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Exhibit 10(e)

TRW BENEFITS EQUALIZATION PLAN

Amended and Restated

Effective October 23, 2002

1.     Purpose.The purpose of the TRW Benefits Equalization Plan (BEP), as
amended and restated effective October 23, 2002, is to provide supplemental
retirement and death benefits to those management and highly-compensated
employees of TRW Inc. and its subsidiaries (TRW) whose benefits under the TRW
Employee Stock Ownership and Savings Plan (the Stock Savings Plan) are
limited by reason of:

a.     the limitations on compensation under §401(a)(17) of the Internal
Revenue Code of 1986 (Code);

b.     the dollar limitations on elective deferrals under Code §402(g)(1);

c.     the limitations on the amount that TRW can contribute as TRW Matching
Contributions as defined under the Stock Savings Plan without exceeding the
amount provided by Code §415(c)(1)(A); and

d.     the exclusion of compensation otherwise included as Compensation
under the Stock Savings Plan due to the fact that (i) such compensation was
deferred under the provisions of the TRW Inc. Deferred Compensation Plan (DC
Plan) rather than received or (ii) a determination was made by TRW that such
inclusion could violate the regulations under Code §401(a)(4).

The BEP 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 Stock Savings Plan but cannot be
paid from the Stock Savings Plan because of certain Code limitations.

2. Eligibility.An employee who is employed at Operational Incentive Plan
(OIP) Level III or above during a calendar year or whose base pay and other
compensation paid or deferred in a calendar year exceeds the compensation
limitations of Code §401(a)(17) for such year will be eligible to participate
in the BEP for the immediately following calendar year provided he or she is
otherwise eligible, and has elected, to participate in the Stock Savings Plan
and has timely elected to participate in the BEP. An employee who has timely
elected to participate in the BEP will continue to be eligible to participate
in subsequent years even if the employee ceases to be employed at OIP Level III
or higher or ceases to have compensation in excess of the compensation limit of
Code §401(a)(17), subject to a determination by the Committee or its delegate
that the employees participation must cease in order to preserve the BEPs
status as a plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
An employee who fails to timely elect to participate in the BEP upon becoming
eligible will cease to be eligible to participate in the BEP if his or her base
pay and bonus paid (or deferred) falls below the compensation limit of Code
§401(a)(17) or if he or she ceases to be employed at OIP Level III or above.





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3. Accounts.

a.     An account (Account) shall be established in the name of each
eligible employee who has timely elected to participate (a Participant) into
which shall be credited the following amounts:



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| | i. that percentage of the Participants current compensation which
the Participant elected to contribute to the Stock Savings Plan as
Before-Tax Contributions and that percentage of the Participants
current compensation which the Company would have contributed to the Stock
Savings Plan as TRW Matching Contributions (both terms as defined under
the Stock Savings Plan) to the extent that such amounts cannot be
contributed to the Stock Savings Plan due to any of the reasons identified
in Section 1; provided: (A) for a Participant who is eligible to make an
additional Before-Tax Contribution to the Stock Savings Plan pursuant to
Code §414(v), in determining the amount that may be contributed to the
Stock Savings Plan (for purposes of applying this Section 3.a.i), the
dollar limitation on elective deferrals under Code §402(g)(1) shall be
increased by the applicable dollar amount for the year as defined under
Code §414(v)(2)(B); (B) the percentage of the Participants compensation
credited to the Account, when combined with the percentage elected under
the Stock Savings Plan, may not at any time be greater than that amount of
Before-Tax Contributions which the Participant would be permitted to
contribute, as a highly-compensated Participant, to the Stock Savings Plan
without regard to the above-referenced limitations; and (C) the TRW
Matching Contributions credited to the Account shall be reduced by any
amounts actually contributed for the Participant by the Company to the
Stock Savings Plan as TRW Matching Contributions; plus



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| | ii. investment performance on a daily basis on the amounts credited
under Section 3.a.i. above in accordance with the Participants election
as provided in Section 4 below; provided, however that interest and
dividend performance under PIMCO Total Return Fund and PRIMCO Stable Value
fund will be accrued daily and credited monthly.

b.     The Participants annual election to participate in the BEP by having
his Account credited as provided in Section 3.a. shall be filed with Putnam
Fiduciary Trust Company (Putnam) in a prescribed manner and shall be filed at
such time as the Committee may specify, but in all cases prior to the time such
compensation is to be earned by the Participant. No changes in the percentage
of compensation credited to the Account shall be made during the calendar year
following the election, unless the Participant elects zero percent.

c.     Participants shall have, at all times, a nonforfeitable interest in the
amounts credited to their Accounts, subject to the provisions of Section 6.e.

d.     Participants shall receive, no less frequently than quarterly, a
statement of their Account within a reasonable period after the end of each
calendar quarter.

4. Earnings.

a.     Each Participant in the BEP may elect to have monies credited to his
or her Account based upon the performance of the same investment fund options
offered to Participants under the Stock Savings Plan; provided, however, that
effective July 1, 2000, any changes to the investment funds offered to
participants under the Stock Savings Plan will result in a change to the
investment options available under the BEP only if and when such changes are
approved by the Chairman of the Board, the General Counsel and the Executive
Vice President  Human Resources of TRW; and provided further that the
self-directed brokerage
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window to be offered to participants under the Stock
Savings Plan effective July 5, 2000, will not be made available as an
investment option under the BEP; such election may be made by allocating the
entire Account to one of the earnings options or by allocating the Account
between selected investment fund options in one percent multiples. Each
Participant may change his or her election on a daily basis with Putnam
through its online or automated voice response unit or through a BEP Customer
Service Representative. Subject to consummation of the merger (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 may be amended from time to time (the Merger Agreement), each phantom
share of TRW Common Stock allocated to the account of a Participant in the
BEP as of the Effective Time (as defined in the Merger Agreement) shall be
converted into phantom shares of Northrop Grumman Common Stock at the
Exchange Rate (as defined in the Merger Agreement), and the TRW Stock Fund
under the BEP shall be converted into a Northrop Grumman Stock Fund.

b.     All TRW Matching Contributions allocated to a Participants Account
will be credited in the same manner as the Participants election under Section
4.a.

