Exhibit 10



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 on [DATE]; provided that you have been
continuously employed in active status, providing services to TRW Inc. (TRW),
from the date of grant through and including the vesting date. On the vesting
date, the risk of forfeiture of the Restricted Stock Units shall lapse.

Notwithstanding the foregoing, the Restricted Stock Units will vest immediately
in the event of the termination of your employment in the following
circumstances:

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|(a) |  | your death; or                                                                                                 
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|(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
July 26, 1989, which, in summary, provide that a change in control is a change
occurring (a) by virtue of TRWs merger, consolidation or reorganization into or
with, or transfer of assets to, another corporation or (b) by virtue of a change
in the majority of the Directors of TRW during any two-year period unless the
election of each new Director was approved by a two-thirds vote of the Directors
in office at the beginning of such period or (c) through the acquisition of
shares representing 20% or more of the voting power of TRW or (d) through any
other change in control reported in any filing with the Securities and Exchange
Commission; provided, however, that no change in control is deemed to have
occurred by the acquisition of shares, or any report of such acquisition, by
TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language
of the resolutions controls over this summary language.

3. Termination of Employment

To the extent the 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 these 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. 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 in the
Midwest Edition of the Wall Street Journal (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 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.

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 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 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 [DATE]. Such election
will be irrevocable. In the event you make the Deferral Election, dividends paid
on TRW Common Stock on or after [DATE] 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





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provisions of Section 4. Such additional Restricted Stock Units will 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:

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|(a) |  | If you have not made the Deferral Election pursuant to Section 5,
settlement shall occur in full upon vesting of the Restricted Stock
Units 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|(d) |  | If you have made the Deferral Election, settlement shall occur 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.