Facility Documents” shall mean collectively, this Agreement, the Sale Agreement, the Transfer Agreements, the Asset Purchase Agreements, the Fee Letter, each Lock-Box Agreement and all other agreements, documents and instruments delivered pursuant thereto or in connection therewith.

     “Facility Fee” has the meaning set forth in the Fee Letter.

     “Fee Letter” means that certain Fee Letter dated as of the date hereof among the Agent, the Seller and TRW.

     “Final Collection Date” means the date following the Termination Date on which the aggregate outstanding Capital has been reduced to zero and the Affected Parties have received all amounts payable to the Affected Parties (including Yield) pursuant to this Agreement or any other Facility Document (other than any Asset Purchase Agreement).

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     “Governmental Authority” means any federal, state, local or foreign government, any political subdivision of any of the foregoing and any agency or instrumentality of any of the foregoing.

     “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.

     “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, encumbrance, lien, pledge, charge or security interest of any kind 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 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 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.

     “Initial Purchase Date” means the date the first Purchase is made pursuant to this Agreement.

     “Investor Report” means a report, in substantially the form of Exhibit C, furnished by the Servicer to the Managing Agents for the Purchasers pursuant to Section 5.04(b)(v).

     “IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

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     “IRS” means the Internal Revenue Service of the United States of America.

     “LIBO Rate” for any Settlement Period means the rate of interest per annum at which deposits in U.S. Dollars are offered by the principal office of Citibank in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Settlement Period in an amount approximately equal or comparable to the then outstanding Capital and for a period equal to such Settlement Period.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), or preference, priority, charge or other security agreement or preferential arrangement of any kind or nature whatsoever that is intended as security.

     “Liquidation Yield” means, for purposes of calculating the Yield Reserve, an amount equal to the product of (a) the sum of (i) the product of the Rate Variance Factor times the LIBO Rate or the Base Rate, as applicable, for a period of thirty (30) days deemed to have commenced on the date of the calculation of the Yield Reserve, plus (ii) the Program Fee, plus (iii) the Facility Fee, plus (iv) the spread over the LIBO Rate set forth in the definition of “Assignee Rate,” times (b) Capital times (c) a fraction, having as its numerator the sum of (i) the Average Maturity and (ii) the Collection Delay Period, and having as its denominator, 360.

     “Liquidity Provider” means any of the financial institutions from time to time party to any Asset Purchase Agreement.

     “Lock-Box Account” means any account, including, without limitation, those accounts listed on Exhibit G, maintained at a Lock-Box Bank for the purpose of receiving Collections.

     “Lock-Box Agreement” means an agreement with respect to a Lock-Box Account at a Lock-Box Bank, in substantially the form of Exhibit D or such other form as may be acceptable to the Agent in its discretion, among the Seller, TRW, the Agent and such Lock-Box Bank.

     “Lock-Box Bank” means any of the banks listed on Exhibit G and any other financial institutions that may from time to time execute Lock-Box Agreements holding one or more lock-box accounts for receiving Collections from Receivables.

     “Loss Horizon Factor” means, for any Monthly Period, a fraction (expressed as a percentage) determined as of the last day of such Monthly Period by dividing (i) the aggregate Outstanding Balance of all Receivables originated during the five (5) most recently ended Monthly Periods, by (ii) the aggregate Outstanding Balance of Eligible Receivables as of such date.

     “Loss Reserve” means, at any time, an amount equal to the product of (i) the Loss Reserve Percentage and (ii) the quotient obtained by dividing (A) the sum of (1) Capital outstanding at such time, plus (2) the Yield Reserve at such time, by (B) one minus the Loss Reserve Percentage.

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     “Loss Reserve Percentage” means, at any time, the higher of (i) the Minimum Loss Reserve Percentage at such time, and (ii) the Dynamic Loss Reserve Percentage at such time.

     “Loss-to-Liquidation Ratio” means, as of the last day of any Monthly Period, the ratio (expressed as a percentage) determined by dividing (i) the aggregate Outstanding Balance of all Receivables that were (or should have been in accordance with the Credit and Collection Policy) written off during the three-month period ending on such day, net of recoveries on previously written-off Receivables received during such three-month period by (ii) the aggregate amount of cash Collections received by the Servicer during such three-month period in respect of the Outstanding Balance of Receivables; provided, that the Loss-to-Liquidation Ratio shall never be less than zero.

     “Managing Agent” means, as to any Conduit Purchaser, the financial institution responsible for the administration of such Conduit Purchaser’s commercial paper program and related activities. As of the date hereof, CNAI is the Managing Agent for Charta, CIESCO, CRC, CAFCO and WCP.

     “Major Obligor” means any Obligor listed on Schedule II hereto, as such schedule may be modified from time by the mutual consent of TRW and the Agent.

     “Majority Purchasers” has the meaning set forth in Section 10.01(c).

     “Material Adverse Effect” means a material adverse effect on (i) the ability of the Seller or TRW (in its capacity as Servicer) to perform its respective obligations under any Facility Document, (ii) subject to the Enforceability Exceptions, the legality, validity or enforceability of this Agreement or any other Facility Document, (iii) the Seller’s, the Purchasers’ or the Liquidity Providers’ interests in the Receivables Assets taken as a whole or (iv) the collectibility of any material portion of the Receivables Assets.

     “Material Indebtedness” means Indebtedness of a Person in an aggregate principal amount exceeding $100,000,000.

     “Minimum Loss Reserve Percentage” means, (i) for any Monthly Period prior to the occurrence of a Ratings Downgrade Event, 7.50% and (ii) for any Monthly Period after the occurrence of a Ratings Downgrade Event, 10.0%.

     “Monthly Period” means each fiscal monthly period of the Seller determined by reference to the calendar of fiscal monthly periods of the Seller attached as Exhibit I attached hereto, as such calendar may be amended or supplemented by the Seller from time to time in accordance with past business practices or otherwise with the prior written consent of the Agent (such consent not to be unreasonably withheld).

     “Monthly Reporting Date” means, with respect to a Settlement Period, the date that is two (2) Business Days prior to the Payment Date following such Settlement Period.

     “Moody’s” means Moody’s Investors Service, Inc., and its successors.

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     “Multiemployer Plan” means a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA.

     “Net Receivables Pool Balance” means at any time of calculation hereunder, an amount equal to (i) the Outstanding Balances of all Eligible Receivables (before subtracting amounts pursuant to clause (iv) of this definition), minus (ii) the Aggregate Overconcentration Amount at such time, minus (iii) the aggregate Outstanding Balance of Defaulted Receivables that would otherwise be Eligible Receivables at such time, minus (iv) all cash Collections received by the Servicer in respect of the Receivables described in clause (i) above which have not been applied to reduce the Outstanding Balance of such Receivables and the aggregate amount of reductions that would result from the application of all Dilution Factors which have not yet been applied by the Servicer to the Outstanding Balance of any Receivables.

     “Obligor” means any Person obligated to make payments pursuant to a Contract.

     “Obligor Overconcentration Amount” means, at any time, the aggregate, for all Obligors, of the amounts by which the aggregate Outstanding Balance of all Eligible Receivables of each such Obligor exceeds the product of (i) the applicable Concentration Limit for such Obligor, and (ii) the aggregate outstanding Capital at such time.

     “Originator” means each of the entities listed on Schedule I hereto, as such Schedule may be amended from time to time.

     “Other Fees” means amounts owed by the Seller hereunder pursuant to Sections 2.06, 2.07, 2.08, 8.01 and 10.06.

     “Other Payments” means (i) any cash payment made by TRW to the Seller pursuant to Section 2.02(d) of the Sale Agreement and (ii) any payments made to the Seller pursuant to clause (i) of the first sentence of Section 2.11(c) of the Sale Agreement.

     “Outstanding Balance” means, with respect to a Receivable at any time, the then outstanding principal balance thereof.

     “Payment Date” means, (a) with respect to any Settlement Period for which the Purchaser Rate is the CP Rate, the date which is the 18th day of the calendar month following such Settlement Period and (b) with respect to any Settlement Period for which the Purchaser Rate is the Assignee Rate, the last day of such Settlement Period; provided, that the Agent may, in its discretion following the occurrence and during the continuance of either a Ratings Downgrade Event or an Event of Termination, by notice to the Seller, require that Payment Dates occur more frequently than monthly; provided, however, that after the occurrence of a Ratings Downgrade Event the Payment Dates may occur no more frequently than weekly; provided, further, that the foregoing limitation shall not apply after the occurrence of an Event of Termination.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “Permitted Investments” shall mean:

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     (a)     direct obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof, if such obligations are backed by the full faith and credit of the United States;

     (b)     federal funds, certificates of deposit, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than ninety (90) days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company organized under the laws of the United States or any state and subject to authorities; provided, that the short-term obligations of such depository institution or trust company are rated in one of the two highest available rating categories by the Rating Agencies;

     (c)     commercial paper (having original maturities of not more than thirty (30) days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of the acquisition are rated A-1 or better by S&P and P-1 by Moody’s;

     (d)     securities of money market funds rated AAm or better by S&P and Aa or better by Moody’s; and

     (e)     repurchase obligations secured by an investment described in clause (a) above with a market value greater than the repurchase obligation, provided that such security is held by a third party custodian which has a rating for its short-term, unsecured debt or commercial paper (other than such obligations the rating of which is based on the credit of a Person other than such custodian) of P-1 by Moody’s and at least A-1 by S&P.

     “Permitted Liens” means any of the following:

     (a)     Liens for taxes and assessments (i) which are not yet due and payable or (ii) the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Seller is maintaining adequate reserves in accordance with generally accepted accounting principles;

     (b)     Liens in favor of the Agent or the Purchasers, including any Liquidity Providers (but only in connection with this Agreement);

     (c)     Liens related to storage, work, labor, usage or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided, in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings;

     (d)     Liens in favor of the Seller arising pursuant to the Sale Agreement; and

     (e)     imperfections in title or Liens arising by operation of law not material in amount and which, individually or in the aggregate, do not materially interfere with the rights hereunder of any Purchaser or the Agent in the Receivables Assets taken as a whole.

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     “Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture, 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 Seller 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.

     “Program Fee” has the meaning set forth in the Fee Letter.

     “Purchase” means a purchase by a Purchaser of an undivided percentage ownership interest in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) from the Seller pursuant to Section 2.01 and Section 2.02.

     “Purchase Group” means any Conduit Purchaser and its related Committed Purchasers.

     “Purchase Limit” means at any time $350,000,000, provided, however, that at all times on and after the Termination Date, the “Purchase Limit” shall mean the aggregate outstanding Capital.

     “Purchase Price” has the meaning given such term in Section 2.02(d).

     “Purchase Request” has the meaning given such term in Section 2.02(b).

     “Purchased Interest” means the undivided percentage ownership interest of a Purchaser in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof), including the Receivables and the Related Security and Collections related thereto. The Purchased Interest of any Purchaser is expressed as a fraction of the total Receivables Assets, and shall at any time be equal to such Purchaser’s Ratable Share of an amount computed as follows:

C + RR
NRPB

where:
C	=	The outstanding amount of Capital at such time
RR	=	The Required Reserves at such time.
NRPB	=	The Net Receivables Pool Balance at such time

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provided, that from and after the Termination Date, the Purchased Interest of each Purchaser shall be the Purchased Interest of such Purchaser as calculated on the Business Day immediately preceding the Termination Date.

     “Purchaser” means any Conduit Purchaser or Committed Purchaser, as applicable, and “Purchasers” means, collectively, the Conduit Purchasers and the Committed Purchasers.

     “Purchaser Rate” means, for any Settlement Period (i) with respect to the Committed Purchasers, a rate equal to the Assignee Rate for such Settlement Period, and (ii) with respect to a Conduit Purchaser, (x) its CP Rate or (y) a rate equal to the Assignee Rate for such Settlement Period if at any time and for any reason whatsoever, (1) such Conduit Purchaser shall not fund Purchases or maintain Capital during such Settlement Period through the issuance of CP Notes in the United States commercial paper market, (2) the Agent shall have required that Payment Dates occur more frequently than monthly pursuant to the proviso in the definition of “Payment Date” or (3) the Purchaser shall have assigned Capital to a Liquidity Provider or to any other permitted assignee (other than a Conduit Purchaser) pursuant to Section 10.04.

     “Purchaser’s Ratable Share” means, at any time with respect to any Purchaser, the amount of such Purchaser’s Capital at such time divided by the aggregate amount of Capital of all Purchasers at such time.

     “Rate Variance Factor” means 1.5, or such other number as determined by the Agent (in its commercially reasonable determination) and notified by the Agent to the Servicer upon at least five (5) days’ notice.

     “Rating Agency” means, as applicable, either or both of S&P and Moody’s or their respective successors.

     “Ratings Downgrade Event” means the reduction of TRW’s senior unsecured long term debt rating to (i) less than BBB- by S&P and Baa3 by Moody’s or (ii) less than BB+ by S&P or Ba1 by Moody’s.

     “Receivable” means all indebtedness of an Obligor arising under a Contract from the sale of merchandise or provision of services by any of the operating units of an Originator identified on Schedule I hereto, including all interest and finance charges.

     “Receivables Assets” means, at any time, all then outstanding Receivables (excluding Repurchased Receivables), Related Security with respect to such Receivables, the Lock-Box Accounts, all right, title and interest of the Seller in, to and under the Sale Agreement, each Transfer Agreement and all other proceeds of the foregoing, including, without limitation, all Collections of Receivables.

     “Records” means all agreements, documents, instruments, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained by or on behalf of the Seller with respect to the Receivables (excluding Repurchased Receivables), the related Obligors and the Related Security.

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     “Reinvestment Purchase” has the meaning assigned to that term in Section 2.02(a).

     “Related Security” means, with respect to any Receivable (excluding Repurchased Receivables), all right, title and interest of the Seller or TRW in, to and under: (i) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the related Contract or otherwise, (ii) all UCC financing statements or other filings covering any collateral securing payment of such Receivable, (iii) all guarantees, prepayment penalties, indemnities, warranties, letters of credit, insurance policies and proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the related Contract or otherwise, (iv) all Records related to such Receivable and (v) all proceeds of the foregoing.

     “Repurchased Receivable” means a Receivable (together with all Related Security relating to such Receivable and all Collections with respect to, and other proceeds of, such Receivable) with respect to which the Purchasers’ interest therein is reconveyed to the Seller pursuant to Section 8.04 hereof.

     “Required Receivables Balance” means, at any time, an amount equal to the sum of (a) the aggregate Capital at such time, plus (b) the Required Reserves at such time, minus (c) the amounts on deposit in the Collection Account at such time that have been deposited into the Collection Account and held by the Servicer in accordance with the second proviso of Section 2.04(c)(ii).

     “Required Reserves” means, at any time, the sum of the Loss Reserve, the Yield Reserve, Servicer Fee Reserve, the Volatility Reserve and the Dilution Reserve at such time.

     “Responsible Officer” means, with respect to any Person, the chief financial officer, the controller or the treasurer of such Person, and any other Person named in a certificate delivered to the Agent from time to time.

     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

     “Sale Agreement” means that certain Receivables Sale Agreement dated as of the date hereof, entered into between TRW and the Seller, pursuant to which TRW transfers all of its right, title and interest in and to the Receivables and Related Security to the Seller.

     “Sales-Based Default Ratio” means, for any Monthly Period, the average (expressed as a percentage) of the ratios for each of the three most recently ended Monthly Periods, in each case, determined as of the last day of each such Monthly Period by dividing (i) the aggregate Outstanding Balance of all Receivables that were 91-120 days past due on such date or were written off the books of the Seller at any time during such Monthly Period by (ii) the aggregate Outstanding Balance of all Receivables that were generated during the fifth preceding Monthly Period.

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     “Scheduled Termination Date” means, (i) with respect to the Committed Purchasers’ Commitments hereunder, November 19, 2002, unless such date is extended with the consent of the parties hereto and (ii) with respect to the Conduit Purchasers, the earlier of (x) November 20, 2006, unless such date is extended with the consent of the parties hereto and (y) the termination of the Conduit Purchasers’ liquidity back-stop facilities with respect to this Agreement.

     “Seller” means TRW Receivables Inc., a Delaware corporation, in its capacity as Seller hereunder, together with its successors and permitted assigns.

     “Servicer” means at any time TRW, solely in its capacity as Servicer, or such other Person(s) then authorized pursuant to Section 6.01 to service, administer, bill and collect Receivables.

     “Servicer Fee” means a fee with respect to each Monthly Period, payable in arrears on the next succeeding Payment Date for the account of the Servicer, in an amount equal to the product of (i) the aggregate Outstanding Balances of all Receivables as of the last day of such Monthly Period, (ii) the per annum rate of one percent (1.00%) and (iii) a fraction equal to the number of actual days elapsed in such Monthly Period divided by 360; provided, that if the Servicer is not TRW or an Affiliate of TRW, the Servicer Fee shall be the greater of the foregoing amount and 110% of the reasonable costs and expenses of servicing the Receivables Assets.

     “Servicer Fee Reserve” means, as of any date, an amount equal to the sum of (1) the product of (i) the aggregate Outstanding Balance of Receivables as of such date, (ii) a per annum rate equal to one percent (1.00%), and (iii) a fraction having as its numerator the sum of (A) the Average Maturity and (B) the Collection Delay Period, and having as its denominator 360, plus (2) the accrued and unpaid Servicer Fee as of such date.

     “Servicer Termination Event” means the occurrence of any of the following with respect to the Servicer:

     (a)     the Servicer shall fail to make any payment or deposit in respect of Capital, Yield, Facility Fees, Program Fees or Servicer Fees required to be made by it hereunder when due and such failure shall continue for one (1) Business Day after the first to occur of knowledge thereof by a Responsible Officer of the Servicer or receipt of written notice thereof from the Agent to the Servicer; or

     (b)     the Servicer shall fail to make any payment or deposit (other than those amounts referred to in clause (a) above) required to be made by it hereunder when due and such failure shall continue for three (3) Business Days after receipt of written notice thereof from the Agent to the Servicer; or

     (c)     the Servicer shall fail to perform or observe in any material respect, any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and such failure remains unremedied for fifteen (15) days after the first to occur of knowledge thereof by a Responsible Officer of the Servicer or notice thereof from the Agent to the Servicer; or

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     (d)     any representation or warranty made or deemed to be made by the Servicer under this Agreement, any Investor Report or any Purchase Request shall prove to have been false or incorrect in any material respect when made and the Servicer shall fail to complete corrective actions reasonably satisfactory to the Agent within fifteen (15) days after the first to occur of knowledge thereof by a Responsible Officer of the Servicer or notice thereof from the Agent to the Servicer; or

     (e)     the Servicer shall generally fail to pay, or admit in writing its inability to pay, its debts as they become due; or the Servicer shall apply for, consent to, or acquiesce in the appointment of, a trustee, receiver, or other custodian for it or for a substantial part of its property, or make 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 shall be appointed for the Servicer or for a substantial part of its property; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, shall be commenced in respect of the Servicer and, if such case or proceeding is not commenced by the Servicer, it is consented to or acquiesced in by the Servicer, or remains undismissed or unstayed for ninety (90) consecutive days; or the Servicer shall take any corporate action to authorize any of the foregoing; or

     (f)     if TRW is the Servicer, a Ratings Downgrade Event shall occur; or

     (g)     if TRW is the Servicer, an Event of Termination described in Section 7.01(n) shall occur;

     (h)     the Servicer shall resign (other than in accordance with Section 6.01(b) hereof), be replaced or otherwise cease to perform as Servicer hereunder or the Servicer shall resign, be replaced or otherwise cease to perform as Servicer with respect to the Receivables Assets under the Sale Agreement, unless in any such case, the successor Servicer is an Affiliate of TRW.

     “Settlement Period” means a period equal to one (1) calendar month, provided however, that the first Settlement Period shall commence on the Effective Date and terminate on the last day of the calendar month in which such Settlement Period commenced; provided, further, that when used with respect to any Settlement Period for which the Purchaser Rate is based on the LIBO Rate, “Settlement Period” shall mean any one-month period commencing on the date such LIBO Rate is set; provided, further, that the Agent may, in its discretion, select any period or periods of time as Settlement Periods following the occurrence and during the continuance of an Event of Termination or a Ratings Downgrade Event, which period or periods may be no less than one week after the occurrence of a Ratings Downgrade Event but may be any period as the Agent shall determine after the occurrence of an Event of Termination.

     “Special Concentration Limit” has the meaning assigned to that term in the definition of “Concentration Limit.”

     “Subsidiary” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the

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Board of Directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

     “Termination Date” means the earliest to occur of (i) the Scheduled Termination Date, (ii) the declaration or automatic occurrence of the Termination Date pursuant to Section 7.01, (iii) that Business Day which the Seller designates as the Termination Date by notice to the Agent at least thirty (30) calendar days prior to such Business Day (iv) upon the occurrence and during the continuance of a “Purchase Termination Event” under, and as defined in, the Sale Agreement, the date on which the Seller gives notice to TRW (in its capacity as “Seller” under the Sale Agreement) and the Agent declaring its obligation to purchase Receivables under the Sale Agreement to be terminated, (v) the date on which the Agent and the Seller receive notice from TRW that TRW declined to make a capital contribution to the Seller as described in Section 2.02(e) of the Sale Agreement, and (vi) that Business Day which TRW (in its capacity as “Seller” under the Sale Agreement) designates as the “Purchase Termination Date” under, and as defined in, the Sale Agreement, by notice to the Seller and the Agent at least thirty (30) days prior to such Business Day.

     “Transfer Agreement” means each Receivables Transfer Agreement dated as of the date hereof, entered into between an Originator and TRW, pursuant to which such Originator transfers all of its right, title and interest in and to the Receivables and Related Security to TRW.

     “TRW” means TRW Inc., an Ohio corporation.

     “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

     “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

     “Volatility Reserve” means (i) as of any date prior to the occurrence of a Ratings Downgrade Event, $0.00, and (ii) at any time after the occurrence of a Ratings Downgrade Event, an amount equal to the lesser of (a) the product of (1) 10.0% and (2) the aggregate Capital outstanding at such time, and (b) the greatest decrease in the aggregate Outstanding Balance of all Receivables, measured as of the last day of any two consecutive Monthly Periods during the twelve Monthly Periods immediately preceding such date.

     “Yield” means, for any Settlement Period, an amount equal to:

(PR x C x ED/360) + AY

where:

PR	=	the weighted average daily (calculated as a function of not only the interest rate but also the amount of Capital allocated to such interest rate) Purchaser Rate for such Settlement Period.
C	=	the average daily outstanding Capital during such Settlement Period.

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ED	=	the actual number of days elapsed during such Settlement Period.
AY	=	any Additional Yield accruing during such Settlement Period.

     “Yield Reserve” means, as of any date of determination, an amount equal to the sum of (i) the Liquidation Yield and (ii) the accrued and unpaid Yield, fees and other amounts due and payable with respect to Capital.

     SECTION 1.02. Other Terms and Constructions. Under this Agreement, all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect in the United States, and all accounting determinations made and all financial statements prepared hereunder shall be made and prepared in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the exhibits and schedules hereto, as the same may from time to time be amended or supplemented and not to any particular section, subsection, or clause contained in this Agreement, and all references to Sections, Exhibits and Schedules shall mean, unless the context clearly indicates otherwise, the Sections hereof and the Exhibits and Schedules attached hereto, the terms of which Exhibits and Schedules are hereby incorporated into this Agreement. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. Each of the definitions set forth in Section 1.01 hereof shall be equally applicable to both the singular and plural forms of the defined terms. Unless specifically stated otherwise, all references herein to any agreements, documents or instruments shall be references to the same as amended, restated, supplemented or otherwise modified from time to time.

     SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II
AMOUNTS AND TERMS OF THE PURCHASES

     SECTION 2.01. The Purchase Facility.

     (a)     Upon the terms and subject to the conditions set forth in this Agreement, from the Effective Date through the Business Day immediately preceding the Termination Date, the Seller at its discretion agrees to sell to the Purchasers undivided percentage ownership interests in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) equal to the Purchased Interest of each respective Purchaser, and each Conduit Purchaser may, in its sole discretion, purchase, and if such Conduit Purchaser fails or declines to so

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purchase, the related Committed Purchasers shall purchase, such undivided percentage ownership interests.

     (b)     The Seller may, upon at least five (5) days’ notice to the Agent and the Managing Agents, terminate in whole or reduce in part the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such reduction shall be allocated to each Purchase Group pro-rata based on the aggregate Committed Purchaser Percentage of the Committed Purchasers in such Purchaser Group (unless otherwise agreed to by the Agent and the Seller), and such allocation to any Purchase Group shall be further allocated to each Committed Purchaser in such Purchase Group ratably in accordance with the size of their respective Commitments (unless otherwise agreed to by such Committed Purchasers).

     (c)     For the purpose of obtaining a valid and perfected first priority ownership interest or security interest in each Receivable and in the Related Security, Collections and other Receivables Assets with respect thereto, this Agreement is intended to constitute a security agreement under the UCC, the Seller hereby grants to the Agent a security interest in the Receivables Assets and each Purchaser hereby appoints the Agent as its representative with respect to the acquisition of Purchased Interests and to be the named secured party on all financing statements filed on behalf of the Purchasers.

     SECTION 2.02. Making the Purchases.

     (a)     Types of Purchases. Each purchase of undivided percentage ownership interests in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof) by the Purchasers hereunder shall consist of either (i) a purchase made by the applicable Purchasers with new funds provided by such Purchasers (each, a “Capital Purchase”) or (ii) a purchase made by the applicable Purchasers in consideration for the allocations made in accordance with Section 2.04 (each, a “Reinvestment Purchase”). The first purchase hereunder shall be a Capital Purchase.

     (b)     Capital Purchases. The Seller shall provide each of the Managing Agents with a purchase notice, in the form of Exhibit B (each a “Purchase Request”), no later than 3:00 p.m. (New York time) at least two (2) Business Day prior to each Capital Purchase. Each Purchase Request shall, except as set forth below, be irrevocable and shall specify the requested Purchase Price (not to be less than $5,000,000) and date of purchase (which shall be a Business Day). Following receipt of a Purchase Request, each Managing Agent will determine whether the relevant Conduit Purchaser will make the requested Capital Purchase. If any Conduit Purchaser declines to make such Capital Purchase, its Managing Agent shall promptly notify the Agent and the Seller and the Seller may, on the day it receives such notice, either (x) cancel the applicable Purchase Request or (y) request that the related Committed Purchasers make such Capital Purchase, in each case by notice to the Agent and the Managing Agents. If the Seller does not so notify the Agent and the Managing Agents, then the applicable Purchase Request shall be deemed to be canceled. On the date of each Capital Purchase, upon satisfaction of the applicable conditions precedent set forth in Article III, each Conduit Purchaser or Committed Purchaser, as applicable, shall make available to its Managing Agent at its address listed beneath its signature

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on its signature page to this Agreement, in same day funds, an amount equal to (1) in the case of a Conduit Purchaser, such Conduit Purchaser’s Conduit Purchaser Percentage of the aggregate Purchase Price with respect to such Capital Purchase, and (2) in the case of a Committed Purchaser, such Committed Purchaser’s Committed Purchaser Percentage of the aggregate Purchase Price with respect to such Capital Purchase. After receipt by each Managing Agent of such funds, such Managing Agent will make such funds available to the Seller by wire transfer to such account as shall have been designated by the Seller or the Servicer.

     (c)     Reinvestment Purchases. On each Business Day until the Business Day immediately preceding the Termination Date, each Purchaser shall automatically be deemed to have made a Reinvestment Purchase unless, with respect to a Conduit Purchaser, the Managing Agent shall have notified the Seller and the Servicer that such Conduit Purchaser shall not make such Reinvestment Purchase for any reason. If the Managing Agent provides such notice and after giving effect to the assignment described in Section 2.02(g), the Collections allocated to the Purchaser on such Business Day pursuant to Section 2.04(b)(i) shall be applied in accordance with Section 2.04(c).

     (d)     Purchase Price. The purchase price (the “Purchase Price”) with respect to a Capital Purchase shall be equal to the amount requested by the Seller to be paid by the applicable Purchasers pursuant to Section 2.02(a). The Purchase Price for a Capital Purchase may in no event be greater than the excess, if any, of (1) the lesser of the Purchase Limit and the Adjusted Net Receivables Pool Balance on the date of such Purchase, over (2) the aggregate amount of outstanding Capital (before giving effect to such Purchase).

     (e)     Effect of Purchases. Upon each Purchase, the Seller hereby pledges, grants a security interest in and assigns to the Agent, for the benefit of the Purchasers, all of the right and title to and interest in the Receivables Assets (except with respect to the Lock-Box Accounts, with respect to which the Agent shall have a security interest until ownership is conveyed in accordance with Section 6.03 hereof), including, without limitation, the Receivables, the Related Security and Collections included within such Receivables Assets, as security for the payment and performance of all obligations of the Seller hereunder.

     (f)     Several Nature of the Obligations. Notwithstanding anything to the contrary contained herein, the Agent shall not be required to deposit or otherwise make available to the Seller any amount in respect of any Capital Purchase in excess of the aggregate amount actually received by the Agent from the applicable Purchasers in respect thereof. The Commitments of the Committed Purchasers hereunder are several and not joint. The failure of any Committed Purchaser to make any Purchase required to be made by it in accordance with Section 2.02(b) shall not relieve any other Committed Purchaser of its obligation, if any, hereunder to make any payment required of it on such day or on any later date, but no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make any Purchase or other payment required hereunder to be made by such other Committed Purchaser.