5. Time of Payment.

a.     Except as otherwise provided herein, payment of the Account to the
Participant (or, in the event of his death, to his beneficiary as designated in
writing to the Committee) shall be made as of the end of January following the
following events:



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| | i. the Participants becoming disabled as defined by the terms and
conditions of the Stock Savings Plan;
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| | ii. the death of the Participant; or                                                                    
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| | iii. the termination of the Participants employment with TRW through
retirement or otherwise.          

b.     Notwithstanding Section 5.a.iii., if the Participants termination of
employment is the result of the divestiture of the unit or operations of TRW
where the Participant worked prior to termination of employment and the
Participant obtains employment with the entity that acquired such operations
(successor employer), the BEP benefit shall not be payable until such
Participants termination of employment with the successor employer, except as
provided under Section 6.d.

c.     Notwithstanding the above, the Directors/Committee, upon determining
that the Participant has suffered an emergency event beyond his control which
would impose an immediate and heavy financial hardship if the payment of his
benefits were not made, may pay to the Participant that part of his Account
which is needed to satisfy such hardship. Further, for purposes of Section
5.a.iii, a Participants employment with TRW will not be deemed to have
terminated following the Participants layoff until the earlier of the end of
the twelve-month period following layoff (without a return to TRW employment)
or the date on which the Participant retires under any TRW-sponsored pension
plan.

6. Payment of Benefits.

a.     Subject to Section 6.b., the automatic form of payment of monies in the
Account in the event of a termination of employment due to retirement shall be
ten equal annual installments, payable during the month of January.
Notwithstanding the foregoing, a Participant may petition (prior to the
consummation of the Merger) the Directors or the Committee or elect
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(after
consummation of the Merger), by notice to Putnam, at any time at least two
months prior to the Participants eligibility for payout from the Stock Savings
Plan to change such payment to any lesser number of annual installments or to a
single sum. If annual installments are paid, the balance of the Account shall
continue to be credited with investment performance as previously elected by
the Participant in accordance with Section 4. The form of payment of monies in
the Account for a termination of employment other than retirement shall be a
single sum, payable during the month of January following termination of
employment. If a Participants employment terminates due to layoff, payment of
monies in his Account will be made in a single sum during the month of January
following the end of the 12-month period following layoff; provided, however,
that if a Participant retires during the 12-month period following layoff,
payment will be made in accordance with the automatic form of payment for
retirements. The form of payment of monies in the Account in the event that a
Participants termination of employment occurs due to his death shall be a
single sum, payable during the month of January following the Participants
date of death; provided, however, that if a participant shall die while
receiving retirement installments, installments shall continue to the
beneficiary or estate until the Account is completely paid out.

b.     Upon approval by the Directors/Committee, any election of a form of
payment other than the automatic form of payment for a retirement provided in
this Section shall be irrevocable.

c.     Payment of the Account shall be made in the form of cash unless the
Directors/Committee determines in its discretion that it is appropriate to pay
that portion of the Participants Account attributable to TRW Matching
Contributions and earnings thereon in shares of TRW common stock, in which
event such distribution of shares shall occur no earlier than six months
following the date that the Participant is last employed by TRW.

d.     If the balance in the Participants Account under the BEP, determined
as of any of the events described in Section 5.a. above or following payment of
any retirement installment payment, is less than $5,000, said Account balance
shall automatically be paid out in a single sum in the first January following
said event or installment payment.

e.     Payments under the BEP shall be made by TRW, with any appropriate
reimbursement being made by subsidiaries of TRW. The BEP 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 BEP. Participants in the BEP have the status of general
unsecured creditors of TRW and the BEP constitutes a mere promise by TRW to
make benefit payments in the future.

7.     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 BEP benefit. Any such attempted
assignment or transfer shall be ineffective; TRWs sole obligation under the
BEP shall be to pay benefits to the Participant, his beneficiary or his estate,
as appropriate. No part of any BEP 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 BEP 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.

8.     Directors/Committee. For purposes of the BEP, 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,
Committee shall refer to a Special Committee consisting of those three
employees of TRW Inc. who occupy the most senior positions in the Company Staff
Finance,
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Human Resources, and Law Departments. The Committee or its delegate
shall interpret the provisions of the BEP, determine the rights and status of
Participants and beneficiaries hereunder, and handle the general administration
of the BEP. The Committee or its delegate may determine that an employees
participation in the BEP must cease in order to preserve the BEP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.
Such interpretations and determinations shall be final and conclusive as to all
interested persons.

9.     Claims Procedure.If a claim for a BEP 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.

10.     Amendment and Termination.Nothing herein shall be construed to constitute
a contract between TRW and the Participants to continue the BEP, and TRW Inc.s
Directors in their sole discretion may terminate or discontinue the BEP at any
time and may at any time and from time to time amend any or all of its
provisions; provided, however, that no termination or amendment shall reduce
amounts credited prior to such termination or amendment.

11. Miscellaneous Provisions.

a.     As used in this document, the masculine gender shall include the
feminine and the singular shall include the plural. To the extent that any
term is not defined under the BEP, it shall have the same meaning as defined in
the Stock Savings Plan.

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

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

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

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