EXHIBIT 10.6SECOND AMENDMENT TO THETRW AUTOMOTIVE DEFERRED COMPENSATION PLAN          TRW Automotive U.S. LLC (the “Company”) hereby adopts this Second Amendment to the TRWAutomotive Deferred Compensation Plan (Effective as of February 28, 2003) (the “Plan”), effectiveas of the dates set forth herein.RECITALSA. The Company adopted and maintains the Plan for the benefit of certain of its eligible employeesand retirees.B. The Company desires to amend the Plan to offer a one-time early distribution option inaccordance with the transition rules provided under the American Jobs Creation Act of 2004,effective as of June 1, 2006.C. The Company desires to further amend the Plan to cease all future deferrals thereto afterDecember 31, 2006.NOW, THEREFORE, the Plan is hereby amended as follows: 1. The introductory language at the beginning of the Plan is hereby amended to includethe following new paragraph at the end thereof:    Notwithstanding anything to the contrary herein, no further deferrals will bepermitted to the Plan after December 31, 2006. Existing account balances willremain in the Plan until distributed in accordance with the provisions hereof.  2. Section 3.2 is amended to include the following new sentence to the end thereof:    Notwithstanding anything to the contrary herein, no deferral elections will bepermitted under the Plan after December 31, 2006.  3. Section 4.1 is amended to include the following new sentence to the end thereof:    Notwithstanding anything to the contrary herein, no deferrals will be permittedunder the Plan after December 31, 2006.  4. Section 5.1(b) is hereby amended in its entirety, effective June 1, 2006, to read asfollows:
 

 
(b) For amounts earned or vested prior to January 1, 2005, if a Participant’sTermination of Employment occurs as a result of retirement, the Participant shallreceive the Plan Benefit payable in respect of his pre-2005 Retirement PaymentSub-Account in ten annual installments, unless the Participant elected otherwiseat the time of his original Deferral Election. Such installments shall be paid inaccordance with the procedures set forth in Section 5.1(f) below beginning in theJanuary following the year in which Termination of Employment occurred. Thatnotwithstanding, to the extent permitted by the American Jobs Creation Act of 2004(the “Act”), the Participant can petition the Special Committee (or the Committeein the case of an Executive Officer) at any time at least twelve months prior toretirement to change such payment into a lesser number of installments (from twoto nine years) or in a single sum; provided that any such payment change shall notbe effective until the fifth calendar year following the date payment otherwisewould have been made. For purposes hereof and the Act, installments shall beconsidered a single payment.Notwithstanding the foregoing, if the amount in the Retirement Payment Sub-Accountis less than $5,000 valued at December 31 of any year, the balance in theRetirement Payment Sub-Account shall be paid in a lump sum in the Januaryfollowing retirement or any January thereafter in which such Participant’sRetirement Payment Sub-Account falls below $5,000.In the event of death of a Participant after payouts have begun from suchParticipant’s Retirement Payment Sub-Account, payouts will continue to be made tothe beneficiary or estate until paid out completely, subject to this Section5.1(b).For amounts earned or vested on and after January 1, 2005, if a Participant’sTermination of Employment occurs as a result of retirement, the Participant shallreceive the Plan Benefit payable in respect of his post-2004 Retirement PaymentSub-Account in accordance with subsection (i) below. 5. Effective January 1, 2006, Section 5 is amended by adding the following newsubsection (k) to the end thereof:(k) Notwithstanding anything to the contrary herein, to the extent permitted bythe Act and Code Section 409A and the regulations promulgated thereunder,Participants shall be offered a one-time, irrevocable election to receive all or apercentage of their May 31, 2006, vested account balance under the Plan (plusearning and
 

 
losses thereon) in July 2007, rather than at such other date as isrequired by this Section 5 (e.g. retirement, termination of employment, five orten years). If elected, such distribution shall be made in one-lump sum payment.The election period shall commence on or about June 10, 2006, and end on June 30,2006. If the Participant fails to make an election under this subsection (k) byJune 30, 2006, payment shall be made on the date(s) and in the payment form(s)previously elected, subject to the Act and the Plan. 6. Except as set forth in this Second Amendment, the Plan is ratified and confirmed inall respects.EXECUTEDthis 31st day of July, 2006.      TRW Automotive U.S. LLC