     (g)     Agreement to Assign. On any date on which a Conduit Purchaser declines to make a Capital Purchase or gives notice in accordance with Section 2.02(c) that it will not make a Reinvestment Purchase, such Conduit Purchaser shall sell, and the related Committed Purchaser shall purchase, all of such Conduit Purchaser’s right, title and interest in and to its

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Purchased Interest together with accrued and unpaid Yield thereon, in each case as of such date and immediately prior to the allocation made pursuant to Section 2.04(b), automatically and without any further action on the part of any Person. In consideration of such purchase, the applicable Committed Purchaser shall pay to such Conduit Purchaser an amount equal to the sum of the amount of such Conduit Purchaser’s outstanding Capital plus accrued and unpaid Yield thereon plus any unpaid Program Fees, Facility Fees or Other Fees owed to such Conduit Purchaser.

     SECTION 2.03. Yield and Fees.

     (a)     Yield shall accrue on the outstanding Capital of a Purchased Interest on each day during a Settlement Period at the applicable Purchaser Rate. On each Payment Date, the Seller shall pay to each Managing Agent, for the account of the related Purchasers, an amount equal to accrued and unpaid Yield with respect to the immediately preceding Settlement Period from Collections in accordance with Section 2.04.

     (b)     On each Payment Date, the Seller shall pay to the Agent, for the account of the Purchasers, an amount equal to the sum of the unpaid Program Fees, Facility Fees and Other Fees with respect to the immediately preceding Settlement Period from Collections in accordance with Section 2.04.

     SECTION 2.04. Settlement Procedures.

     (a)     Treatment of Dilution Payments. If on any day the Outstanding Balance of any Receivable (other than a Repurchased Receivable) is either reduced or canceled as a result of a Dilution Factor, the Seller shall be deemed to have received on the Payment Date immediately following the day on which such reduction or cancellation occurs, an amount equal to the amount of such reduction, or in the case of a cancellation, the Outstanding Balance of such Diluted Receivable. If the Seller is on any day deemed to have received Collections pursuant to this Section 2.04(a), the Seller shall pay an amount of funds equal to such deemed Collections to the Servicer for allocation and application in accordance with this Section 2.04 (it being understood that, to the extent of any adjustments owed to the Seller by TRW under the Sale Agreement with respect to such Dilution Factors, the Servicer can make such deposits into the Collection Account).

     (b)     Daily Allocation of Collections. Both before and after the Termination Date, on each Business Day during a Settlement Period, the Servicer shall determine the Collections received on such day and shall allocate such Collections and pay the balance of Collections not so allocated in the following manner:

     (i)     first, to the Agent for the benefit of the Purchasers, an amount equal to the product of (x) the aggregate of the Purchased Interests, and (y) the amount of such Collections on such day, which amount shall be applied by the Servicer in accordance with Section 2.04(c) below; and

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     (ii)     second, pay the balance of such Collections to the Seller or, to the extent the Seller owes any amount to TRW under the Sale Agreement, remit such funds to TRW by wire transfer to such account as shall have been designated by TRW.

     (c)     Daily Application of Collections. On each Business Day prior to the Termination Date, the Servicer shall apply the Collections allocated pursuant to Section 2.04(b)(i) as follows:

     (i)     first, if a Reinvestment Purchase is to be made on such day in accordance with Section 2.02(c) hereof, to make such Reinvestment Purchase and pay to TRW the “Purchase Price” (as defined in the Sale Agreement) of Receivables being purchased on such Business Day by the Seller pursuant to Section 2.02(a) of the Sale Agreement; and

     (ii)     second, if and to the extent Collections are not applied in accordance with clause (i) of this Section 2.04(c), the Servicer shall set aside and hold such Collections in trust for the benefit of the Purchasers; provided, however, that so long as the Termination Date has not occurred, the Servicer shall be permitted to use such Collections (whether or not such Collections have been deposited in the Collection Account) for the general corporate purposes of TRW (including, without limitation, to make cash capital contributions to the Seller for the purpose of enabling the Seller to make principal payments on the Subordinated Note) (subject to the Servicer’s obligations described in Section 2.04(d)) and, to the extent not so used, shall apply such Collections to make Reinvestment Purchases in accordance with Sections 2.02(c) and 2.04(c)(i) and to make distributions in accordance with Sections 2.04(e)(i) and (ii); provided, further, however, that if (A) a Ratings Downgrade Event has occurred and is continuing, and (B) the Servicer is aware that the Required Receivables Balance exceeds the Net Receivables Pool Balance at such time, the Servicer shall deposit to the Collection Account out of such Collections an amount equal to the excess (if any) of the Required Receivables Balance over the Net Receivables Pool Balance prior to using such Collections for any other purposes permitted pursuant to this Section 2.04(c)(ii), and shall retain the amount so deposited until application in accordance with Sections 2.04(e)(i) and (ii) or Section 2.04(f).

     (d)     Servicer’s Responsibilities With Respect to Collections. The Servicer shall manage Collections such that on each Payment Date there are sufficient Collections and amounts on deposit in the Collection Account available to pay the amounts required to be paid in accordance with Sections 2.04(e)(i) and (ii) on such Payment Date. In connection with the foregoing, on each Payment Date prior to the Termination Date, the Servicer shall remit (out of funds then available to it from Collections or, if such Collections are insufficient, out of its own funds, subject to the proviso at the end of this sentence) to the Agent for the benefit of the Purchasers, an amount equal to the amounts required to be paid pursuant to Sections 2.04(e)(i) and (ii); provided, however, that the Servicer’s obligations under this Section 2.04(d) shall be limited to an amount equal to the aggregate amount of Collections received by the Servicer during the immediately preceding Settlement Period from funds allocated in accordance with Section 2.04(b)(i) which are not used to make Reinvestment Purchases in accordance with Sections 2.04(c)(i) or (ii) or deposited by the Servicer into the Collection Account pursuant to Section 2.04(c)(ii). The obligations described in this Section 2.04(d) are obligations of the Servicer in its individual capacity and are not limited to Collections it then holds.

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     (e)     Application of Funds Prior to the Termination Date. By 3:00 p.m., New York City time, on each Payment Date prior to the Termination Date, funds on deposit in the Collection Account or held by the Servicer shall be distributed to the Agent, for the benefit of the Purchasers, as follows:

     (i)     first, in payment of the following amounts in the following order for allocation to the relevant Affected Parties (or the Servicer, as the case may be): (1) Yield, for allocation ratably among the Purchasers, (2) Facility Fees, (3) Program Fees, (4) Other Fees and (5) Servicer Fees, in each case with respect to the immediately preceding Settlement Period; and

     (ii)     second, in payment to the Purchasers (ratably in accordance with their respective Purchased Interests) of an amount equal to the excess (if any) of the Required Receivables Balance over the Net Receivables Pool Balance as of the last day of the immediately preceding Settlement Period; and

Any remaining funds on deposit in the Collection Account shall be remitted and released to the Servicer, and any remaining funds held by the Servicer shall be released to the Servicer, in each case, for application in accordance with Section 2.04(c).

     (f)     Application of Collections Following the Termination Date. On each Business Day on and after the Termination Date, the Servicer shall remit all Collections received by or on behalf of the Seller to the Collection Account and, on such Business Day, the Agent shall apply all such Collections as follows:

     (i)     first, in payment of accrued and unpaid Yield with respect to the Settlement Period in which such Business Day falls, for allocation ratably among the Purchasers;

     (ii)     second, in payment of the following amounts in the following order, for allocation to the relevant Affected Parties (or the Servicer, as the case may be) (to the extent then accrued and unpaid): (1) Facility Fees, (2) Program Fees, (3) Other Fees and (4) Servicer Fees;

     (iii)     third, in payment of outstanding Capital, for allocation ratably among the Purchasers;

     (iv)     fourth, in payment of all other amounts due and payable to the Affected Parties; and

     (v)     fifth, following the Final Collection Date, the balance to the Seller.

     (g)     Application of Funds Remitted to Collection Account. On each Business Day on which Collections are remitted to or deposited in the Collection Account as the result of the exercise of the Agent’s rights pursuant to Section 6.03, the Agent shall (i) prior to the Termination Date, distribute such funds from the Collection Account to the Servicer for further

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allocation and application in accordance with Sections 2.04(b), (c) and (d) and (ii) on and after the Termination Date, apply all such Collections in accordance with Section 2.04(f).

     SECTION 2.05. Payments and Computations, Etc. All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due in lawful money of the United States of America in immediately available funds to such account as the Agent or the relevant Managing Agents may designate from time to time in writing. The Seller and the Servicer shall, to the extent permitted by law, pay to the Agent interest on all amounts not paid or deposited or debited by such Person when due hereunder at 2% per annum above the Base Rate, payable on demand. Such interest shall be retained by the Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Agent of such overdue amount to the applicable Purchaser or the applicable Liquidity Provider, in which case such interest accruing after such date shall be for the account of, and distributed by the Agent to, such Purchaser or such Liquidity Provider. All computations of interest and all computations of Yield, Facility Fees, Program Fees, Servicer Fees and Other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. In no event shall any provision of this Agreement require the payment or permit the collection of Yield or interest in excess of the maximum permitted by applicable law. In the event that any payment hereunder (whether constituting a payment of Capital, Yield or any other amount) is rescinded or must otherwise be returned for any reason, the amount of such payment shall be restored and such payment shall be considered not to have been made.

     SECTION 2.06. Additional Yield. To the extent Yield is calculated during any Settlement Period by reference to the LIBO Rate, the Seller shall pay to the Agent for the account of the Purchasers and the Liquidity Providers (without duplication of amounts otherwise payable hereunder), so long as Citibank shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional Yield (“Additional Yield”) on outstanding Capital for each day during such Settlement Period, at a rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBO Rate of such Settlement Period from (ii) the rate obtained by dividing such LIBO Rate by the percentage equal to 100% minus the Eurodollar Reserve Percentage for such Settlement Period.

     SECTION 2.07. Yield Protection.

     (a)     If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Purchaser, any Liquidity Provider, the Agent or any Managing Agent with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Purchaser or such Liquidity Provider of accepting, funding or maintaining any Purchase hereunder, (2) there shall be a reduction in the amount receivable with regard to any Receivable (other than as a result of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor) or (3) such Purchaser

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or such Liquidity Provider shall be required to make a payment calculated by reference to the Purchased Interests purchased by it or Yield received by it, then the Seller shall, from time to time, upon demand by the Agent, pay the Agent for the account of such Purchaser or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Purchasers), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which the Agent reasonably determines is attributable to accepting, funding and maintaining any Purchase hereunder. In determining such amount, the Agent may use any reasonable averaging and attribution methods. The applicable Purchaser or the applicable Liquidity Provider shall submit to the Seller a certificate describing in reasonable detail the basis for and the calculation of such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes. Each of the Agent, each Purchaser and each Liquidity Provider agrees to use reasonable efforts to notify the Seller promptly upon learning that amounts for which it is entitled to seek reimbursement under this Section 2.07 have begun to accrue. Notwithstanding anything in this Section 2.07 to the contrary, the Seller shall only be obligated to pay those amounts under this Section 2.07 that are incurred or that accrue or arise after the date that is forty-five (45) days prior to the date notice is submitted to the Seller of such amounts; provided, that if any of the events described in this Section 2.07(a) which give rise to a claim under this Section 2.07 is retroactive, then such 45-day period shall be extended to include the period of retroactive effect thereof.

     (b)     Prior to demand by any Affected Party of amounts owing under this Section 2.07, the Affected Party agrees (in order to receive amounts due pursuant to this Section 2.07) that it will use reasonable efforts to reduce or eliminate any claim for compensation pursuant to said Section 2.07 including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall obligate an Affected Party to take any action which, in the reasonable opinion of such Affected Party, is unlawful, otherwise adverse to its interests or results in any unreimbursed cost or expense to such Affected Party, which cost or expense would not have been incurred but for such action.

     SECTION 2.08. Increased Capital.

     (a)     If either (i) the introduction of or any change in or in the interpretation by any Governmental Authority of any law or regulation or (ii) compliance by any Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Purchaser’s agreement, in its discretion, to make or maintain Purchases hereunder and other similar agreements or facilities, then, upon demand by such Affected Party or the Agent, the Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Purchasers) or the Agent for the account of such Affected Party from time to time, as specified by such Affected Party or the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or the Agent on behalf of such Affected Party reasonably determines such increase in capital to be allocable to the existence of the applicable Purchaser’s agreements hereunder. A certificate describing in reasonable detail the

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basis for and calculation of such amounts submitted to the Seller by such Affected Party or the Agent, shall, in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Section 2.08 to the contrary, the Seller shall only be obligated to pay those amounts under this Section 2.08 that are incurred or that accrue or arise after the date that is forty-five (45) days prior to the date notice is submitted to the Seller of such amounts; provided, that if any of the events described in this Section 2.08(a) which give rise to a claim under this Section 2.08 is retroactive, then such 45-day period shall be extended to include the period of retroactive effect thereof.

     (b)     If any Affected Party shall incur any loss, cost or expense as a result of the failure of any Capital Purchase to be made on the date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. Such Affected Party shall submit to the Seller and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes.

     (c)     Prior to demand by any Affected Party of amounts owing under this Section 2.08, such Affected Party agrees (in order to receive amounts due pursuant to this Section 2.08) that it will use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to said Section 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall obligate any Affected Party to take any action which, in the reasonable opinion of such Affected Party, is unlawful, otherwise adverse to its interests or results in any unreimbursed cost or expense to such Affected Party, which cost or expense would not have been incurred but for such action.

     SECTION 2.09. Taxes.

     (a)     Except to the extent required by applicable law, any and all payments and deposits required to be made hereunder or under any instrument delivered hereunder by the Seller hereunder shall be made, in accordance with Section 2.05, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (except for net income taxes that are imposed by the United States and franchise taxes and net income taxes that are imposed on such Affected Party by the state or foreign jurisdiction under the laws of which such Affected Party is organized or in which it is otherwise doing business or any political subdivision thereof). If the Seller or the Servicer shall be required by law to make any such deduction, (i) the Seller shall make an additional payment to such Affected Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.09), such Affected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Seller or the Servicer, as the case may be, shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

     (b)     In addition, the Seller agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes or similar levies which arise from any payment made hereunder or under any instrument delivered hereunder or from the execution,

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delivery or registration of, or otherwise with respect to, this Agreement or any instrument delivered hereunder.

     (c)     Each Affected Party which is not organized under the laws of the United States or any State thereof shall, on or prior to the date that such Affected Party becomes a party to or obtains rights under this Agreement, and prior to any payment being made by the Seller to such Affected Party, deliver to the Seller (i) two duly completed and executed copies of the IRS Form W-8 (BEN) or W-8 (ECI) (or any successor form) as applicable; and (ii) such other forms or certificates as may be required under the laws of any applicable jurisdiction (on or before the date that any such form expires or becomes obsolete), in order to permit the Seller to make payments to, and deposit funds to or for the account of, such Affected Party hereunder and under the other Facility Documents without any deduction or withholding for or on account of any tax. Each such Affected Party shall submit to the Seller (copied to the Agent) two updated, completed, and duly executed versions of: (i) all forms referred to in the previous sentence upon the expiry of, or the occurrence of any event requiring a change in, the most recent form previously delivered by it to the Seller or the substitution of such form; and (ii) such extensions or renewals thereof as may reasonably be requested by the Seller.

     (d)     For any period with respect to which an Affected Party has failed to provide the Seller with the appropriate form as required by Section 2.09 (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), such Affected Party shall not be entitled to indemnification under Sections 2.09 (a) or (b) above with respect to taxes imposed by the United States; provided, that if an Affected Party 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 Seller shall take such steps as such Affected Party shall reasonably request to assist such Affected Party to recover such taxes.

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     SECTION 2.10. Tax and Accounting Treatment. It is the intention of the Seller, the Servicer, the Agent and the Purchasers that (i) any outstanding Capital will be treated as indebtedness of the Seller to the Purchasers secured by the Receivables Assets for all state, federal and local tax purposes, and (ii) each Purchase hereunder will be treated as a sale for accounting purposes (the “Intended Characterization”). Each of the Seller, the Servicer, the Agent and the Purchasers, by entering into this Agreement, agrees to report such transactions in a manner consistent with the Intended Characterization.

     SECTION 2.11. Sale Agreement Rights. The Seller acknowledges that all of the Seller’s right title and interest in, to and under the Sale Agreement are part of the Receivables Assets. The Agent agrees that, without limiting the provisions of Section 5.01(l) or Section 5.03(n), unless an Event of Termination has occurred and is continuing, the Seller shall have the right to enforce all of its rights and remedies under the Sale Agreement. The assignment to the Agent pursuant to this Section 2.11 shall terminate upon the Final Collection Date; provided, however, that the rights of the Agent pursuant to such assignment with respect to rights and remedies in connection with any indemnification or any breach of any representation, warranty or covenant made by TRW in the Sale Agreement shall be continuing and shall survive any termination of such assignment.

ARTICLE III
CONDITIONS OF PURCHASES

     SECTION 3.01. Conditions Precedent to Initial Purchase. The Managing Agents shall have received each of the documents, instruments, opinions and other agreements listed on Exhibit H, together with all fees due and payable on the Effective Date as a condition precedent to the initial Purchase.

     SECTION 3.02. Conditions Precedent to All Purchases. Each Purchase (including the initial Purchase) by the Purchasers from the Seller shall be subject to the further conditions precedent that on the date of each Purchase, each of the following shall be true and correct both before and after giving effect to such Purchase:

     (i)     The representations and warranties contained in Article IV are correct on and as of such date as though made on and as of such date (except for those representations and warranties which are specifically made only as of a different date, which such representations and warranties shall be correct on and as of the date made); provided, however, that if on any day a representation or warranty contained in Article IV is not true as of such date and the breach of such representation or warranty is subject to a cure period pursuant to Section 7.01(d), then solely for purposes of satisfying the condition precedent set forth in this Section 3.02(i) with respect to a Reinvestment Purchase, such representation or warranty shall be deemed to be correct on each day during such cure period (it being agreed that the foregoing proviso is not applicable to a Capital Purchase),

     (ii)     (A)     If such Purchase is a Capital Purchase, no event has occurred and is continuing, or would result from such Purchase which constitutes an Event of Termination or would constitute an Event of Termination but for the requirement that

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notice be given or time elapse or both, and (B) if such Purchase is a Reinvestment Purchase, no Event of Termination has occurred and is continuing, and

     (iii)     With respect to Purchases requested to be made by a Conduit Purchaser the Agent shall not have delivered to the Seller a notice stating that such Conduit Purchaser shall not make any further Purchases hereunder.

Each delivery of a Purchase Request to the Managing Agents, and the acceptance by the Seller of the Purchase Price with respect to any Purchase, shall constitute a representation and warranty by the Seller that, as of the date of such Purchase, both before and after giving effect thereto and the application of the proceeds thereof, each of the foregoing statements are true and correct.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Seller. The Seller represents and warrants as follows:

     (a)     Due Formation and Good Standing. The Seller is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction in which failure to maintain such qualification or good standing would reasonably be expected to have a Material Adverse Effect.

     (b)     Due Authorization and No Conflict. The execution, delivery and performance by the Seller of this Agreement, the Sale Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Seller’s corporate powers, have been duly authorized by all necessary corporate action on the part of the Seller, do not contravene (i) the Seller’s articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to the Seller, (iii) any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on the Seller or its property, except to the extent the contravention of which would not be reasonably expected to have a Material Adverse Effect or (iv) any order, writ, judgment, award, injunction or decree binding on the Seller or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties pursuant to any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement binding on the Seller or its properties, except to the extent the contravention of which would not be reasonably expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement, the Sale Agreement and the other Facility Documents to which the Seller is a party have been duly executed and delivered on behalf of the Seller.

     (c)     Governmental Consent. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Seller of this Agreement, the Sale Agreement or any other agreement,

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document or instrument to be delivered by it hereunder, except for filings under the UCC required under Article III.

     (d)     Enforceability of Facility Documents. This Agreement, the Sale Agreement and each other Facility Document to be delivered by the Seller in connection herewith constitute the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with their respective terms, subject to the Enforceability Exceptions.

     (e)     No Litigation. There are no actions, suits or proceedings pending, or to the knowledge of the Seller threatened in writing, against the Seller or the property of the Seller, in any court, or before any arbitrator of any kind, or before or by any Governmental Authority, which (i) assert the invalidity of any Facility Document or any action to be taken by the Seller in connection therewith, or (ii) seek to prevent the consummation of the transactions contemplated by this Agreement and the other Facility Documents, except to the extent that any such activity suit or proceeding would not have a Material Adverse Effect. The Seller is not in default with respect to any order of any court, arbitrator or Governmental Authority.

     (f)     Perfection of Interest in Receivables and Receivables Assets. Each Receivable is owned by the Seller free and clear of any Adverse Claim, and the Purchasers have acquired a valid and perfected ownership interest (to the extent of the pertinent Purchased Interest) or security interest in each Receivable, other than Repurchased Receivables, and in the Related Security (except to the extent that any of the Related Security included in the Receivables Assets constitutes property an ownership interest in which may not be perfected by filing a financing statement under the UCC), Collections and other Receivables Assets (except to the extent that any of the Related Security included in the Receivables Assets constitutes property an ownership interest in which may not be perfected by filing a financing statement under the UCC) with respect thereto, in each case free and clear of any Adverse Claim; and (x) no effective financing statement or other instrument similar in effect, is filed in any recording office listing the Seller as debtor or seller, covering any Receivable, Related Security, Collections or other Receivables Assets except such as may be filed in favor of the Agent in accordance with this Agreement, and (y) no effective financing statement or other instrument similar in effect, is filed in any recording office listing any Originator or TRW as debtor or seller, covering any Receivable, Related Security, Collections or other Receivables Assets except such as may be filed in favor of TRW or the Seller and assigned to the Agent in accordance with this Agreement.

     (g)     Accuracy of Information. No Investor Report or Purchase Request (in each case, if prepared by the Seller) furnished or to be furnished by the Seller to the Agent, any Managing Agent, any Purchaser or any Liquidity Provider in connection with this Agreement is or shall be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Agent, such Managing Agent, such Purchaser or such Liquidity Provider, as the case may be, at such time) as of the date so furnished.

     (h)     Location of Chief Executive Office and Records. The chief place of business and chief executive office of the Seller are located at the address of the Seller referred to in Section 10.02 hereof and the locations of the offices where the Seller keeps all the Records are listed on Exhibit F (or at such other locations, notified to the Agent in accordance with

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Section 5.01(f), in jurisdictions where all action required by Section 6.05 has been taken and completed).

     (i)     Account Information. Except as set forth in Schedule IV, the Collection Account and the Lock-Box Accounts are the only accounts to which Obligors are directed to remit substantially all Collections of Receivables.

     (j)     No Trade Names. The Seller has no trade names, fictitious names, assumed names or “doing business as” names.

     (k)     Investments. The Seller does not own or hold, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person or (ii) any debt security or other evidence of Indebtedness of any Person, except for Permitted Investments.

     (l)     Facility Documents. The Sale Agreement is the only agreement pursuant to which the Seller directly or indirectly purchases and receives capital contributions of Receivables or any other accounts receivable from TRW and the Facility Documents delivered to the Agent represent all agreements between TRW and the Seller. Upon the purchase or contribution to capital of each Receivable pursuant to the Sale Agreement, the Seller shall be the lawful owner of, and have good title to, such Receivable and all Related Security and Collections with respect thereto, free and clear of any Adverse Claims.

     (m)     Business. Since its formation, the Seller has conducted no business other than the direct or indirect purchase and receipt of capital contributions of Receivables and related assets from TRW under the Sale Agreement, the assignment of Receivables Assets under this Agreement to finance any such purchases, and such other activities as are incidental to the foregoing. The Facility Documents are the only agreements to which Seller is a party.

     (n)     Taxes. The Seller has filed or caused to be filed all material Federal, state and local tax returns which are required to be filed by it, and has paid or caused to be paid all taxes prior to such taxes becoming delinquent, except to the extent that (i) the validity of such taxes or assessments is being contested in good faith by appropriate proceedings, or (ii) such delinquency would not reasonably be expected to have a Material Adverse Effect.

     (o)     Solvency. The Seller: (i) is not “insolvent” (as such term is defined in §101(32)(A) of the Bankruptcy Code), (ii) is able to pay its debts as they mature; and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

     (p)     Investment Company Act. The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     (q)     Use of Proceeds. No proceeds of any Purchase will be used by the Seller to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

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     (r)     Current Transactions. Each Purchase of Receivables Assets will constitute (i) a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended.

     (s)     Ownership. All of the outstanding capital stock of the Seller is directly owned of record by TRW, all of which is validly issued, fully paid and nonassessable and there are no options, warrants or other rights to acquire capital stock of the Seller.

     (t)     Non-Affiliate. As of the date hereof, the Seller is not an Affiliate of any Purchaser hereunder.

     (u)     Eligibility of Eligible Receivables. Each Receivable that is treated as an Eligible Receivable in the calculation of the Net Receivables Pool Balance in any Investor Report satisfies the requirements of eligibility contained in the definition of “Eligible Receivable” as of the date of such inclusion.

     (v)     Information from Accountants. The Seller has advised its independent certified public accountants that the Agent has been authorized to review and discuss with such accountants, upon the written request of the Agent, as it may reasonably request to protect its interests and the interests of the Purchasers under this Agreement, any and all financial statements and other information of any kind that such accountants may have which directly relate to the Receivables, Related Security and Collections with respect thereto, and the Seller has directed such accountants to comply with any reasonable request of the Agent for such information; provided, any such review or discussion, or provision of any such information, shall take place only during regular business hours, and prior to the occurrence of an Event of Termination, upon three (3) Business Days’ prior notice to the Seller.

     SECTION 4.02. Representations and Warranties of the Servicer. The Servicer represents and warrants as follows:

     (a)     Due Incorporation and Good Standing. The Servicer 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.

     (b)     Authorization; Enforceability. The execution, delivery and performance by the Servicer of this Agreement and the other Facility Documents and all other agreements, instruments and documents to be delivered by it hereunder and thereunder, and the transactions contemplated hereby and thereby, are within the Servicer’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement constitutes, and each other Facility Document to which the Servicer is to be a party, when

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executed and delivered by Servicer, will constitute, a legal, valid and binding obligation of Servicer, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

     (c)     Governmental Approvals; No Conflicts. The transactions contemplated by this Agreement and the Facility Documents (other than the Asset Purchase Agreements) require no action by or in respect of, or filing with, any governmental body, agency or official (other than (i) reporting requirements under the Securities Exchange Act of 1934, as amended, 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 Servicer or of any agreement relating to any Material Indebtedness or other material agreement binding upon the Servicer.

     (d)     No Litigation. There are no actions, suits or proceedings pending, or to the knowledge of the Servicer threatened in writing, against the Servicer or the property of the Servicer, in any court, or before any arbitrator of any kind, or before or by any Governmental Authority, which (i) assert the invalidity of any Facility Document or any action to be taken by the Servicer in connection therewith, or (ii) seek to prevent the consummation of the transactions contemplated by this Agreement and the other Facility Documents, except to the extent that any such action, suit or proceeding would not have a Material Adverse Effect. The Servicer is not in default with respect to any order of any court, arbitrator or Governmental Authority a default in respect of which would reasonably be expected to have a Material Adverse Effect.

     (e)     Accuracy of Information. No Investor Report or Purchase Request (in each case, if prepared by the Servicer), furnished or to be furnished by the Servicer to the Agent, any Managing Agent, any Purchaser or any Liquidity Provider in connection with this Agreement is or shall be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Agent, such Managing Agent, such Purchaser or such Liquidity Provider, as the case may be, at such time) as of the date so furnished.

     (f)     Account Information. Except as set forth on Schedule IV, the Collection Account and the Lock-Box Accounts are the only accounts to which Obligors are directed to remit substantially all Collections of Receivables.

     (g)     Software. For so long as TRW is the Servicer, one or more of the Servicer and the Originators has (or will have, concurrently with the effectiveness hereof) the right (whether by license, sublicense or assignment) to use all of the computer software used to account for the Receivables to the extent necessary to administer the Receivables.

     (h)     Eligibility of Eligible Receivables. Each Receivable that is treated as an Eligible Receivable in the calculation of the Net Receivables Pool Balance in any Investor Report satisfies the requirements of eligibility contained in the definition of “Eligible Receivable” as of the Monthly Reporting Date to which such Investor Report relates.

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ARTICLE V
GENERAL COVENANTS

     SECTION 5.01. Affirmative Covenants of the Seller. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Seller will, unless the Agent and the Managing Agents shall otherwise consent in writing:

     (a)     Compliance with Laws, Etc. Comply in all respects with all applicable laws, rules, regulations and orders with respect to all Receivables and the agreements and documents related thereto, except for such failure to comply as would not reasonably be expected to have a Material Adverse Effect.

     (b)     Preservation of Existence. Observe all procedures required by its certificate or articles of incorporation and by-laws and preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign entity in each other jurisdiction where the failure to preserve and maintain such rights, franchises, privileges and qualifications would have a Material Adverse Effect.

