SHARE REPURCHASE AGREEMENT

                                     between

                          TRW AUTOMOTIVE HOLDINGS CORP.

                                       and

                           AUTOMOTIVE INVESTORS L.L.C.



                         Dated as of February [2], 2004



                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I PURCHASE AND SALE OF COMMON STOCK...................................1
         1.1.  Purchase and Sale of Common Stock..............................1
         1.2.  Purchase Price.................................................2
         1.3.  Closing........................................................2
         1.4.  Option Closing.................................................2

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................3
         2.1.  Power, Authority and Enforceability............................3
         2.2.  Government Authorization.......................................3
         2.3.  Noncontravention...............................................4
         2.4.  Representations and Warranties in the Underwriting Agreement...4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF AIL.............................4
         3.1.  Power, Authority and Enforceability............................4
         3.2.  Government Authorization.......................................4
         3.3.  Noncontravention...............................................5
         3.4.  Title to the Shares............................................5

ARTICLE IV COVENANTS..........................................................5
         4.1.  Company Compliance with Underwriting Agreement.................5
         4.2.  Relinquishment of Demand Registration Right....................5
         4.3.  Retirement of Shares...........................................5

ARTICLE V INDEMNIFICATION.....................................................6
         5.1.  Indemnification by the Company.................................6
         5.2.  Indemnification by AIL.........................................6
         5.3.  Indemnification Procedures.....................................6
         5.4.  Contribution...................................................7
         5.5.  Full Force and Effect..........................................7

ARTICLE VI CONDITIONS PRECEDENT...............................................8
         6.1.  No Injunctions or Restraints...................................8
         6.2.  Consummation of the Public Offering............................8
         6.3.  Representations and Warranties.................................8
         6.4.  Delivery of the IRS Form W-9...................................8
         6.5.  Performance of Agreements......................................8
         6.6.  Other Actions..................................................8

ARTICLE VII GENERAL PROVISIONS................................................9
         7.1.  Notices........................................................9
         7.2.  Interpretation................................................10
         7.3.  Amendment.....................................................10
         7.4.  Extension; Waiver.............................................10

                                       i


         7.5.  Counterparts..................................................10
         7.6.  Entire Agreement; No Third-Party Beneficiaries................10
         7.7.  Governing Law.................................................10
         7.8.  Assignment; Binding on Successors and Assigns.................11
         7.9.  Enforcement...................................................11
         7.10. Severability..................................................11
         7.11. Expenses .....................................................11
         7.12. Stockholders Agreement........................................11
         7.13. Termination...................................................11








                                       ii


                           SHARE REPURCHASE AGREEMENT

     This Share Repurchase Agreement (this "Agreement") is dated as of February
[2], 2004 (the "Execution Date"), between TRW Automotive Holdings Corp., a
Delaware corporation (the "Company"), and Automotive Investors L.L.C., a
Delaware limited liability company ("AIL").

                                 R E C I T A L S

     WHEREAS, AIL owns 68,129,250 shares, or approximately 78%, of the Company's
common stock, par value $0.01 per share ("Common Stock");

     WHEREAS, the Company has entered into an underwriting agreement, dated the
Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit
Suisse First Boston LLC, J.P. Morgan Securities Inc. and the several
underwriters named therein (the "Underwriters") pursuant to which the Company is
publicly offering (the "Public Offering") for cash (i) [24,137,931] shares of
its Common Stock and (ii) in the event the Underwriters exercise their
over-allotment option pursuant to Sections 2 and 4 of the Underwriting
Agreement, up to an additional [3,620,689] shares of its Common Stock, in each
case pursuant to the Company's registration statement on Form S-1 (No.
333-110513) (as amended to the date hereof, the "Registration Statement") and a
prospectus (the "Prospectus") filed under Rule 424(b) under the Securities Act
(as defined herein);

