exv10w6



 







EXHIBIT 10.6




SECOND AMENDMENT TO THE




TRW AUTOMOTIVE DEFERRED COMPENSATION PLAN




          TRW Automotive U.S. LLC (the “Company”) hereby adopts this Second Amendment to the TRW
Automotive Deferred Compensation Plan (Effective as of February 28, 2003) (the “Plan”), effective
as of the dates set forth herein.




RECITALS



A. The Company adopted and maintains the Plan for the benefit of certain of its eligible employees
and retirees.



B. The Company desires to amend the Plan to offer a one-time early distribution option in
accordance with the transition rules provided under the American Jobs Creation Act of 2004,
effective as of June 1, 2006.



C. The Company desires to further amend the Plan to cease all future deferrals thereto after
December 31, 2006.



NOW, THEREFORE, the Plan is hereby amended as follows:





	 	1.	 	The introductory language at the beginning of the Plan is hereby amended to include
the following new paragraph at the end thereof:
	 
	 	 	 	Notwithstanding anything to the contrary herein, no further deferrals will be
permitted to the Plan after December 31, 2006. Existing account balances will
remain in the Plan until distributed in accordance with the provisions hereof.
	 
	 	2.	 	Section 3.2 is amended to include the following new sentence to the end thereof:
	 
	 	 	 	Notwithstanding anything to the contrary herein, no deferral elections will be
permitted under the Plan after December 31, 2006.
	 
	 	3.	 	Section 4.1 is amended to include the following new sentence to the end thereof:
	 
	 	 	 	Notwithstanding anything to the contrary herein, no deferrals will be permitted
under the Plan after December 31, 2006.
	 
	 	4.	 	Section 5.1(b) is hereby amended in its entirety, effective June 1, 2006, to read as
follows:





 









 






(b) For amounts earned or vested prior to January 1, 2005, if a Participant’s
Termination of Employment occurs as a result of retirement, the Participant shall
receive the Plan Benefit payable in respect of his pre-2005 Retirement Payment
Sub-Account in ten annual installments, unless the Participant elected otherwise
at the time of his original Deferral Election. Such installments shall be paid in
accordance with the procedures set forth in Section 5.1(f) below beginning in the
January following the year in which Termination of Employment occurred. That
notwithstanding, to the extent permitted by the American Jobs Creation Act of 2004
(the “Act”), the Participant can petition the Special Committee (or the Committee
in the case of an Executive Officer) at any time at least twelve months prior to
retirement to change such payment into a lesser number of installments (from two
to nine years) or in a single sum; provided that any such payment change shall not
be effective until the fifth calendar year following the date payment otherwise
would have been made. For purposes hereof and the Act, installments shall be
considered a single payment.




Notwithstanding the foregoing, 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 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 this Section
5.1(b).




For amounts earned or vested on and after January 1, 2005, if a Participant’s
Termination of Employment occurs as a result of retirement, the Participant shall
receive the Plan Benefit payable in respect of his post-2004 Retirement Payment
Sub-Account in accordance with subsection (i) below.




	 	5.	 	Effective January 1, 2006, Section 5 is amended by adding the following new
subsection (k) to the end thereof:






(k) Notwithstanding anything to the contrary herein, to the extent permitted by
the Act and Code Section 409A and the regulations promulgated thereunder,
Participants shall be offered a one-time, irrevocable election to receive all or a
percentage of their May 31, 2006, vested account balance under the Plan (plus
earning and



 









 






losses thereon) in July 2007, rather than at such other date as is
required by this Section 5 (e.g. retirement, termination of employment, five or
ten years). If elected, such distribution shall be made in one-lump sum payment.
The election period shall commence on or about June 10, 2006, and end on June 30,
2006. If the Participant fails to make an election under this subsection (k) by
June 30, 2006, payment shall be made on the date(s) and in the payment form(s)
previously elected, subject to the Act and the Plan.




	 	6.	 	Except as set forth in this Second Amendment, the Plan is ratified and confirmed in
all respects.




EXECUTED
this 31st day of July, 2006.




	 	 	 	 	 
	 	TRW Automotive U.S. LLC

 	 
	 	By:  	     /s/
Steven M. Kiwicz