     (c)     Audits. Permit the Agent, its agents or representatives:

     (i)     to discuss matters relating to the Receivables or the Seller’s performance hereunder with any of the officers or employees of the Seller having knowledge of such matters, at any time during regular business hours and upon three (3) Business Days’ prior notice to the Seller;

     (ii)     to have access to all records, files, books of account, data bases and information of the Seller pertaining to all Receivables and Related Security, including the Records, and to inspect, and make extracts therefrom at Seller’s expense subject to Section 10.06:

     (A)     prior to the occurrence of a Ratings Downgrade Event or an Event of Termination, once during any calendar year upon three (3) Business Days’ prior notice to the Seller,

     (B)     after the occurrence of a Ratings Downgrade Event, at any time during normal business hours upon three (3) Business Days’ prior notice to the Seller, and

     (C)     after the occurrence of an Event of Termination, at any time during normal business hours; and

     (iii)     on an annual basis, to cause to be delivered to the Agent a report prepared and delivered by the Servicer’s outside accountants with respect to agreed-upon procedures in accordance with Statement on Standards for Attestation Engagements No. 4, Agreed-Upon Procedures Engagements, comparing amounts set forth in the Investor

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Reports to supporting underlying documentation with the specific procedures and the adequacy thereof being agreed to by the Servicer and the Managing Agents. The audit referred to in this clause (iii) will be conducted with respect to a subset of Originators after consultation with the Seller and giving consideration to TRW’s external audit schedule for such Originators.

In addition, if any audit conducted by the Agent, or its agents or representatives, results in the discovery that any information required to be provided by the Seller hereunder is inaccurate in any material respect, with respect to the Receivables taken as a whole, the Agent shall have the right to engage auditors (at the Seller’s expense) prior to the time of the next annual audit to be performed pursuant to clause (iii) above to confirm that such information is correctly reported.

     (d)     Keeping of Records and Books of Account. Maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof) and keep and maintain (or cause the Originators to keep and maintain) all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of all Collections of and adjustments to each Receivable), and in which timely entries are made in accordance with generally accepted accounting principles. Such books and records shall be marked in accordance with Section 6.05 hereof, to indicate the sales of all Receivables and Related Security hereunder and shall include, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable, as well as the Seller’s actual experience with respect to any Dilution Factor.

     (e)     Performance and Compliance with Receivables and Contracts. At its expense timely perform and comply in all respects with all provisions, covenants and other promises required to be observed by it under the Receivables and the Contracts related thereto, except to the extent such failure to timely perform or comply would not reasonably be expected to have a Material Adverse Effect.

     (f)     Location of Records. Keep its chief place of business and chief executive office, and the offices where it keeps the Records, at the address(es) of the Seller referred to in Section 4.01(h), or, in any such case, upon thirty (30) days’ prior written notice to the Agent, at such other locations within the United States where all action required by Section 6.05 shall have been taken and completed.

     (g)     Credit and Collection Policies. Comply in all material respects with its Credit and Collection Policy in regard to each Receivable.

     (h)     Collections.

     (i)     Instruct all Obligors of Receivables (other than Obligors with respect to Receivables originated by the Aerospace – Brea unit (OUC 182) of Lucas Western Inc. which are Governmental Authorities) to cause all Collections to be deposited directly either to the Collection Account or to one of the Lock-Box Accounts, and if the Seller shall receive any Collections, the Seller shall remit such Collections either to the

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Collection Account or to one of the Lock-Box Accounts within (x) two (2) Business Days following the Seller’s receipt of available funds and identification thereof, or (y) five (5) Business Days following the Seller’s receipt of available funds and identification thereof in the case of Collections on Receivables with respect to which the Originator thereof is in a “shut down” period lasting three days or more (it being understood that such instructions need only specify the Collection Account upon the Agent’s written request if an Event of Termination has occurred and is continuing); and, upon the Agent’s written request, following the occurrence of an Event of Termination which is continuing, within one (1) Business Day following the advice of deposit of Collections into the Lock-Box Accounts, cause such amounts to be transferred to the Collection Account;

     (ii)     use reasonable efforts to prevent the deposit of any funds other than Collections in respect of Receivables into the Collection Account and, except as otherwise contemplated under Section 2.04, use reasonable efforts to minimize the deposit of any funds other than Collections in respect of Receivables into any of the Lock-Box Accounts; and

     (iii)     to the extent that any such funds are nevertheless deposited into the Collection Account or any of such Lock-Box Accounts, promptly, and in any event, within two (2) Business Days following advice of such deposit, (1) in the case of deposits into the Lock-Box Accounts which are not further deposited to the Collection Account, segregate and remit any such funds to the owner thereof or (2) in the case of deposits into the Collection Account (directly or as the result of automatic deposit from the Lock-Box Accounts), identify any such funds to the Agent for the purpose of segregating and remitting such funds to the owner thereof.

     (i)     Posting of Collections and Receivables. Apply all Collections to the Receivables owed by the applicable Obligor in a timely manner in accordance with business practices in existence as of the date of this Agreement.

     (j)     Facility Documents. Subject to Section 5.01(l), comply in all material respects with the terms of and employ in all material respects the procedures outlined in and enforce in all material respects its rights with respect to the obligations of TRW under the Sale Agreement and all of the other Facility Documents to which the Seller is a party.

     (k)     Separate Corporate Existence. Take all reasonable steps (including, without limitation, all steps that the Agent may from time to time reasonably request) to maintain the Seller’s identity as a separate legal entity from TRW and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those of TRW and each other Affiliate thereof (it being understood that the preceding clause does not require Obligors to be notified of the Seller’s interests in the Receivables). Without limiting the generality of the foregoing, the Seller shall (i) at all times have at least one (1) “Independent Director” as defined in and as required under the Seller’s certificate of incorporation and at least one (1) officer responsible for managing the Seller’s day-to-day operations; (ii) maintain the Seller’s books and records separate from those of any Affiliate and maintain records of all intercompany debits and credits and transfers of funds made by TRW on its behalf; (iii) except as otherwise contemplated under Section 2.04, use reasonable efforts to minimize the commingling of funds or other assets

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of the Seller with those of any other Affiliate, and not maintain bank accounts or other depository accounts to which any Affiliate is an account party, into which any Affiliate makes deposits or from which any Affiliate has the power to make withdrawals except as otherwise contemplated hereunder with respect to the Servicer’s administration of Collections (it being understood that certain funds other than Collections are currently being deposited into the Lock-Box Accounts and that none of TRW, the Seller or the Servicer shall be required to instruct the applicable payors to redirect such funds to locations other than the Lock-Box Accounts); (iv) not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate which is on terms that are less favorable to the Seller than those that might be obtained in an arm’s length transaction at the time from Persons who are not an Affiliate and which is not evidenced by or pursuant to a written agreement; (v) pay its own operating expenses and liabilities (including but not limited to the salaries paid to its employees and any fees paid to its directors) from its own separate assets, although TRW has paid and may pay expenses related to the formation of the Seller; (vi) clearly identify its office (by sign or otherwise) as being separate and distinct from the offices of, or any space occupied by, TRW and its other affiliates even if such office space is leased or subleased from, or is on or near premises occupied by TRW or by such Affiliates and allocate fairly any overhead, if relevant, for shared office space or business facilities or equipment; (vii) will act solely in its own name, through its own officials or representatives where relevant, and will not hold itself out as a “division” or “part” of TRW or its Affiliates; and (viii) take all other actions reasonably necessary on its part to operate its business and perform its obligations under the Facility Documents in a manner consistent with the factual assumptions described in the legal opinion delivered to the Agent pursuant to Section 3.01 hereof.

     (l)     Rights under the Sale Agreement. In connection with the Sale Agreement, direct, instruct, or request any lawful action thereunder, including without limitation, in connection with enforcement of its rights thereunder, as instructed by the Agent; provided, however, that the Seller (and not the Agent) shall have the sole and exclusive right, for so long as no Event of Termination has occurred and is continuing, to so direct, instruct or request with respect to all Excluded Matters.

     (m)     Lock-Box Matters. Take all steps necessary to ensure that (i) all Obligors of Receivables originated by the Aerospace-Brea Unit (OUC 182) of Lucas Western Inc. which are not Governmental Authorities remit Collections to a Lock-Box Account within 45 days after the date hereof, (ii) within 30 days of the date hereof, (1) a Lock-Box Agreement is entered into with respect to the Lock-Box Accounts maintained at Bank of America, National Association, Mellon Bank N.A. and National City Bank, or (2) the Obligors remitting Collections to the accounts maintained at the foregoing banks have been directed to remit Collections to another Lock-Box Account, and (iii) within 90 days of the date hereof, (A) all Collections currently remitted to the Lock-Box Account maintained at Comerica Bank are re-directed to a Lock-Box Account subject to a Lock-Box Agreement or (B) a Lock-Box Agreement is entered into with respect to the Lock-Box Accounts maintained at Comerica Bank.

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     SECTION 5.02. Reporting Requirements of the Seller. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Seller will, unless the Agent and the Managing Agents shall otherwise consent in writing, furnish or cause to be furnished to the Agent:

     (a)     Event of Termination and Ratings Downgrade Event.

     (i)     As soon as reasonably practicable and in any event within two (2) Business Days after a Responsible Officer of the Seller has actual knowledge of the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time (for tolling of grace periods) or both, would constitute an Event of Termination, the statement of a Responsible Officer of the Seller setting forth details of such Event of Termination or event and within five (5) Business Days after such occurrence, the statement of a Responsible Officer of the Seller setting forth the action which the Seller proposes to take with respect thereto.

     (ii)     As soon as reasonably practicable and in any event within two (2) Business Days after the occurrence of each Ratings Downgrade Event, the statement of a Responsible Officer of the Seller setting forth details of such Ratings Downgrade Event.

     (b)     Financial Statements.

     (i)     As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Seller, copies of the unaudited financial statements of the Seller, certified in a manner acceptable to the Agent, and (ii) within sixty (60) days after the end of the first, second and third quarterly accounting periods in each fiscal year of the Seller, copies of the unaudited financial statements of the Seller, certified in a manner acceptable to the Agent.

     (c)     Investor Reports. If not provided by the Servicer on the relevant date, (i) on each Monthly Reporting Date, an Investor Report, and (ii) in addition, if the Agent shall have required the Payment Date to be more frequent than monthly in accordance with the definition of the term “Payment Date,” on the second Business Day prior to each Payment Date, a calculation of the Net Receivables Pool Balance and the Required Receivables Balance (which report of such calculations shall be deemed to be an Investor Report for all purposes under this Agreement).

     (d)     Reporting on Litigation and Adverse Effects. Promptly and in no event more than five (5) Business Days after a Responsible Officer has actual knowledge of the occurrence of any and all litigation or any other matters or events concerning the Seller or any Originator which could reasonably be expected to have a Material Adverse Effect.

     (e)     Affiliate Obligors. On or prior to the 18th day of the first month in each fiscal quarter, a schedule of all Affiliate Obligors with Receivables having Outstanding Balances as of the last day of the most recently ended Monthly Period.

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     (f)     Other Information. As soon as reasonably practicable, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller as the Agent may from time to time reasonably request in order to protect the interests of the Agent, any Purchaser or any Liquidity Provider under or as contemplated by this Agreement.

     SECTION 5.03. Negative Covenants of the Seller. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Seller will not, without the written consent of the Agent and the Managing Agents:

     (a)     Sales, Liens, Etc. Against Receivables and Related Assets. Except as otherwise provided herein, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Receivable, Related Security or Collections, or assign any right to receive income in respect thereof except to the Purchasers pursuant to this Agreement.

     (b)     Extension or Amendment of Receivables. Except as otherwise permitted in Sections 5.04(c) and 6.02, extend, amend, waive or otherwise modify, the terms of any Receivable, or amend, modify or waive any payment term or condition of any Contract related thereto.

     (c)     Change in Business or Credit and Collection Policy. Make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, have a Material Adverse Effect.

     (d)     Change in Payment Instructions to Obligors; Lock-Box Agreements. Add or terminate any bank as a Lock-Box Bank from those listed in Exhibit G or make any change in its instructions to Obligors regarding payments to be made to any Lock-Box Account at a Lock-Box Bank in accordance with Section 5.01(h) hereof (other than redirecting payments from an existing Lock-Box Account to another existing Lock-Box Account), unless the Agent shall have received (i) thirty (30) days’ prior notice of such addition, termination or change; (ii) written confirmation from the Seller that after the effectiveness of any such termination, there shall be at least one (1) Lock-Box Account in existence; and (iii) prior to the effective date of such addition, termination or change, (x) executed copies of Lock-Box Agreements executed by each new Lock-Box Bank, the Seller, TRW, if necessary, and the Agent and (y) copies of all agreements and documents signed by the Seller, TRW or the respective Lock-Box Bank with respect to any new Lock-Box Account.

     (e)     Merger, Consolidation, Etc. Sell any equity interest to any Person (other than TRW) or consolidate with or merge into or with any Person, or purchase or otherwise acquire all or substantially all of the assets or capital stock, or other ownership interest of, any Person or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Person, except as expressly provided or permitted under the terms of this Agreement or as consented to by the Agent.

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     (f)  Change in Name; Jurisdiction of Organization. (1) Make any change to its name indicated on the public record of its jurisdiction of organization which shows it to have been organized, or (2) change its jurisdiction of organization.

     (g)  ERISA Matters. (i) Establish or be a party to any Plan that provides medical benefits or life insurance to retired employees, Multiemployer Plan or any Plan other than any such plan established by an Affiliate of the Seller, or (ii) allow an ERISA Event to occur that when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect.

     (h)  Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except for (i) Indebtedness to the Agent, any Purchaser or any Affected Party expressly contemplated hereunder or (ii) Indebtedness to TRW pursuant to the Sale Agreement, the Subordinated Note or any other Facility Document, (iii) Indebtedness incurred pursuant to any tax allocation agreement in accordance with TRW’s procedures in effect on the Closing Date or (iv) other Indebtedness incurred in the ordinary course of business (excluding Indebtedness for borrowed money) and which does not exceed $50,000 in the aggregate at any one time outstanding.

     (i)  Guarantees. Guarantee, endorse or otherwise be or become contingently liable (including by agreement to maintain balance sheet tests) in connection with the obligations of any other Person, except endorsements of negotiable instruments for collection in the ordinary course of business and reimbursement or indemnification obligations in favor of the Agent, any Purchaser or any Affected Party as provided for under this Agreement.

     (j)  Limitation on Transactions with Affiliates. Enter into, or be a party to any transaction with any Affiliate of the Seller, except for:

     (i) the transactions contemplated by the Sale Agreement and the other Facility Documents;

     (ii) to the extent not otherwise prohibited under this Agreement, other transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable terms materially no less favorable to the Seller than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate; and

     (iii) transactions between the Seller and TRW, which transactions consist of ordinary course of business transactions between a parent corporation and its Subsidiary.

     (k)  Facility Documents. Terminate, amend or otherwise modify any Facility Document, or grant any waiver or consent thereunder.

     (l)  Limitation on Investments. Make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except for Permitted Investments

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and the purchase and receipt of capital contributions of Receivables and related assets pursuant to the terms of the Sale Agreement.

     (m)  Organizational Documents. Without the prior written consent of the Agent, which consent will not unreasonably be withheld, the Seller will not change, amend, alter or otherwise modify its certificate of incorporation or by-laws.

     (n)  Rights under the Sale Agreement. In connection with the Sale Agreement, appoint any Person other than TRW or an Affiliate thereof as Servicer thereunder, consent to any amendments, modifications or waivers thereof, or direct, instruct or request any action thereunder (other than with respect to Excluded Matters, provided that no Event of Termination has occurred and is continuing) in contravention of the direction of the Agent.

     SECTION 5.04. Covenants of the Servicer.

     (a)  Affirmative Covenants of the Servicer. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will, unless the Agent and the Managing Agents shall otherwise consent in writing:

     (i) Compliance with Laws, Etc. Comply in all respects with all applicable laws, rules, regulations and orders with respect to the Receivables, the servicing thereof and the agreements and documents related thereto, except for such failure to comply as would not reasonably be expected to have a Material Adverse Effect.

     (ii) Preservation of Corporate Existence. 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 (i) any Person may merge into the Servicer in a transaction in which the Servicer is the surviving corporation, and (ii) the Servicer may merge into or consolidate with any other Person in a transaction the primary purpose of which is to effect a reincorporation of the Servicer under the laws of another state, in either case, so long as at the time thereof and immediately after giving effect thereto no Servicer Termination Event or event or condition which, upon notice, lapse of time or both would become a Servicer Termination Event, shall have occurred and be continuing.

     (iii) Audits. Permit the Agent, its agents or representatives:

     (A) to discuss matters relating to the Receivables or the Servicer’s performance hereunder with any of the officers or employees of the Seller having knowledge of such matters, at any time during regular business hours and upon three (3) Business Days’ prior notice to the Servicer;

     (B) to have access to all records, files, books of account, data bases and information pertaining to all Receivables and Related Security, including the Records, and to inspect and make extracts therefrom at the Servicer’s expense subject to Section 10.06:

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     (1) prior to the occurrence of a Ratings Downgrade Event or an Event of Termination, once during any calendar year, upon three (3) Business Days’ prior notice to the Servicer,

     (2) after the occurrence of a Ratings Downgrade Event, at any time during regular business hours upon three (3) Business Days’ prior notice to the Servicer, and

     (3) after the occurrence of an Event of Termination, at any time during normal business hours.

     In addition, if any audit conducted by the Agent or its agents or representatives, results in the discovery that any information required to be provided by the Servicer hereunder is inaccurate in any material respect, with respect to the Receivables taken as a whole, the Agent shall have the right to engage auditors (at the Servicer’s expense) prior to the time of the next annual audit to be performed pursuant to clause (B) above to confirm that such information is correctly reported.

     (iv) Keeping of Records and Books of Account. Maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof) and keep and maintain (or cause the Originators to keep and maintain) all documents, books, records and other information reasonably necessary for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of all Collections of and adjustments to each Receivable), and in which timely entries are made in accordance with generally accepted accounting principles. Such books and records shall be marked in accordance with Section 6.05 hereof, to indicate the sales of all Receivables and Related Security hereunder and shall include, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable, as well as the Servicer’s actual experience with respect to any Dilution Factor.

     (v) Performance and Compliance with Receivables. At its expense timely perform and comply with all provisions, covenants and other promises required to be observed by it under the Receivables, except to the extent such failure to timely perform or comply would not reasonably be expected to have a Material Adverse Effect.

     (vi) Credit and Collection Policies. Comply in all material respects with its Credit and Collection Policy in regard to each Receivable.

     (vii) Collections.

     (A) Instruct all Obligors of Receivables (other than Obligors with respect to Receivables originated by the Aerospace – Brea unit (OUC 182) of Lucas Western Inc. which are Governmental Authorities) to cause all Collections to be deposited directly either to the Collection Account or to one of the Lock-Box Accounts and if the Servicer shall receive any Collections, the Servicer shall remit such Collections either to the Collection Account or to one of the Lock-Box

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Accounts within (x) two (2) Business Days following the Servicer’s receipt of available funds and identification thereof or (y) five (5) Business Days following the Servicer’s receipt of available funds and identification thereof in the case of Collections on Receivables with respect to which the Originator thereof is in a “shut down” period lasting three days or more (it being understood that such instructions need only specify the Collection Account upon the Agent’s written request if an Event of Termination has occurred and is continuing); and, upon the Agent’s written request, following the occurrence of an Event of Termination which is continuing, within one (1) Business Day following the advice of deposit of Collections into the Lock-Box Accounts, cause such amounts to be transferred to the Collection Account;

     (B) use reasonable efforts to prevent the deposit of any funds other than Collections in respect of Receivables into the Collection Account and, except as otherwise contemplated under Section 2.04, use reasonable efforts to minimize the deposit of any funds other than Collections in respect of Receivables into any of the Lock-Box Accounts; and

     (C) to the extent that any such funds are nevertheless deposited into the Collection Account or any of such Lock-Box Accounts, promptly, and in any event, within two (2) Business Days following advice of such deposit, (1) in the case of deposits into the Lock-Box Accounts which are not further deposited to the Collection Account, segregate and remit any such funds to the owner thereof, or (2) in the case of deposits into the Collection Account (directly or as the result of automatic deposit from the Lock-Box Accounts), identify any such funds to the Agent for the purpose of segregating and remitting such funds to the owner thereof.

     (viii) Posting of Collections and Receivables. Apply all Collections to the Receivables owed by the applicable Obligor in a timely manner in accordance with business practices in existence as of the date of this Agreement.

     (ix) Facility Documents. Comply in all material respects with the terms of and employ in all material respects the procedures outlined in the Sale Agreement and all of the other Facility Documents to which it is a party.

     (x) Lock-Box Matters. Take all steps necessary to ensure that (i) all Obligors of Receivables originated by the Aerospace – Brea unit (OUC 182) of Lucas Western Inc. which are not Governmental Authorities remit Collections to a Lock-Box Account within 45 days after the date hereof, (ii) within 30 days of the date hereof, (1) a Lock-Box Agreement is entered into with respect to the Lock-Box Accounts maintained at Bank of America, National Association, Mellon Bank N.A. and National City Bank, or (2) the Obligors remitting Collections to the accounts maintained at the foregoing banks have been directed to remit Collections to another Lock-Box Account, and (iii) within 90 days of the date hereof, (A) all Collections currently remitted to the Lock-Box Account maintained at Comerica Bank are re-directed to a Lock-Box Account subject to a Lock-

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Box Agreement or (B) a Lock-Box Agreement is entered into with respect to the Lock-Box Accounts maintained at Comerica Bank.

     (b) Reporting Requirements of the Servicer. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will, unless the Agent and the Managing Agents shall otherwise consent in writing, furnish to the Agent and the Managing Agents:

     (i) As soon as reasonably practicable and in any event within two (2) Business Days after a Responsible Officer of the Servicer has actual knowledge of the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time (for tolling of grace periods) or both, would constitute an Event of Termination, a notice setting forth details of such Event of Termination or event.

     (ii) As soon as reasonably practicable and in any event within two (2) Business Days after the occurrence of each event described in the definition of “Servicer Termination Event” or each event which, with the giving of notice or lapse of time (for tolling of grace periods) or both, would constitute such a Servicer Termination Event, the statement of a Responsible Officer of the Servicer setting forth details of such Servicer Termination Event or event and within five (5) Business Days after such occurrence, the statement of a Responsible Officer of the Servicer setting forth the action which the Servicer proposes to take with respect thereto.

     (iii) As soon as reasonably practicable and in any event within two (2) Business Days after the occurrence of each Ratings Downgrade Event, a notice setting forth details of such Ratings Downgrade Event.

     (iv) As soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Agent may from time to time reasonably request in order to protect the interests of the Agent, any Purchaser or any Liquidity Provider under or as contemplated by this Agreement.

     (v) (A) On each Monthly Reporting Date, an Investor Report, and (B) in addition, if the Agent shall have required the Payment Date to be more frequent than monthly in accordance with the definition of the term “Payment Date,” on the second Business Day prior to each Payment Date, a calculation of the Net Receivables Pool Balance and the Required Receivables Balance (which report of such calculations shall be deemed to be an Investor Report for all purposes under this Agreement).

     (vi) On or prior to the 18th day of the first month in each fiscal quarter, a schedule of all Affiliate Obligors with Receivables having Outstanding Balances as of the last day of the most recently ended Monthly Period.

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     (c) Negative Covenants of the Servicer. From the Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will not, without the written consent of the Agent and the Managing Agents:

     (i) Extension or Amendment of Receivables. Except as otherwise permitted in Section 6.02, extend, amend, waive or otherwise modify, the terms of any Receivable, except (x) in accordance with the Credit and Collection Policy and (y) for extensions of maturity or adjustments to the Outstanding Balance of any Delinquent Receivable or Defaulted Receivable as it deems appropriate to maximize collections thereof, provided that no such extension shall cancel or otherwise affect such Receivable’s status as a Delinquent Receivable or a Defaulted Receivable, as applicable.

     (ii) Change in Business or Credit and Collection Policy. Make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, have a Material Adverse Effect.

     (iii) Change in Lock-Box Agreement or Instructions to Obligors. Add or terminate any bank as a Lock-Box Bank from those listed in Exhibit G or make any change in its instructions to Obligors regarding payments to be made to any Lock-Box Account at a Lock-Box Bank in accordance with Section 5.04(a)(vii) hereof, (other than redirecting payments from an existing Lock-Box Account to another existing Lock-Box Account) unless the Agent shall have received (i) thirty (30) days’ prior notice of such addition, termination or change; (ii) written confirmation from the Seller that after the effectiveness of any such termination, there shall be at least one (1) Lock-Box Account in existence; and (iii) prior to the effective date of such addition, termination or change, (x) executed copies of Lock-Box Agreements executed by each new Lock-Box Bank, the Seller, TRW, if necessary, and the Agent and (y) copies of all agreements and documents signed by the Seller, TRW or the respective Lock-Box Bank with respect to any new Lock-Box Account.

ARTICLE VI

ADMINISTRATION OF RECEIVABLES

     SECTION 6.01. Designation of Servicer.

     (a)  The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time in accordance with this Section 6.01. Until the Agent gives notice to the Seller and the Servicer (as provided in Section 6.01(b) below) of the designation of a new Servicer as provided in Section 6.01(b) below, TRW is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may, upon written notice to the Agent but otherwise without the prior written consent of any Purchaser, the Agent, or any Liquidity Provider, subcontract with a sub-servicer for the collection, servicing or administration of the Receivables; provided, however, that (a) no such notice or consent shall be required in the case of the assignment of responsibilities to any Originator from time to time acting as sub-servicer, (b) the Servicer shall remain liable for the timely and complete performance of its duties and obligations pursuant to the terms hereof and (c) any sub-servicing agreement that may be entered into and

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any other transactions or services relating to the Receivables involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer alone, and the Purchasers, the Agent, and the Liquidity Providers shall not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to the sub-servicer.

     (b)  The Agent may only designate as Servicer any Person to succeed TRW or any successor Servicer (i) upon two Business Days’ prior written notice following the occurrence and during the continuance of a Servicer Termination Event (other than a Servicer Termination Event described in clause (f) of the definition thereof), (ii) upon 60 days prior written notice following the occurrence and during the continuance of a Servicer Termination Event described in clause (f) of the definition thereof, and (iii) immediately and without prior written notice following the occurrence and during the continuance of an Event of Termination (other than an Event of Termination described in Section 7.01(g)), subject in each case to the condition that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by the Servicer that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

     (c)  TRW agrees that, upon its resignation or replacement as Servicer pursuant to Section 6.01(b) above, it will cooperate with the Agent and the successor Servicer in effecting the termination of its responsibilities and rights as Servicer hereunder, including, without limitation, (i) assisting the successor Servicer in enforcing all rights under the Receivables and Related Security, (ii) transferring, promptly upon receipt, to the successor Servicer any Collections or other amounts related to the Receivables received by TRW, (iii) transferring to the successor Servicer all Records held by or under the control of TRW and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Receivables and the Records and, to the extent not in contravention of law or any applicable agreement, take all actions necessary to permit the successor Servicer to use all computer software that may facilitate the Servicer’s access to and use of such information or which is used to account for the Receivables to the extent necessary to service the Receivables. Upon the resignation or replacement of TRW as Servicer, TRW shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement.

     SECTION 6.02. Duties of the Servicer.

     (a)  The Servicer shall take or cause to be taken all such actions as it deems necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. Each of the Seller, each Purchaser, each Liquidity Provider and the Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer (so long as it is TRW) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Receivables, and in prosecuting and litigating with respect to Receivables, as it applies and

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follows with respect to accounts receivable which are not Receivables. In no event shall the Servicer be entitled to make the Agent, any Purchaser or any Liquidity Provider a party to any litigation without the Agent’s express prior written consent.

     (b)  The Servicer shall notify all Obligors to make payments with respect to the Receivables Assets solely to a Lock-Box Account or, to the extent required hereunder, to the Collection Account. In the event the Servicer receives any Collections or other proceeds of the Receivables Assets (other than in respect of Repurchased Receivables), it shall hold such Collections and other proceeds on behalf of the Seller for application and remittance in accordance with Section 2.04 and it shall remit the same to the Collection Account to the extent required under Section 5.04(a)(vii) or Section 6.03. The Seller shall deliver to the Servicer, and the Servicer shall hold in trust for the Seller, the Purchasers and the Liquidity Providers in accordance with their respective interests, all Records. Notwithstanding anything to the contrary contained herein, the Agent shall, upon the occurrence and continuance of an Event of Termination, have the absolute and unlimited right to direct the Servicer to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. The Servicer’s authorization under this Agreement shall terminate on the Final Collection Date.

     (c)  The Servicer shall, as soon as practicable following receipt, turn over to the Seller or Person entitled thereto collections in respect of any Repurchased Receivable or receivable which is not a Receivable less, to the extent the Servicer performed any collection or enforcement actions which it was authorized by the Seller to perform, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer incurred in collecting and enforcing such receivable. The Servicer shall as soon as practicable following demand therefor deliver to the Seller all records in its possession relating to receivables of the Seller other than Receivables.

     SECTION 6.03. Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of an Event of Termination or a Ratings Downgrade Event, the Seller shall transfer to the Agent the exclusive ownership and control of the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following and during the continuance of an Event of Termination or a Ratings Downgrade Event to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Collection Account, or if an Event of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ and the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the Agent to take any and all steps in the Seller’s name and on behalf of the Seller, the Purchasers and the Liquidity

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Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04.

     SECTION 6.04. Responsibilities of the Seller. Anything herein to the contrary notwithstanding, the Seller shall (i) perform in all material respects all of its obligations under the Receivables to the same extent as if Receivables Assets had not been assigned hereunder and the exercise by Agent of its rights hereunder shall not relieve Seller from such obligations and (ii) pay when due any taxes, including without limitation, sales, excise and personal property taxes payable in connection with the Receivables. None of the Agent, the Purchasers or the Liquidity Providers shall have any obligation or liability to perform any obligation of the Seller with respect to any Receivables or Receivables Assets, nor shall any of them be obligated to perform any of the obligations of the Seller thereunder.