     WHEREAS, AIL desires to sell, and the Company desires to purchase, (i)
[12,068,965] issued and outstanding shares of Common Stock owned by AIL (the
"Original Shares") upon the terms and conditions hereinafter set forth (the
"Original Purchase") and (ii) up to an additional [1,810,344] issued and
outstanding shares of Common Stock owned by AIL equal to 50% of the aggregate
number of shares purchased by the Underwriters pursuant to their over-allotment
option pursuant to Sections 2 and 4 of the Underwriting Agreement (the "Option
Shares", together with the Original Shares, the "Shares")) upon the terms and
conditions hereinafter set forth (the "Option Purchase", together with the
Original Purchase, the "Purchase"); and

     WHEREAS, the Company and AIL desire to make certain representations,
warranties and agreements in connection with the Purchase;

     NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

                                    ARTICLE I

                        PURCHASE AND SALE OF COMMON STOCK
                        ---------------------------------

     1.1. Purchase and Sale of Common Stock. On the basis of the
representations, warranties and covenants contained herein, and subject to the
terms and conditions hereof and contemporaneously with and contingent upon the
consummation of the Public Offering, the Company shall purchase all the Original
Shares and, in the event the Underwriters exercise their

                                       1


over-allotment option pursuant to Sections 2 and 4 of the Underwriting
Agreement, the Option Shares.

     1.2. Purchase Price. The Company agrees to pay to AIL for the Original
Shares the amount of $[330,749,989], which represents the offering proceeds to
be received by the Company from the sale of [12,068,965] shares of Common Stock
in the Public Offering (the "AIL Offering Proceeds") at the purchase price per
share equal to the proceeds per share less the underwriting discounts of $27.405
(the "Per Share Price") to be received by the Company from the Public Offering.
In the event the Underwriters exercise their over-allotment option pursuant to
Sections 2 and 4 of the Underwriting Agreement, the Company agrees to purchase
from AIL the Option Shares at the purchase price per share equal to the Per
Share Price.

     1.3. Closing.

     (a) The closing of the Original Purchase (the "Closing") shall take place
at 9:30 a.m. (Eastern Time) on February [5], 2004, subject to satisfaction or
waiver of the conditions set forth in Article VI on or before such date, at the
offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York,
10019, or such later date (which shall not be later than the third Business Day
after satisfaction or waiver of the conditions set forth in Article VI) or at
such other place as agreed to by the parties hereto (the actual time and date of
the Closing are referred to herein as the "Closing Time" and "Closing Date,"
respectively). As used in this Agreement, the term "Business Day" shall mean any
weekday other than a banking holiday in New York, New York.

     (b) At the Closing, in addition to the satisfaction or waiver of the
conditions precedent to the Closing pursuant to Article VI hereof,

         (i) AIL shall sell, assign and transfer to the Company all its right,
     title and interest in and to the Original Shares free and clear of all
     mortgages, pledges, security interests, liens, claims, encumbrances or
     equities (collectively, the "Liens") and deliver to the Company the
     Original Shares owned and being purchased pursuant to this Agreement,
     together with a signed cross receipt acknowledging AIL's receipt of the
     purchase price and the Company's repurchase of the Original Shares; and

         (ii) the Company shall pay AIL cash in an amount equal to the AIL
     Offering Proceeds received by the Company pursuant to the Public Offering,
     by wire transfer of immediately available funds to an account designated in
     writing by AIL at least two business days prior to the Closing.

     1.4. Option Closing.

     (a) In the event the Underwriters exercise their over-allotment option, the
closing of the Option Purchase (the "Option Closing") shall take place at 9:30
a.m. (Eastern Time), on the Second Time of Delivery (as defined in Section 4 of
the Underwriting Agreement), or such later date (which shall not be later than
the third Business Day after the Second Time of Delivery and satisfaction or
waiver of the conditions set forth in Article VI), at the location described in
Section 1.3(a) or at such other place as agreed to by the parties hereto (the
actual

                                       2


time and date of the Closing are referred to herein as the "Option Closing Time"
and "Option Closing Date," respectively).

