Second Amendment to John C. Plant Executive Supplemental Retirement Plan (TRW Automotive Inc.)

Summary

TRW Automotive Inc. and its CEO, John C. Plant, have amended the Executive Supplemental Retirement Plan originally established for Mr. Plant. The amendment changes how certain retirement benefits are calculated, specifying that benefits under the UK Scheme will be determined without considering postretirement cost-of-living inflation adjustments. All other terms of the plan remain unchanged. This amendment is effective as of November 27, 2006, and is governed by New York law.

EX-10.54 4 k12376exv10w54.htm SECOND AMENDMENT DATED AS OF 11/27/06 TO EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN exv10w54

EXHIBIT 10.54

SECOND AMENDMENT TO THE

JOHN C. PLANT SUPPLEMENTAL RETIREMENT PLAN

TRW Automotive Inc. (the “Company”) hereby adopts this Second Amendment to the Executive Supplemental Retirement Plan (the “Second Amendment”) established for John C. Plant (effective as of February 28, 2003) as amended through the date hereof (the “Plan”).

RECITALS

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

B. The Company desires to amend the Plan to provide that for purposes of the reduction described in Section 2.01(a)(5) of the Plan, the benefits Executive is entitled to receive under the UK Scheme shall be determined without regard to any postretirement cost-of-living inflation adjustments.

NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof, as follows:

Section 2.01(a) is amended by eliminating the following sentences:

“Specifically for purposes of reflecting that benefits paid under the UK Scheme are indexed with inflation, the amount calculated under Section 2.01(a)(5) shall be determined on the basis of the following assumptions:

(i) Rate(s) of future pension indexation assumed in the most recent actuarial valuation of the UK Scheme; and

(ii) Rates of mortality and interest prescribed in the US Qualified Plan for purposes of determining amounts of monthly payment options.”

and by replacing such sentences with the following:

“Notwithstanding anything to the contrary herein, the amount calculated under Section 2.01 (a)(5) shall be determined without regard to any postretirement cost-of-living inflation adjustments to the benefits payable under the UK Scheme.”

Exhibit A. Exhibit A to the Plan is replaced with Exhibit A to this Second Amendment.

	3.		No Other Amendments; Effectiveness. Except as set forth in this Second Amendment, the Plan is ratified and confirmed in all respects. This Second Amendment shall be effective as of the date hereof

	4.		Governing Law. This Second 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 27^th day of November, 2006.


		TRW Automotive Inc.

		By: Its:		/s/ David L. Bialosky EVP and General Counsel


		PARTICIPANT

		By:		/s/ John C. Plant

				John C. Plant