     SECTION 6.05. Further Action Evidencing Agent’s Interest. Each of the Seller and the Servicer agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request in order to perfect, protect or more fully evidence the interest of the Agent granted hereunder or to enable the Agent to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, each of the Seller and the Servicer will (a) mark its master data processing records evidencing such Receivables with a legend, reasonably acceptable to the Agent, evidencing that an interest therein has been assigned to the Agent under this Agreement, and (b) upon the request of the Agent, execute and file such financing statements, continuation statements or amendments thereto or assignments thereof, and execute and file such other instruments or notices, as may be necessary or appropriate or as the Agent may reasonably request. Each of the Seller and the Servicer hereby authorizes the Agent to file one or more financing statements, continuation statements and amendments thereto and assignments thereof, relative to all or any of the Receivables and the Related Security now existing or hereafter arising, without the signature of the Seller where permitted by law. A photographic or other reproduction of this Agreement or any financing statement covering the Receivables Assets, or any part thereof, shall be sufficient as a financing statement. If either the Seller or the Servicer fails to perform any of its respective agreements or obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent incurred in connection therewith shall be payable by the Seller or the Servicer, as applicable, upon the Agent’s demand therefor; provided, however, prior to taking any such action, the Agent shall give written notice of such intention to the Seller or the Servicer, as applicable, and provide the Seller or the Servicer, as applicable, with a reasonable opportunity to take such action itself.

ARTICLE VII

EVENTS OF TERMINATION

     SECTION 7.01. Events of Termination. If any of the following events (“Events of Termination”) shall occur:

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     (a)  The Seller shall fail to make any payment or deposit in respect of Capital, Yield, Facility Fees, Program Fees or Servicer Fees required to be made by it hereunder when due and such failure shall continue for one (1) Business Day after the first to occur of knowledge thereof by a Responsible Officer of the Seller or receipt of written notice thereof from the Agent to the Seller;

     (b)  The Seller shall fail to make any payment or deposit (other than those amounts referred to in clause (a) above) required to be made by it hereunder when due and such failure shall continue for three (3) Business Days after receipt of written notice thereof from the Agent to the Seller;

     (c)  The Seller shall fail to perform or observe in any material respect any other term, covenant (other than the covenant set forth in Section 5.01(m)) or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied fifteen (15) days after the first to occur of knowledge thereof by a Responsible Officer of the Seller or notice thereof from the Agent to the Seller;

     (d)  Any representation or warranty made or deemed to be made by the Seller under this Agreement, any Investor Report, any Purchase Request or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made (without giving effect to the proviso set forth in Section 3.02(i)) and the Seller shall fail to complete corrective actions reasonably satisfactory to the Agent within fifteen (15) days after the first to occur of knowledge thereof by a Responsible Officer of the Seller or receipt of written notice thereof from the Agent to the Seller;

     (e)  Except to the extent (1) permitted by the terms hereof or of the Sale Agreement and (2) that any of the Related Security included in the Receivables Assets constitutes property an ownership interest in which may not be perfected by filing a financing statement under the UCC, the Purchasers shall cease to have a valid and perfected ownership interest to the extent of the pertinent Purchased Interest in each Receivable (excluding Repurchased Receivables) and the Related Security and Collections with respect thereto; provided, however, that an Event of Termination shall not be deemed to have occurred under this paragraph (e) if there shall be a Lien on one or more Receivables and the Seller shall have repurchased such Receivable or Receivables in accordance with Section 8.04;

     (f)  The Seller or TRW shall generally fail to pay, or admit in writing its inability to pay, its debts as they become due; or the Seller or TRW shall apply for, consent to, or acquiesce in the appointment of, a trustee, receiver, or other custodian for it or for a substantial part of its property, or make 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 shall be appointed for the Seller or TRW or for a substantial part of its property; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, shall be commenced in respect of the Seller or TRW and, if such case or proceeding is not commenced by the Seller or TRW, as the case may be, it is consented to or acquiesced in by the Seller or TRW, as the case may be, or remains undismissed or unstayed for ninety (90) consecutive days; or the Seller or TRW shall take any corporate action to authorize any of the foregoing;

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     (g)  A Servicer Termination Event (other than a Servicer Termination Event of the type specified in clause (f) of the definition thereof) shall occur; provided, however, that if TRW has been replaced as Servicer, then from and after the date of such replacement, the occurrence of a Servicer Termination Event shall not constitute an Event of Termination hereunder;

     (h)  As of the last day of any Monthly Period, (1) the Default Ratio for such Settlement Period shall exceed 5.0%, (2) Delinquency Ratio for such Settlement Period shall exceed 7.0%, (3) the three month rolling average Dilution Ratio for such Settlement Period shall exceed 6.0% or (4) the Loss-to-Liquidation Ratio for such Settlement Period shall exceed 1.0%;

     (i)  As of the close of business on any date, to the knowledge of a Responsible Officer of the Seller or a Responsible Officer of the Servicer (so long as TRW is the Servicer), the Required Receivables Balance as of such date exceeds the Net Receivables Pool Balance (after giving effect to any increases or reductions to Capital on such date) and such excess continues for seven (7) Business Days after the date on which a Responsible Officer of the Seller or a Responsible Officer of the Servicer (so long as TRW is the Servicer) first had knowledge of such excess;

     (j)  There shall have occurred any event or circumstance which materially adversely affects the collectibility of the Receivables, taken as a whole;

     (k)  There shall have occurred 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 Indebtedness of the Seller or any Material Indebtedness of TRW, or a default in the performance or observance of any obligation or condition with respect to any Indebtedness of the Seller or any Material Indebtedness of TRW if such default results in the acceleration of the maturity of such Indebtedness; provided, that if any such default shall subsequently be remedied, cured or waived prior to the declaration of the Termination Date pursuant to this Article VII, and as a result the payment of such Indebtedness is no longer due, the Event of Termination existing hereunder by reason of this clause (k) 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;

     (l)  A “Purchase Termination Event” under and as defined in the Sale Agreement shall occur or TRW shall have declared the “Purchase Termination Date” as defined in and in accordance with the Sale Agreement;

     (m)  The long term senior unsecured debt obligations of TRW are rated less than BB by S&P or Ba2 by Moody’s;

     (n)  A Change in Control shall have occurred;

     (o)  The Seller shall fail to comply with Section 5.01(m) hereof; or

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     (p)  TRW shall cease to own directly or indirectly one hundred percent (100%) of the voting securities or equity interests of the Seller and at least a majority of the voting securities or equity interests of any subsidiary of TRW which originates Receivables.

then, and in any such event, the Agent shall, at the request, or may with the consent, of the Majority Purchasers, by written notice to the Seller, declare the Termination Date to have occurred, except that, in the case of any event described in subsection (f) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, the Agent and the Purchasers shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, which rights shall be cumulative. Upon the occurrence of the Termination Date, all obligations hereunder shall be immediately due and payable and all Capital shall be immediately due and payable, provided, however, that Capital shall be payable solely out of Collections and other amounts payable pursuant to the terms of this Agreement.

ARTICLE VIII

INDEMNIFICATION; REPURCHASES

     SECTION 8.01. Indemnities by the Seller. Without limiting any other rights which any Affected Party may have hereunder or under applicable law (including, without limitation, the right to recover damages for breach of contract), the Seller hereby agrees to indemnify any Purchaser, CNAI, individually and in its capacity as Agent, each Managing Agent, the Servicer, if not an Affiliate of the Seller, and any Liquidity Provider (the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party to the extent relating to or arising from any of the following:

     (i) reliance on any representation or warranty made or deemed made by the Seller under this Agreement or any other Facility Document to which it is a party which shall have been false or incorrect in any respect when made or deemed made (without giving effect to the proviso set forth in Section 3.02(i));

     (ii) the failure by the Seller to comply with any term, provision or covenant contained in this Agreement, the Sale Agreement or any other Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Receivable, the related Contract, or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such applicable law, rule or regulation;

     (iii) any Adverse Claim attaching to any Receivable or any Related Security or Collections with respect thereto, whether existing at the time that such Receivable initially arose or at any time thereafter;

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(iv) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with goods, merchandise and/or services the sale or provision of which gave rise to or are the subject of any Receivable or Contract;

     (v) the failure to pay when due any taxes, including, without limitation, sales, excise or personal property taxes payable by the Seller or TRW in connection with the Receivables Assets;

     (vi) the payment by such Indemnified Party of taxes, including, without limitation, any taxes imposed by any jurisdiction on amounts payable and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, to the extent caused by the Seller’s actions or failure to act in breach of this Agreement;

     (vii) the failure of the Seller to have a perfected Lien (other than a Permitted Lien) on any Related Security (except to the extent that any of the Related Security included in the Receivables Assets constitutes property a security interest in which may not be perfected by filing a financing statement under the UCC) which secures the payment of a Receivable;

     (viii) the failure to vest and maintain vested in the Agent or to transfer to the Agent, on behalf of the Purchasers and the Liquidity Providers, an ownership interest in the Receivables, together with all Collections and Related Security, free and clear of any Adverse Claim or any Permitted Lien except in favor of any Affected Party, whether existing at the time such Receivable arose or at any time thereafter;

     (ix) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the applicable UCC or other applicable laws naming the Seller as “Seller” with respect to any Receivables Assets (except to the extent that any of the Related Security included in the Receivables Assets constitutes property an ownership interest in which may not be perfected by filing a financing statement under the UCC) unless such failure results solely from the Agent’s failure to take appropriate action;

     (x) any dispute, claim, offset or defense (other than as a result of the bankruptcy or insolvency of the related Obligor) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods, merchandise and/or services related to such Receivable or the furnishing or failure to furnish such goods, merchandise and/or services (other than as a result of the bankruptcy or insolvency of the related Obligor);

     (xi) the commingling of Collections with any other funds of the Seller;

     (xii) any failure by the Seller to give reasonably equivalent value to TRW in consideration for the transfer by TRW to the Seller of any Receivables, or any attempt by

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any Person to void any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision or the Bankruptcy Code;

     (xiii) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Account pursuant to the instructions of the Agent given in accordance with this Agreement, the applicable Lock-Box Agreement and the other Facility Documents, whether by reason of the exercise of setoff rights or otherwise, unless such failure results solely from the Agent’s failure to take appropriate action;

     (xiv) any investigation, litigation or proceeding related to this Agreement or any other Facility Document delivered hereunder or in respect of any of the Purchased Assets related hereto;

     (xv) any failure of the Seller to perform its duties or obligations in accordance with the provisions of Article VI; and

     (xvi) the failure at any time to maintain a Net Receivables Pool Balance equal to or greater than the Required Receivables Balance at such time;

provided, that the Seller shall not be required to indemnify any Indemnified Parties to the extent of any amounts (1) which are determined by a court of competent jurisdiction in a final nonappealable order to have (a) resulted from the culpable negligence, bad faith or willful misconduct of the Indemnified Parties, or (b) been related to, or constitute recourse for, the lack of creditworthiness of an Obligor or the failure of an Obligor to pay a Receivable due to bankruptcy, insolvency or the financial inability of such Obligor to pay such Receivable, (2) which relate to the amounts payable to such Indemnified Party pursuant to Sections 2.06, 2.07, 2.08 or 2.09, or (3) which constitute lost profits or consequential, special or punitive damages; provided, further, that any payment made by the Seller pursuant to this Section 8.01 shall be made solely from (x) funds available from Collections to which the Seller is entitled under the Facility Documents, and (y) funds available as a result of the exercise of rights and remedies under the Sale Agreement as contemplated by Section 2.11 hereof, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Seller or any of its Affiliates to the extent that such funds are insufficient to make such payment.

Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Seller to the Agent out of (1) funds available from Collections to which the Seller is entitled under the Facility Documents, and (2) funds available to the Seller as a result of the exercise of rights and remedies under the Sale Agreement (whether by the Seller or the Agent in accordance with Section 2.11 hereof), within five (5) Business Days following Agent’s demand therefor.

     SECTION 8.02. Indemnities by the Servicer. The Servicer agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of or resulting from any of the following:

     (i) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or any other Facility Document to which it is a party,

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which shall have been false or incorrect when made or deemed made (without giving effect to the proviso set forth in Section 3.02(i)); and

     (ii) the failure by the Servicer to comply with any term, provision or covenant contained in this Agreement, the Sale Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Receivable or the Related Security;

provided, that the Servicer shall not be required to indemnify any Indemnified Parties to the extent of any amounts which (a) result from the culpable negligence, bad faith or willful misconduct of the Indemnified Parties, (b) relate to the amounts payable to such Indemnified Party pursuant to Sections 2.06, 2.07, 2.08 or 2.09, (c) relate to, or constitute recourse for, the lack of creditworthiness of an Obligor or the failure of an Obligor to pay a Receivable due to bankruptcy, insolvency or the financial inability of such Obligor to pay such Receivable, or (d) constitute lost profits or consequential, special or punitive damages.

     SECTION 8.03. Materiality Considerations. Notwithstanding anything to the contrary in this Agreement, solely for purposes of this Article VIII, any representation, warranty or covenant qualified by materiality or the occurrence of a Material Adverse Effect shall not be so qualified; provided, however, that no Indemnified Party shall be permitted to claim an Indemnified Amount by virtue of application of this Section 8.03 until such time as the aggregate Indemnified Amounts which could have been claimed by application of this Section 8.03 equal or exceed $25,000.

     SECTION 8.04. Repurchases of Receivables. The following rights are in addition to and not in limitation of any other rights or remedies that the Purchasers and/or the Agent may have hereunder.

     (a)  The Seller shall be deemed to have automatically repurchased from the Purchasers, upon receipt of the consideration described in the last sentence of this Section 8.04(a), the aggregate Purchased Interests in the affected Receivable, all Related Security relating to such Receivable and all further Collections with respect to, and other proceeds of, such Receivable, without any further action by the Purchasers or any other Person. The consideration paid to the Purchasers for the foregoing repurchase shall (i) if and to the extent the consideration paid by TRW to the Seller is in the form of cash, constitute Collections to be applied in accordance with Section 2.04 hereof and (ii) if and to the extent the consideration paid by TRW to the Seller is in the form of the transfer by TRW to the Seller of additional Eligible Receivables, shall constitute Receivables in which the Purchasers shall have a Purchased Interest.

     (b) The Agent, as assignee of the Seller’s rights under the Sale Agreement pursuant to Section 2.11 hereof, may direct TRW, as “Seller” under the Sale Agreement, upon not less than two (2) Business Days’ prior written notice, to repurchase any Receivable TRW is then required to repurchase pursuant to Section 2.11 of the Sale Agreement and TRW shall repurchase such Receivable in accordance with Section 2.11 of the Sale Agreement without notice from the Seller, as the “Purchaser” under the Sale Agreement.

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     (c)  No repurchase of Receivables pursuant to Section 2.11 of the Sale Agreement, nor any repurchase of any Purchased Interests pursuant to this Section 8.04, shall relieve the Seller of its obligation under Section 2.04 to pay Yield on the Capital outstanding with respect to such Receivables through the Payment Date relating to the Settlement Period in which any such repurchase occurs. Any such repurchase shall be made without recourse or warranty, express or implied, other than the representation and warranty that such Receivables are free and clear of any Adverse Claim created by or through the Purchasers.

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ARTICLE IX

THE AGENTS

     SECTION 9.01. Authorization and Action. Each Purchaser hereby appoints and authorizes its related Managing Agent and the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Managing Agents, the Agent and the Purchasers and Seller shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing their functions and duties hereunder, the Managing Agents shall act solely as the agent for the respective Conduit Purchasers and the Committed Purchasers in the related Purchase Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Purchasers, Seller, any other Affiliated Party or any of their respective successors and assigns. The Agent shall distribute all Collections and other amounts received or acquired by it hereunder on behalf of the applicable Purchasers or their respective Managing Agents to such Purchasers or such Managing Agents in accordance with Article II hereof.

     SECTION 9.02. Agent’s Reliance, Etc. Neither the Agent nor any Managing Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or such Managing Agent or the Agent under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agent and the Managing Agents: (i) may consult with legal counsel (including counsel for Seller or any other Affiliated Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Seller or any other Affiliated Party or to inspect the property (including the books and records) of Seller or any other Affiliated Party; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties.

     SECTION 9.03. Agent and Affiliates. With respect to any Purchased Interest (or portion thereof) held by a Managing Agent, such party shall have the same rights and powers under this Agreement as would a Purchaser if it were holding such Purchased Interest (or portion thereof) and may exercise the same as though such Person were not a Managing Agent or, in the case of CNAI, were not Agent hereunder. Each Managing Agent and their respective Affiliates may generally engage in any kind of business with Seller or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of Seller or any Obligor or any of their respective Affiliates, all as if such Persons were not Managing Agents and/or Agent and without any duty to account therefor to any Purchaser.

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     SECTION 9.04. Purchaser’s Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Agent, any Managing Agent, Citibank or any of their respective Affiliates or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and, if it so determines, to purchase a Purchased Interest in Receivables hereunder. Each Purchaser also acknowledges that it will, independently and without reliance upon the Agent, any Managing Agent, Citibank or any of their respective Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement.

     SECTION 9.05. Delegation of Duties. The Agent and each Managing Agent may each execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Agent nor any Managing Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

     SECTION 9.06. Successor Agent. The Agent and each Managing Agent may, upon thirty (30) days’ notice to Seller, each Purchaser and each other party hereto, resign as Agent. If any such party shall resign as Agent or Managing Agent under this Agreement, then, in the case of the Agent, the Seller (with the consent of the Majority Purchasers, such consent not to be unreasonably withheld), and in the case of either Managing Agent, its related Conduit Purchaser, during such thirty-day period shall appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Agent or applicable Managing Agent and references herein to the Agent or such Managing Agent shall mean such successor agent, effective upon its appointment; and such former Agent’s or Managing Agent’s rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Agent or Managing Agent or any of the parties to this Agreement. After any retiring Agent’s or Managing Agent’s resignation hereunder as such agent, the provisions of Article VIII, this Article IX and Section 10.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or a Managing Agent under this Agreement.

ARTICLE X

MISCELLANEOUS

     SECTION 10.01. Amendments, Etc.

     (a)  No amendment to or waiver of any provision of this Agreement nor consent to any departure herefrom by the Seller, shall in any event be effective unless the same shall be in writing and signed by (i) the Seller, the Agent, the Managing Agents on behalf of themselves and the Conduit Purchasers and such percentage of the Committed Purchasers as shall be required pursuant to the terms of Section 10.01(b) or (c) below (with respect to an amendment) or (ii) the Agent and the percentage of the Committed Purchasers as shall be required pursuant to the terms of Section 10.01(b) or (c) below (with respect to a waiver or consent by them) or the Seller (with respect to a waiver or consent by it), as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification or waiver shall affect the rights or duties of the Servicer hereunder without the prior written consent of the Servicer. Except as provided in this

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Section 10.01 or expressly provided otherwise in this Agreement, the Agent retains all rights to amend, modify or waive the provisions of this Agreement on behalf of the Purchasers. This Agreement contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement (together with the exhibits hereto) among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

     (b)  Each of the Purchasers and the Agent agrees that this Agreement may not be amended, modified or waived without the prior written consent of each Purchaser in any manner which:

     (i) amends the definitions of Eligible Receivable, Defaulted Receivable, Delinquent Receivable, Ratings Downgrade Event, Majority Purchasers, Concentration Limits or Special Concentration Limit, or

     (ii) reduces the amount of Capital or Yield that is payable on account of any Purchased Interest or delays any scheduled date for payment thereof, or

     (iii) impairs any rights expressly granted to an assignee or participant under this Agreement, or

     (iv) reduces fees payable by the Seller to the Purchasers or delays the dates on which such fees are payable, or

     (v) modifies any provisions relating to the definition of Required Reserves, Yield or the Servicer Fee, or

     (vi) amends or waives the Event of Termination relating to the bankruptcy of the Seller or the Servicer, or

     (vii) amends, modifies or waives any provision of this Section 10.01(b);

     (c)  Each of the Purchasers and the Agent agrees that this Agreement may not be amended, modified or waived without the prior written consent of the “Majority Purchasers” (defined below) in any manner which:

     (i) amends the definitions of Default Ratio, Sales-Based Default Ratio, Delinquency Ratio, Dilution Ratio, Loss-to-Liquidation Ratio or Net Receivables Pool Balance, or

     (ii) amends (A) Section 7.01(h) to increase the maximum permitted Default Ratio, Delinquency Ratio, Dilution Ratio or Loss-to-Liquidation Ratio or (B) Section 7.01(i), or

     (iii) (A) waives violations of the Default Ratio, the Dilution Ratio, the Loss-to-Liquidation Ratio or the Delinquency Ratio that exceed the maximum permitted levels

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for such ratios (i) for more than two consecutive months or (ii) by more than 20% for any time, or

     (B) permits the Net Receivables Pool Balance to be 90% or less of the Required Receivables Balance for more than one month beyond any applicable grace period unless either (x) the Seller has cured or has agreed to cure such violation within 30 days after notice from the Agent or (y) no other waivers are then in effect and the Net Receivables Pool Balance is greater than Capital plus 1.25 times the Loss Reserve, or

     (C) waives a violation of the cross acceleration Event of Termination set forth in Section 7.01(k) hereto for more than 30 days, or

     (D) waives a violation of the Event of Termination set forth in Section 7.01(n) hereto relating to change in control of the Seller for more than 30 days; or

     (iv) increases the Purchase Limit.

“Majority Purchasers” shall mean Committed Purchasers with aggregate Commitments totaling an amount greater than fifty percent (50 %) of the Purchase Limit.

     (d)  Each of the Purchasers and the Agent agrees that this Agreement may not be amended, modified or waived without the prior written consent of the Managing Agents, if the effect of such amendment, modification or waiver is to waive any Event of Termination.

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     SECTION 10.02. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy) and shall be personally delivered or sent by registered mail, return receipt requested, or by courier or by facsimile, to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, upon receipt, or in the case of overnight courier, two days after being deposited with such courier, or, in the case of notice by facsimile, when telephonic confirmation of receipt is obtained, in each case addressed as aforesaid.

     SECTION 10.03. No Waiver; Remedies. No failure on the part of the Agent, any Purchaser or any Liquidity Provider to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 10.04. Binding Effect; Assignability.

     (a)  This Agreement shall be binding upon and inure to the benefit of the Seller, the Servicer, the Agent, the Purchasers and their respective successors and permitted assigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VI and Article VIII shall be continuing and shall survive any termination of this Agreement.

     (b)  The Seller may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Purchasers and the Agent. Each Conduit Purchaser may, (i) without the consent of the Seller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (1) its respective Managing Agent, any Affiliate of such Managing Agent or any special purpose receivables investment vehicle managed by such Managing Agent or any Affiliate of such Managing Agent, or any Committed Purchaser, or (2) any Liquidity Provider pursuant to an Asset Purchase Agreement; and (ii) with the consent of the Seller (such consent not to be unreasonably withheld) and the Agent, to any Person not described in the preceding clause (i). Any Committed Purchaser may (x) with the consent of the Seller (which consent shall not be unreasonably withheld), assign at any time all or a portion of its rights and obligations hereunder to any other Committed Purchaser, and (y) with the consent of the Seller (such consent not to be unreasonably withheld) and the Agent, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. Any Committed Purchaser may, without the consent of the Seller, sell participation interests in its Commitment hereunder;

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provided, however, that after giving effect to the sale of such participation, such Committed Purchaser’s obligations hereunder shall remain unchanged, such Committed Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Committed Purchaser hereunder shall be determined as if such Committed Purchaser had not sold such participation interest, and the Seller and the Agent shall continue to deal solely and directly with such Committed Purchaser and not be obligated to deal with such participant. No such participant shall (i) be entitled to receive any greater Other Fees hereunder than the Purchaser selling such participation would otherwise be entitled to receive, or (ii) have the right to consent to any amendment, modification or waiver of any provision of this Agreement other than an amendment, modification or waiver which relates to the timing or amount of Capital, Yield or fees payable pursuant to the terms hereof. Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment or participation may be permitted under this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b) shall be entitled to receive with respect to the rights and obligations assigned to it any greater Other Fees than the assignor Purchaser would have been entitled to receive with respect to those rights and obligations.

     (c)  Notwithstanding any other provisions of this Agreement, any Purchaser may at any time create a security interest in all or a portion of its rights under this Agreement or any other Facility Document in favor of the Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

     SECTION 10.05. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE SELLER IN THE RECEIVABLES ASSETS OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE AMONG ANY OF THE SELLER, THE SERVICER, ANY LIQUIDITY PROVIDER OR THE AGENT ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. WITH RESPECT TO THE FOREGOING CONSENT TO JURISDICTION, EACH OF THE SELLER AND THE SERVICER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 10.05 SHALL AFFECT THE RIGHT OF THE SELLER, THE SERVICER, ANY LIQUIDITY PROVIDER OR THE AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE SELLER, THE SERVICER, SUCH LIQUIDITY PROVIDER OR THE AGENT TO BRING ANY ACTION

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OR PROCEEDING AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

     SECTION 10.06. Costs, Expenses and Taxes.

     (a)  In addition to the rights of indemnification under Article VIII hereof, the Seller agrees to pay to the Agent within ten (10) Business Days of demand therefor (i) all reasonable costs and expenses incurred by the Agent in the periodic auditing of the Seller or the Servicer pursuant to Section 5.01(c) or 5.04(a)(iii), as applicable and (ii) all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent and the Purchasers as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder.

     (b)  In addition, the Seller shall pay any and all stamp, sales, transfer and other taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Agent, the Purchasers and the Liquidity Providers against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

     (c)  In addition, the Seller shall pay to the Agent within five (5) Business Days of demand therefor all reasonable costs and expenses (including reasonable attorney’s fees and expenses) associated with the release of the Agent’s lien pursuant to Section 2.05 or otherwise.

     (d)  Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment may be permitted under Section 10.04(b), all costs and expenses incurred by an Affected Party, Managing Agent or assignee of any thereof or any Affiliate of any of the foregoing in connection with the assignment by any Affected Party or Managing Agent of any of its rights, obligations or participations under this Agreement or the other Facility Documents, including without limitation the fees and out-of-pocket expenses of counsel to any such party, shall be borne by the party incurring such costs and expenses and not by the Seller, the Servicer, TRW or any Affiliate of any thereof; provided, however, that if the parties hereto agree to a different allocation of such costs and expenses prior to any (i) assignment to or by Liquidity Providers or (ii) newly entered into Asset Purchase Agreement, this Section 10.06(d) shall not apply to costs and expenses incurred in connection therewith.

     SECTION 10.07. No Proceedings. The Seller, each Liquidity Provider and the Agent each hereby agrees that it will not institute against any Conduit Purchaser any proceeding of the type referred to in Section 7.01(f) so long as any CP Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such CP Notes shall have been outstanding.

66

     SECTION 10.08. Execution in Counterparts; Severability. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     SECTION 10.09. Confidentiality. Each of the parties hereto 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 or to the extent a party determines such Information is required to be disclosed in any filing with the Securities and Exchange Commission, (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 Facility Document or the enforcement of rights hereunder or thereunder, (f) to any independent financial rating agencies, (g) subject to an agreement containing provisions substantially the same as those of this Section, to any Liquidity Provider, any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (h) with the consent of the party providing such Information or (i) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to such party on a nonconfidential basis from a source other than the provider of the Information. For the purposes of this Section 10.09, “Information” means (a) all information received from TRW or the Seller relating to TRW or its business or the Seller or its business, other than any such information that was available to the party to this agreement receiving such information on a nonconfidential basis prior to disclosure by TRW or the Seller; provided that, in the case of information received from TRW or the Seller after the date hereof, such information is clearly identified at the time of delivery as confidential, and (b) any other information obtained as a result of being a party hereto, to any related documents or to any of the transactions contemplated hereby or thereby (including, without limitation, the contents of any summary of indicative terms and conditions with respect to such transactions, any information which is marked “confidential”, the provisions of this Agreement and any of the other Facility Documents and any other information regarding the Managing Agents’ administration of the respective commercial paper programs of the Conduit Purchasers). Any Person required to maintain the confidentiality of Information as provided in this Section 10.09 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.