     (b) At the Option Closing, in addition to the deliveries required to be
made at or prior to the Option Closing pursuant to Article VI hereof,

         (i) AIL shall sell, assign and transfer to the Company all its right,
     title and interest in and to the Option Shares free and clear of all Liens
     and deliver to the Company the Option Shares owned and being purchased
     pursuant to this Agreement, together with a signed cross receipt
     acknowledging AIL's receipt of the purchase price and the Company's
     repurchase of the Option Shares; and

         (ii) the Company shall pay AIL cash in an amount equal to the Per Share
     Price multiplied by the number of Option Shares purchased by the
     Underwriters upon the exercise of their over-allotment option, by wire
     transfer of immediately available funds to an account designated in writing
     by AIL at least two business days prior to the Closing.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     The Company represents and warrants to AIL as follows:

     2.1. Power, Authority and Enforceability. The Company has the corporate
power and authority to execute and deliver this Agreement and to perform the
obligations hereunder; and all corporate action required to be taken for the due
and proper authorization, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
taken by the Company. This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding agreement
of the Company except as enforceability may be limited by (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law) and (iii) an implied covenant of good faith and fair dealing.

     2.2. Government Authorization. No consent, approval, authorization, order,
license, registration or qualification of or with any such court or governmental
agency or body is required for the execution and delivery by the Company of this
Agreement, the performance by the Company of its obligations hereunder and the
consummation by the Company of the transactions contemplated hereby and in the
Registration Statement, except such consents, approvals, authorizations, orders,
licenses, registrations or qualifications as have been obtained under the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission (the "Commission") thereunder (collectively,
the "Securities Act"), and as may be required under state securities or blue sky
laws in connection with the Public Offering or to list the Shares on the New
York Stock Exchange, or which, if not obtained, would not, individually or in
the aggregate, have a material adverse effect on the general affairs, business,

                                       3


prospects, management, financial position, stockholders' equity or results of
operations of the Company or on the ability of the Company to perform its
obligations hereunder or consummate the transactions contemplated hereby on a
timely basis.

     2.3. Noncontravention. The execution and delivery by the Company of this
Agreement, the performance by the Company of its obligations hereunder and the
consummation by the Company of the transactions contemplated hereby and in the
Registration Statement will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound or
to which any of the property or assets of the Company is subject, nor will any
such action result in any violation of the provisions of the certificate of
incorporation or the by-laws of the Company or any applicable law or statute or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties.

     2.4. Representations and Warranties in the Underwriting Agreement. The
representations and warranties of the Company set forth in Section 1 of the
Underwriting Agreement are true and correct.

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF AIL
                      -------------------------------------

     AIL represents and warrants to the Company as follows:

     3.1. Power, Authority and Enforceability. AIL has the limited liability
company power and authority to execute and deliver this Agreement and to perform
the obligations hereunder; and all limited liability company action required to
be taken for the due and proper authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly taken by AIL. This Agreement has been duly authorized, executed
and delivered by AIL and constitutes a valid and legally binding agreement of
AIL except as enforceability may be limited by (i) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law)
and (iii) an implied covenant of good faith and fair dealing.

     3.2. Government Authorization. No consent, approval, authorization, order,
license, registration or qualification of or with any such court or governmental
agency or body is required for the execution and delivery by AIL of this
Agreement, the performance of its obligations hereunder and the consummation of
the transactions contemplated hereby, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications which, if not
obtained, would not, individually or in the aggregate, have a material adverse
effect on the ability to perform its obligations hereunder or consummate the
transactions contemplated hereby on a timely basis.

                                       4


     3.3. Noncontravention. The execution and delivery by AIL of this Agreement,
the performance by AIL of its obligations hereunder and the consummation by AIL
of the transactions contemplated hereby will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which AIL is a party or by which
AIL is bound or to which any of its property or assets is subject, nor will any
such action result in any violation of the provisions of the certificate of
formation or the limited liability agreement of AIL or any applicable law or
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over AIL or any of its properties.

     3.4. Title to the Shares. AIL has good and valid title to the Shares, free
and clear of all Liens, with full right and authority to deliver the same
hereunder. Upon payment for the Shares to be sold by AIL in accordance with the
terms of this Agreement, the Company will acquire good and valid title thereto,
free and clear of all Liens.

