First Amendment dated July 28, 2006 to Executive Supplemental Retirement Plan

EXHIBIT 10.2

FIRST AMENDMENT TO THE

TRW AUTOMOTIVE INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
(EFFECTIVE DATE: FEBRUARY 28, 2003)

          TRW Automotive Inc. (the “Company”) hereby adopts this First Amendment to the TRW Automotive Inc. Executive Supplemental Retirement Plan (Effective Date: February 28, 2003) (the “Plan”) established for John C. Plant.

RECITALS

A. The Company adopted and maintains the Plan for the benefit of John C. Plant, its Chief Executive Officer.

B. The Company desires to modify the definition of Earnings considered in the determination of benefits under the Plan in accordance with an agreement between Mr. Plant, the Company and TRW Limited dated as of the date hereof.

NOW, THEREFORE, the Plan is hereby amended, effective immediately upon execution of this First Amendment by the Company and Mr. Plant, as follows:

	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.

EXECUTED this 28th day of July, 2006.

		TRW Automotive Inc.
		By:		/s/ David L. Bialosky
				David L. Bialosky Executive Vice President General Counsel and Secretary

EXECUTED this 28th day of July, 2006.

		John C. Plant
		/s/ John C. Plant

Exhibit A

The following example is hypothetical and intended to illustrate Plan arithmetic. Actual benefits and lump sums under the Plan will depend on the timing and circumstances of Mr. Plant’s retirement, and on his compensation history at that date. The illustration is based on the assumption that Mr. Plant’s Base Salary will increase at a rate approximating 4% per year, and that the Annual Bonus earned in a given year will vary by 150%, 200% or 250% of Base Salary as indicated below.

a		Normal Retirement age under Plan Provisions											57 1/2
b		Actual age of retirement											61
		Calculate accrued annual gross Plan benefit at age 61
		Base Salary in prior year						$	2,094,000
		Annual Bonus in prior year			200	%		$	4,188,000
		Annual Bonus in second prior year			150	%		$	3,019,500
		Annual Bonus in third prior year			200	%		$	3,872,000
		Annual Bonus in fourth prior year			250	%		$	4,655,000
		Annual Bonus in fifth prior year			200	%		$	3,580,000
		Annual Bonus in sixth prior year			150	%		$	2,581,500
		Annual Bonus in seventh prior year			250	%		$	4,137,500
		Annual Bonus in eighth prior year			200	%		$	3,182,000
		Earnings to apply in gross benefit formula										$	6,307,125
		Years of Pensionable Employment at age 61											37
c		Annual gross Plan benefit, payable for life commencing at 61**										$	3,467,600
		Calculate accrued annual UK Scheme accrued benefit at age 61
		Base pay in prior year						$	2,094,000
		10% of base pay in prior year						$	209,400
		10% of base pay in second prior year						$	201,300
		10% of base pay in third prior year						$	193,600
		10% of base pay in fourth prior year						$	186,200
		10% of base pay in fifth prior year						$	179,000
		Average pay to apply in UK Scheme benefit formula										$	2,287,900
d		Annual UK Scheme accrued benefit*										$	1,525,300
e		Life annuity equivalent to UK Scheme accrued benefit										$	1,605,600
f		Annual net Plan benefit, payable for life commencing at 61 = c - e**										$	1,862,000
g		Present value at age 61, of $1 per year payable for life commencing at age 61, based on assumptions specified in Plan document***											11.8451
h		Lump sum value at age 61, = f x g**										$	22,055,576