67

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:	TRW RECEIVABLES INC.
	By:	/s/ Edward L. Bennardo
		Name:	Edward L. Bennardo
		Title:	Assistant Treasurer
	1900 Richmond Road, Suite 344, 2-W Cleveland, Ohio 44121
	Attention: Treasurer Telecopy: (216) 291-7831
SERVICER:	TRW INC., as Servicer
	By:	/s/ Ronald P. Vargo
		Name:	Ronald P. Vargo
		Title:	Vice President and Treasurer
	1900 Richmond Road Cleveland, Ohio 44124-3760
	Attention: Treasurer Telecopy: (216) 291-7831

Signature Page
to
Receivables Purchase Agreement

AGENT:	CITICORP NORTH AMERICA, INC., as Agent and Managing Agent
	By:	/s/ David J. Donofrio
		Name:	David J. Donofrio
		Title:	Vice President
		450 Mamaroneck Avenue Harrison, New York 10528 Attention: Global Securitization Telecopy: (914) 899-7015
CONDUIT PURCHASERS:	CHARTA CORPORATION
	By:	Citicorp North America, Inc., as Attorney-in-Fact
	By:	/s/ David J. Donofrio
		Name:	David J. Donofrio
		Title:	Vice President
		450 Mamaroneck Avenue Harrison, New York 10528
		Attention: Global Securitization Telecopy: (914) 899-7015
	CIESCO, L.P.
	By:	Citicorp North America, Inc., as Attorney- in-Fact
	By:	/s/ David J. Donofrio
		Name:	David J. Donofrio
		Title:	Vice President
		450 Mamaroneck Avenue Harrison, New York 10528
		Attention: Global Securitization Telecopy: (914) 899-7015

Signature Page
to
Receivables Purchase Agreement

CORPORATE ASSET FUNDING COMPANY, INC.
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
	450 Mamaroneck Avenue Harrison, New York 10528 Attention: Global Securitization Telecopy: (914) 899-7015
CORPORATE RECEIVABLES CORPORATION
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
	450 Mamaroneck Avenue Harrison, New York 10528 Attention: Global Securitization Telecopy: (914) 899-7015
WCP FUNDING, INC.
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
	450 Mamaroneck Avenue Harrison, New York 10528 Attention: Global Securitization Telecopy: (914) 899-7015

Signature Page
to
Receivables Purchase Agreement

COMMITTED PURCHASER FOR: CHARTA, CAFCO, CRC, CIESCO and WCP	CITIBANK, N.A.
	By:	/s/ David J. Donofrio
		Name:	David J. Donofrio
		Title:	Attorney-In-Fact
		388 Greenwich Street, 19th Floor New York, New York 10013
		Attention:	Portfolio Management - TRW Receivables Inc.
		Telecopy:	(212) 816-0245
Commitment: $350,000,000
TOTAL COMMITMENT: $350,000,000

Signature Page
to
Receivables Purchase Agreement EX-10.VV 27 l92392aex10-vv.htm EX-10(VV) AM. NO. 1 TO RECEIVABLES PURCHASE AGT

Exhibit 10(vv)

CONFORMED COPY

AMENDMENT NO. 1

dated as of December 19, 2001

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 20, 2001

     This AMENDMENT NO. 1 (the “Amendment”) is executed as of December 19, 2001, among TRW RECEIVABLES INC., a Delaware corporation, as Seller, TRW INC., an Ohio corporation, as Servicer, CHARTA CORPORATION, Delaware corporation (“Charta”), CIESCO, L.P., a New York limited partnership (“CIESCO”), WCP FUNDING, INC., a Delaware corporation (“WCP”), CORPORATE RECEIVABLES CORPORATION, a California corporation (“CRC”), and CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation (“CAFCO”) (Charta, Ciesco, WCP, CRC and CAFCO are collectively referred to as the “Conduit Purchasers” and each, individually, a “Conduit Purchaser”), CITIBANK, N.A., as Committed Purchaser and Managing Agent, and CITICORP NORTH AMERICA, INC., a Delaware corporation, as Agent for the Conduit Purchasers and the Committed Purchasers. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “RPA” referred to below.

WITNESSETH:

     WHEREAS, the Seller, the Servicer and the other parties hereto are parties to that certain Receivables Purchase Agreement dated as of November 20, 2001 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “RPA”); and

     WHEREAS, the parties hereto have agreed to amend the RPA on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     Section 1. Amendments to the RPA. The RPA is hereby amended as follows:

     1.1 The definition of “Capital” is hereby amended to add the following at the end thereof:

“and increased from time to time by amounts remitted by the Agent to any Lock-Box Bank in respect of items of payment which were returned, dishonored or otherwise not collected pursuant to the applicable Lock-Box Agreement if and to the extent such amounts have previously been applied to reduce Capital in accordance with Section 2.04(e) or (f)”

1.2 Section 2.04(d) is hereby amended and restated in its entirety as follows:

“The Servicer shall manage Collections such that on each Payment Date there are sufficient Collections and amounts on deposit in the Collection Account available to pay the amounts required to be paid in accordance with Sections 2.04(e)(i) and (ii) on such Payment Date. In connection with the foregoing, on each Payment Date prior to the Termination Date, the Servicer shall remit (out of funds then available to it from Collections or, if such Collections are insufficient, out of its own funds, subject to the proviso at the end of the last sentence of this Section 2.04(d)) to the Agent for the benefit of the Purchasers, an amount equal to the amounts required to be paid pursuant to Sections 2.04(e)(i) and (ii). In addition, if, during a “Notification Period” under (and as defined in) any Lock-Box Agreement, the Agent withdrew funds from the related Lock-Box Account which represented Collections in respect of an item of payment that was subsequently returned, dishonored or otherwise not collected, the Servicer shall remit an amount to the Agent, within one Business Day of demand therefor, equal to the amount the Agent paid to the applicable Lock-Box Bank with respect to such funds if (x) such amount had previously been remitted to the Servicer pursuant to Section 6.03 hereof and (y) such amount had not previously been applied to reduce Capital in accordance with Section 2.04(e) or (f) below. The obligations described in this Section 2.04(d) are obligations of the Servicer in its individual capacity and are not limited to Collections it then holds; provided, however, that the Servicer’s obligations under this Section 2.04(d) shall be limited to an amount equal to the aggregate amount of Collections received by the Servicer during the immediately preceding Settlement Period from funds allocated in accordance with Section 2.04(b)(i) which are not used to make Reinvestment Purchases in accordance with Sections 2.04(c)(i) or (ii) or deposited by the Servicer into the Collection Account pursuant to Section 2.04(c)(ii).

     Section 2. Effective Date. This Amendment shall become effective and shall be deemed effective as of the date first written above when the Agent shall have received a copy of this Amendment duly executed by each of the parties hereto.

     Section 3. Reference to and Effect on the RPA. Upon the effectiveness of this Amendment, (i) the Seller and the Servicer each hereby reaffirms all covenants, representations and warranties made by it in the RPA to the extent the same are not amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment and (ii) each reference in the RPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the RPA in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be, a reference to the RPA as amended hereby.

     Section 4. Expenses. The Seller hereby reaffirms its obligations under Section 10.06(a) of the RPA to pay the reasonable fees, costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by the Agent and the Managing Agent in connection with the execution and delivery of this Amendment and the agreements and instruments related hereto.

2

     Section 5. Effect. Except as otherwise amended by this Amendment, the RPA, the Sale Agreement, the Transfer Agreements and the other Facility Documents shall each continue in full force and effect and are hereby ratified and confirmed.

     Section 6. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York.

     Section 7. Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

     Section 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

3

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

TRW RECEIVABLES INC., as Seller
By:	/s/ Edward L. Bennardo
	Name:	Edward L. Bennardo
	Title:	Assistant Treasurer
TRW INC., as Servicer
By:	/s/ Ronald P. Vargo
	Name:	Ronald P. Vargo
	Title:	Vice President and Treasurer
CITICORP NORTH AMERICA, INC., as Agent
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
CHARTA CORPORATION
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
CIESCO, L.P.
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President

Signature Page
to
Amendment No. 1

CORPORATE ASSET FUNDING COMPANY, INC
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
CORPORATE RECEIVABLES CORPORATION
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
WCP FUNDING, INC
By:	Citicorp North America, Inc., as Attorney-in-Fact
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President
CITIBANK, N.A., as Committed Purchaser and Managing Agent
By:	/s/ David J. Donofrio
	Name:	David J. Donofrio
	Title:	Vice President

Signature Page
to
Amendment No. 1 EX-12 28 l92392aex12.htm EX-12 COMPUT. OF RATIO OF EARNINGS/FIXED CHARGES

Exhibit 12

TRW Inc. and Subsidiaries
Computation of Ratio of Earnings
to Fixed Charges – Unaudited

(In millions except ratio data)

	2001			2000			1999			1998			1997
Earnings before income taxes	$	140.5		$	706.4	(A)	$	787.3	(B)	$	746.1		$	239.7	(C)
Unconsolidated affiliates		98.3			1.2			(37.1	)		1.0			(8.0	)
Minority earnings		23.2			12.5			22.8			10.5			20.2
Fixed charges excluding capitalized interest		548.5			606.9			552.1			174.3			123.9
Earnings	$	810.5		$	1,327.0		$	1,325.1		$	931.9		$	375.8
Fixed Charges:
Interest expense	$	477.7		$	523.8		$	476.7		$	114.4		$	75.4
Capitalized interest		5.1			5.0			4.7			4.7			4.5
Portion of rents representative of interest factor		70.8			83.1			75.3			59.9			48.5
Total fixed charges	$	553.6		$	611.9		$	556.7		$	179.0		$	128.4
Ratio of earnings to fixed charges		1.5	x		2.2	x		2.4	x		5.2	x		2.9	x

(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.

EX-13 29 l92392aex13.htm EX-13 PORTIONS OF TRW ANNUAL REPORT

Exhibit 13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

OVERVIEW

Sales in 2001 decreased 5 percent to $16.4 billion as compared to 2000 sales of $17.2 billion. Sales in 2000 increased 2 percent from sales of $17.0 billion in 1999. Net earnings and diluted earnings per share for 2001 were $68 million, or $0.54 per share, compared to net earnings in 2000 of $438 million, or $3.51 per share, and $469 million, or $3.80 per share, in 1999.

Net earnings in 2001, 2000 and 1999 were reduced by the effects of unusual items of $228 million, or $1.82 per share, $33 million, or $0.27 per share, and $100 million, or $0.81 per share, respectively. These unusual items are summarized as follows (all amounts are after tax):

• Net gains on asset sales of $294 million in 2001, $155 million in 2000 and $235 million in 1999 primarily related to sales of RF Micro Devices, Inc. (RFMD) common stock.

• Restructuring and other charges including severance and plant closings of $197 million, $74 million and $60 million in 2001, 2000 and 1999, respectively.

• Asset impairment charges related to the write-down of investments of $222 million, primarily for the Company’s write-off of its investment in Astrolink International, LLC (Astrolink) of $157 million and $53 million for the Company’s investment in and its share of asset impairment recorded by Endwave Corporation (Endwave) in 2001, $17 million for the write-down of a technology investment in 2000, and $51 million for the Company’s write-off of its investment in ICO Global Communications (Holdings) Limited (ICO) in 1999.

• Asset impairment charges of $40 million, $44 million and $48 million for 2001, 2000 and 1999, respectively, for the write-down of property, plant and equipment, identifiable intangible assets, capitalized software and other assets.

• Charges for pending and threatened litigation of $63 million in 2001, and pending and threatened litigation and a certain warranty charge of $72 million in 2000.

• Unrealized losses on foreign exchange contracts of $34 million in 2000 and unrealized losses on foreign exchange contracts and expenses related to the acquisition of LucasVarity plc (LucasVarity) of $63 million in 1999.

• Noncash charges, with no income tax benefit, of $12 million and $85 million related to the write-off of in-process research and development associated with the acquisitions of Endgate Corporation (Endgate) to form Endwave, and LucasVarity in 2000 and 1999, respectively.

• Gains of $50 million from the formation and initial public offering of 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 in 2000.

• Charges for certain contract reserves of $28 million in 1999.

The unusual items detailed above are included in the following table:

(In millions except per share data)
Net Earnings(Loss)	2001						2000						1999
				Per						Per						Per
	Amount			Share			Amount			Share			Amount			Share
Net gain from the sale of assets	$	294		$	2.33		$	155		$	1.24		$	235		$	1.90
Restructuring and other charges		(197	)		(1.58	)		(74	)		(0.60	)		(60	)		(0.49	)
Write-down of investments		(222	)		(1.76	)		(17	)		(0.13	)		(51	)		(0.41	)
Asset impairment charges		(40	)		(0.31	)		(44	)		(0.35	)		(48	)		(0.39	)
Litigation, including certain warranty in 2000		(63	)		(0.50	)		(72	)		(0.58	)		—			—
Unrealized losses on foreign currency hedges and expenses related to the acquisition of LucasVarity in 1999		—			—			(34	)		(0.27	)		(63	)		(0.50	)
Write-off of purchased in-process research and development		—			—			(12	)		(0.09	)		(85	)		(0.69	)
Net gain on Endwave		—			—			50			0.39			—			—
Exchange of Celera stock		—			—			15			0.12			—			—
Contract reserves		—			—			—			—			(28	)		(0.23	)
	$	(228	)	$	(1.82	)	$	(33	)	$	(0.27	)	$	(100	)	$	(0.81	)

TRW Inc. 23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

The unusual items are included in the Statements of Operations as follows:

(In millions)	2001			2000			1999
Cost of sales	$	196		$	147		$	91
Administrative and selling expenses		111			42			14
Interest expense		—			—			3
Amortization of goodwill and intangible assets		10			4			75
Purchased in-process research and development		—			12			85
Other (income)expense-net		5			(179	)		(167	)
Earnings(loss) before income taxes		(322	)		(26	)		(101	)
Income tax (benefit)expense		(94	)		7			(1	)
Net earnings(loss)	$	(228	)	$	(33	)	$	(100	)

RESULTS OF OPERATIONS

Sales for 2001 decreased to $16.4 billion from $17.2 billion in 2000. The decrease in sales resulted from the effects of a decline in vehicle production, primarily in North America, the effect of foreign currency exchange, business divestitures and lower pricing. Sales in 2000 increased from $17.0 billion in 1999 as a result of 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 foreign currency exchange.

Gross profit decreased to $2,299 million in 2001 from $2,711 million in 2000. The decrease was due to lower volume and lower margin on new products, primarily in Automotive, unfavorable product mix in the Aeronautical Systems segment, continued pricing pressure and the effects of foreign currency exchange, divestitures, a seat belt recall and unusual items. Gross profit in 2001 and 2000 included net pension income of $248 million and $249 million, respectively, from an overfunded pension plan. Gross profit in 2001 was negatively impacted by unusual items totaling $196 million, of which $142 million were restructuring expenses related to the Automotive and Aeronautical Systems segments, asset impairment charges of $38 million and other charges, primarily from the discontinuance of certain commercial businesses in the Systems segment, of $16 million. Gross profit in 2000 included unusual items consisting of charges for the impairment of assets, automotive restructuring expenses and claims and litigation of $117 million and a charge for certain warranty costs of approximately $30 million. Gross profit margin (gross profit as a percentage of sales) decreased to 14.0 percent in 2001 from 15.7 percent in 2000. Excluding unusual items, gross profit margin would have been 15.2 percent and 16.6 percent for 2001 and 2000, respectively. The gross profit margin in Automotive declined in 2001, primarily as a result of lower volumes in North America compared to 2000, an increase in modules, which carry a lower margin but higher return on assets, and new product introductions.

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 effect of foreign currency exchange and increased investment in initiatives focused on commercializing defense-related technologies. In addition, net pension income from an overfunded pension plan added $249 million to gross profit in 2000 and $192 million in 1999. 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. Gross profit margin was 15.7 percent for 2000 and 17.4 percent for 1999. Excluding unusual items, gross profit margin would have been 16.6 percent and 17.9 percent in 2000 and 1999, respectively. The gross profit margin in Automotive declined in 2000 primarily as a result of price reductions, the effect of foreign currency exchange 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.

Administrative and selling expenses of $1,111 million in 2001 were down slightly compared to $1,115 million in 2000. Administrative and selling expenses decreased $35 million or 3 percent in 2000 from $1,150 million in 1999. Administrative and selling expenses included unusual items related to restructuring charges of $111 million in 2001, $42 million in 2000 and $14 million in 1999. In 2001, the effects of divestitures and cost reductions in the Automotive and Systems segments were offset by an increase in restructuring charges. Excluding the effect of unusual items, administrative and selling expenses as a percent of sales improved to 6.1 percent in 2001 from 6.2 percent and 6.7 percent in 2000 and 1999, respectively. The decrease in administrative and selling expenses in 2000, when compared to 1999, resulted primarily from divestitures and cost reductions, offset by the inclusion of an additional quarter of LucasVarity administrative and selling expenses.

Research and development expenses were $442 million in 2001 and in 2000. Lower spending in Automotive offset increased spending in Space & Electronics for initiatives focused on commercializing defense technologies and on new programs in Aeronautical Systems. Research and development expenses in 2000 were lower compared to $468 million

24 TRW Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

in 1999, primarily due to the effects of businesses divested.

Interest expense of $478 million in 2001 decreased $46 million from $524 million in 2000 as a result of lower short-term interest rates in the United States and lower average debt balances. Interest expense in 2000 increased $47 million from 1999, primarily due to higher short-term interest rates in the United States and higher interest expense on fixed rate debt issuances, partially offset by lower average debt outstanding in 2000.

Amortization of goodwill and intangible assets was $141 million, $143 million and $195 million in 2001, 2000 and 1999, respectively. In 2001, asset impairment charges relating to intangible assets of $10 million were offset by lower goodwill amortization. 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 Systems 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 write-off of purchased in-process research and development 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 $13 million, $231 million and $213 million in 2001, 2000 and 1999, respectively. Included in 2001 were gains on sales of assets of $444 million, primarily from the sale of stock of RFMD of $411 million, offset by asset impairment charges of $350 million, primarily from the write-down of the Company’s investment in Astrolink of $242 million, $65 million related to its investment in and its share of asset impairment recorded by Endwave, and pending and threatened litigation of $97 million. Included in 2000 were gains on sales of assets of $286 million, primarily from the sale of stock of RFMD of $217 million and a gain on the exchange of TRW’s interest in Paracel, Inc. for shares in Celera stock of $23 million and a $57 million gain relating to the merger of TRW Milliwave, a wholly owned subsidiary, with Endgate Corporation to form Endwave, partially offset by $52 million of unrealized losses on foreign currency exchange contracts, pending and threatened litigation of $65 million and the write-down of a technology investment of $26 million. In 1999, other (income)expense-net included gains on sales of assets of $362 million, primarily related to RFMD, partially offset by the $79 million write-off of the Company’s investment in ICO, which had filed for bankruptcy in 1999, bank fees for the acquisition of LucasVarity of $50 million and foreign exchange losses relating to LucasVarity of $66 million.

The effective tax rate in 2001 was 51.6 percent compared to 38.0 percent in 2000 and 40.5 percent in 1999. Excluding the unusual items in 2001, 2000 and 1999, the effective tax rates would have been 36.0, 35.6 and 36.0 percent, respectively. The unusual items impacting the effective tax rate in 2001 related primarily to the write-off of nondeductible goodwill in Endwave and foreign restructuring expenses. The major items impacting the effective tax rates in 2000 and 1999 were in-process research and development charges, and nondeductible penalties in 2000, for which there was no income tax benefit.

AUTOMOTIVE

(In millions)
Years ended	2001			2000			1999
Sales	$	10,111		$	10,994		$	11,328
Profit before taxes		228			508			715
Unusual items-income(expense) included in profit before taxes		(241	)		(212	)		(100	)

In the fourth quarter of 2001, the Company consolidated its global automotive operations into a single business. The Company combined its automotive businesses, previously reported as three operating segments, into one segment and restated amounts for 2000 and 1999. The consolidation of TRW’s global automotive operations into a single segment under a single executive was effected to improve the speed of decision-making, encourage consistent operating and customer practices throughout the entire automotive business and lower cost. The reporting of the automotive business as one segment is consistent with the way Automotive is now managed and the way resources are allocated.

Automotive sales for 2001 of $10,111 million decreased $883 million from $10,994 million in 2000. The decrease in 2001 sales resulted from lower volume of approximately $280 million due to lower production in North America partially offset by higher production in Europe, divestitures of approximately $240 million, the effect of foreign currency exchange of $210 million and price reductions of approximately $150 million.

Profit before taxes for 2001 of $228 million decreased $280 million from 2000. Unusual items in 2001 included several restructuring programs aggregating $213 million and other charges of $57 million, primarily related to asset impairments, which were partially offset by a net gain on sale of assets of $29 million. Unusual items included in profit before taxes in 2000 were $85 million related to restructuring actions, asset impairment charges of $67 million, claims and pending litigation of $25 million and other charges of $57 million, primarily for certain warranty costs, which were partially offset by net gains on businesses sold of $22 million. Excluding unusual items, profit before taxes decreased $251 million from 2000. The decrease primarily resulted from lower sales volume, lower margin on new products and the effect of a seat belt recall totaling $224 million, lower pricing of approximately $150 million, the effect of foreign currency exchange of $25 million and divestitures of $21 million, which were partially offset by cost reductions of $196 million.

Sales for 2000 of $10,994 million decreased $334 million from $11,328 million in 1999. The increases from the inclusion of the first quarter of 2000 sales of LucasVarity of $1,068 million, higher volume of $209 million and additional sales of $94 million from the consolidation of an affiliate, previously accounted for as an equity investment, were more than offset by divestitures of $933 million and the effect of foreign currency exchange and lower pricing of approximately $545 million and $239 million, respectively.

TRW Inc. 25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

Profit before taxes for 2000 of $508 million decreased from $715 million in 1999. Unusual items in 1999 included charges for restructuring of approximately $80 million and other charges, primarily inventory adjustments related to LucasVarity, of $20 million. Excluding unusual items described above, profit before taxes decreased $95 million. The decrease was a result of lower pricing of approximately $239 million, the effect of foreign currency exchange of $67 million, unfavorable product mix of $46 million, the effect of divestitures of $41 million, charges for warranty costs of approximately $38 million and other charges of approximately $24 million related to the write-off of inventory, start-up costs and additional bad debt reserves, primarily for a customer that filed for bankruptcy protection, partially offset by net cost reductions of approximately $280 million and the inclusion of LucasVarity in the first quarter of 2000 of approximately $89 million.

In 2001, the Company completed the disposition of the remaining Lucas Diesel Systems businesses, and LucasVarity electrical products and aftermarket businesses in India and Turkey. In 2000, the Company disposed of LucasVarity wiring, Nelson Stud Welding, Australian steering, Ledex & Dormeyer, Man-Machine Interface, Schaevitz and a substantial portion of the Lucas Diesel Systems businesses. Sales of the businesses divested included in the December 31, 2001, 2000 and 1999 Statements of Operations were approximately $82 million, $323 million and $1,160 million, respectively. Profit before taxes of the businesses divested was approximately $13 million in 2001, $32 million in 2000 and $82 million in 1999.

Restructurings

			Provision
							LucasVarity		Used for
	Beginning		Administrative		Cost of		Purchase Price		Purposes			Ending
(In millions)	Balance		and Selling		Sales		Allocation		Intended			Balance
2001	$	63	$	87	$	126	$	—	$	(131	)	$	145
2000		48		39		46		18		(88	)		63
1999		18		7		73		27		(77	)		48

The segment has initiated several restructuring actions including reorganizing and downsizing its automotive operations. In 2001, charges of $213 million before tax were recorded for actions that included the consolidation of its automotive businesses to form a single operating segment. These actions are expected to result in a reduction of approximately 6,100 employees, of which approximately 4,900 were terminated by these actions as of December 31, 2001. In 2000, $85 million was recorded for actions that resulted in employee reductions of approximately 3,700, the closing of two plants and the reorganization and downsizing of the segment’s aftermarket business. In 1999, the segment recorded $80 million related to the closure of six plants and employee reductions of more than 4,800. In 2001, 2000 and 1999, $116 million, $73 million and $63 million, respectively, were used for severance payments and costs related to the consolidation of certain facilities. The balance of $144 million is expected to be used by the third quarter of 2002.

In 1999 and 2000, the segment initiated restructuring actions to dispose of several nonstrategic or inefficient facilities, discontinue production of low-margin products and relocate certain facilities related to the integration of the LucasVarity automotive businesses. The segment recorded approximately $45 million of restructuring costs, primarily severance, as part of the purchase price allocation. In 2001, 2000 and 1999, $15 million, $15 million and $14 million, respectively, were primarily used for severance payments. The remaining balance of $1 million is expected to be used by the end of 2002.

Asset Impairments

During 2001, as a result of a loss of several existing contracts and expected future sales at certain Automotive facilities, the Company recorded before tax asset impairment charges of $38 million in cost of sales, $10 million in other (income)expense-net and $1 million in goodwill amortization. In 2000, as a result of a plan to consolidate operations of its Mesa air bag manufacturing facilities, the Company recorded an asset impairment charge of approximately $52 million in cost of sales. The Company expects the consolidation plan to be completed by the first half of 2002. Also in 2000, as a result of a loss of several existing and future contracts at an Automotive facility, the Company recorded an asset impairment charge of $15 million in cost of sales. A comparison of projected undiscounted future cash flows for the facilities to their carrying value indicated that the assets were impaired. Assets were written down to fair value on the basis of discounted estimated future cash flows and future salvage values.

Automotive Outlook

The Company anticipates that automotive and light truck production in 2002 will be down from the 2001 levels by approximately 3 to 4 percent in both North America and Western Europe. The Company foresees modest growth of 3 percent in the emerging markets of Central and Eastern Europe and Asia Pacific. In addition, the Company expects commercial truck production in North America to continue to deteriorate by another 3 percent from 2001. Strong price pressure, characteristic of the automotive supply industry, is expected to continue across the segment. Automotive original equipment manufacturers continue to operate in a difficult financial environment. The Company’s goal is to mitigate the pricing pressure by restructuring the automotive business and by continuing cost reduction efforts. Automotive positioned its business for improved competitiveness through a consolidation of its businesses and streamlining of its management structure. In addition, Automotive began the implementation of Six Sigma during the second half of 2001 with the training of more than 750 Black and Green Belts, and plans to train in excess of 6,000 employees during 2002.

Automotive is moderately seasonal because the segment’s largest North American customers typically halt operations for approximately two weeks in July and one week in December. The segment’s customers in Europe historically have shut down vehicle production during a portion of August as well. In addition, third quarter automotive production traditionally is lower as new models enter production. Third and fourth quarter results may reflect these trends.

26 TRW Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

The Company’s technology and innovation remain 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 electro hydraulic braking systems, vehicle stability controls, electrically assisted steering, advanced restraint systems and advanced electronic components.

SYSTEMS

(In millions)
Years ended	2001			2000			1999
Sales	$	3,150		$	3,252		$	2,869
Profit before taxes		176			209			86
Unusual items-income(expense) included in profit before taxes		(31	)		(4	)		(99	)

Sales for 2001 of $3,150 million decreased $102 million from 2000, as higher volume on existing programs of $255 million and new business of $55 million were more than offset by lower volume on contracts nearing completion or completed of $411 million, primarily the U.S. Census and the TRW Environmental Safety Systems (TESS) programs.

Profit before taxes for 2001 and 2000 was $176 million and $209 million, respectively. Unusual items for 2001 included a charge of $11 million for the discontinuance of certain commercial businesses and $20 million of asset impairment charges for the write-down of intangible assets and investments in certain commercial affiliates. For 2000, unusual items 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 an investment in a commercial affiliate. Excluding these unusual items, profit before taxes for 2001 decreased $6 million due to lower sales volume.

Sales for 2000 of $3,252 million increased $383 million from 1999, primarily due to new business of approximately $195 million and higher volume on existing programs, primarily 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 negatively impacted profit before taxes by approximately $4 million, as described above. Unusual items in 1999 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.

Backlog as of December 31, 2001 increased to a record $4.0 billion, 16 percent higher than the $3.4 billion at the end of 2000, primarily due to the award of several key programs in the defense market. The segment received a $564 million follow-on contract from The Boeing Company to develop and deliver Battle Management, Command, Control and Communications products for the nation’s Missile Defense program. The segment also received key awards for the continued sustainment of the nation’s Intercontinental Ballistic Missile program and production of upgraded guidance and propulsion systems. In addition, the segment received key awards during the year in the civil and commercial markets. Backlog at December 31, 2001 and 2000, does not include approximately $4.7 billion and $5.0 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. However, increased defense, intelligence and information technology spending is expected to have a favorable impact on many of the segment’s major contracts and core businesses. The focus of the current Administration on homeland security and national defense funding is expected to provide new opportunities to leverage the segment’s systems engineering and integration capabilities. Systems’ 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 is expected to lead to increased civil, state, and commercial contracts that further position the segment for growth. The diversity of its programs helps mitigate risk from both funding fluctuations and the economic uncertainty of global markets. The companywide Six Sigma program will be leveraged to enhance financial performance. The segment’s focus remains on investing in new technologies, bidding and winning new contracts and continuing to provide outstanding products and services to its customers.

SPACE & ELECTRONICS

(In millions)
Years ended	2001		2000		1999
Sales	$	2,020	$	1,880	$	1,870
Profit before taxes		212		459		500
Unusual items-income(expense) included in profit before taxes		95		295		256

Sales for 2001 of $2,020 million increased $140 million from 2000, primarily due to higher volume on existing programs, including Astrolink, of approximately $200 million, offset in part by lower volume on microelectronics products of approximately $50 million and lower volume on several defense programs nearing completion or completed during the year of $25 million.

TRW Inc. 27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

Profit before taxes for 2001 and 2000 was $212 million and $459 million, respectively. Profit before taxes in 2001 included gains of $411 million from the sale of shares of RFMD stock offset, in part, by asset impairment charges related to the investment in Astrolink of $242 million, charges of $65 million related to the investment in and the share of asset impairment recorded by Endwave, and other charges, primarily restructuring, of $9 million. Profit before taxes in 2000 included gains of $220 million, primarily related to sales of shares of RFMD stock and $75 million related to the merger and initial public offering of Endwave. Excluding these unusual items, profit before taxes decreased $47 million as improved overall program performance of $10 million and a favorable income effect from a terminated commercial contract of $24 million were offset by the profit impact from lower volume of $20 million relating to microelectronic products, increased losses in affiliates of $12 million and costs associated with commercializing defense technologies of approximately $48 million.

Sales for 2000 of $1,880 million increased $10 million from $1,870 million in 1999, primarily due to higher volume on new awards, including the start-up of the Astrolink contract of $217 million and volume on existing programs of approximately $63 million, offset in part by the timing of incurred costs, 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 1999 included gains of $335 million related to sales of shares of 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 the unusual items described above, 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.