                                   ARTICLE IV

                                    COVENANTS
                                    ---------

     4.1. Company Compliance with Underwriting Agreement. The Company shall
comply in all material respects with all its covenants, agreements and
obligations pursuant to the Underwriting Agreement.

     4.2. Relinquishment of Demand Registration Right(a) . Upon consummation of
the Original Purchase and receipt of the AIL Offering Proceeds by AIL, AIL
agrees that the transaction contemplated by this Agreement shall be deemed to
constitute an exercise of one of the four demand registration rights provided
for in Section 5.1(d) of the amended and restated stockholders agreement, dated
as of January [__], 2004, by and among the Company, AIL and Northrop Grumman
Corporation (the "Stockholders Agreement").

     4.3. Retirement of Shares.

     (a) Upon consummation of the Original Purchase and receipt of the Original
Shares by the Company, as promptly as possible thereafter, the Company shall
agree to retire the Original Shares upon which the Original Shares shall be
authorized but unissued shares of Common Stock.

     (b) In the event the Underwriters exercise their over-allotment option,
upon consummation of the Option Purchase and receipt of the Option Shares by the
Company, as promptly as possible thereafter, the Company shall agree to retire
the Option Shares upon which the Option Shares shall be authorized but unissued
shares of Common Stock.


                                       5


                                   ARTICLE V

                                 INDEMNIFICATION
                                 ---------------

     5.1. Indemnification by the Company. The Company will indemnify and hold
harmless AIL, its officers, directors and each person who controls AIL within
the meaning of Section 15 of the Securities Act and Section 20 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Exchange Act") (collectively, the "AIL
Indemnified Persons") from and against any and all losses, claims, damages and
liabilities (including, without limitation, the reasonable legal fees and other
expenses incurred in connection with any suit, action, proceeding or any claim
asserted) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any Preliminary Prospectus (as
defined in the Underwriting Agreement), the Registration statement or the
Prospectus, or any amendment or supplement thereto, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or alleged omission made in reliance upon
and in conformity with information relating to AIL furnished to the Company in
writing by AIL or Blackstone Management Associates L.L.C. pursuant to Items 403
and 507 of Regulation S-K promulgated by the Commission expressly for use
therein), or any violation by the Company of the Securities Act or any rule or
regulation thereunder applicable to the Company and relating to action or
inaction required by the Company in connection with any registration,
qualification, or compliance with respect to the Public Offering. The liability
of the Company pursuant to this Section 5.1 shall be limited to the net proceeds
to the Company from the Public Offering contemplated by the Underwriting
Agreement less the sum of the AIL Offering Proceeds plus the proceeds AIL
receives from the sale of the Option Shares to the Company.

     5.2. Indemnification by AIL. AIL will indemnify the Company, each of its
officers, directors and each person who controls the Company within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act
(collectively, the "Company Indemnified Persons"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, the
reasonable legal fees and expenses incurred in connection with any suit, action,
proceeding or any claim asserted) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only with reference to information
relating to AIL furnished to the Company in writing by AIL or Blackstone
Management Associates L.L.C. pursuant to Items 403 and 507 of Regulation S-K
promulgated by the Commission expressly for use therein. The liability of AIL
pursuant to this Section 5.2 shall be limited to the sum of AIL Offering
Proceeds plus the proceeds AIL receives from the sale of the Option Shares to
the Company.

     5.3. Indemnification Procedures. If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against any person in respect of which indemnity may be sought
pursuant to the preceding paragraphs of

                                       6


this Article V, such person (the "Indemnified Person") shall promptly notify the
person or persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Persons, upon request
of the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding. In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person and not the Indemnifying Persons unless (i) the
Indemnifying Persons and the Indemnified Person shall have mutually agreed to
the contrary, (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both an Indemnifying Person and the Indemnified Person and, based upon the
advice of counsel, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that no Indemnifying Person shall, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm (in addition to one separate
firm of local counsel in each jurisdiction when reasonably necessary but not to
include two firms in the same jurisdiction) for all Indemnified Persons, and
that all such fees and expenses shall be reimbursed as they are incurred. No
Indemnifying Person shall be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff, each Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person
shall, without the prior written consent of the Indemnified Person (such consent
not to be unreasonably withheld), effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

