Ex-10(G) TRW Supplemental Executive Retirement Pl



Exhibit 10(g)


TRW SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(Amended and Restated Effective January 1, 2001)


1. Purpose. The purpose of the TRW Supplemental Executive Retirement Plan
(“SERP”), as amended and restated effective January 1, 2001, is to provide
supplemental retirement and death benefits to a select group of management and
highly-compensated employees. The SERP is unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act (“ERISA”).
Benefits provided under the SERP and the eligible participants thereunder will
be described in the Schedules attached hereto.


2. Directors/Committee. For purposes of the SERP, “Directors” shall mean the
Compensation and Stock Option Committee of the Directors of TRW Inc. (“TRW” or
the “Company”) with respect to action taken pursuant to Section 7 and the
approval of benefits of any participant who is, or ever was, either a Director
of the Company, 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 an Administrative Committee consisting
of those three employees of the Company who occupy the most senior positions in
the Company Staff Finance, Human Resources, and Law Departments. The Committee
or its delegate shall have discretionary authority to interpret the provisions
of the SERP, determine the rights and status of participants and beneficiaries
hereunder (including factual determinations), and handle the general
administration of the SERP. Such interpretations and determinations shall be
final and conclusive as to all interested persons.


3. Time of Payment. Except as otherwise provided in an attached Schedule,
payment of SERP benefits 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 January following the termination of the participant’s employment with the
Company through retirement, death or otherwise.


4. Payment of Benefits.


      a. Subject to paragraph 4(b) and except as provided in any applicable
Schedule, the automatic form of payment of benefit from the SERP shall be:



		
	 	      i. if the SERP benefit is supplemental to a defined benefit pension
plan benefit, the automatic and optional forms of payment shall be the
same as offered under the TRW Supplementary Retirement Income Plan
(“SRIP”).




		
	 	      ii. if the SERP benefit is supplemental to a defined contribution
plan benefit, the automatic and optional forms of payment shall be the
same as offered under the TRW Benefits Equalization Plan (“BEP”).



      b. Payments under the SERP shall be made by TRW, with any appropriate
reimbursement being made by subsidiaries of TRW. The SERP shall be unfunded,
and


 









TRW shall neither 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 SERP. Participants in the SERP have the status of general
unsecured creditors of TRW and the SERP 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 SERP benefit. Any such attempted
assignment or transfer shall be ineffective; TRW’s sole obligation under the
SERP shall be to pay benefits to the participant, his beneficiary or his
estate, as appropriate. No part of any SERP 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 SERP
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.


6. Claims Procedure. If a claim for a SERP 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.


7. Amendment and Termination. Nothing herein shall be construed to constitute
a contract between TRW and the participants to continue the SERP, and TRW’s
Directors in their sole discretion may terminate or discontinue the SERP 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.


8. Miscellaneous Provisions.


      a. As used in this document, the masculine gender shall include the
feminine and the singular shall include the plural.


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


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


      d. The SERP shall be governed by the laws of the State of Ohio, to the
extent not preempted by federal law.