<PAGE>

                                                                    Exhibit 10.2

                          TRW AUTOMOTIVE HOLDINGS CORP.
                           RESTRICTED STOCK AGREEMENT

      THIS AGREEMENT, dated as of September 7, 2004 between TRW Automotive
Holdings Corp., a Delaware corporation (the "Company"), and Neil Marchuk (the
"Employee"), is entered into as follows:

      WHEREAS, in order to give the Employee an incentive to continue in the
employ of the Company or one of its subsidiaries and to participate in the
affairs of the Company and its subsidiaries, the Compensation Committee of the
Board of Directors of the Company or its delegates (the "Committee") has
determined that the Employee shall be granted shares of the Company's $0.01 par
value Common Stock (the "Stock") subject to the restrictions stated below and
the terms and conditions of the TRW Automotive Holdings Corp. 2003 Stock
Incentive Plan, as the same may be amended, supplemented or modified from time
to time (the "Plan").

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties agree as follows:

1.    Grant of Stock. Subject to the terms and conditions of this Agreement and
      of the Plan, the Company hereby grants to the Employee 15,381 shares of
      Stock (the "Restricted Stock").

2.    Vesting Schedule. Provided the Employee remains in the employ of the
      Company or one of its subsidiaries on a continuous, full-time basis
      through the close of business on December 31, 2004, the interest of the
      Employee in the Restricted Stock shall become vested on that date.

3.    Restrictions.

      (a)   The Restricted Stock or rights granted hereunder may not be sold,
            pledged or otherwise transferred until the Restricted Stock becomes
            vested in accordance with Section 2. The period of time between the
            date hereof and the date on which the Restricted Stock becomes
            vested is referred to herein as the "Restriction Period."

      (b)   If the Employee's employment with the Company or one of its
            subsidiaries is terminated at any time for any reason prior to the
            completion of the Restriction Period (other than due to death or
            total and permanent disability as set forth in Sections 7 and 8
            below), the Restricted Stock and all other rights granted hereunder
            shall be forfeited by the Employee, and ownership transferred back
            to the Company automatically and without further action by the
            Company or the Employee.

4.    Legend.

      Prior to the completion of the Restriction Period, all certificates
      representing any

<PAGE>

      shares of Restricted Stock shall have endorsed thereon the following
      legend: "The shares represented by this certificate are subject to an
      agreement between the Corporation and the registered holder, a copy of
      which is on file at the principal office of this Corporation." Following
      completion of the Restriction Period, the Company will, upon request from
      the Employee, instruct the transfer agent to remove such legend.

5.    Escrow.

      The certificate[s] evidencing the Restricted Stock, if any, shall be
      delivered to and deposited with the Secretary of the Company, as Escrow
      Agent in this transaction, during the Restriction Period. The Restricted
      Stock may also be held in a restricted book entry account in the name of
      the Employee if the Company decides that the Restricted Stock shall not be
      certificated during the Restriction Period. Such certificate[s] or such
      book entry shares are to be held by the Escrow Agent until completion of
      the Restriction Period, at which time they shall be released by said
      Escrow Agent; provided, however, that a portion of such Restricted Stock
      shall be surrendered in payment of withholding taxes, social security
      contributions and other taxes in accordance with Section 9 below, unless
      alternative procedures for the payment of such taxes are established by
      the Company.

6.    Employee Shareholder Rights.

      During the Restriction Period, the Employee shall have all the rights of a
      shareholder with respect to the Restricted Stock except for the right to
      transfer the Restricted Stock, which will be restricted as set forth in
      Section 3. Accordingly, the Employee shall have the right to vote the
      Restricted Stock and to receive any cash dividends paid in respect of the
      Restricted Stock.

7.    Total and Permanent Disability of the Employee.

      In the event of total and permanent disability of the Employee prior to
      the completion of the Restriction Period, the Employee, if legally
      competent, or a legally-designated guardian or representative shall
      receive a pro rata number of shares determined by multiplying the total
      number of shares of Restricted Stock granted pursuant to this Agreement by
      a fraction, the numerator of which is the number of whole months elapsed
      between the date of this Agreement and the date of the Employee's
      disability and the denominator of which is four. For the purposes of this
      Section 7, total and permanent disability shall mean that the Employee
      becomes physically and mentally incapacitated and is unable to perform the
      material and substantial duties of his position for the remainder of the
      Restriction Period.