     5.4. Contribution. The Company and AIL agree that it would not be just and
equitable if contribution pursuant to this Article V were determined by pro rata
allocation. The amount paid or payable by an Indemnified Person as a result of
the losses, claims, damages and liabilities referred to in this Article V shall
be deemed to include any reasonable legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Article V, in no event shall
AIL be required to contribute any amount in excess of the sum of the AIL
Offering Proceeds plus the proceeds AIL receives from the sale of Option Shares
to the Company. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

     5.5. Full Force and Effect. The remedies provided for in this Article V are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity. The indemnity and
contribution agreements contained in this Article V and the representations and
warranties of the Company and AIL set forth in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any party hereto, its
respective

                                       7


officers or directors or any person controlling such party and (iii) the
consummation of the Purchase.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT
                              --------------------

     The respective obligation of each party to consummate the transactions
contemplated to occur at the Closing and at the Option Closing, if any, is
subject to the satisfaction or waiver on or prior to the Closing Time or the
Option Closing Time, respectively, of each of the following conditions:

     6.1. No Injunctions or Restraints. No action, claim, suit, hearing,
complaint, demand, injunction, litigation, judgment, arbitration, order, decree,
ruling or governmental investigation or proceeding shall be pending or
threatened by any court or governmental or regulatory agency or body, and no
such court or governmental or regulatory agency or body shall have issued any
injunction, judgment or order, which shall remain in effect, that would prevent
consummation of the Purchase; provided, however, that the parties hereto shall
use their reasonable best efforts to have any such injunction, judgment or order
vacated or reversed.

     6.2. Consummation of the Public Offering. The closing of the Public
Offering shall have occurred in accordance with the terms of the Underwriting
Agreement, or, with respect to the Option Shares, the Second Time of Delivery
shall have occurred in accordance with Section 4 of the Underwriting Agreement
and the Company shall have received the proceeds thereof.

     6.3. Representations and Warranties. (a) The representations and warranties
of the Company and AIL set forth in this Agreement shall be true and correct in
all material respects on and as of the Execution Date and on and as of the
Closing Date as though made on and as of the Closing Date.

     (b) In the event of an Option Closing, the representations and warranties
of the Company and AIL set forth in this Agreement shall be true and correct in
all material respects on and as of the Execution Date and on and as of the
Second Time of Delivery as though made on and as of the Second Time of Delivery.

     6.4. Delivery of the IRS Form W-9. The Company shall have received a
properly executed IRS Form W-9 from AIL.

     6.5. Performance of Agreements. The Company shall have performed in all
material respects all obligations required to be performed by it under this
Agreement and the Underwriting Agreement at or prior to the Closing Time.

     6.6. Other Actions. All actions, corporate or other, to be taken by the
Company and AIL in connection with the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably satisfactory
in form and substance to each of them and their respective counsel.

                                       8


                                   ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

     7.1. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally, sent by overnight courier (providing proof of delivery) to the
parties or sent by telecopy (providing confirmation of transmission) at the
following addresses or telecopy numbers (or at such other address or telecopy
number for a party as shall be specified by like notice):

     (a)   if to the Company, to:

               TRW Automotive Holdings Corp.
               12025 Tech Center Drive
               Livonia, Michigan 48150
               Attention:  David L. Bialosky, Esq.
                           Vice President and General Counsel
               Facsimile:  (734) 266-4590

           with a copy (which shall not constitute notice) to:

               Simpson Thacher & Bartlett LLP
               425 Lexington Avenue
               New York, New York 10017
               Attention: Rise B. Norman, Esq.
               Facsimile:  (212) 455-2502

     (b)   if to AIL, to:

               c/o The Blackstone Group L.P.
               345 Park Avenue, 31st Floor
               New York, New York 10154
               Attention:  Neil P. Simpkins
               Facsimile:  (212) 583-5258

           with a copy (which shall not constitute notice) to:

