Benefits Equalization Plan

Exhibit 10(e)


TRW BENEFITS EQUALIZATION PLAN

Amended and Restated

Effective October 23, 2002

1. Purpose. The purpose of the TRW Benefits Equalization Plan (" BEP" ), as amended and restated effective October 23, 2002, is to provide supplemental retirement and death benefits to those management and highly-compensated employees of TRW Inc. and its subsidiaries (" TRW" ) whose benefits under the TRW Employee Stock Ownership and Savings Plan (the " Stock Savings Plan" ) are limited by reason of:

a. the limitations on compensation under a7401(a)(17) of the Internal Revenue Code of 1986 (" Code" );

b. the dollar limitations on elective deferrals under Code a7402(g)(1);

c. the limitations on the amount that TRW can contribute as " TRW Matching Contributions" as defined under the Stock Savings Plan without exceeding the amount provided by Code a7415(c)(1)(A); and

d. the exclusion of compensation otherwise included as " Compensation" under the Stock Savings Plan due to the fact that (i) such compensation was deferred under the provisions of the TRW Inc. Deferred Compensation Plan (" DC Plan" ) rather than received or (ii) a determination was made by TRW that such inclusion could violate the regulations under Code a7401(a)(4).

The BEP is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act (" ERISA" ) and is designed to provide benefits, which mirror the provisions of the Stock Savings Plan but cannot be paid from the Stock Savings Plan because of certain Code limitations.

2. Eligibility. An employee who is employed at Operational Incentive Plan (" OIP" ) Level III or above during a calendar year or whose base pay and other compensation paid or deferred in a calendar year exceeds the compensation limitations of Code a7401(a)(17) for such year will be eligible to participate in the BEP for the immediately following calendar year provided he or she is otherwise eligible, and has elected, to participate in the Stock Savings Plan and has timely elected to participate in the BEP. An employee who has timely elected to participate in the BEP will continue to be eligible to participate in subsequent years even if the employee ceases to be employed at OIP Level III or higher or ceases to have compensation in excess of the compensation limit of Code a7401(a)(17), subject to a determination by the Committee or its delegate that the employee' s participation must cease in order to preserve the BEP' s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. An employee who fails to timely elect to participate in the BEP upon becoming eligible will cease to be eligible to participate in the BEP if his or her base pay and bonus paid (or deferred) falls below the compensation limit of Code a7401(a)(17) or if he or she ceases to be employed at OIP Level III or above.


3. Accounts.

a. An account (" Account" ) shall be established in the name of each eligible employee who has timely elected to participate (a " Participant" ) into which shall be credited the following amounts:

i. that percentage of the Participant' s current compensation which the Participant elected to contribute to the Stock Savings Plan as " Before-Tax Contributions" and that percentage of the Participant' s current compensation which the Company would have contributed to the Stock Savings Plan as " TRW Matching Contributions" (both terms as defined under the Stock Savings Plan) to the extent that such amounts cannot be contributed to the Stock Savings Plan due to any of the reasons identified in Section 1; provided: (A) for a Participant who is eligible to make an additional Before-Tax Contribution to the Stock Savings Plan pursuant to Code a7414(v), in determining the amount that may be contributed to the Stock Savings Plan (for purposes of applying this Section 3.a.i), the dollar limitation on elective deferrals under Code a7402(g)(1) shall be increased by the " applicable dollar amount" for the year as defined under Code a7414(v)(2)(B); (B) the percentage of the Participant' s compensation credited to the Account, when combined with the percentage elected under the Stock Savings Plan, may not at any time be greater than that amount of " Before-Tax Contributions" which the Participant would be permitted to contribute, as a highly-compensated Participant, to the Stock Savings Plan without regard to the above-referenced limitations; and (C) the TRW Matching Contributions credited to the Account shall be reduced by any amounts actually contributed for the Participant by the Company to the Stock Savings Plan as TRW Matching Contributions; plus

ii. investment performance on a daily basis on the amounts credited under Section 3.a.i. above in accordance with the Participant' s election as provided in Section 4 below; provided, however that interest and dividend performance under PIMCO Total Return Fund and PRIMCO Stable Value fund will be accrued daily and credited monthly.

b. The Participant' s annual election to participate in the BEP by having his Account credited as provided in Section 3.a. shall be filed with Putnam Fiduciary Trust Company (" Putnam" ) in a prescribed manner and shall be filed at such time as the Committee may specify, but in all cases prior to the time such compensation is to be earned by the Participant. No changes in the percentage of compensation credited to the Account shall be made ...