exv10w2



 







EXHIBIT 10.2




FIRST AMENDMENT TO THE




TRW AUTOMOTIVE INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

(EFFECTIVE DATE: FEBRUARY 28, 2003)




          TRW Automotive Inc. (the “Company”) hereby adopts this First Amendment to the TRW Automotive
Inc. Executive Supplemental Retirement Plan (Effective Date: February 28, 2003) (the “Plan”)
established for John C. Plant.




RECITALS



A. The Company adopted and maintains the Plan for the benefit of John C. Plant, its Chief Executive
Officer.



B. The Company desires to modify the definition of Earnings considered in the determination of
benefits under the Plan in accordance with an agreement between Mr. Plant, the Company and TRW
Limited dated as of the date hereof.



NOW, THEREFORE, the Plan is hereby amended, effective immediately upon execution of this First
Amendment by the Company and Mr. Plant, as follows:





	 	1.	 	The first sentence of Section 2.01(i) is amended in its entirety to read as follows:
	 
	 	 	 	Earnings means the sum of (a) the Base Salary received in the twelve (12) month
period preceding the Participant’s termination of employment, but not less than $1,350,000,
and (b) the average of the Annual Bonuses earned with respect to the four (4) completed
fiscal years among the eight (8) completed fiscal years immediately preceding the
Participant’s termination of employment that produces the highest such average, but not
less than $650,000.
	 
	 	2.	 	Exhibit A to the Plan is amended in its entirety, as set forth in Exhibit A attached
hereto.
	 
	 	3.	 	No Other Amendments; Effectiveness. Except as set forth in this First
Amendment, the Plan is ratified and confirmed in all respects. This First Amendment shall
be effective as of the date hereof.
	 
	 	4.	 	Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts of laws
principles thereof.




EXECUTED
this 28th day of July, 2006.




	 	 	 	 	 	 	 
	 	 	TRW Automotive Inc.  
	 
	 	 	 	 	 	 
	 

	 	By:	 	     /s/ David L. Bialosky	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David L. Bialosky

Executive Vice President

General Counsel and Secretary	 	 




EXECUTED
this 28th day of July, 2006.




	 	 	 	 	 
	 

	 	     John C. Plant
	 	 
	 
	 	     /s/ John C. Plant	 	 
	 

	 	 

	 	 






 









 





Exhibit A



The following example is hypothetical
and intended to illustrate Plan arithmetic. Actual benefits and lump sums
under the Plan  will depend on the timing and circumstances of Mr. Plant’s retirement,
and on his compensation
history at that date. The illustration is based on  the assumption that Mr. Plant’s
Base Salary will increase at a rate
 approximating 4% per year, and that the Annual Bonus earned in a given year will vary by 150%,
200% or 250% of Base Salary as indicated below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a	 	Normal Retirement age under Plan Provisions	 	 	 	 	 	 	57 1/2	 
	b	 	Actual age of retirement	 	 	 	 	 	 	61	 
	 	 	Calculate accrued annual gross Plan benefit at age 61	 	 	 	 	 	 	 	 
	 	 	Base Salary in prior year	 	$	2,094,000	 	 	 	 	 
	 	 	Annual Bonus in prior year
	 	 	200	%	 	$	4,188,000	 	 	 	 	 
	 	 	Annual Bonus in second prior year
	 	 	150	%	 	$	3,019,500	 	 	 	 	 
	 	 	Annual Bonus in third prior year
	 	 	200	%	 	$	3,872,000	 	 	 	 	 
	 	 	Annual Bonus in fourth prior year
	 	 	250	%	 	$	4,655,000	 	 	 	 	 
	 	 	Annual Bonus in fifth prior year
	 	 	200	%	 	$	3,580,000	 	 	 	 	 
	 	 	Annual Bonus in sixth prior year
	 	 	150	%	 	$	2,581,500	 	 	 	 	 
	 	 	Annual Bonus in seventh prior year
	 	 	250	%	 	$	4,137,500	 	 	 	 	 
	 	 	Annual Bonus in eighth prior year
	 	 	200	%	 	$	3,182,000	 	 	 	 	 
	 	 	Earnings to apply in gross benefit formula	 	 	 	 	 	$	6,307,125	 
	 	 	Years of Pensionable Employment at age 61	 	 	 	 	 	 	37	 
	c	 	Annual gross Plan benefit, payable for life commencing at 61**	 	 	 	 	 	$	3,467,600	 
	 	 	Calculate accrued annual UK Scheme accrued benefit at age 61	 	 	 	 	 	 	 	 
	 	 	Base pay in prior year	 	$	2,094,000	 	 	 	 	 
	 	 	10% of base pay in prior year	 	$	209,400	 	 	 	 	 
	 	 	10% of base pay in second prior year	 	$	201,300	 	 	 	 	 
	 	 	10% of base pay in third prior year	 	$	193,600	 	 	 	 	 
	 	 	10% of base pay in fourth prior year	 	$	186,200	 	 	 	 	 
	 	 	10% of base pay in fifth prior year	 	$	179,000	 	 	 	 	 
	 	 	Average pay to apply in UK Scheme benefit formula	 	 	 	 	 	$	2,287,900	 
	d	 	Annual UK Scheme accrued benefit*	 	 	 	 	 	$	1,525,300	 
	e	 	Life annuity equivalent to UK Scheme accrued benefit	 	 	 	 	 	$	1,605,600	 
	f	 	Annual net Plan benefit, payable for
life commencing at 61 = c - e**	 	 	 	 	 	$	1,862,000	 
	g	 	Present value at age 61, of $1 per year payable for life commencing at
age 61, based on assumptions specified in Plan document***	 	 	 	 	 	 	11.8451	 
	h	 	Lump sum value at age 61, = f x g**	 	 	 	 	 	$	22,055,576	 








 




			
	*	 	Payable as a joint and survivor annuity. For purposes of this Exhibit A only, future UK cost
of living assumptions have been factored at a zero percent rate. The actual amount of
the offset calculated under Section 2.01 (a) (5) would be increased assuming an
inflationary environment.
	 
	**	 	A portion of this benefit will be payable from the US Qualified Plan
	 
	***	 	According to the Plan, lump sum values are determined in accordance with assumptions used
by the US Qualified Plan for lump determinations which, in turn, are based on
statutory minimum assumptions that vary with interest rates from year to year.