EXHIBIT 10.4FIRST AMENDMENT TO THETRW AUTOMOTIVE DEFERRED COMPENSATION PLAN          TRW Automotive U.S. LLC (the “Company”) hereby adopts this First 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 modify the election rules and procedures under the Plan to comply withthe American Jobs Creation Act of 2004, effective as of January 1, 2005.C. The Company desires to amend the Plan to change the default investment election under the Planfrom the Applicable Federal Long Term Rate to the Fidelity Managed Income Portfolio, effective asof July 1, 2004.D. The Company desires to amend the Plan to reflect the appointment of Fidelity Investments as thenew recordkeeper for the Plan, effective as of July 1, 2004.NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 1.17 is amended to include the following sentence at the end thereof:    Notwithstanding anything to the contrary herein, effective January 1, 2005, a participantshall be deemed to have a “Financial Hardship”, if he experiences an “unforeseeableemergency”, as defined by Section 409A of the Code and regulations promulgated thereunder.  2. Section 1.20 is amended to include the following sentence at the end thereof:    Effective January 1, 2005, the applicable long-term federal rate generally is not availableas an investment option under the Plan.  3. Effective as of July 1, 2004, Section 3.1(b)(iii) is hereby amended in it’s entiretyto read as follows:
 

 
(iii) the Investment Fund Returns and/or Interest Rate to be credited to the Participant’sentire Sub-Account applicable to the payout year, or, if the deferred amount is to be paidout following retirement, the entire Retirement Payment Sub-Account (if the EligibleEmployee does not specify such matters, 100% of the amount deferred for such fiscal yearand all amounts in the applicable Sub-Account with the same payout year, or the RetirementPayment Sub-Account, as the case may be, shall be invested in the Fidelity Managed IncomePortfolio or such other investment fund as the Investment Committee of the Company shallspecify from time to time). 4. Effective as of January 1, 2005, Section 3.1(c) is hereby amended by replacing thedate “September 30” with the date “July 1” where it appears therein.  5. Effective as of January 1, 2005, Section 3.3(a) is hereby amended by replacing thedate “October 1” with the date “July 1” where it appears in the first sentence thereof andby replacing the date “February 1” with the date “July 1” where it appears in the lastsentence thereof.  6. Section 4.5 is hereby amended by adding the phrase “to the extent approved by theCommittee for any year” at the end of the sentence “For new allocations of DeferredCompensation deferred to a Participant’s Account in the month of February, Investment FundReturns and Interest will be credited retroactive to February 1” where it appears therein.  7. Section 5.1 is hereby amended, effective January 1, 2005, to add the following newsubsections (i) and (j) to the end thereof:(i) Notwithstanding anything to the contrary herein, to the extent required by the AmericanJobs Creation Act of 2004 and Code Section 409A with respect of amounts earned or vestedunder the Plan in any plan year beginning on or after January 1, 2005, a participant mustelect the form in which such amounts shall be paid upon retirement in the year immediatelypreceding the plan year in which services are performed. Except as otherwise provided inapplicable Treasury Regulations, any such election shall be irrevocable. If theParticipant fails to make an election under this subsection (i), payment shall be made inthe form of a single sum.(j) Notwithstanding anything to the contrary herein, to the extent required by the AmericanJobs Creation Act of 2004 and Code Section 409A, distribution to a participant who is a“key employee” must be delayed at least 6 months after the last day worked.
 

 
 8. Section 5.4 is hereby amended, effective January 1, 2005, to add the following newsentence to the end thereof:    Provided, however, that to the extent required by the American Jobs Creation Act of 2004and Code Section 409A, distribution to a participant who is a “key employee” must bedelayed at least 6 months after the last day worked.  9. Effective as of July 1, 2004, the Plan is hereby amended by replacing all referencesto Putnam Fiduciary Trust Company or Putnam with references to Fidelity Investments orFidelity.EXECUTED this 18th day of November, 2004.      TRW Automotive U.S. LLC