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Exhibit 10(e)

TRW INC.

EMPLOYMENT CONTINUATION AGREEMENT

DEFERRED COMPENSATION PLAN

THIS PLAN, established by TRW Inc. (TRW) effective as of June 21, 2002,
is for the benefit of certain executives of the Corporation that are party to
an Employment Continuation Agreement or a Change of Control Agreement with the
Corporation. 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.

1.2 Agreement.An employment continuation agreement or change of control
agreement between an Eligible Executive and TRW.

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

1.4 BEP/DCP Payment.The payment that would become payable to an Executive
under an Agreement following Termination with respect to the amounts credited
to the Participants account in the TRW Inc. Benefits Equalization Plan and/or
the TRW Inc. Deferred Compensation Plan.

1.5 Change in Control.A Change in Control of TRW, as defined in a
Participants Agreement.

1.6 BEP/DCP Sub-Account.A Sub-Account of a Participants Account established
pursuant to Section 4.3, to which there shall be credited, if elected by the
Participant and if a Termination of such Participant occurs, the BEP/DCP
Payment and all Investment Fund Returns accrued thereon or charged thereto, as
to which the Plan Benefit is intended to be payable in accordance with the
Participants elections with respect thereto.

1.7 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.



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1.8 Committee.The Compensation Committee of the Directors.

1.9 Corporation.TRW or an Affiliate of TRW.

1.10 Date of Deposit.The Determination Date immediately preceding the date
that, but for the Deferral Election, the BEP/DCP Payment, the Severance Payment
and the SRIP Payment would be paid under an Agreement.

1.11 Deferral Election.An election pursuant to Article III by an Eligible
Executive to defer receipt of all or part of his or her ECA Compensation.

1.12 ECA Compensation.Amounts payable under an Agreement to an Eligible
Executive following termination of employment under certain circumstances after
a Change in Control of TRW.

1.13 Determination Date.Daily.

1.14 Directors.The Directors of TRW.

1.15 Effective Date.June 21, 2002, the effective date of the establishment of
the Plan.

1.16 Eligible Executive.The employees of the Corporation listed on Exhibit A
hereto.

1.17 Executive Officer.Any Eligible Executive who is an executive officer
of TRW for the purposes of Rule 3b-7 under the Securities Exchange Act of 1934.

1.18 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 1.18.

1.19 Investment Fund Returns.The gains or losses in one or more of the
investment funds offered to participants under the Plan, as listed on Exhibit B
hereto, any of which shall be available to any Participant for purposes of
having such investment fund results credited to his Account under this Plan.

1.20 Participant.An Eligible Executive 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

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an effective Deferral Election so long as he retains, under the Plan, an interest in an Account under the Plan.

1.21 Participation Agreement.An agreement between TRW and a Participant or an
election form delivered by a Participant to TRW that sets forth the
Participants Deferral Election.

1.22 Plan.This Employment Continuation Agreement Deferred Compensation Plan,
as it may be amended from time to time.

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

1.24 Service Provider. Putnam Fiduciary Trust Company, or such other entity
selected by the Committee to perform certain recordkeeping, administrative,
communication and/or other functions related to the Plan.

1.25 Severance Payment. The payment that would become payable to an Executive
under an Agreement, within five business days of Termination, with respect to
the severance payment related to base pay, incentive pay, the cash value of
employee benefits, amounts with respect to matching contributions under the TRW
Employee Stock Ownership and Savings Plan and, where applicable, pro rata
incentive pay and pro rata strategic incentive plan payouts.

1.26 Severance Sub-Account.A Sub-Account of a Participants Account
established pursuant to Section 4.3, to which there shall be credited, if
elected by the Participant and if a payment becomes due under the Participants
Agreement, the Severance Payment and all Investment Fund Returns accrued
thereon or charged thereto, as to which the Plan Benefit is intended to be
payable in accordance with the Participants elections with respect thereto.

1.27 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 and
which is authorized to take such other actions as are specified by the Plan.

