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                                                                   Exhibit 10(d)










                           DEFERRED COMPENSATION PLAN

                     FOR NON-EMPLOYEE DIRECTORS OF TRW INC.

                                  JULY 1, 1997


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                           DEFERRED COMPENSATION PLAN

                     FOR NON-EMPLOYEE DIRECTORS OF TRW INC.
                     --------------------------------------

                                TABLE OF CONTENTS
<TABLE>
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                                                                                                   Page
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<S>              <C>           <C>                                                                       <C>
         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.........................................    3

         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.......................................    7

         Section 12.           Acceleration of Account Distribution
                               Due to Change in Control..............................................    7

         Section 13.           Eligible Directors' Rights Unsecured..................................    9

         Section 14.           Assignability.........................................................    9

         Section 15.           Amendment.............................................................   10
</TABLE>




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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; 


                                       1

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(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").

         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 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.

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         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.

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 

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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
25 percent. The Eligible Director's allocation choices shall be implemented as
soon as practicable, in the sole discretion of the Committee.

         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 25 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.

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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.

         (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.

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         (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

          (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.

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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.

Section 11.       Death of Eligible Director; Distribution of Account Balance.
-----------       ------------------------------------------------------------

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

Section 12.       Acceleration of Account Distribution Due to Change in Control.
-----------       --------------------------------------------------------------

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

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

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

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

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

         (v)    during any period of two consecutive years, individuals who at
                the beginning of any such period constitute the Directors of the
                Corporation cease for any reason to constitute at least a
                majority thereof unless the election, or the nomination for
                election by the Corporation's shareholders, of each Director of
                the Corporation first elected during such period was approved by
                a vote of at least two-thirds of the Directors of the
                Corporation then still in office who were Directors of the
                Corporation at the beginning of any such period.

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         Notwithstanding the foregoing definition, a "change in control" shall
         not be deemed to have occurred solely because (i) the Corporation, (ii)
         an entity in which the Corporation directly or indirectly beneficially
         owns more that 50 percent of the voting securities or (iii) any
         employee stock ownership plan sponsored by the Corporation or any other
         employee benefit plan of the Corporation, or any entity holding shares
         of Voting Stock for or pursuant to the terms of any such plan, either
         files or becomes obligated to file a report or a proxy statement under
         or in response to Schedule 13D, Schedule 14D-1, Item 1 of Form 8-K or
         Item 6(e) of Schedule 14A (or any successor schedule, form or report or
         item therein) under the Exchange Act, disclosing beneficial ownership
         by it of shares of Voting Stock, whether in excess of 20 percent or
         otherwise, or because the Corporation reports that a change in control
         of the Corporation has or may have occurred or will or may occur in the
         future by reason of such beneficial ownership...

Section 13.       Eligible Directors' Rights Unsecured.
-----------       -------------------------------------

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

Section 14.       Assignability.
-----------       --------------

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

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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.


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