Backlog at the end of 2001 increased to a record $4.0 billion, 25 percent higher than the $3.2 billion at December 31, 2000. The award of several key programs in the defense market, including the Joint Strike Fighter and Advanced EHF, contributed to the increase. Backlog at December 31, 2001 and 2000 does not include approximately $437 million and $443 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.

Over the next few years, government funding of Department of Defense (DoD) Research, Development, Test and Evaluation (RDT&E) contracts is expected to have a modest growth overall. The focus of the current Administration is on expediting United States’ intelligence, surveillance and reconnaissance capabilities, which is expected to have a favorable impact on many of the segment’s current major contracts and provide new opportunities to leverage its high-end technologies. In addition to the segment’s healthy government business outlook, it is positioned well for the future growth in the high-end commercial telecommunications markets. The diversity of the segment’s programs helps mitigate risk from both funding fluctuations and the economic uncertainty of global markets. In 2001, the segment completed a process-based reorganization that will leverage the companywide Six Sigma program to deliver improved performance. New ventures in the commercialization of defense technologies, including advanced semiconductors and solid-state lasers, will continue to have a negative impact on earnings in the near term.

AERONAUTICAL SYSTEMS

(In millions)
Years ended	2001			2000		1999
Sales	$	1,102		$	1,105	$	902
Profit before taxes		90			152		123
Unusual items-income(expense) included in profit before taxes		(20	)		—		—

Sales for 2001 were consistent with those in 2000, despite the downturn in the commercial aviation market since the events of September 11. Increased sales volume of $28 million was offset by the effect of foreign currency exchange of $32 million.

Profit before taxes of $90 million decreased $62 million compared to 2000. Excluding unusual net charges of $20 million in 2001, consisting of restructuring charges of $24 million and a gain on sale of assets of $4 million, profit before taxes decreased $42 million. This decrease was mainly due to an unfavorable mix of products sold, primarily repair services and spare parts of $30 million and an increase in research and development expenditures of $11 million.

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 effect of foreign currency exchange of $53 million.

Profit before taxes of $152 million in 2000 increased $29 million from 1999, primarily due to the inclusion of the first quarter of 2000 of LucasVarity of approximately $28 million.

In 2001, the segment announced restructuring actions as a result of decreased demand for its commercial aviation equipment and services. Cost reduction measures are being implemented, including reductions of approximately 1,100 employees. As a result of these actions, the segment recorded before tax charges of $24 million in 2001, of which $8 million and $16 million were recorded in administrative and selling expenses and cost of sales, respectively. As of December 31, 2001, the segment had used $4 million for severance payments and expects the balance to be used by the end of 2002.

As part of the LucasVarity acquisition, the segment 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 2001, 2000 and 1999, $5 million, $38 million and $9 million, respectively, were used for severance and lease

28 TRW Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

termination costs. The remaining balance is expected to be used by the first quarter of 2002.

Backlog as of December 31, 2001 and 2000 was $724 million and $758 million, respectively.

The events of September 11 had a negative impact on short-term business volumes and will continue to constrain demand in 2002. However, the segment has responded to this challenge by reducing employment in order to realign the cost base to the prevailing market conditions. The established Six Sigma program already has begun to yield cost savings and is being accelerated so that Aeronautical Systems will emerge from the downturn with a competitive cost base and the ability to benefit from future upturn in demand.

In the long-term, growth in the demand for air travel is still expected to exceed Gross Domestic Product (GDP). Historically, growth in airline capacity has exceeded GDP growth by approximately 2 percent with a corresponding increase in demand for aeronautical equipment. This relationship is expected to continue, although the precise timing of the upturn is uncertain.

Aeronautical Systems continues to invest in new product development and engineering to fund key program wins, which will provide sales growth in the longer term. These new programs include contracts to provide the weapons bay door drive system for the Joint Strike Fighter, and the flap, air brake and electrical power generation and management system for the new Dassault Falcon 7X long-range business jet.

LUCASVARITY ACQUISITION

On March 25, 1999, the Company acquired LucasVarity 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 Company recorded $2.9 billion of goodwill which is being amortized on a straight-line basis over 40 years. See the LucasVarity Acquisition Note to the Financial Statements for further discussion.

INTERNATIONAL OPERATIONS

International sales were $7.0 billion, or 43 percent of the Company’s sales in 2001; $7.4 billion, or 43 percent in 2000; and $7.7 billion, or 45 percent in 1999. U.S. export sales included in those amounts were $879 million in 2001, $1,025 million in 2000 and $1,039 million in 1999. Most of the Company’s non-U.S. operations are included in the Automotive, Aeronautical Systems and Systems segments and are located primarily in Europe, Mexico, Canada, Brazil and the Asia Pacific region.

The Company’s foreign operations are subject to a variety of risks that may affect such operations, including:

• 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 possible terrorist attacks; and

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

While the impact of these risks is difficult to predict, any one or more of them could adversely affect the Company’s operations in the future.

TRW Inc. 29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

LIQUIDITY AND FINANCIAL POSITION

Cash flow from operations in 2001 of $1,497 million and proceeds from the sale of assets of $476 million were used primarily for the reduction in debt of $974 million, capital expenditures of $764 million, dividend payments of $154 million and other items of $108 million. As a result, cash and cash equivalents decreased $27 million. Cash flow from operations in 2000 of $1,159 million, proceeds from the sale of 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.

Net debt (short-term debt, the current portion of long-term debt and long-term debt, less cash and cash equivalents) was $5.5 billion at December 31, 2001 compared to $6.4 billion and $8.3 billion at December 31, 2000 and 1999, respectively. The ratio of net debt to total capital (net debt, minority interests and shareholders’ investment) was 71 percent, 70 percent and 75 percent at December 31, 2001, 2000 and 1999, respectively. The increase in 2001 in the ratio of net debt to capital was due to a reduction in shareholders’ investment of $465 million due to earnings of $68 million and net share issuance for benefit plans of $76 million being more than offset by a reduction of unrealized gain on securities of $335 million, primarily from the sale of RFMD stock, foreign exchange losses of $101 million and a $39 million increase in the minimum pension liability combined with the declaration of dividends of $132 million. The percentage of fixed rate debt to total debt was 85 percent and 66 percent at the end of 2001 and 2000, respectively.

At December 31, 2001, short-term debt was $115 million compared to $1,450 million at December 31, 2000. During 2001, short-term debt was reduced from a combination of the use of proceeds from net long-term debt issuances, proceeds from an accounts receivable securitization transaction, operating cash flow and an increase in debt reclassified from short-term to long-term debt.

At December 31, 2001, $350 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 primary sources of short-term debt used by the Company are borrowings in the U.S. commercial paper market and bank borrowings in many countries where the Company has operations. The Company’s continued ability to access borrowings in the U.S. commercial paper market depends on maintaining or improving the short-term debt ratings of the Company. The continued focus on overall debt reduction and on improving operating performance will contribute to supporting the Company’s debt ratings. If the ratings on the Company’s short-term debt are lowered, access to commercial paper borrowings will be substantially reduced or eliminated and the Company’s cost of short-term borrowings will increase.

Commercial paper borrowings outstanding at December 31, 2001 totaled $286 million, with maturities up to three months, supported by a $1.8 billion revolving credit facility expiring in 2002 and a $1 billion revolving credit facility expiring in 2005. These facilities allow for borrowings at the prime rate or a rate based on London Interbank Offered Rate (LIBOR), at the option of the Company, and serve as an alternative source of liquidity. In January 2001, the Company amended and restated the $1.8 billion revolving credit agreement as part of an annual renewal. In January 2002, this agreement was again renewed and further amended and restated in an amount of $1.25 billion with 20 banks, establishing a new expiration date of January 21, 2003, with an option to extend the maturity of outstanding borrowings at that time to January 21, 2004. There were no borrowings outstanding under the Company’s revolving credit agreements at December 31, 2001.

In November 2001, the Company entered into a $350 million accounts receivable securitization agreement with a financial institution and several financial conduits. The Company securitized a portion of its U.S. automotive and aeronautical receivables to diversify its funding sources at a competitive cost. To effect the transaction, the Company established a wholly owned, fully consolidated, bankruptcy-remote, special purpose subsidiary for the purpose of purchasing the accounts receivable from the Company, including receivables purchased by the Company from certain of its subsidiaries, and selling an undivided interest in the receivables to the financial conduits. At December 31, 2001, the undivided interest in the receivables portfolio transferred to the financial conduits amounted to $327 million. The amount of funds available to the Company under this agreement will vary with changes in the amount and mix of the applicable accounts receivable and will decrease if the creditworthiness of the obligors of the accounts receivable or their payment practices deteriorates. The securitization program permits the Company to receive proceeds from the receivables earlier than it would have under the terms of the receivables, at a negotiated discount. The transaction is treated as a sale of the receivables, as opposed to a loan secured by receivables.

Long-term debt at December 31, 2001 was $5.6 billion compared to $5.3 billion at December 31, 2000. Long-term debt increased due to the combination of an excess of long-term debt issuances compared to long-term debt maturities during the year and a net increase in debt reclassified from short-term to long-term debt.

The primary sources of long-term borrowings used by the Company are issuances in the U.S. public capital markets and bank borrowings. The Company’s ability to continue to access these sources of capital is dependent on maintaining acceptable long-term debt ratings and demonstrating the financial ability to support and service the Company’s long-term debt.

During 2001, the Company issued $500 million of 7.625 percent Notes due March 2006 utilizing its universal shelf registration statement. The Company also refinanced $100 million of commercial paper borrowings by entering into a debt agreement due April 2003. The interest rate under the agreement is a floating rate based on the three-month LIBOR.

The Company had $1.2 billion remaining available under its universal shelf registration statement at December 31, 2001. 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.

30 TRW Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

At December 31, 2001, $724 million of the Company’s long-term debt had a scheduled maturity within one year. In January 2002, the Company borrowed $250 million under a term loan agreement with 10 banks due January 25, 2005. The interest rate under the agreement is either the prime rate or a rate based on LIBOR, at the option of the Company. The proceeds from the borrowing were used by the Company to repay commercial paper. This borrowing is considered a pre-financing of a portion of the long-term debt maturing in 2002.

The Company’s revolving credit facilities and term loan agreement contain various financial and other covenants. The Company is in compliance with these covenants and expects to remain in compliance during the term of the agreements. If the future performance of the Company changes, resulting in a breach of a covenant under the revolving credit and term loan agreements, the lenders under those agreements may cancel available borrowing commitments and accelerate outstanding loans. As stated above, the availability under the Company’s credit agreements is a requirement for the Company’s ability to access the commercial paper markets. The cost to the Company of borrowings under the revolving credit agreement and the term loan agreement and the cost of the sale of undivided interests of accounts receivable under the accounts receivable securitization agreement may increase if the Company’s senior unsecured debt ratings are lowered. In addition, the accounts receivable securitization agreement may be terminated if the Company’s senior unsecured debt ratings fall below BB by Standard & Poor’s Rating Services or Ba2 by Moody’s Investors Services, Inc.

During 2001, the Company reduced net debt by approximately $1.0 billion. The Company intends to continue to achieve additional debt reduction through operating cash flow, including working capital improvements, sale of noncore businesses, disposal of nonrevenue producing assets and lower capital expenditures.

The Company announced a reduction in its dividend policy in September 2001 from a quarterly rate of $0.35 per share to $0.175 per share. If the dividend rate is maintained at this level, the Company will pay approximately $65 million less in dividends in 2002 than in 2001, based on the number of shares of common stock outstanding at December 31, 2001.

Capital expenditures for property, plant and equipment and other intangible assets, primarily internal-use software, were $764 million in 2001, $742 million in 2000 and $865 million in 1999. The Company will maintain a capital program with estimated capital expenditures for 2002 totaling approximately $650 million. Capital expenditures in Systems and Space & Electronics are expected to remain stable in 2002 compared to 2001, while a decline in capital expenditures in Automotive and Aeronautical Systems is forecast. Expenditures in Systems, Space & Electronics and Aeronautical Systems will be used to support 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 the existing businesses. The Company will continue to focus on cost reduction efforts and invest in Automotive’s growth businesses, including electro hydraulic braking systems, vehicle stability controls, electrically assisted steering, advanced restraint systems and advanced electronic components.

In 2000, the Company monetized 4 million shares (adjusted for a 2-for-1 stock split) of its holdings in RFMD through the execution of three forward share sale agreements, maturing on various dates through February 2004. 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. Also in 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 Company sold 18.7 million shares of RFMD common stock for $453 million in 2001 and 5.3 million shares in 2000 for $225 million. At December 31, 2001, the Company owned approximately 4.5 million shares, including 4 million shares the Company has pledged to secure its obligations under the forward share sale agreements.

The fair value of the Company’s investment in RFMD at December 31, 2001 and 2000, excluding the effect of the forward share sale agreements, was approximately $89 million and $635 million, respectively. The fair value of the Company’s investment in Celera at December 31, 2001 and 2000, excluding the effect of the forward share sale agreement, was approximately $6 million and $8 million, respectively. These amounts are reflected in the Balance Sheets in investments in affiliated companies.

At December 31, 2001, the Company had a working capital deficiency of approximately $1.6 billion due to the issuance of debt incurred to purchase LucasVarity, combined with a reduction in accounts receivable, including the sale of accounts receivable in connection with the accounts receivable securitization program and improved working capital management. Management believes that sufficient resources from funds generated by operations, dispositions and existing borrowing capacity are available to maintain liquidity.

The following charts reflect the Company’s contractual obligations and commercial commitments as of December 31, 2001. Commercial commitments include lines of credit, guarantees and other potential cash outflows resulting from a contingent event that requires performance by the Company or its subsidiaries pursuant to a funding commitment.

	Payments Due by Period
Contractual Obligations					2003 to		2005 to		2007 and
(In millions)	Total		2002		2004		2006		beyond
Long-term debt	$	5,540	$	714	$	948	$	1,566	$	2,312
Capital lease obligations		54		10		20		12		12
Operating leases		531		128		177		115		111
Other long-term obligations		2,164		238		505		420		1,001
Total contractual cash obligations	$	8,289	$	1,090	$	1,650	$	2,113	$	3,436

TRW Inc. 31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

	Amount of Commitment Expiration per Period
(In millions)					2003 to		2005 to		2007 and
Other Commercial Commitments	Total		2002		2004		2006		beyond
Standby letters of credit / bonds*	$	245	$	130	$	104	$	—	$	11
Guarantees		21		5		6		—		10
Lines of credit		7		7		—		—		—
Other commercial commitments		89		17		47		11		14
Total commercial commitments	$	362	$	159	$	157	$	11	$	35

*     The final maturity of current instruments is subject to annual renewal.

Excluded from the foregoing Other Commercial Commitments table are open purchase orders at December 31, 2001 for raw materials and supplies used in the normal course of business. The Company also has certain guarantees of its subsidiaries’ performance under long-term contracts, which are not presented in the table.

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 modify its exposure to interest rate movements and to reduce borrowing costs. Interest rate swaps hedge interest rates on certain indebtedness and involve the exchange of fixed and floating rate interest payment obligations over the life of the related agreement. 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 currency 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, 2001, a one-percentage-point increase in the average interest rate on the Company’s variable rate borrowings would increase future interest expense by approximately $8 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, 2001, 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 $130 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 analyses also 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. The Company’s ability to continue to fund these items and continue to reduce debt may be affected by a number of factors, including the effect of general economic conditions on the Company’s business, the ability to dispose of assets and the cost of warranty, recall and litigation claims.

See the Summary of Significant Accounting Policies, Financial Instruments and Debt and Credit Agreements Notes to Financial Statements for further discussion of these matters.

CRITICAL ACCOUNTING POLICIES

The critical accounting policies that affect the Company’s financial statements and which use judgments and assumptions are listed below. In addition, the likelihood that materially different amounts would be reported under varied conditions and assumptions are highlighted.

Revenue Recognition

The Company’s revenue recognition policy relating to long-term fixed-price and fixed-price incentive contracts, accounted for using the percentage- of-completion method, approximates 30 percent of the combined revenues of Systems and Space & Electronics. The method requires the use of estimates of costs to be incurred for the design and manufacture of highly technical, intricate components and systems for space communications as well as the engineering, development and integration of software systems. Such costs are typically incurred over a period of several years, and the estimation of these costs requires substantial judgments. The cost estimation process is based on the professional knowledge and experience of Company engineers and program managers along with finance professionals. The duration of the contracts and the technical challenges included in certain contracts affect the Company’s ability to estimate costs precisely. As a result, the Company updates its projections of cost at least annually or when

32 TRW Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

circumstances significantly change. Adjustments to projected costs are recognized in net earnings when determinable.

Product Recalls

The Company is at risk for product recall costs primarily in the Automotive segment. Recall costs are costs incurred when the Company and the customer decide, either voluntarily or involuntarily, to recall a product through a formal campaign to solicit the return of specific products due to a known or suspected performance issue. Costs typically include the cost of the product being replaced, customer cost of the recall and labor to remove and replace the defective part. When a decision to recall a product has been made, the Company’s estimated cost of the recall is recorded as a charge to net earnings in that period in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Standards (SFAS) 5. In making this estimate, judgment is required as to the number of units to be returned as a result of the recall, the total cost of the recall campaign, the ultimate negotiated sharing of the cost between the Company and the customer and, in some cases, the extent to which a supplier to the Company will share in the recall cost. As a result, these estimates could change.

Litigation

The Company and its subsidiaries are subject to various claims, lawsuits and administrative proceedings that arise from the ordinary course of business. Liabilities and costs associated with these matters require estimates and judgment based on professional knowledge and experience of management and its legal counsel. When estimates of the Company’s exposure for claims or pending or threatened litigation matters meet the criteria of SFAS 5, amounts are recorded as charges to net earnings. The ultimate resolution of any exposure to the Company may change as further facts and circumstances are made available.

Impairment of Long-Lived Assets

Long-lived assets, goodwill and other intangibles are evaluated for impairment when events and circumstances indicate that the assets may be impaired and the undiscounted cash flows to be generated by those assets are less than their carrying value. If the undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. The determination of undiscounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts. The revenue growth rates included in the plans are based on industry specific data for each of the businesses. The Company’s Automotive segment uses external vehicle build assumptions published by widely used external sources and market share data by customer based on known and targeted awards over a five-year period. The Systems and Space & Electronics segments use the federal defense budget, recorded backlog and targeted awards. The Aeronautical Systems segment obtains aircraft build projections from aircraft manufacturers and uses widely available external publications and forecasting data sources to validate manufacturers’ projections and to project aftermarket demand. The profit margin assumptions included in the plans are projected by each segment based on the current cost structure and anticipated cost reductions. If different assumptions were used in these plans, the related undiscounted cash flows used in measuring impairment could be different and additional impairment of assets might be required to be recorded.

Employee Benefit Plans

Assumptions used in determining projected benefit obligations and the fair values of plan assets for the Company’s pension plans and postretirement benefits other than pensions are evaluated periodically by management in consultation with an outside actuary. Changes in assumptions are based on relevant Company data, such as the rate of increase in compensation levels and the long-term rate of return on plan assets. Critical assumptions such as the discount rate used to measure the Company’s benefit obligations, the expected long-term rate of return on plan assets and health care cost projections are evaluated and updated annually. A change in these assumptions, holding all other assumptions constant, would have the following effect on costs on an annual basis:

	One-fourth-
(Decrease)increase in costs	percentage-point
(In millions)	Increase			Decrease
Discount rate	$	(8	)	$	8
Expected long-term rate of return		(20	)		20

	One-percentage-point
	Increase		Decrease
Health care cost trend rate	$	15	$	(13	)

CONTINGENCIES

Various claims, lawsuits and administrative proceedings with respect to commercial, product liability and environmental matters are pending or threatened against the Company or its subsidiaries, arising from the ordinary course of business.

During 1996, the United States Department of Justice (DOJ) advised the Company that it had been named as a defendant in lawsuits brought by a former employee of the Company originally filed under seal in 1994 and 1995 in the United States District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The DOJ subsequently advised that it would intervene in the litigation. In a consolidated complaint filed jointly by the former employee and the DOJ, it is alleged that the Company misclassified various costs and improperly charged those costs to certain of its federal contracts, that the United States has incurred substantial damages, and that the Company is liable for treble damages, penalties, post-judgment interest, costs (including attorneys’ fees) and “all other proper relief.” All substantive allegations against the Company have been denied in the Company’s answer to the consolidated complaint. The Company cannot currently predict the outcome of this lawsuit.

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

TRW Inc. 33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS

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. Taking into account established reserves, management believes that the ultimate resolution of each of the foregoing matters will not have a material effect on the Company’s financial condition or results of operations. The resolution of one or more of such matters may have a material effect on cash flow for the period in which such matters are resolved.

CURRENT ACCOUNTING PRONOUNCEMENTS

The FASB recently issued SFAS 141, “Business Combinations,” SFAS 142, “Goodwill and Intangible Assets,” SFAS 143, “Accounting for Asset Retirement Obligations” and SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

SFAS 141 requires that acquisitions entered into after June 30, 2001, be accounted for using the purchase method and establishes criteria to be used in determining whether acquired intangible assets are to be recorded separately from goodwill. Statement 142 sets forth the accounting for goodwill and intangible assets after the completion of a business acquisition and for goodwill and intangible assets already recorded. Goodwill will no longer be amortized beginning January 1, 2002. Rather, goodwill will be tested for impairment by comparing the asset’s fair value to its carrying value. Also, the value of workforce of approximately $65 million must be reclassified from intangible assets to goodwill. The Company will adopt Statement 142 on January 1, 2002.

At December 31, 2001 the Company had recorded approximately $3.2 billion of goodwill, net of accumulated amortization. Management has conducted preliminary valuations of its reporting units and has determined that goodwill should not be impaired. In 2001, the Company recorded amortization expense for goodwill and the value of workforce of $103 million before tax, $90 million after tax, or $0.71 per share.

SFAS 143 requires the fair value of a liability for asset retirement obligations to be recorded in the period in which it is incurred. The statement applies to a company’s legal or contractual obligation associated with the retirement of a tangible long-lived asset that resulted from the acquisition, construction or development or through the normal operation of a long-lived asset. The statement is effective for the Company beginning January 1, 2003.

SFAS 144 addresses the accounting and reporting for the impairment or disposal of long-lived assets. The statement provides a consistent method to value long-lived assets to be disposed of. New criteria must be met to classify the asset as an asset held-for-sale. This statement also changes the rules for reporting the effects of a disposal of a segment of a business. This statement will be adopted on January 1, 2002.

The Company has evaluated the impact of SFAS 143 and 144 and believes that the adoption of these statements should not have a material impact on its financial position or results of operations.

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. 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 Company’s results could be affected by the ability to obtain new contract awards; the level of defense funding by the government and the termination of existing government contracts; pricing pressures from customers; moderation or decline in the automobile build rate; changes in consumer debt levels; work stoppages; unanticipated downturn in the financial condition of, or business relationships with customers or suppliers; the ability to reduce the level of outstanding debt from cash flow from operations and the proceeds from asset dispositions; a credit rating downgrade; increase in interest rates; customer recall and warranty claims; product liability and litigation issues; changes to the regulatory environment regarding automotive safety; the introduction of competing products or technology by competitors; the ability to attract and retain skilled employees with high-level technical competencies; the financial results of companies in which we have made technology investments; the availability of funding for research and development; economic, regulatory and political domestic and international conditions; fluctuations in currency exchange rates; and the impact of additional terrorist attacks, which could result in reduced automotive production, disruptions to the transportation system, or significant and prolonged disruption to air travel.

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.

34 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/ Robert H. Swan	/s/ Thomas A. Connell
Robert H. Swan	Thomas A. Connell
Executive Vice President and	Vice President and
Chief Financial Officer	Corporate Controller

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, 2001 and 2000, 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, 2001. 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, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Ernst & Young LLP
Cleveland, Ohio
January 22, 2002

TRW Inc. 35

FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS

TRW Inc. and subsidiaries
(In millions except per share data)
Years ended December 31	2001			2000			1999
Sales	$	16,383		$	17,231		$	16,969
Cost of sales		14,084			14,520			14,020
Gross profit		2,299			2,711			2,949
Administrative and selling expenses		1,111			1,115			1,150
Research and development expenses		442			442			468
Interest expense		478			524			477
Amortization of goodwill and intangible assets		141			143			195
Purchased in-process research and development		—			12			85
Other (income)expense-net		(13	)		(231	)		(213	)
Earnings before income taxes		140			706			787
Income taxes		72			268			318
Net earnings	$	68		$	438		$	469
Per share of common stock
Diluted earnings per share	$	0.54		$	3.51		$	3.80
Basic earnings per share		0.54			3.55			3.87
Dividends declared		1.05			1.36			1.32

See notes to financial statements.

36 TRW Inc.

FINANCIAL STATEMENTS

BALANCE SHEETS

TRW Inc. and subsidiaries (In millions) December 31			2001			2000
Assets
Current assets
	Cash and cash equivalents		$	240		$	267
	Accounts receivable (net of allowances of $67 million in 2001 and $60 million in 2000)			1,596			2,328
	Interest in securitized receivables			162			—
	Inventories        Finished products and work in-process			479			513
		Raw materials and supplies		284			357
	Total inventories			763			870
	Prepaid expenses			170			149
	Deferred income taxes			231			353
Total current assets				3,162			3,967
Property, plant and equipment-on the basis of cost        Land				144			145
	Buildings			1,976			1,944
	Machinery and equipment			6,146			5,826
				8,266			7,915
	Less accumulated depreciation and amortization			4,724			4,328
Total property, plant and equipment-net				3,542			3,587
Intangible assets        Goodwill				3,538			3,547
	Other intangible assets			974			975
				4,512			4,522
	Less accumulated amortization			701			510
Total intangible assets-net				3,811			4,012
Investments in affiliated companies				245			1,040
Other notes and accounts receivable				223			283
Other assets				590			676
Prepaid pension cost				2,871			2,902
			$	14,444		$	16,467
Liabilities and shareholders’ investment Current liabilities          Short-term debt			$	115		$	1,450
	Trade accounts payable			1,742			1,795
	Accrued compensation			477			500
	Other accruals			1,505			1,475
	Dividends payable			22			44
	Income taxes			173			107
	Current portion of long-term debt			724			489
Total current liabilities				4,758			5,860
Long-term debt				4,870			4,765
Long-term liabilities				1,944			2,038
Deferred income taxes				612			1,030
Minority interests in subsidiaries				74			123
Shareholders’ investment        Serial Preference Stock II (involuntary liquidation $5 million in 2001 and $6 million in 2000)				—			—
	Common stock (shares outstanding 126.5 million in 2001 and 124.2 million in 2000)			79			78
	Other capital			480			472
	Retained earnings			2,468			2,565
	Treasury shares–cost in excess of par value			(372	)		(472	)
	Accumulated other comprehensive income(loss)			(469	)		8
Total shareholders’ investment				2,186			2,651
			$	14,444		$	16,467

See notes to financial statements.

TRW Inc. 37

FINANCIAL STATEMENTS

STATEMENTS OF CASH FLOWS

TRW Inc. and subsidiaries
(In millions)
Years ended December 31			2001			2000			1999
Operating activities
	Net earnings		$	68		$	438		$	469
	Adjustments to reconcile net earnings to net cash provided by operating activities
		Depreciation and amortization		755			794			850
		Pension income		(248	)		(249	)		(192	)
		Net gain on sale of assets		(444	)		(286	)		(360	)
		Asset impairment charges		398			93			153
		Pending and threatened litigation		97			65			—
		Deferred income taxes		(36	)		49			233
		Gain on Endwave merger		—			(57	)		—
		Purchased in-process research and development		—			12			85
		Other-net		109			32			132
	Changes in assets and liabilities, net of effects of businesses acquired or divested
		Accounts receivable, net		249			—			86
		Securitization of accounts receivable		327			—			—
		Inventories		75			85			115
		Trade accounts payable		(6	)		257			—
		Prepaid expenses and other liabilities		(12	)		(103	)		(157	)
		Other-net		165			29			108
Net cash provided by operating activities				1,497			1,159			1,522
Investing activities
	Capital expenditures including other intangibles			(764	)		(742	)		(865	)
	Net proceeds from divestitures			476			1,557			432
	Acquisitions, net of cash acquired			—			(3	)		(6,095	)
	Other-net			(89	)		(19	)		(186	)
Net cash (used in)provided by investing activities				(377	)		793			(6,714	)
Financing activities
	(Decrease) increase in short-term debt			(1,223	)		(1,083	)		1,486
	Proceeds from debt in excess of 90 days			1,147			1,429			6,245
	Principal payments on debt in excess of 90 days			(898	)		(2,152	)		(2,276	)
	Dividends paid			(154	)		(167	)		(160	)
	Other-net			7			47			40
Net cash (used in)provided by financing activities				(1,121	)		(1,926	)		5,335
Effect of exchange rate changes on cash				(26	)		13			2
(Decrease)increase in cash and cash equivalents				(27	)		39			145
Cash and cash equivalents at beginning of year				267			228			83
Cash and cash equivalents at end of year			$	240		$	267		$	228
Supplemental Cash Flow Information
Interest paid (net of amount capitalized)			$	460		$	524		$	456
Income taxes paid (net of refunds)				34			168			168

See notes to financial statements.

