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Exhibit 10(f)

TRW SUPPLEMENTARY
RETIREMENT INCOME PLAN

Amended and Restated

Effective October 23, 2002

1.    Purpose.The purpose of the TRW Supplementary Retirement Income Plan (SRIP),
as amended and restated effective October 23, 2002, is to provide supplemental
retirement and death benefits to those:



| |  |  | (i) employees, including officers, of TRW Inc. and its subsidiaries
(TRW) whose benefits under the qualified defined benefit pension plans
maintained by such entities (d.b. plans) shall have been limited by
virtue of §415 of the Internal Revenue Code of 1986 (Code);                                                                    
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| |  |  | (ii) management and highly-compensated employees of TRW whose benefits
under the d.b. plans are limited by Code §401(a)(17);                                                                                                                                                                                                                        
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| |  |  | (iii) management and highly-compensated employees of TRW whose
compensation otherwise included as pensionable earnings received by such
individual within the meaning of the d.b. plan could not be so included
because such compensation was deferred in accordance with the provisions
of the TRW Inc. Deferred Compensation Plan (DC Plan); and
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| |  |  | (iv) management and highly-compensated employees of TRW whose
compensation otherwise included as Earnings under the d.b. plan and
service otherwise included as Benefit Service under the d.b. plan would
not be so included because of a determination by TRW that such inclusion
could violate the regulations under Code §401(a)(4).           

The SRIP is unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act (ERISA) and is designed to provide
benefits which mirror the provisions of the applicable d.b. plan but cannot be
paid from the d.b. plan because of certain Code limitations.

2.    Eligibility.Employees of TRW covered by a d.b. plan and not otherwise
covered by the BDM International, Inc. Defined Contribution Supplemental
Executive Retirement Plan (the BDM DC SERP) whose base pay and bonus paid in
any year (or deferred pursuant to the DC Plan) exceed the limitations of Code
§401(a)(17) shall automatically be covered under the SRIP. All d.b. plan
participants not otherwise covered by the BDM DC SERP who are eligible to
receive benefits from a d.b. plan shall automatically receive a benefit from
the SRIP if their benefit cannot be fully provided under the d.b. plan because
of the limits under Code §415.





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3.     Benefits.The amount of the benefit payable under the SRIP shall be equal to
the amount which would be payable to or in respect of a participant under the
d.b. plan if the limitations identified in §1 above were inapplicable, less the
amount of the benefit payable under the d.b. plan, taking into account such
limitations. The amount of benefit payable under the SRIP to a participant
shall also be reduced to the extent that any other nonqualified plan
established by TRW pays benefits to the participant that are attributable to
limits imposed upon d.b. plans other than those identified in §1 above. The
benefit payable under the SRIP for those participants who were participants in
The BDM Corporation Supplemental Executive Retirement Plan which was merged
into the SRIP (the BDM SERP) on the close of business on December 31, 1998
(the Merger Effective Date) will not be less than the benefit which had
accrued under the BDM SERP as of the Merger Effective Date for such
participants. Schedule A attached hereto sets forth the relevant provisions of
the BDM SERP necessary to calculate such accrued benefits. The benefit payable
under the SRIP for the sole participant who was a Covered Executive in the
Astro Aerospace Corporation Supplemental Executive Retirement Plan (the Astro
SERP) on the close of business on November 30, 1999 will not be less than the
benefit which had accrued under the Astro SERP as of November 30, 1999 for such
participant, as determined in accordance with the terms of the Astro SERP as in
effect on November 30, 1999 (a copy of which is attached hereto as Schedule B)
and the benefit payable to such participants spouse under the SRIP shall not
be less than the benefit which would have been payable to such spouse under the
terms of the Astro SERP had the participant died on November 30, 1999.

4.     Payment of Benefits.

a.     Except as provided below, no benefit is payable from the SRIP, even if
the participant has terminated his/her employment, unless a participant has
five years of vesting service as defined under the d.b. plan and has attained
age fifty-five, provided, however, a benefit will be payable from the SRIP
prior to a participants attainment of age fifty-five if the participant
terminates his or her employment in connection with (i) a special voluntary
early retirement program offered under the d.b. plan, the terms of which
provide for eligibility prior to age fifty-five, or (ii) a special early
commencement option under the d.b. plan, the terms of which provide for
commencement of the d.b. plan benefit before age fifty-five.

b.     If a participant who has five or more years of vesting service dies
before his/her benefit commencement date under the d.b. plan, the SRIP benefit
shall be paid in the same form and shall commence at the same time as a
pre-retirement survivor benefit under the d.b. plan.

c.     Except as provided in paragraph g. or as provided below, any
participant in the d.b. plan and the SRIP who is entitled to a vested or
deferred vested pension under such d.b. plan shall have his SRIP benefit (i)
commence at the same time as his benefit commencement date under the d.b. plan
and (ii) paid in the same form and with the same designated joint annuitant, if
any, as his form of payment under the d.b. plan unless otherwise provided under
the terms of any Qualified Domestic Relations Order applicable to said
participant or unless otherwise determined by the Directors or the Committee in
their or its sole discretion. Any such participant who is eligible for the

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special early commencement option under the d.b. plan may petition the
Directors or the Committee at any time at least two months prior to his
severance from service date under the d.b. plan to change such form of payment
into a single sum or annual installments from two to ten years, or any other
payment form approved by the Directors or the Committee in their or its
discretion. If annual installment payments are elected, interest, if any, on
such installments shall be determined by the Actuary, subject to approval by
TRW.

