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Exhibit 10(a)

AMENDMENT NO. 3

dated as of August 19, 2002

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 20, 2001

This AMENDMENT NO. 3 (the Amendment) is executed as of August 19, 2002,
among TRW RECEIVABLES INC., a Delaware corporation, as Seller, TRW INC., an
Ohio corporation, as Servicer, CHARTA CORPORATION, Delaware corporation
(Charta), CIESCO, L.P., a New York limited partnership (CIESCO), CORPORATE
RECEIVABLES CORPORATION, a California corporation (CRC), and CORPORATE ASSET
FUNDING COMPANY, INC., a Delaware corporation (CAFCO) (Charta, Ciesco, WCP,
CRC and CAFCO are collectively referred to as the Conduit Purchasers and
each, individually, a Conduit Purchaser), CITIBANK, N.A., as Committed
Purchaser and Managing Agent, and CITICORP NORTH AMERICA, INC., a Delaware
corporation, as Agent for the Conduit Purchasers and the Committed Purchasers.
Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the RPA referred to below.

WITNESSETH:

WHEREAS, the Seller, the Servicer and the other parties hereto are parties
to that certain Receivables Purchase Agreement dated as of November 20, 2001,
as amended as of December 19, 2001 and April 1, 2002 (as amended, the RPA);
and

WHEREAS, the parties hereto have agreed to amend the RPA on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments to the RPA. The RPA is hereby amended as follows:

1.1 The definition of Purchase Limit in Section 1.01 of the RPA is
amended to delete the reference to $350,000,000 and to substitute a reference
to $325,000,000 therefor.

1.2 Exhibit Gis hereby deleted in its entirety and is replaced with
Exhibit Gattached hereto.

1.3 Schedule Iis hereby deleted in its entirety and is replaced with
Schedule Iattached hereto.





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Section 2. Effective Date. This Amendment shall become effective and
shall be deemed effective as of the date first written above when the Agent
shall have received a copy of this Amendment duly executed by each of the
parties hereto.

Section 3. Reference to and Effect on the RPA. Upon the effectiveness of
this Amendment, (i) the Seller and the Servicer each hereby reaffirms all
covenants, representations and warranties made by it in the RPA to the extent
the same are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment (except for those representations and
warranties that are expressly made only as of a different date, which
representations and warranties shall be correct as of the date made) and (ii)
each reference in the RPA to this Agreement, hereunder, hereof, herein
or words of like import shall mean and be, and any references to the RPA in any
other document, instrument or agreement executed and/or delivered in connection
therewith shall mean and be, a reference to the RPA as amended hereby.

Section 4. Expenses. The Seller hereby reaffirms its obligations under
Section 10.06of the RPA to pay the reasonable fees, costs and expenses
(including, without limitation, the reasonable fees and expenses of counsel)
incurred by the Agent and the Managing Agent in connection with the execution
and delivery of this Amendment and the agreements and instruments related
hereto.

Section 5. Effect. Except as otherwise amended by this Amendment, the
RPA, the Sale Agreement, the Transfer Agreements and the other Facility
Documents shall each continue in full force and effect and are hereby ratified
and confirmed.

Section 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

Section 7. Severability. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.

Section 8. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

2



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

|                                                                       
|-----------------------------------------------------------------------
|TRW RECEIVABLES INC., as Seller                                        
|                                                                       
|By /s/ E. L. BennardoName: E. L. Bennardo
Title: Assistant Treasurer   
|                                                                       
|TRW INC., as Servicer                                                  
|                                                                       
|By /s/ R. P. VargoName: R. P. Vargo
Title: Vice President and Treasurer
|                                                                       
|CITICORP NORTH AMERICA, INC., as Agent                                 
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Vice President  
|                                                                       
|CHARTA CORPORATION                                                     
|                                                                       
|By: Citicorp North America, Inc., as
Attorney-in-Fact                  
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Vice President  
|                                                                       
|CIESCO, L.P.                                                           
|                                                                       
|By: Citicorp North America, Inc., as
Attorney-in-Fact                  
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Vice President  





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|                                                                       
|-----------------------------------------------------------------------
|                                                                       
|CORPORATE ASSET FUNDING COMPANY, INC                                   
|                                                                       
|By: Citicorp North America, Inc., as
Attorney-in-Fact                  
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Vice President  
|                                                                       
|CORPORATE RECEIVABLES CORPORATION                                      
|                                                                       
|By: Citicorp North America, Inc., as
Attorney-in-Fact                  
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Vice President  
|                                                                       
|CITIBANK, N.A., as Committed Purchaser and
Managing Agent              
|                                                                       
|By /s/ David J. DonofrioName: David J. Donofrio
Title: Attorney-in-Fact