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RECITALS
    1.
    
    The first sentence of Section 2.01(i) is amended in its entirety to read as follows:Earnings means the sum of (a) the Base Salary received in the twelve (12) month
period preceding the Participants termination of employment, but not less than $1,350,000,
and (b) the average of the Annual Bonuses earned with respect to the four (4) completed
fiscal years among the eight (8) completed fiscal years immediately preceding the
Participants termination of employment that produces the highest such average, but not
less than $650,000.2.
    
    Exhibit A to the Plan is amended in its entirety, as set forth in Exhibit A attached
hereto.3.
    
    No Other Amendments; Effectiveness. Except as set forth in this First
Amendment, the Plan is ratified and confirmed in all respects. This First Amendment shall
be effective as of the date hereof.4.
    
    Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts of laws
principles thereof.
  TRW Automotive Inc.By:
    
    /s/ David L. BialoskyDavid L. Bialosky
Executive Vice President
General Counsel and Secretary
  John C. Plant/s/ John C. Plant




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a
    
    Normal Retirement age under Plan Provisions
    
    
    
    
    
    
    57 1/2b
    
    Actual age of retirement
    
    
    
    
    
    
    61Calculate accrued annual gross Plan benefit at age 61Base Salary in prior year
    
    $
    2,094,000Annual Bonus in prior year
    
    
    200
    %
    
    $
    4,188,000Annual Bonus in second prior year
    
    
    150
    %
    
    $
    3,019,500Annual Bonus in third prior year
    
    
    200
    %
    
    $
    3,872,000Annual Bonus in fourth prior year
    
    
    250
    %
    
    $
    4,655,000Annual Bonus in fifth prior year
    
    
    200
    %
    
    $
    3,580,000Annual Bonus in sixth prior year
    
    
    150
    %
    
    $
    2,581,500Annual Bonus in seventh prior year
    
    
    250
    %
    
    $
    4,137,500Annual Bonus in eighth prior year
    
    
    200
    %
    
    $
    3,182,000Earnings to apply in gross benefit formula
    
    
    
    
    
    $
    6,307,125Years of Pensionable Employment at age 61
    
    
    
    
    
    
    37c
    
    Annual gross Plan benefit, payable for life commencing at 61**
    
    
    
    
    
    $
    3,467,600Calculate accrued annual UK Scheme accrued benefit at age 61Base pay in prior year
    
    $
    2,094,00010% of base pay in prior year
    
    $
    209,40010% of base pay in second prior year
    
    $
    201,30010% of base pay in third prior year
    
    $
    193,60010% of base pay in fourth prior year
    
    $
    186,20010% of base pay in fifth prior year
    
    $
    179,000Average pay to apply in UK Scheme benefit formula
    
    
    
    
    
    $
    2,287,900d
    
    Annual UK Scheme accrued benefit*
    
    
    
    
    
    $
    1,525,300e
    
    Life annuity equivalent to UK Scheme accrued benefit
    
    
    
    
    
    $
    1,605,600f
    
    Annual net Plan benefit, payable for
life commencing at 61 = c - e**
    
    
    
    
    
    $
    1,862,000g
    
    Present value at age 61, of $1 per year payable for life commencing at
age 61, based on assumptions specified in Plan document***
    
    
    
    
    
    
    11.8451h
    
    Lump sum value at age 61, = f x g**
    
    
    
    
    
    $
    22,055,576
 
 *
    
    Payable as a joint and survivor annuity. For purposes of this Exhibit A only, future UK cost
of living assumptions have been factored at a zero percent rate. The actual amount of
the offset calculated under Section 2.01 (a) (5) would be increased assuming an
inflationary environment.**
    
    A portion of this benefit will be payable from the US Qualified Plan***
    
    According to the Plan, lump sum values are determined in accordance with assumptions used
by the US Qualified Plan for lump determinations which, in turn, are based on
statutory minimum assumptions that vary with interest rates from year to year.