d.     Except as provided above or in paragraph g., payment of benefits under
the SRIP shall be made commencing with the January following the date the
participant becomes eligible, having terminated his employment with TRW, for
benefits under the d.b. plan; provided, however, that if the participants
termination of employment is the result of a divestiture of the TRW unit or
operation where the participant worked prior to termination of employment and
the participant obtains employment with the entity that acquired such unit or
operations, then the SRIP benefit shall not be payable until such participant
is eligible for and receives (or commences to receive) his d.b. plan benefit
(even if the SRIP benefit is less than $5,000).

e.     Except as provided above and in paragraph g., the automatic form of
benefit payable under the Plan shall be, for an unmarried participant, a single
life annuity, and, for a married participant, a 50% joint and survivor annuity,
with the participants eligible spouse being the survivor annuitant.
Notwithstanding the above, the participant may (prior to consummation of the
merger contemplated by the Agreement and Plan of Merger dated as of June 30,
2002 by and among TRW, Northrop Grumman Corporation and Richmond Acquisition
Corp., as such agreement may be amended from time to time (the Merger))
petition the Directors or the Committee or elect (following consummation of the
Merger, by notice to the administrator for the SRIP) at any time at least two
months prior to the severance from service date under the d.b.plan (the
Severance from Service Date) to change such form of payment into a single sum
or annual installments from two to ten years, or any other payment form
approved by the Directors or the Committee in their or its discretion. If
annual installment payments are elected, interest, if any, on such installments
shall be determined by the Actuary, subject to approval by TRW.

f.     Upon approval by the Directors/Committee (with respect to petitions
made prior to the consummation of the Merger) or if not rejected at least 14
days prior to the Severance from Service Date (with respect to elections made
after consummation of the Merger), any election of a form of payment or benefit
commencement date other than the automatic form and commencement date shall be
irrevocable.

g. If the present value of a participants interest in the SRIP,
determined as of the later of the participants age 55 or severance from
service date under the d.b. plan, is less than an amount which, if converted to
a single sum equals $5,000, the benefit shall be paid out in a single sum,
either at the same time as his benefit commencement date under the d.b. plan or
at another date as determined by the Directors of the Committee in their or its
sole discretion.

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h.     Payments to be made pursuant to the SRIP shall be made by TRW, with any
appropriate reimbursement being made by subsidiaries of TRW. The SRIP shall be
unfunded, and TRW shall not be required to establish any special or separate
fund nor to make any other segregation of assets in order to assure the payment
of any amounts under the SRIP. Participants of the SRIP shall have the status
of general unsecured creditors of TRW and the SRIP constitutes a mere promise
by TRW to make benefit payments in the future.

5.     Non-Alienation of Benefits.Neither a participant nor any other person
shall have any right to sell, assign, transfer, pledge, mortgage or otherwise
encumber, in advance of actual receipt, any SRIP benefit. Any such attempted
assignment or transfer shall be ineffective; TRWs sole obligation under the
SRIP shall be to pay benefits to the participant, his beneficiary or his
estate, as appropriate. No part of any SRIP benefit shall, prior to actual
payment, be subject to the payment of any debts, judgments, alimony or separate
maintenance owed by a participant or any other person; nor shall any SRIP
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 or permitted by
law.

6.     Directors/Committee.For purposes of the SRIP, the term Directors shall
mean the Compensation Committee of the Directors of TRW Inc. with respect to
the approval of benefits of any participant who is, or ever was, either a
Director of TRW, a member of the Chief Executive Office, or a member of the
Management Committee. With respect to the approval of benefits of other
participants, the term Committee shall refer to an Administrative Committee
consisting of those three employees of TRW Inc. who occupy the most senior
positions in the Company Staff Finance, Human Resources, and Law Departments.
The Committee or its delegate shall interpret the provisions of the SRIP and
determine the rights and status of participants and beneficiaries hereunder and
handle the general administration of the SRIP. Such interpretations and
determinations shall be final and conclusive as to all interested persons.

7.     Claims Procedure.If a claim for a SRIP benefit is denied, in whole or in
part, a written notice of denial provided to the participant shall state the
reasons for denial, a description of any additional material or information
required; and an explanation of the claim review procedure. Any person whose
claim, upon his written request for review, is again denied may make a second
request for review. A decision on such second request shall normally be made
within sixty days.

8.     Amendment and Termination.Nothing herein shall be construed to constitute
a contract between TRW and the participants to continue the SRIP. The
Directors may terminate the SRIP at any time and may from time to time amend
any or all of its provisions; provided, however, that, effective upon
consummation of the Merger (as defined in Section 4.e.), the SRIP may not,
except as required by law or regulation, be amended in any way that would
negatively affect SRIP participants with respect to benefits, vested or
unvested, accrued at the time of any such amendment. The foregoing proviso
shall not prohibit Northrop Grumman Corporation, following

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consummation of the
Merger, from otherwise freezing or otherwise amending the SRIP with respect to
administrative provisions and future accruals.

9.     Miscellaneous.

a.     As used herein, the masculine gender shall include the feminine gender.
To the extent that any term is not defined under the SRIP, it shall have the
same meaning as defined in the d.b. plan.

b.     Employment rights with TRW shall not be enlarged or affected by the
existence of the SRIP.

c.     In case any provision of the SRIP shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining
provisions.

d.     The SRIP shall be governed by the laws of the State of Ohio to the
extent not preempted by ERISA.

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