EXHIBIT 10.5SECOND AMENDMENT TO THETRW AUTOMOTIVE BENEFIT EQUALIZATION PLAN          TRW Automotive U.S. LLC (the “Company”) hereby adopts this Second Amendment to the TRWAutomotive Benefit Equalization Plan (Effective as of February 28, 2003) (the “Plan”), effective asof 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 January 1, 2006.C. The Company desires to further amend the Plan to limit eligibility to full-time, salariedemployees who participate in the TRW Automotive Operational Incentive Plan at Level III or above inthe immediately preceding calendar year, effective as of January 1, 2007.NOW, THEREFORE, the Plan is hereby amended as follows: 1. Effective as of January 1, 2007, Section 2 of the Plan is hereby amended in itsentirety to read as follows:**2. Eligibility**. An employee of TRW Automotive who is eligible to participatein the Savings Plan will be eligible to participate in the Plan for acalendar year if he or she is a full-time active, salaried employee of TRWAutomotive who participated in the TRW Automotive Operational Incentive Planat Level III or above in the immediately preceding calendar year; subject toa determination by the Committee or its delegate that the employee’sparticipation must cease in order to preserve the Plan’s status as a planmaintained primarily for the purpose of providing deferred compensation for aselect group of management or highly compensated employees. An employee willcease to be eligible to participate in the Plan if he or she ceases toparticipate in the TRW Automotive Operational Incentive Plan at Level III orabove. Notwithstanding anything to the contrary herein, an employee’seligibility is at all times contingent on his or her timely election toparticipate in the Savings Plan and the Plan.
 

 
 2. Effective January 1, 2006, Section 5 is amended by adding the following newsubsection (d) to the end thereof:(f) Notwithstanding anything to the contrary herein, to the extent permittedby the American Jobs Creation Act of 2004 (the “Act”) and Code Section 409Aand the regulations promulgated thereunder, Participants shall be offered aone-time, irrevocable election to receive all or a percentage of their May31, 2006, vested account balance under the Plan (plus earning and lossesthereon) in July 2007, rather than at such other date as is required by thisSection 5 (e.g. retirement or termination of employment). If elected, suchdistribution shall be made in one-lump sum payment. The election periodshall commence on or about June 10, 2006, and end on June 30, 2006. If theParticipant fails to make an election under this subsection (d) by June 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. 3. Effective as of January 1, 2005, Section 6(f) is hereby amended by adding thefollowing to the end thereof:In addition, during the 2005 enrollment period that occurred in December2004, a Participant was required to elect the form of distribution for allcontributions made to the Plan prior to January 1, 2005. The availabledistribution options were a single lump sum and annual installments of up to10 years. This was a one-time, irrevocable distribution election. If theParticipant failed to make an election under this subsection (f), payment ofsuch pre-2005 contributions (plus earnings and losses thereon) would be madein the form of a single lump sum. 4. 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