1.28 SRIP Payment.The payment that would become payable to an Executive under
an Agreement, within five business days of Termination, with respect to the TRW
Supplementary Retirement Income Plan.

1.29 SRIP Sub-Account.A Sub-Account of a Participants Account established
pursuant to Section 4.3, to which there shall be credited, if elected by the
Participant and if a payment becomes due under the Participants Agreement,
SRIP compensation pursuant to an Agreement and all Investment Fund Returns
accrued thereon or
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charged thereto, as to which the Plan Benefit is intended to be payable in accordance with the Participants elections with respect thereto.

1.30 Sub-Account.A BEP/DCP Sub-Account, a SRIP Sub-Account or a Severance
Sub-Account.

1.31 Termination.Termination of employment of a Participant with the right to
severance compensation under the Participants Agreement.

1.32 Trust Agreement.The Trust Agreement related to the Agreements and the
Plan between TRW and the Trustee, as amended from time to time.

1.33 Trust.The trust established under the Trust Agreement.

1.34 Trustee.Putnam Fiduciary Trust Company or any successor trustee
appointed pursuant to the terms of the Trust Agreement.

1.35 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 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
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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
written requests of Participants concerning early payout of some or all of the
Participants Account balances as a result of Financial Hardship. 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 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 Section 2.4 by an Executive Officer, the Committee), the requests must (i)
be in writing and delivered to the Executive Vice President  Human Resources,
(ii) set forth whether the Participant is requesting an early payout because of
a Financial Hardship, (iii) set forth the reasons for such request, including
in detail the Financial Hardship, (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. 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.



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| | (a) Subject to the limitations set forth in this Article III, any
person who is an Eligible Executive 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. A Participation Agreement may only be delivered to the
Company at such time that the Company determines that such an election
would not affect the deferral of compensation in taxable income under
applicable law.



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



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| | (i) whether the Eligible Executive elects to defer the BEP/DCP
Payment, the SRIP Payment and/or the Severance Payment which the
Eligible Executive may become entitled to under the Executives
Agreement;

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| | (ii) subject to the limitations of Section 5.1, the form of
Plan Benefit (i.e., whether such benefits are intended to be paid
beginning (A) 30 days following the end of the month of
Termination, (B) 30 days following the first anniversary of the end
of the month of Termination, or (C) 30 days following the second
anniversary of the end of the month of Termination; and whether
such benefits are intended to be paid in a lump sum or in two to
ten annual installments); and



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| | (iii) the Investment Fund Returns to be credited to each of
the Participants Sub-Accounts (which may alternatively be
specified separately from the Participation Agreement).

3.2 Deferral Elections.Subject to the restrictions concerning deferral of ECA
Compensation set forth in Section 3.1(a), any Eligible Executive may elect to
defer all, but not less than all, of his or her BEP/DCP Payment, SRIP Payment
and/or Severance Payment.

3.3 Modification of Deferral Election.A Deferral Election specified in a
Participation Agreement shall be irrevocable in accordance with the terms of
the Participation Agreement, 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 BEP/DCP Payment, the SRIP Payment
and/or the Severance Payment to revoke such an election upon a finding, based
upon uniform standards established by the Committee, that the Participant has
suffered a Financial Hardship.

ARTICLE IV

DEFERRED COMPENSATION

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

4.2 Withholding of Taxes.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 ECA Compensation, if any. If necessary in
order to comply with any federal, state or local law, the amount of ECA
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.

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4.3 Accounts.For recordkeeping purposes only, a separate Account shall be
established and maintained by the Service Provider for each Participant to
which his Deferred Compensation and Investment Fund Returns 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 BEP/DCP Sub-Account to which there shall be credited if elected by an
applicable Deferral Election, as of the fifth business day following the date
of Termination, the BEP/DCP Payment deferred (and all subsequent Investment
Fund Returns thereon) pursuant to a Deferral Election; (ii) a SRIP Sub-Account,
which there shall be credited, as of the fifth business day following the date
of Termination, the SRIP Payment (and all subsequent Investment Fund Returns
thereon), and (iii) a Severance Sub-Account to which there shall be credited,
as of the fifth business day following the date of Termination, the Severance
Payment (and all subsequent Investment Fund Returns thereon).