8.    Death of the Employee.

      In the event of the Employee's death prior to the completion of the
      Restriction Period, the Employee's estate or designated beneficiary shall
      receive a pro rata number of shares determined by multiplying the total
      number of shares of Restricted Stock granted pursuant to this Agreement by
      a fraction, the numerator

<PAGE>

      of which is the number of whole months elapsed between the date of this
      Agreement and the date of Employee's death and the denominator of which is
      four. In the event of the Employee's death after the completion of the
      Restriction Period but prior to the transfer of shares to the Employee,
      said shares shall be transferred to the Employee's estate or designated
      beneficiary.

9.    Taxes.

      (a)   The Employee shall be liable for any and all taxes, including,
            without limitation, withholding taxes, arising out of this grant or
            the vesting of Restricted Stock hereunder. The Employee shall
            surrender a sufficient number of whole shares of such Restricted
            Stock as necessary to cover all applicable withholding taxes, social
            security contributions and other taxes at the time the Restricted
            Stock becomes vested, unless alternative procedures for such payment
            are established by the Company. The Employee will receive a cash
            refund for any fraction of a surrendered share not necessary for
            withholding taxes, social security contributions and other taxes. To
            the extent that any surrender of shares or alternative procedure for
            such payment is insufficient, the Employee authorizes the Company,
            its affiliates and subsidiaries, which are qualified to deduct tax
            at source, to deduct all applicable withholding taxes, social
            security contributions and other taxes from the Employee's
            compensation. The Employee agrees to pay any amounts that cannot be
            satisfied from wages or other cash compensation.

      (b)   Regardless of any action the Company or the Employee's employer (the
            "Employer") takes with respect to any or all income tax, social
            security, payroll tax, payment on account or other tax-related
            withholding ("Tax-Related Items"), Employee acknowledges and agrees
            that the ultimate liability for all Tax-Related Items and any other
            taxes legally due from him is and remains the Employee's
            responsibility and that the Company and/or the Employer (i) make no
            representations nor undertakings regarding the treatment of any
            Tax-Related Items in connection with any aspect of the Restricted
            Stock, including its grant, vesting or release, or the subsequent
            sale of shares of Restricted Stock or and the receipt of any
            dividends on Restricted Stock; and (ii) do not commit to structure
            the terms or any aspect of this grant of Restricted Stock to reduce
            or eliminate the Employee's liability for Tax-Related Items or other
            taxes. The Company may refuse to deliver the Restricted Stock to the
            Employee following completion of the Restriction Period if Employee
            fails to comply with Employee's obligations under this Section 9.

10.   Miscellaneous.

      (a)   The Company shall not be required (i) to transfer on its books any
            shares of Restricted Stock which shall have been sold or transferred
            in violation of any of the provisions set forth in this Agreement or
            (ii) to treat as owner of such shares (or to accord such owner the
            right to vote or receive

<PAGE>

            dividends) any transferee to whom such shares shall have been so
            transferred.

      (b)   The parties agree to execute such further instruments and to take
            such action as may reasonably be necessary to carry out the intent
            of this Agreement.

      (c)   Any notice required or permitted hereunder shall be given in writing
            and shall be deemed effectively given upon delivery to the Employee
            at his address then on file with the Company.

      (d)   By entering into this Agreement, the Employee agrees and
            acknowledges that he has received and read a copy of the Plan. The
            Plan is incorporated herein by reference. The Plan and this
            Agreement constitute the entire agreement of the parties with
            respect to the subject matter hereof and supersede in their entirety
            all prior undertakings and agreements of the Company and the
            Employee with respect to the subject matter hereof. This Agreement
            is governed by the laws of the state of New York, without regard to
            conflicts of law.

      (e)   The provisions of this Agreement are severable and if any one or
            more provisions are determined to be illegal or otherwise
            unenforceable, in whole or in part, the remaining provisions shall
            nevertheless be binding and enforceable.

                                TRW AUTOMOTIVE HOLDINGS CORP.

                                BY /s/ David L. Bialosky
                                    --------------------------------------
                                    Name: David L. Bialosky
                                    Title: Executive Vice President and General
                                    Counsel

                                BY  /s/ Neil Marchuk
                                    ----------------------------------------
                                    Neil Marchuk
                                    Vice President, Human Resources