38 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, 1998		$	—		$	75		$	457		$	2,021			$	(637	)		$	(38	)		$	1,878
	Net earnings – 1999											469												469
	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	)
Net issuance of shares for employee benefit plans						1			8			(17	)			88								80
Balance at December 31, 1999			—			76			465			2,312				(549	)			408				2,712
	Net earnings – 2000											438												438
	Foreign exchange loss, net of tax of $167 million																			(247	)			(247	)
	Reduction of unrealized gain 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	)
Net issuance of shares for employee benefit plans						2			7			(15	)			77								71
Balance at December 31, 2000			—			78			472			2,565				(472	)			8				2,651
	Net earnings – 2001											68												68
	Foreign exchange loss, net of tax of $46 million															(101	)							(101	)
	Reduction of unrealized gain on securities, net of tax of $180 million															(335	)							(335	)
	Minimum pension liability, net of tax of $21 million															(39	)							(39	)
	Deferred cash flow hedges, net of tax															(2	)							(2	)
Total comprehensive income(loss)																								(409	)
Dividends declared  Preference												(1	)											(1	)
	Common ($1.05 per share)											(131	)											(131	)
Net issuance of shares for employee benefit plans						1			8			(33	)			100								76
Balance at December 31, 2001		$	—		$	79		$	480		$	2,468			$	(372	)		$	(469	)		$	2,186

See notes to financial statements.

TRW Inc. 39

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. 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, and reported amounts in the Statements of Operations. 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 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.

Accounts receivable — Accounts receivable at December 31, 2001 and 2000, included $621 million and $705 million, respectively, related to long-term contracts, of which $258 million and $306 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.

In 2001, the Company entered into an accounts receivable securitization agreement with a financial institution and several financial conduits. At December 31, 2001, the Company’s retained interest in securitized receivables amounted to $162 million and is reported as interest in securitized receivables on the Balance Sheet. See the Accounts Receivable Securitization Note to Financial Statements.

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, 2001 and 2000.

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 to 40 years, 8 to 12 years and 3 to 5 years, respectively. Depreciation expense was $596 million, $628 million and $718 million for the years ended December 31, 2001, 2000 and 1999, 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, $47 million, which is not being amortized. Goodwill acquired after 1970 is being amortized over periods primarily ranging from 10 to 40 years. Other intangible assets include 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.

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 include 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 remediation 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.

Financial instruments — The Company adopted Statement of Financial Accounting Standards (SFAS) 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, on January 1, 2001. SFAS 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value. The transition adjustment recorded as a result of the adoption did not have a material impact on the Company’s financial position or net earnings.

Under SFAS 133, the gain or loss on derivative instruments that have been designated and qualify as hedges of the exposure to changes in the fair value of an asset or a liability, as well as the offsetting gain or loss on the hedged item, are recognized in net earnings during the period of the change in fair values. For derivative instruments that have been designated and qualify as hedges of the exposure to variability in

40 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

expected future cash flows, the gain or loss on the derivative is initially reported as a component of other comprehensive income(loss) and reclassified to the Statement of Operations when the hedged transaction affects net earnings. Any gain or loss on the derivative in excess of the cumulative change in the present value of future cash flows of the hedged item is recognized in net earnings during the period of change. For derivative instruments that are a hedge of a net investment in a foreign currency, the gain or loss is reported in other comprehensive income(loss) as part of the cumulative translation adjustment. Derivatives not designated as hedges are adjusted to fair value through net earnings.

Prior to the adoption of SFAS 133, changes in market value of contracts that hedged firm foreign currency commitments and intercompany transactions were generally included in the basis of the transactions. Changes in the market value of the contracts that hedged anticipated transactions were generally recognized in net earnings.

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 2001 presentation.

New accounting pronouncements — The Financial Accounting Standards Board (FASB) recently issued SFAS 141, “Business Combinations,” SFAS 142, “Goodwill and Intangible Assets,” SFAS 143, “Accounting for Asset Retirement Obligations” and SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

SFAS 141 requires companies to account for acquisitions entered into after June 30, 2001 using the purchase method and establishes criteria to be used in determining whether acquired intangible assets are to be recorded separately from goodwill. Statement 142 sets forth the accounting for goodwill and intangible assets after the completion of a business acquisition and for goodwill and intangible assets already recorded. Goodwill will no longer be amortized beginning January 1, 2002. Rather, goodwill will be tested for impairment by comparing the asset’s fair value to its carrying value. Also, the value of workforce of approximately $65 million must be reclassified from intangible assets to goodwill. The Company will adopt Statement 142 on January 1, 2002.

At December 31, 2001 the Company had recorded approximately $3.2 billion of goodwill, net of accumulated amortization. Management has conducted preliminary valuations of its reporting units and has determined that goodwill should not be impaired. In 2001, the Company recorded amortization expense for goodwill and the value of workforce of $103 million before tax, $90 million after tax, or $0.71 per share.

SFAS 143 requires the fair value of a liability for asset retirement obligations to be recorded in the period in which it is incurred. The statement applies to a company’s legal or contractual obligation associated with the retirement of a tangible long-lived asset that resulted from the acquisition, construction or development or through the normal operation of a long-lived asset. The statement is effective for the Company beginning January 1, 2003.

SFAS 144 addresses the accounting and reporting for the impairment or disposal of long-lived assets. The statement provides a consistent method to value long-lived assets to be disposed of. New criteria must be met to classify the asset as an asset held-for-sale. This statement also changes the rules for reporting the effects of a disposal of a segment of a business. This statement will be adopted January 1, 2002.

The Company has evaluated the impact of SFAS 143 and 144 and believes that the adoption of these statements should not have a material impact on its financial position or results of operations.

RESEARCH AND DEVELOPMENT

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 Systems and Space & Electronics segments is recoverable through overhead charged to government contracts.

Customer-funded research and development expenses, included in cost of sales, were $1,289 million, $1,145 million and $1,249 million for 2001, 2000 and 1999, respectively. Customer-funded research and development projects are recognized as sales of the Systems and Space & Electronics segments.

LUCASVARITY ACQUISITION

On March 25, 1999, the Company acquired LucasVarity plc (LucasVarity) for approximately $6.8 billion in cash and assumed net debt. The purchase price allocation resulted in an $85 million charge to net earnings, with no income tax benefit, for the fair value of acquired in-process research and development (IPR&D) that had not reached technological feasibility and had no future alternative use. The transaction was accounted for as a purchase. Assets and liabilities were recorded based on their respective fair values. 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

TRW Inc. 41

NOTES TO FINANCIAL STATEMENTS

$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 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, 2001, an aerospace engine control project was approximately 90 percent complete. The next-generation anti-lock braking systems and electro hydraulic braking projects are each 70 percent complete, and the electrical parking brake program is 95 percent complete. In 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 Company currently anticipates that the projects will be completed as budgeted by the fourth quarter of 2003. Any delay or cancellation of the projects would not have a material adverse impact on the financial condition or the results of operations of the Company.

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. 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

In 2001, the Company completed the disposition of the remaining Lucas Diesel Systems businesses, and LucasVarity electrical products and aftermarket businesses in India and Turkey. In 2000, the Company disposed of LucasVarity wiring, Nelson Stud Welding, Australian steering, Ledex & Dormeyer, Man-Machine Interface, Schaevitz and a substantial portion of the Lucas Diesel Systems businesses. Sales of the businesses divested included in the December 31, 2001, 2000 and 1999 Statements of Operations were approximately $82 million, $323 million and $1,160 million, respectively. Cash proceeds from the businesses divested were $23 million in 2001 and $1,043 million in 2000.

RESTRUCTURINGS

Automotive

			Provision
							LucasVarity		Used for
	Beginning		Administrative		Cost of		Purchase Price		Purposes			Ending
(In millions)	Balance		and Selling		Sales		Allocation		Intended			Balance
2001	$	63	$	87	$	126	$	—	$	(131	)	$	145
2000		48		39		46		18		(88	)		63
1999		18		7		73		27		(77	)		48

The segment has initiated several restructuring actions including reorganizing and downsizing its automotive operations. In 2001, charges of $213 million before tax were recorded for actions that included the consolidation of its automotive businesses to form a single operating segment. These actions are expected to result in a reduction of approximately 6,100 employees, of which approximately 4,900 were terminated by these actions as of December 31, 2001. In 2000, $85 million was recorded for actions that resulted in employee reductions of approximately 3,700, the closing of two plants and the reorganization and downsizing of the segment’s aftermarket business. In 1999, the segment recorded $80 million related to the closure of six plants and employee reductions of more than 4,800. In 2001, 2000 and 1999, $116 million, $73 million and $63 million, respectively, were used for severance payments and costs related to the consolidation of certain facilities. The balance of $144 million is expected to be used by the third quarter of 2002.

In 1999 and 2000, the segment initiated restructuring actions to dispose of several nonstrategic or inefficient facilities, discontinue production of low-margin products and relocate certain facilities related to the integration of the LucasVarity automotive businesses. The segment recorded approximately $45 million of restructuring costs, primarily severance, as part of the purchase price allocation. In 2001, 2000 and 1999, $15 million, $15 million and $14 million, respectively, were primarily used for severance payments. The remaining balance of $1 million is expected to be used by the end of 2002.

Aeronautical Systems

In 2001, the segment announced restructuring actions as a result of decreased demand for its commercial aviation equipment and services. Cost reduction measures are being implemented including reductions of approximately 1,100 employees. As a result of these actions, the segment

42 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

recorded before tax charges of $24 million in 2001, of which $8 million and $16 million were recorded in administrative and selling expenses and cost of sales, respectively. As of December 31, 2001, the segment used $4 million for severance payments and expects the balance to be used by the end of 2002.

As part of the LucasVarity acquisition, the segment 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 2001, 2000 and 1999, $5 million, $38 million and $9 million, respectively, were used for severance and lease termination costs. The remaining balance is expected to be used by the first quarter of 2002.

Corporate

During 2001, the Company announced restructuring actions to reduce employee headcount and related costs. The Company recorded before tax charges of $16 million in administrative and selling expenses in 2001. These actions resulted in a reduction of approximately 170 positions. As of December 31, 2001, the Company had used $6 million for severance payments and expects the remaining balance of $10 million to be used by the end of 2002.

As part of the LucasVarity acquisition in 1999, the Company recorded approximately $9 million of restructuring costs, primarily severance, in the purchase price allocation. In 2000 and 1999, $3 million and $6 million, respectively, were used for severance payments.

ASSET IMPAIRMENTS

The Company’s evaluation of the realizable value of its investments in certain publicly traded and private equity securities, particularly in the satellite telecommunications industry, indicated that for certain investments, declines in value were other than temporary. As a result of Astrolink International, LLC’s (Astrolink) inability to obtain additional funding, the Company concluded that the carrying amount of its investment in Astrolink would not be recoverable and therefore recognized an impairment loss of $242 million before tax in 2001. In addition, the Company recorded other write-downs of its investments in 2001 of $83 million before tax, primarily related to Endwave Corporation (Endwave), because the decline in market values were determined to be other than temporary. These charges were recorded in other (income)expense-net.

The Company recorded other asset impairment charges in 2001 of $73 million before tax, of which $24 million related to the write-down of identifiable intangible assets, capitalized software and other assets, and $49 million was a result of the loss of several existing contracts and expected future sales at certain Automotive facilities. These charges of $38 million were recorded in cost of sales, $25 million in other (income)expense-net and $10 million in goodwill amortization.

In 2000, as the result of a plan to consolidate operations of its Mesa air bag manufacturing facilities, the Company recorded an asset impairment charge of approximately $52 million in cost of sales. The Company expects the consolidation plan to be completed during the first half of 2002. Property, plant and equipment were written down to fair value on the basis of discounted estimated future cash flows and future salvage value. Also in 2000, the Company recorded an asset impairment charge of $15 million in cost of sales as a result of a loss of several existing and future contracts at an Automotive facility. Assets were written down to fair value based upon current market values of the assets. The Company also recorded an impairment charge in Systems of approximately $27 million related to the write-down of an investment in an affiliate to fair value, as it was determined that the decline was other than temporary.

In 1999, as a result of ICO Global Communications (Holdings) Limited (ICO) filing a voluntary reorganization petition and operating its business under the regulations of Chapter 11 of the U.S. Bankruptcy Code, the Company recorded an impairment charge of $79 million in other (income)expense-net to reserve fully its financial exposure in ICO. The Company also recorded an impairment charge of $74 million related to the discontinuance of a certain warehouse management systems business and the sale of a software security product line. These assets were written down to their fair value.

OTHER (INCOME)EXPENSE-NET

(In millions)	2001			2000			1999
Net gain on sale of assets	$	(444	)	$	(286	)	$	(362	)
Asset impairments		350			26			79
Pending and threatened litigation		97			65			—
Earnings of affiliates		21			(3	)		(14	)
Foreign currency exchange		1			52			66
Gain on Endwave merger		—			(57	)		—
LucasVarity related expenses		—			—			50
Miscellaneous other (income)expense		(38	)		(28	)		(32	)
	$	(13	)	$	(231	)	$	(213	)

Net gain on sale of assets included gains of $411 million from the sales of RFMD common stock in 2001, gains of $217 million relating to the sales of 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 2000 and 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 in 1999. Asset impairment charges in 2001 included $242 million related to the investment in Astrolink and $65 million related to the investment in, and the share of asset impairment charges recorded

TRW Inc. 43

NOTES TO FINANCIAL STATEMENTS

by Endwave. Foreign currency exchange in 2000 and 1999 included unrealized losses on foreign currency hedges of anticipated transactions prior to the adoption of SFAS 133 and a nonrecurring loss in 1999 on foreign currency hedges related to the acquisition of LucasVarity.

OPERATING SEGMENTS

The Company is a U.S.-based international company providing advanced technology products and services for the automotive, information systems, defense and aerospace markets. The Company reports in four operating segments: Automotive, Systems, Space & Electronics and Aeronautical Systems.

In the fourth quarter of 2001, the Company consolidated its global automotive operations into a single business. The Company combined its automotive businesses, previously reported as three operating segments, into one segment and restated amounts for 2000 and 1999. The consolidation of the Company’s global automotive operations into a single segment under a single executive was effected to improve the speed of decision-making, encourage consistent operating and customer practices throughout the entire automotive business and lower cost. The reporting of the automotive business as one segment is consistent with the way Automotive is now managed and the way resources are allocated. In addition, the interest component of other postretirement employee benefits and a portion of pension income related to businesses previously disposed of, previously reported under Corporate Expense and Other, were combined with Pension Income and is now reported as Net Employee Benefits Income. This action was taken to combine these noncash, employee benefit-related items, into one category and to isolate the reporting of corporate staff and related expenses.

The principal markets for the Company’s automotive products are the North and South American, European and Asian original equipment manufacturers and independent distributors. The Systems and Space & Electronics segments primarily offer products and services to the U.S. Government, agencies of the U.S. Government, state and local governments and international and commercial customers. The Aeronautical Systems segment offers its systems and services to airline and aircraft producers, the U.S. Government and other international governments and agencies.

A description of the products and services provided by each of the operating segments follows.

Automotive — designs, manufactures and sells 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. The principal products are: inflatable restraint, seat belt and steering wheel systems; braking systems and related products; steering and suspension systems and components; chassis modules and integrated vehicle control systems; vehicle dynamic control systems and electronics; access, security and safety electronics systems; display and heating, ventilating and air conditioning electronics; engineered and plastic fasteners and precision plastic moldings and assemblies; engine components and systems; commercial steering systems and components and aftermarket operations, including parts, service and technical and diagnostic support. Stud welding systems, wiring systems and a majority of diesel systems were divested in the first quarter of 2000. The remaining Diesel Systems businesses were divested in 2001.

Systems — offers its customers systems engineering, systems integration, software development, modeling and simulation, testing and evaluating, training and information technology for high technology systems, products and services in the fields of: strategic missiles; intelligence management and processing; command, control and communications; missile and air defense; airborne reconnaissance; homeland security; public safety and transportation; logistics and training; health and human services; integrated supply chain; tax systems and air traffic control.

Space & Electronics — 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 satellite and telecommunications applications; digital broadband space payloads; space science instruments; advanced avionics systems; high-energy laser systems; and spacecraft products, including solar arrays and reflectors.

Aeronautical Systems — designs and manufactures high integrity systems and equipment, and provides services in the following product areas: equipment services, including spares and maintenance, repair and overhaul; flight controls; engine controls; cargo systems; power generation and management; missile actuation and hoists and winches.

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 segment assets (total assets net of segment current operating liabilities).

The following income and expense items are not included in segment profit:

• Corporate expense and other, which primarily represents costs associated with corporate staff and related expenses, including certain litigation.

• Financing cost, which represents debt-related interest and loss on sale of receivables, net of corporate interest income.

• Net employee benefits income, which includes pension income related to retirees and terminated vested individuals acquired as part of the LucasVarity acquisition and divested operations, net of interest related to other postretirement employee benefits.

• Purchased IPR&D, which represents the write-off of IPR&D resulting from certain acquisitions in 2000 and 1999.

Prepaid pension cost for corporate and divested operations, unrealized gains on securities for affiliate investments accounted for using the cost method, current deferred income taxes, and Corporate and other assets are not included in segment assets.

As a result of the dispositions of Lucas Diesel Systems, Nelson Stud Welding and a LucasVarity wiring company, segment assets for Automotive decreased by approximately $925 million during 2000.

44 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

Financial information for the operating segments for each of the three years ended December 31 is as follows:

							Space &		Aeronautical
(In millions)	Automotive			Systems			Electronics		Systems			Total
2001
Sales to external customers	$	10,111		$	3,150		$	2,020	$	1,102		$	16,383
Intersegment sales		2			179			64		—			245
Profit before taxes		228			176			212		90			706
Unusual items-income(expense) included in profit before taxes		(241	)		(31	)		95		(20	)		(197	)
Segment assets		5,501			447			422		1,684			8,054
Depreciation and amortization		544			42			80		70			736
Capital expenditures including other intangibles		475			38			153		88			754
2000
Sales to external customers	$	10,994		$	3,252		$	1,880	$	1,105		$	17,231
Intersegment sales		3			131			56		—			190
Profit before taxes		508			209			459		152			1,328
Unusual items-income(expense) included in profit before taxes		(212	)		(4	)		295		—			79
Segment assets		6,132			577			579		1,689			8,977
Depreciation and amortization		573			45			89		67			774
Capital expenditures including other intangibles		501			41			148		50			740
1999
Sales to external customers	$	11,328		$	2,869		$	1,870	$	902		$	16,969
Intersegment sales		3			111			29		—			143
Profit before taxes		715			86			500		123			1,424
Unusual items-income(expense) included in profit before taxes		(100	)		(99	)		256		—			57
Segment assets		8,235			566			394		1,927			11,122
Depreciation and amortization		625			58			103		49			835
Capital expenditures including other intangibles		664			41			101		55			861

The Company accounts for intersegment sales or transfers at current market prices for the Automotive segment and at cost for Systems and Space & Electronics. Sales directly and indirectly to agencies of the U.S. Government, primarily by the Systems and Space & Electronics segments, were $4,463 million in 2001, $4,497 million in 2000, and $4,248 million in 1999. The aggregate sales to the Company’s four largest Automotive customers, as a percentage of Automotive sales, were 61 percent, 57 percent and 52 percent in 2001, 2000 and 1999, respectively. Sales to Ford Motor Company, Automotive’s largest customer, were $1,865 million in 2001, $2,080 million in 2000 and $2,143 million in 1999.

Reconciliations of the items reported for the operating segments to the applicable amounts reported in the consolidated financial statements are as follows:

(In millions)	2001			2000			1999
Profit before taxes	$	706		$	1,328		$	1,424
Corporate expense and other		(241	)		(240	)		(179	)
Financing cost		(482	)		(531	)		(531	)
Net employee benefits income		157			161			158
Purchased in-process research and development		—			(12	)		(85	)
Earnings before income taxes	$	140		$	706		$	787

TRW Inc. 45

NOTES TO FINANCIAL STATEMENTS

(In millions)	2001		2000		1999
Segment assets	$	8,054	$	8,977	$	11,122
Segment current operating liabilities		3,085		3,142		2,497
Current deferred taxes		231		353		423
Prepaid pension cost		2,273		2,280		2,220
Unrealized gain on securities		100		576		917
Segment eliminations and adjustments		92		112		240
Corporate and other		609		1,027		847
Total assets	$	14,444	$	16,467	$	18,266

Information concerning principal geographic areas as of and for the three years ended December 31 is as follows:

		United				United		All
(In millions)		States		Germany		Kingdom		Other		Total
Sales to external customers
	2001	$	9,720	$	1,759	$	1,293	$	3,611	$	16,383
	2000		10,287		1,804		1,447		3,693		17,231
	1999		9,726		1,873		2,079		3,291		16,969
Property, plant and equipment-net
	2001	$	1,743	$	417	$	481	$	901	$	3,542
	2000		1,770		460		450		907		3,587
	1999		1,934		525		515		920		3,894

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.

CASH AND CASH EQUIVALENTS

(In millions)	2001		2000
Cash and cash equivalents	$	193	$	203
Short-term securities		47		64
	$	240	$	267

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.

ACCOUNTS RECEIVABLE SECURITIZATION

In November 2001, the Company entered into a $350 million accounts receivable securitization agreement with a financial institution and several financial conduits. The Company established a wholly owned, fully consolidated, bankruptcy-remote, special purpose subsidiary, TRW Receivables Inc., for the purpose of purchasing accounts receivable from the Company, including receivables purchased by the Company from certain of its subsidiaries, and selling an undivided interest in the receivables to the financial conduits. The agreement provides that collections of receivables are to be reinvested in new accounts receivable. In accordance with the agreement, the Company will continue to service and collect the receivables on behalf of the financial conduits. The conduits and the special purpose subsidiary have no recourse to the Company’s other assets for failure of debtors to pay when due.

The securitization transactions are accounted for as a sale of the receivables under the provisions of SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and

46 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

are removed from the Balance Sheet. The proceeds received are included in cash flows from operating activities in the Statements of Cash Flows. Financing expenses paid to the conduits are recorded as a loss on the sale of assets and are charged to other (income)expense-net in the Statements of Operations. The book value of the Company’s retained interest in the receivables approximates fair market value due to the current nature of the receivables.

At December 31, 2001 receivables aggregating $489 million had been sold to the special purpose subsidiary. The undivided interest in the receivables portfolio transferred to the financial conduits amounted to $327 million.

The table below summarizes certain cash flows paid to the special purpose subsidiary for the year ended December 31, 2001:

(In millions)	2001
Proceeds from initial securitization	$	333
Average monthly proceeds from receivables securitization		330
Monthly accumulation of proceeds from receivables securitization		660

FINANCIAL INSTRUMENTS

Fair values of financial instruments — at December 31

		2001						2000
		Carrying			Fair			Carrying			Fair
(In millions)		Value			Value			Value			Value
Cash and cash equivalents		$	240		$	240		$	267		$	267
Short-term debt			115			115			1,450			1,450
Floating rate long-term debt			815			813			492			489
Fixed rate long-term debt			4,779			4,807			4,762			4,439
Foreign currency forward contracts — (liability)asset			(46	)		(46	)		12			11
Interest rate swaps — (liability)			(11	)		(11	)		—			(6	)
Forward share sale agreements — (liability)
	Liability portion		(212	)		(227	)		(197	)		(205	)
	Hedge portion		144			144			121			101

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 was estimated based on quoted market prices of offsetting contracts. The fair value of the foreign currency forward contracts was estimated using a discounted cash flow analysis based on quoted market prices of offsetting contracts. The fair value of the liability portion of the forward share sale agreements was estimated using a discounted cash flow analysis. The hedge portion was valued by analyzing the floor and ceiling options with a Black-Scholes option pricing model.

At December 31, 2001, the Company had hedging relationships designated as cash flow hedges which were as follows:

Foreign currency forward contracts — The Company manufactures and sells its products in countries throughout the world. As a result, it is exposed to fluctuations in foreign currency exchange rates. The Company enters into forward contracts and, to a lesser extent, purchased currency options to hedge portions of its foreign currency denominated forecasted revenues, purchases and the subsequent cash flows. The critical terms of the hedges are the same as the underlying forecasted transactions, and the hedges are considered to be perfectly effective to offset the changes in fair value of cash flows from the hedged transactions. Gains or losses on these instruments, which mature at various dates through April 2007, are generally recorded in other comprehensive income(loss) until the underlying transaction is recognized in net earnings. The earnings impact is reported in either sales, cost of sales, or other (income)expense-net, to match the underlying transaction.

The amount of gains and losses reclassified into net earnings in 2001 as a result of the discontinuance of cash flow hedges was immaterial. Foreign currency cash flow hedges with a combined fair value of a $5 million loss after tax at December 31, 2001 are expected to be recognized in net earnings in 2002.

In addition, the Company enters into certain foreign currency forward contracts that are not treated as hedges under SFAS 133 to hedge recognized foreign currency transactions. Gains and losses on these contracts are recorded in net earnings and are substantially offset by the earnings effect of the revaluation of the underlying foreign currency denominated transaction.

At December 31, 2001, the Company had foreign currency forward contracts outstanding with a notional amount of $1.9 billion, denominated principally in the U.S. dollar, the Euro, and the British pound. 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.

Interest rate swap agreements — The Company enters into interest rate swaps to manage the risks and costs associated with its financing activities. The net payments or receipts under the agreements are recognized as an adjustment to interest expense. At December 31, 2001, the Company had $100 million notional principal amount of interest rate swaps outstanding that converted a portion of its variable rate debt to a fixed rate through August 2005. The agreements were entered into with

TRW Inc. 47

NOTES TO FINANCIAL STATEMENTS

major financial institutions. No collateral is held in relation to the interest rate swaps, and the Company anticipates that the financial institutions will satisfy their obligations under the agreements.

Forward share sale agreements — The Company hedges certain equity investments in publicly traded companies. These instruments protect the forecasted cash flows resulting from the sale of shares in the Company’s investments in RF Micro Devices, Inc. (RFMD) and Applera Corporation — Celera Genomics Group (Celera).

In 2000, the Company monetized a portion of its holdings in RFMD through the execution of three forward share sale agreements. 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. Also in 2000, the Company similarly monetized its holdings of 229,354 shares in Celera through an 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 will be determined on the basis of a formula in the agreements. Through the setting of a floor and ceiling price, these agreements eliminate the Company’s exposure to downside market risk, while enabling the Company to retain potential market appreciation up to the respective ceiling price. Certain terms of the agreements are summarized below:

				RFMD						Celera
Maturity dates	February 2003			August 2003			February 2004			December 2003
Number of shares		1,333,334			1,333,334			1,333,332			229,354
Floor price per share	$	54		$	54		$	54		$	102
Ceiling price per share		79			86			93			176
Up-front proceeds as a percent of floor price		80	%		78	%		75	%		80	%

The investments in RFMD and Celera and the related hedge portion of the forward share sale agreements are carried at fair market value. Changes in fair market value of the Company’s shares of RFMD and Celera, including the shares monetized, are recorded in the other comprehensive income(loss) component of shareholders’ investment. Any gains or losses reported in other comprehensive income(expense) will be reclassified to net earnings at the maturity of these agreements.

The Company sold 18.7 million shares of RFMD for $453 million in 2001 and 5.3 million shares for $225 million in 2000. At December 31, 2001, the Company owned approximately 4.5 million shares, including the 4 million shares pledged to secure its obligations under the forward share sale agreements. The fair value of the RFMD shares at December 31, 2001 and 2000, excluding the effect of the forward share sale agreements, was approximately $89 million and $635 million, respectively. The fair value of the Celera shares at December 31, 2001 and 2000, excluding the effect of the forward share sale agreement, was approximately $6 million and $8 million, respectively. Both investments are included in the Balance Sheets in investments in affiliated companies.

During 2001, these hedges on forward share sales agreements were redesignated to cash flow hedges. Prior to their redesignation, a $10 million gain representing the hedges’ ineffectiveness was recorded in other (income)expense-net. The fair market value of these hedges as of December 31, 2001 was a $144 million gain.

The following table represents the movement of amounts reported in other comprehensive income(loss) of deferred cash flow hedges, net of tax.

(In millions)	2001
Balance at December 31, 2000	$	—
Net change in derivative fair value and other movements during the year		(10	)
Amounts reclassified to earnings during the year		8
Other comprehensive income(loss)	$	(2	)

INCOME TAXES

Earnings(loss) before income taxes

(In millions)	2001			2000		1999
U.S	$	171		$	638	$	653
Non-U.S		(31	)		68		134
	$	140		$	706	$	787

48 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

Provision for income taxes

(In millions)		2001			2000		1999
Current
	U.S. federal	$	54		$	141	$	131
	Non-U.S		62			64		32
	U.S. state and local		2			4		2
			118			209		165
Deferred
	U.S. federal		(41	)		34		65
	Non-U.S		13			25		75
	U.S. state and local		(18	)		—		13
			(46	)		59		153
		$	72		$	268	$	318

Effective income tax rate

	2001			2000			1999
U.S. statutory income tax rate		35.0	%		35.0	%		35.0	%
Nondeductible expenses		3.7			1.8			.8
U.S. state and local income taxes net of U.S. federal tax benefit		2.0			.3			1.9
Non-U.S. tax rate variances net of foreign tax credits		2.7			(.4	)		(.8	)
Prior years’ adjustments		1.0			(1.2	)		(.2	)
Purchased in-process research and development		—			.3			3.8
Write-down of affiliate goodwill		7.2			—			—
Other		—			2.2			—
		51.6	%		38.0	%		40.5	%

The effective tax rate in 2001 was 51.6 percent compared to 38.0 percent in 2000 and 40.5 percent in 1999. Excluding the unusual items in 2001, 2000 and 1999, the effective tax rates would have been 36.0, 35.6 and 36.0 percent, respectively. The unusual items impacting the effective tax rate in 2001 related primarily to the write-off of nondeductible goodwill in Endwave and foreign restructuring expenses. The major items impacting the effective tax rates in 2000 and 1999 were in-process research and development charges, and nondeductible penalties in 2000, for which there was no income tax benefit.