4.4 Investment Fund Return Changes. A Participant may, on a daily basis,
revise the Investment Fund Returns to be credited to any of such Participants
Sub-Accounts on a daily basis by communicating such changes to the Service
Provider, in the manner communicated from time to time by TRW or the Service
Provider to the Participant. Such elections must be made in increments of 1%.
Such changes shall take effect in accordance with the timeframes established by
the Service Provider.

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 BEP/DCP
Sub-Account, SRIP Sub-Account and Severance Sub-Account. 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 since the last preceding Determination Date based
upon the Investment Fund Returns selected by the Participant under this Plan;
provided, however, that interest and dividend performance under PIMCO Total
Return 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.

4.6 Statement of Accounts.TRW shall submit or cause the Service Provider to
submit to each Participant that has an account balance, 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,
Investment Fund Returns credited or charged 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 Payment of Plan Benefits.



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| | (a) If the Participant has chosen in his Deferral Election to
receive payout of a Sub-Account in a lump-sum, payments shall be made in
a single sum form from such Sub-Account of the Participant at the time
elected. Such Sub-Account shall continue to be credited or charged with
Investment Fund Returns following such Participants Termination through
the date preceding payment in full of the Sub-Account.



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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) If the payments from a Participants Sub-Account are to be paid
in installment form, such installments shall be paid in the number of
annual installments selected by the Participant in his or her
Participation Agreement, beginning at the time indicated by the
Participation Agreement. If annual installments are paid, the balance of
the Account shall continue to be credited or charged with Investment Fund
Returns as previously elected by the Participant in accordance with
Section 3.1(b) or as most recently revised pursuant to Section 4.4.



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| | (c) In the event of a Participants death, notwithstanding any
Deferral Election, the balance of the Participants Account will be paid
to his or her Beneficiary or, if no designated Beneficiary shall survive
him or her, his estate shall receive the Plan Benefit equal to the
balance of his or her Account as of the Determination Date immediately
preceding the date of payout, which shall be made as a single sum within
30 days of the Participants death.

5.2 Withholding; Payroll Taxes.TRW shall cause to be withheld 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.

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
designated officer or employee of the Company or, following a Change in
Control, with the Service Provider.

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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 (or, following
a Change of Control, to the Service Provider) on a form prescribed by the
Company. 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 prior to the Trust becoming
irrevocable. Once the Trust has become irrevocable, the Plan cannot be
terminated until the Trust has been terminated in accordance with its terms.

7.2 Amendment.The Committee can amend any part of this Plan (including,
without limitation, changing the Investment Fund Returns to be paid to current
and future Participants) in its sole discretion without notice to Participants;
provided, however, that after a Change in Control, the Plan (as in existence at
the time of the Change in Control) may not be amended in any manner adverse to
Participants (including, without limitation, any change that would (a) affect
the form or timing of payouts, (b) materially reduce the number and types
(e.g., value, blend, growth, income and capital preservation funds) of deemed
investment alternatives under the Plan or (c) materially change the frequency
in which Participants can change their deemed investments or other procedural
rules relating to deemed investments under the Plan).

ARTICLE VIII

MISCELLANEOUS

8.1 Unfunded Plan.The Plan is an unfunded plan for tax purposes maintained by
TRW primarily to provide Deferred Compensation benefits for a select group of
executive, managerial or professional employees of the Corporation.

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8.2 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. No property or assets of TRW shall
be held in any way as collateral security for the fulfillment of the
obligations of TRW under the Plan. Any and all of TRWs assets, including
assets held in the Trust, 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.

8.3 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.

8.4 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.

8.5 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.

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

8.7 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.

8.8 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.

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8.9 Successors.The provisions of the Plan shall bind and obligate TRW and any
successors. The term successors as used in this Section 8.9 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.

8.10 Expenses and Costs.The Trust shall bear all expenses and costs in
connection with the operation of the Plan.

8.11 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 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.

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