               Simpson Thacher & Bartlett LLP
               425 Lexington Avenue
               New York, New York 10017
               Attention:  Rise B. Norman, Esq.
               Facsimile:  (212) 455-2502

Except as described in the next sentence, all notices shall be deemed given only
when actually received. Insofar as any approval or consent is required under
this Agreement by any party, any such request for approval or consent that is
delivered by a party in accordance with this Section 7.1 shall be deemed to have
been validly sent. Any failure to take action or respond by the

                                       9


recipient party within ten Business Days of receiving such request shall be
deemed acceptance, approval and consent to such request.

     7.2. Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

     7.3. Amendment. This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by the party against whom
enforcement of such modification or amendment is sought.

     7.4. Extension; Waiver. At any time prior to the Closing, the Company and
AIL may (a) extend the time for the performance of any of the obligations or
other acts of the other party or parties hereto, (b) waive any inaccuracies in
the representations and warranties of the other party or parties contained
herein or in any document delivered by such other party pursuant hereto or (c)
waive compliance with any of the agreements of such other party or conditions to
its own obligations contained herein. Any such extension or waiver shall be
valid only if set forth in an instrument in writing signed by the party to be
bound thereby. Waiver of any term or condition of this Agreement by a party
shall not be construed as a waiver of any subsequent breach or waiver of the
same term or condition by such party, or a waiver of any other term or condition
of this Agreement by such party. The failure of any party to assert any of its
rights hereunder shall not constitute a waiver of any such rights.

     7.5. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

     7.6. Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral between the parties with respect to the
subject matter of this Agreement. Except as specifically set forth or referred
to herein, nothing herein expressed or implied is intended or shall be construed
to confer upon or give to any Person, the parties hereto, and their permitted
successors or assigns, any rights or remedies under or by reason of this
Agreement. No third party is entitled to rely on any of the representations,
warranties and agreements contained in this Agreement, and the Company and AIL
assume no liability to any third party because of any reliance on the
representations, warranties and agreements of the Company and AIL contained in
this Agreement.

     7.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


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     7.8. Assignment; Binding on Successors and Assigns. Neither this Agreement
nor any of the rights, interests or obligations under this Agreement shall be
assigned or delegated, in whole or in part, by operation of law or otherwise by
any of the parties without the prior written consent of the other parties.
Subject to the preceding sentence and except as otherwise provided in this
Agreement, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by and against, the parties and their respective successors and
assigns (by reason of merger, consolidation, spin-off or split-off of the
parties, or sale of substantially all of the assets or similar transaction or
series of transactions).

     7.9. Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any action instituted in any court
of the United States or any state thereof having jurisdiction over the parties
and the matter, this being in addition to any other remedy to which they are
entitled at law or in equity.

     7.10. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     7.11. Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, (i) the fees and expenses incurred by the Company and
AIL in connection with transactions contemplated hereby, (ii) the other
reasonable expenses incurred by the Company and AIL incident to the negotiation
and preparation of this Agreement and the consummation of the transactions
contemplated hereby and (iii) any other fees and expenses of the Company and AIL
shall be paid in accordance with terms of the Stockholders Agreement.

     7.12. Stockholders Agreement. Notwithstanding any provision in this
Agreement to the contrary, each of the Company and AIL affirm that, except as
otherwise provided in Section 4.2, the Stockholders Agreement shall remain in
full force and effect on and after the Execution Date and on and after the
Closing Date.

     7.13. Termination. Notwithstanding any provision in this Agreement to the
contrary, this Agreement (other than the terms of Section 7.11, which shall
remain in full force and effect) shall terminate in the event the Underwriting
Agreement is terminated in accordance with the terms contained therein.

                            [Signature Pages Follows]



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     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
signed by its respective officers thereunto duly authorized as of the date first
written above.


                                        TRW AUTOMOTIVE HOLDINGS CORP.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                        AUTOMOTIVE INVESTORS L.L.C.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:




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