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, 2001 and 2000, the Company had unused tax benefits of $95 million and $132 million, respectively, related to U.S. and non-U.S. net operating loss carryforwards for income tax purposes, of which $61 million and $81 million can be carried forward indefinitely and the balance expires at various dates through 2011. A valuation allowance at December 31, 2001 and 2000, of $106 million and $111 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 $612 million at December 31, 2001.

	Deferred tax						Deferred tax
	assets						liabilities
(In millions)	2001			2000			2001		2000
Pensions and postretirement benefits other than pensions	$	439		$	394		$	1,005	$	1,014
Completed contract method of accounting for long-term contracts		—			—			176		185
Service contracts		—			—			19		41
State and local taxes		—			—			10		28
Reserves and accruals		309			327			—		—
Depreciation and amortization		—			—			205		208
U.S. net operating loss and credit carryforwards		39			31			—		—
Non-U.S. net operating loss carryforwards		89			101			—		—
Available-for-sale equity securities		—			—			64		244
Foreign currency exchange		229			181			—		—
Other		125			166			26		46
		1,230			1,200			1,505		1,766
Valuation allowance for deferred tax assets		(106	)		(111	)		—		—
	$	1,124		$	1,089		$	1,505	$	1,766

TRW Inc. 49

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, 2001, and a statement of the funded status as of December 31, 2001 and 2000:

		2001						2000
(In millions)		U.S.			Non-U.S.			U.S.			Non-U.S.
Change in benefit obligations
	Benefit obligations at January 1	$	3,331		$	3,954		$	2,933		$	4,176
	Service cost		109			55			101			63
	Interest cost		252			225			244			230
	Amendments		6			2			1			—
	Actuarial loss(gain)		236			(10	)		383			60
	Foreign currency exchange rate changes		—			(109	)		—			(346	)
	Divestitures		(17	)		—			(7	)		(4	)
	Benefits paid		(308	)		(244	)		(324	)		(225	)
Benefit obligations at December 31			3,609			3,873			3,331			3,954
Change in plan assets
	Fair value of plan assets at January 1		3,466			5,704			3,801			6,520
	Actual return on plan assets		(179	)		(415	)		(17	)		(88	)
	Foreign currency exchange rate changes		—			(151	)		—			(531	)
	Divestitures		(16	)		—			(8	)		(1	)
	Company contributions		13			23			14			19
	Plan participant contributions		—			9			—			10
	Benefits paid		(308	)		(244	)		(324	)		(225	)
Fair value of plan assets at December 31			2,976			4,926			3,466			5,704
Funded status of the plan			(633	)		1,053			135			1,750
	Unrecognized actuarial (gain)loss		674			1,582			(56	)		702
	Unrecognized prior service cost		23			16			26			8
	Unrecognized net transition asset		(1	)		(5	)		—			(6	)
Total recognized		$	63		$	2,646		$	105		$	2,454

The following table provides the amounts recognized in the Balance Sheets as of December 31, 2001 and 2000:

	2001								2000
(In millions)	U.S.				Non-U.S.				U.S.				Non-U.S.
Prepaid benefit cost		$	139			$	2,884			$	177			$	2,725
Accrued benefit liability			(76	)			(238	)			(72	)			(271	)
Additional minimum liability			(192	)			(15	)			(22	)			(25	)
Intangible asset and other			110				3				10				3
Accumulated other comprehensive income(loss)			82				12				12				22
Total recognized		$	63			$	2,646			$	105			$	2,454

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 $3,458 million, $2,948 million and $2,785 million, respectively, as of December 31, 2001, and $243 million, $225 million and $136 million, respectively, as of December 31, 2000. The pension assets of the Company’s largest U.S. plan experienced investment losses during 2001, which account for the increase in values from the prior year.

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 $284 million, $254 million and $31 million, respectively, as of December 31, 2001, and $281 million, $254 million and $17 million, respectively, as of December 31, 2000.

50 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 $176 million at December 31, 2001. The plans received approximately $6 million in dividends on these shares in 2001.

The following table provides the components of net pension (income)cost for the plans for years 2001, 2000 and 1999:

		2001						2000						1999
(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	$	109		$	55		$	101		$	63		$	109		$	51
	Interest cost on projected benefit obligations		252			225			244			230			225			184
	Expected return on plan assets		(326	)		(497	)		(321	)		(500	)		(298	)		(412	)
	Curtailment (gain)loss		(1	)		—			—			—			—			—
	Amortization of recognized (gain)loss		1			—			(2	)		—			2			1
	Amortization of prior service cost		9			3			8			2			8			2
	Amortization of transition asset		(1	)		(1	)		(1	)		(1	)		(3	)		(1	)
Defined benefit plans			43			(215	)		29			(206	)		43			(175	)
Defined contribution plans			2			1			8			1			13			3
Employee stock ownership and savings plan			55			—			51			—			51			—
Total pension (income)cost		$	100		$	(214	)	$	88		$	(205	)	$	107		$	(172	)

The amount included within other comprehensive income(loss) arising from a change in the minimum pension liability was a loss of $39 million, net of tax of $21 million, in 2001; loss of $10 million, net of tax of $5 million, in 2000; and a gain of $1 million, net of tax, in 1999.

The assumptions used in the measurement of the Company’s benefit obligations are shown in the following table:

		2001						2000
		U.S.			Non-U.S.			U.S.			Non-U.S.
Actuarial assumptions
	Discount rate		7.25	%		5.5-6.5	%		7.50	%		6.0-7.0	%
	Rate of increase in compensation levels		4.10	%		2.0-4.0	%		4.10	%		3.5-4.5	%

The expected long-term rate of return on plan assets for U.S. plans was 9.5 percent for 2001 and 2000. For non-U.S. plans the expected long-term rate of return ranged from 8 to 8.75 percent in 2001 and 2000.

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. 51

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, 2001, and a statement of the funded status as of December 31, 2001 and 2000:

(In millions)		2001			2000
Change in benefit obligations
Benefit obligations at January 1		$	1,375		$	1,249
	Service cost		23			22
	Interest cost		98			94
	Actuarial loss		80			139
	Divestitures		(8	)		(4	)
	Foreign currency exchange rate changes		(5	)		(4	)
	Plan amendments		—			(25	)
	Plan participant contributions		12			8
	Benefits paid		(102	)		(104	)
Benefit obligations at December 31			1,473			1,375
Change in plan assets
Fair value of plan assets at January 1			193			184
	Actual return on plan assets		(9	)		(3	)
	Company contributions		106			108
	Plan participant contributions		12			8
	Benefits paid		(102	)		(104	)
Fair value of plan assets at December 31			200			193
Funded status of the plan			(1,273	)		(1,182	)
Unrecognized actuarial loss			107			5
Unrecognized prior service cost			(28	)		(30	)
Total accrued benefit cost recognized		$	(1,194	)	$	(1,207	)

The following table provides the components of net postretirement benefit cost for the plans for years 2001, 2000 and 1999:

(In millions)	2001			2000			1999
Components of net postretirement benefit cost
Service cost	$	23		$	22		$	21
Interest cost		98			94			81
Expected return on plan assets		(20	)		(18	)		(15	)
Amortization of recognized income		—			(3	)		(1	)
Curtailment gain		—			(4	)		—
Amortization of prior service cost		(2	)		(2	)		—
Net postretirement benefit cost	$	99		$	89		$	86

The weighted-average discount rate used in determining the accumulated postretirement benefit obligations as of December 31, 2001 and 2000 was 7.25 percent and 7.5 percent, respectively. The weighted-average expected long-term rate of return on plan assets was 9.5 percent for 2001 and 2000. A 6.4 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 2002. The rate was assumed to decrease gradually to 5.1 percent in the year 2009 and remain at that level, thereafter.

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	$	15	$	(13	)
Effect on postretirement benefit obligations		153		(130	)

DEBT AND CREDIT AGREEMENTS

Short-term debt

(In millions)	2001			2000
U.S. borrowings	$	286		$	1,322
Non-U.S. borrowings		179			228
Short-term debt reclassified to long-term debt		(350	)		(100	)
	$	115		$	1,450

Long-term debt

(In millions)		2001		2000
U.S. Notes and Debentures
Floating Rate Notes due 2002		$	300	$	300
Fixed Rate Notes
	6.05% to 6.625% due 2001 through 2010		1,550		1,975
	7.125% to 7.625% due 2006 through 2009		1,250		750
	8.75% due 2006		500		500
	9.35% to 9.375% due 2020 through 2021		200		200
Debentures
	6.65% to 7.75% due 2028 through 2029		700		700
Other notes and debentures			278		305
Other U.S. borrowings			112		11
Non-U.S. borrowings			354		413
Short-term debt reclassified to long-term debt			350		100
Total long-term debt			5,594		5,254
Less current portion			724		489
		$	4,870	$	4,765

52 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

The Company amended and restated the revolving credit agreement which expired 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 Company also has a second credit agreement in an amount of $1 billion with 29 banks which will expire on January 25, 2005. The interest rate under the agreements is the prime rate or a rate based on London Interbank Offered Rate (LIBOR), at the option of the Company. At December 31, 2001, there were no outstanding borrowings under these agreements.

See the Subsequent Events Note for the status of the credit facilities subsequent to December 31, 2001.

At December 31, 2001 and 2000, $350 million and $100 million, respectively, 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.

In 2001, the Company issued $500 million of 7.625 percent Notes due March 2006 utilizing its universal shelf registration statement. Also in 2001, the Company refinanced $100 million of commercial paper borrowings by entering into a debt agreement due April 2003. The interest rate under the agreement is a floating rate based on three-month LIBOR.

The Company had $1.2 billion remaining available under its universal shelf registration statement at December 31, 2001. 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, 2001 and 2000, was 4.5 percent and 7.3 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 10.9 percent at December 31, 2001, and mature at various dates through 2020.

The maturities of long-term debt are, in millions: 2002-$724; 2003-$217; 2004-$751; 2005-$566; 2006-$1,012; and $2,324 thereafter.

The Company’s 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 $575 million at December 31, 2001.

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 $212 million for 2001, $249 million for 2000 and $229 million for 1999.

At December 31, 2001, the future minimum lease payments for noncancelable operating leases totaled $531 million and are payable as follows: 2002-$128; 2003-$100; 2004-$77; 2005-$62; 2006-$53; and $111 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; 29,595 and 32,149 shares outstanding at December 31, 2001 and 2000, respectively.

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; 55,557 and 60,268 shares outstanding at December 31, 2001 and 2000, respectively.

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, 2001 and 2000.

Common Stock — $0.625 par value; authorized 500 million shares; shares outstanding were reduced by treasury shares of 7.2 million in 2001 and 9.4 million in 2000.

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.

At December 31, 2001, 17.6 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.

TRW Inc. 53

NOTES TO FINANCIAL STATEMENTS

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) 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.

	2001				2000				1999
			Weighted-				Weighted-				Weighted-
	Millions		average		Millions		average		Millions		average
	of		exercise		of		exercise		of		exercise
	shares		price		shares		price		shares		price
Outstanding at beginning of year		15.1	$	47.30		11.5	$	43.68		9.8	$	40.11
Granted		1.0		39.04		5.7		52.06		3.2		50.18
Exercised		1.0		23.28		1.1		31.04		1.1		28.02
Canceled, expired or terminated		1.0		52.06		1.0		51.48		.4		51.24
Outstanding at end of year		14.1		48.22		15.1		47.30		11.5		43.68
Exercisable		9.2		47.12		7.3		42.68		6.5		37.91
Weighted-average fair value of options granted				9.69				14.73				13.93

At December 31, 2001, 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, 2001:

	Options Outstanding						Options Exercisable
			Weighted-
			average		Weighted-				Weighted-
	Millions of		remaining		average		Millions of		average
	shares		contractual life		exercise		shares		exercise
Range of exercise prices	outstanding		in years		price		exercisable		price
$21.75 - $39.99		1.5		2.7	$	32.55		1.5	$	32.55
$40.00 - $58.88		12.6		7.1		50.08		7.7		50.49
		14.1						9.2

Had the compensation cost for the stock options granted in 2001, 2000 and 1999 been determined based on the fair value at the grant date, consistent with the fair value method of SFAS 123, the Company’s net earnings and earnings per share would have been reduced by $24 million, or $0.19 per share, in 2001, $24 million, or $0.19 per share, in 2000 and $16 million, or $0.13 per share, in 1999.

Fair value was estimated at the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions for 2001, 2000 and 1999, respectively: risk-free interest rate of 4.71 percent, 5.83 percent and 6.21 percent; dividend yield of 2.85 percent, 2.61 percent and 2.50 percent; expected volatility of 28 percent, 27 percent and 25 percent; and an expected option life of six years for 2001, 2000 and 1999.

In addition, the Company has granted restricted stock to certain employees in 2001 and 2000. 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 12 years. The Company applies the provisions of APB 25 in accounting for its restricted stock and, as such, compensation expense equal to the market price of the stock on the date of the grant is recognized over the vesting period. Restricted stock outstanding, the weighted-average fair value of stock granted and the weighted-average remaining contractual life of outstanding restricted stock was 748,050 shares, $31.87 per share and 8.4 years, respectively, at December 31, 2001. 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 2001 and 2000 been determined based on the fair value at the grant date, consistent with the fair value method of SFAS 123, the Company’s net earnings would have increased by $6.3 million, or $0.05 per share in 2001 and $2.6 million, or $0.02 per share in 2000.

In 2001, the Company granted restricted stock units to certain employees, and additional units were issued to those employees under the dividend equivalent rights provisions of outstanding units. The restricted stock units are nontransferable and subject to forfeiture until the units vest. Vesting periods range from four to 20 years. When the units vest, the units are settled in shares of TRW common stock. The Company applies the provisions of APB 25 in accounting for its restricted

54 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

stock units and, as such, compensation expense equal to the market price of the stock on the date of the grant is recognized over the vesting period. Restricted stock units outstanding, the weighted-average fair value of stock units granted and the weighted-average remaining contractual life of outstanding restricted stock units was 291,252 units, $30.94 per share and 9.2 years, respectively, at December 31, 2001. Had the compensation cost for the restricted stock units granted in 2001 been determined based on the fair value at the grant date, consistent with the fair value method of SFAS 123, the Company’s net earnings would have increased by $1.2 million, or $0.01 per share in 2001.

EARNINGS PER SHARE

(In millions except per share data)		2001			2000			1999
Numerator
Net earnings		$	68.0		$	438.1		$	468.8
Preferred stock dividends			(.5	)		(.5	)		(.5	)
Numerator for basic earnings per share-net earnings available to common shareholders			67.5			437.6			468.3
Effect of dilutive securities Preferred stock dividends			.5			.5			.5
Numerator for diluted earnings per share-net earnings available to common shareholders		$	68.0		$	438.1		$	468.8
Denominator
Denominator for basic earnings per share-weighted-average common shares			124.8			123.1			121.0
Effect of dilutive securities
	Convertible preferred stock		.7			.8			.8
	Employee stock options		.2			1.0			1.7
Dilutive potential common shares			.9			1.8			2.5
Denominator for diluted earnings per share-adjusted weighted-average shares after assumed conversions			125.7			124.9			123.5
Diluted earnings per share		$	0.54		$	3.51		$	3.80
Basic earnings per share			0.54			3.55			3.87

ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income(loss) at December 31, 2001 and 2000 are as follows:

(In millions)	2001			2000
Foreign currency exchange loss (net of tax of $229 million in 2001 and $183 million in 2000)	$	(524	)	$	(423	)
Unrealized gain on securities (net of tax of $64 million in 2001 and $244 million in 2000)		118			453
Unrealized loss on cash flow hedges (net of tax)		(2	)		—
Minimum pension liability adjustments (net of tax of $33 million in 2001 and $12 million in 2000)		(61	)		(22	)
	$	(469	)	$	8

TRW Inc. 55

NOTES TO FINANCIAL STATEMENTS

CONTINGENCIES

Various claims, lawsuits and administrative proceedings are pending or threatened against the Company or its subsidiaries, covering a wide range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability and environmental matters. 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, 2001, the Company had reserves for environmental matters of $176 million, including $4 million of expense 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, 2001, 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 or results of operations. 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 results of operations 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, 2001, 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 United States Department of Justice (DOJ) advised the Company that it had been named as a defendant in lawsuits brought by a former employee of the Company originally filed under seal in 1994 and 1995 in the United States District Court for the Central District of California under the qui tam provisions of the civil False Claims Act. The DOJ subsequently advised that it would intervene in the litigation. In a consolidated complaint filed jointly by the former employee and the DOJ, it is alleged that the Company misclassified various costs and improperly charged those costs to certain of its federal contracts, that the United States has incurred substantial damages, and that the Company is liable for treble damages, penalties, post-judgment interest, costs (including attorneys’ fees) and “all other proper relief.” All substantive allegations against the Company have been denied in the Company’s answer to the consolidated complaint. The Company cannot currently predict the outcome of this lawsuit.

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.

Taking into account established reserves, management believes that the ultimate resolution of each of the foregoing matters will not have a material effect on the Company’s financial condition or results of operations. The resolution of one or more of such matters may have a material effect on cash flow for the period in which such matters are resolved.

SUBSEQUENT EVENTS

The Company amended and restated the revolving credit agreement expiring on January 22, 2002 in a reduced aggregate amount of $1.25 billion with 20 banks establishing a new expiration date of January 21, 2003 with an option to extend the maturity of outstanding borrowings at that time to January 21, 2004. The Company also refinanced $250 million of commercial paper borrowings by entering into a term loan agreement with 10 banks due January 25, 2005. The interest rate under the agreements is either the prime rate or a rate based on LIBOR, at the option of the Company.

56 TRW Inc.

NOTES TO FINANCIAL STATEMENTS

STOCK PRICES AND DIVIDENDS (UNAUDITED)

The book value per common share at December 31, 2001, was $17.25 compared to $21.29 at the end of 2000. The Company’s Directors declared the 254th consecutive quarterly dividend during December 2001. Dividends declared per common share were $1.05 in 2001 and $1.36 in 2000. The following table highlights the closing market prices of the Company’s common and preference stocks and dividends paid for the quarters of 2001 and 2000.

				Price of traded shares								Dividends paid per share
		Quarter		2001				2000				2001		2000
				High		Low		High		Low
Common stock Par value $0.625 per share			1	$	40.34	$	33.86	$	64.13	$	39.81	$	.35	$	.33
			2		44.95		33.48		59.94		43.19		.35		.33
			3		44.35		28.01		52.09		40.31		.35		.33
			4		40.51		30.01		42.00		29.88		.175		.35
Cumulative Serial Preference Stock II			1		288.00		288.00		374.00		374.00		1.10		1.10
	$4.40 Convertible Series 1		2		335.00		310.00		490.00		490.00		1.10		1.10
			3		335.00		310.00		400.00		400.00		1.10		1.10
			4		340.00		310.00		288.00		288.00		1.10		1.10
Cumulative Serial Preference Stock II			1		280.00		280.00		455.00		368.00		1.125		1.125
	$4.50 Convertible Series 3		2		325.00		285.00		338.00		335.00		1.125		1.125
			3		250.00		210.00		333.00		333.00		1.125		1.125
			4		250.00		210.00		245.75		231.00		1.125		1.125

The $4.40 Convertible Series 1 was not actively traded during the first and third quarters of 2001. The $4.50 Convertible Series 3 was not actively traded during the fourth quarter of 2001. The prices shown for those quarters represent the previous quarters’ actual high and low prices of traded shares.

QUARTERLY FINANCIAL
INFORMATION (UNAUDITED)

		First						Second						Third						Fourth
(In millions except per share data)		2001			2000			2001			2000			2001			2000			2001			2000
			(A	)		(B	)		(C	)		(D	)		(E	)		(F	)		(G	)		(H	)
Sales		$	4,167		$	4,565		$	4,276		$	4,476		$	3,862		$	4,053		$	4,078		$	4,137
Gross profit			601			755			636			780			601			574			461			602
Earnings(loss) before income taxes			73			341			35			315			(116	)		50			148			—
Net earnings(loss)			55			209			3			200			(80	)		32			90			(3	)
Net earnings(loss) per share (I)
	Diluted		0.44			1.68			0.02			1.59			(0.65	)		0.26			0.72			(0.02	)
	Basic		0.45			1.71			0.02			1.62			(0.65	)		0.26			0.72			(0.02	)
Unusual items after income taxes			4			57			(79	)		33			(155	)		(59	)		2			(64	)
Unusual items per share diluted			0.03			0.46			(0.63	)		0.26			(1.24	)		(0.47	)		0.02			(0.52	)

TRW Inc. 57

NOTES TO FINANCIAL STATEMENTS

(A)	Earnings before income taxes includes a $30 million net gain ($31 million after tax, $0.24 per share) related to asset sales and a $37 million charge ($27 million after tax, $0.21 per share) for restructuring actions.
(B)	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 shares of RFMD stock and the Nelson Stud Welding and Australian steering businesses, a $65 million charge ($49 million after tax, $0.40 per share) related to warranty, claims and litigation, a $15 million charge ($12 million after tax, $0.09 per share) related to the automotive restructuring program and a $12 million charge ($8 million after tax, $0.06 per share) relating to foreign currency hedges.
(C)	Earnings before income taxes includes a $70 million charge ($58 million after tax, $0.46 per share) related to asset impairments and restructuring actions related to the Company’s investment in Endwave and a $23 million charge ($21 million after tax, $0.17 per share), primarily related to restructuring actions.
(D)	Earnings before income taxes includes a $52 million gain ($34 million after tax, $0.27 per share) related to the net gain on Endwave, a $43 million gain ($28 million after tax, $0.22 per share) from the sale of assets, primarily shares of RFMD stock, a $36 million charge ($23 million after tax, $0.18 per share) related to foreign currency hedges, a $23 million gain ($15 million after tax, $0.12 per share) related to the exchange of Celera stock, a $14 million charge ($9 million after tax, $0.08 per share) related to the automotive restructuring program, and a $12 million charge ($0.09 per share), with no income tax benefit, for the write-off of purchased IPR&D related to Endwave.
(E)	Earnings before income taxes includes a $67 million charge ($46 million after tax, $0.37 per share) related to asset impairment and restructuring actions, a $242 million charge ($157 million after tax, $1.26 per share) related to the write-off of the Company’s investment in Astrolink, a $97 million charge ($63 million after tax, $0.50 per share) for pending and threatened litigation and a $174 million gain ($111 after tax, $0.89 per share) related to the sale of assets, primarily shares of RFMD stock.
(F)	Earnings before income taxes includes a $55 million charge ($36 million after tax, $0.28 per share) related to an asset impairment, a $22 million charge ($14 million after tax, $0.12 per share) related to foreign currency hedges, a $14 million charge ($10 million after tax, $0.08 per share) related to the automotive restructuring program and a $1 million gain ($1 million after tax, $0.01 per share) related to the net gain on Endwave.
(G)	Earnings before income taxes includes a $178 million charge ($125 million after tax, $0.99 per share) related to restructuring and other charges, a $35 million charge ($14 million after tax, $0.12 per share) related to asset impairments, a charge of $17 million ($11 million after tax, $0.08 per share) related to the write-down of technology investments, and a $240 million net gain ($152 million after tax, $1.21 per share) related to the sale of assets, primarily shares of RFMD stock.
(H)	Earnings before income taxes includes a $71 million charge ($51 million after tax, $0.41 per share) related to the automotive restructuring programs and asset impairments, a $40 million charge ($23 million after tax, $0.19 per share) related to warranty claims and litigation, a $26 million charge ($17 million after tax, $0.13 per share) related to a write-down of a technology investment, a $22 million gain ($15 million after tax, $0.11 per share) related to the net gain on Endwave, an $18 million gain ($11 million after tax, $0.09 per share) related to foreign currency hedges and a $2 million gain ($1 million after tax, $0.01 per share) related to the sale of assets.
(I)	As a result of the losses in the third quarter of 2001 and the fourth quarter of 2000, under the provisions of SFAS 128, the diluted calculation excludes convertible preferred stock and employee stock options as this would produce an anti-dilutive effect. In addition, under SFAS 128, the sum of net earnings(loss) per share for the four quarters may not equal the total year amount.

58 TRW Inc.

EX-21 30 l92392aex21.htm EX-21 SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

         TRW has no parent or parents. As of December 31, 2001, 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	%
Forjas y Maquinas S.A. de C.V.	Mexico		100.00	%
TRW Automotive Espana, S.L	Spain		100.00	%
TRW Automotive Japan Co. Ltd.	Japan		100.00	%
TRW Automotive Products Inc., which owns, directly or indirectly:	Delaware		100.00	%
Frenos y Mecanismos, S.A. de C.V.	Mexico		100.00	%
Kelsey-Hayes Canada Limited	Canada		100.00	%
Kelsey-Hayes Company	Delaware		100.00	%
Kelsey-Hayes Holdings Inc.	Delaware		100.00	%
Lucas Automotive GmbH	Germany		100.00	%
Lucas Deutschland GmbH	Germany		100.00	%
Lucas Industries Limited	United Kingdom		100.00	%
Lucas Investment Finance Limited	United Kingdom		100.00	%
Lucas Investments Limited	United Kingdom		100.00	%
Lucas Western Inc.	Delaware		100.00	%
LucasVarity Inc.	Delaware		100.00	%
LucasVarity Limited	United Kingdom		100.00	%
LucasVarity s.r.o	Czech Republic		100.00	%
Stylealpha Limited	United Kingdom		100.00	%
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 Restraint Systems GmbH & Co. KG	Germany		100.00	%
TRW Systemes Aeronautiques Holding SAS	France		100.00	%
TRW Systemes Aeronautiques SAS	France		100.00	%
TRW Systemes de Freinage SAS	France		100.00	%
TRW Systems Limited	United Kingdom		100.00	%
TRW UK Holding Limited	United Kingdom		100.00	%
TRW UK Limited	United Kingdom		100.00	%
Varity Automotive Inc.	Delaware		100.00	%
TRW Canada Limited, which owns:	Canada		100.00	%
TRW Automotive Limitada	Brazil		100.00	%

		Percentage of
	Organized under	voting securities
Name	the laws of	owned (1)
TRW France S.A.	France		100.00	%
TRW Italia S.p.A	Italy		100.00	%
TRW Koyo Steering Systems Company	Tennessee		51.00	%
TRW Netherlands B.V	Netherlands		100.00	%
TRW Occupant Restraint Systems (Ventures) Ltd., which owns:	Delaware		100.00	%
TRW Polska Sp z o.o.	Poland		100.00	%
TRW Odyssey Inc., which owns:	Delaware		100.00	%
TRW Sistemas de Direcciones S.A. de C.V.	Mexico		100.00	%
TRW Office Property Development Corp.	Ohio		100.00	%
TRW Receivables Inc.	Delaware		100.00	%
TRW Safety Systems Inc.	Delaware		100.00	%
TRW Vehicle Safety Systems Inc.	Delaware		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 31 l92392aex23.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, 2002, with respect to the consolidated financial statements of TRW Inc. incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2001, in the following Registration Statement Nos.: 333-89133 on Form S-3, 333-48443 on Form S-3, 333-68242 on Form S-8, 333-61198 on Form S-8, 333-61192 on Form S-8, 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

February 26, 2002

EX-10.VV

EX-10(VV) Am. No. 1 to Receivables Purchase Agt

EX-12

EX-12 Comput. of Ratio of Earnings/Fixed Charges

EX-13

EX-13 Portions of TRW Annual Report

EX-21

EX-21 Subsidiaries of the Registrant

EX-23

EX-23 Consent of Ernst & Young LLP

EX-24

Exhibit 24

POWER OF ATTORNEY

Directors and Certain Officers of
TRW Inc.

THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint C. W. Haffke, 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, 2001 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/ P. A. Odeen P. A. Odeen, Chairman of the Board February 20, 2002	/s/ R. H. Swan R. H. Swan, Executive Vice President and Chief Financial Officer February 20, 2002	/s/ T. A. Connell T. A. Connell, Vice President and Controller February 20, 2002
/s/ M. H. Armacost M. H. Armacost, Director February 20, 2002	/s/ A. E. Baratz A. E. Baratz, Director February 20, 2002	/s/ M. Feldstein M. Feldstein, Director February 20, 2002
/s/ K. W. Freeman K. W. Freeman, Director February 20, 2002	/s/ R. M. Gates R. M. Gates, Director February 20, 2002	/s/ G. H. Heilmeier G. H. Heilmeier, Director February 20, 2002
/s/ C. R. Hollick C. R. Hollick, Director February 20, 2002	/s/ K. N. Horn K. N. Horn, Director February 20, 2002	/s/ H. V. Knicely H. V. Knicely, Director February 20, 2002
/s/ D. B. Lewis D. B. Lewis, Director February 20, 2002	/s/ L. M. Martin L. M. Martin, Director February 20, 2002	/s/ G. L. Summe G. L. Summe, Director February 20, 2002

POWER OF ATTORNEY

Certain Officers of
TRW Inc.

THE UNDERSIGNED Officers of TRW Inc. hereby appoint C. W. Haffke, 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, 2001 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/ T. W. Hannemann
T. W. Hannemann
Executive Vice President
February 25, 2002 /s/ J. C. Plant
J. C. Plant
Executive Vice President
February 25, 2002

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