The amendments extend the term of each officers agreement to December 31, 2011, and continue to provide for automatic one-year renewals of the term beyond such date unless timely notice is provided by either party

Exhibit 10.2

		TRW Automotive
		12001 Tech Center Drive
		Livonia, MI 48150

18 September 2008

Mr. Michael R. Gambrell
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674

STRICTLY PRIVATE AND CONFIDENTIAL

Dear Mike:

This letter confirms the offer for appointment as a member of the Board of Directors of TRW Automotive Holdings Corp. and TRW Automotive Inc. Your term would begin following approval of your nomination by the full Board on November 12^th. You have already received a copy of the Board schedule for 2009.

Compensation

Our compensation arrangement for independent directors is as follows:

Annual Cash Retainer: Directors will be paid a cash retainer of $50,000 per year.

Meeting Fees: Directors will be paid a fee of $1,500 per meeting attended.

Expenses: The Company will reimburse you for reasonable out-of-pocket expenses for attendance at Board meetings pursuant to the Company’s Travel Policy.

Annual RSU Grant: You will receive an annual grant of restricted stock units that will add a significant equity-based component to your compensation. The number of such units granted to each independent director in 2007 and 2008 was 2,500 and 3,500, respectively. The Compensation Committee is expected to re-examine the equity award in 2009.

Share Ownership Guidelines: The Company’s share ownership guideline for Directors is 8,000 shares. This can be accumulated over a five-year period.

Directors and Officers Insurance

The Company has a Directors and Officers insurance policy in place. A chart explaining this policy has previously been provided to you.

Confidential Information Agreement.

Because of the sensitivity of the information to which you have or will have access, we ask that you

Mr. Michael R. Gambrell
Page 2 of 3

execute a Confidential Information Agreement similar to that executed by all Company employees at the time of their employment. A copy is enclosed. Please sign it and send it to Dave Bialosky.

Mike, we think your years of experience at Dow, one of the world’s leading manufacturers of chemical, plastic and agricultural products, will enable you to make a strong contribution to the future prosperity of TRW Automotive. We are looking forward to your joining the Board.

Sincerely,

/s/ John C. Plant

John C. Plant
President and Chief Executive Officer

Enclosure