Key Executive Life Insurance Plan

Exhibit 10(z)

TRW INC.

KEY EXECUTIVE LIFE INSURANCE PLAN

(Amended and Restated as of February 28, 2002)

1. Purpose The purpose of the TRW Inc. Key Executive Life Insurance Plan (the " Plan" ) is to create a plan under which TRW Inc. (" TRW" ) can assist certain of its Executives and those of its subsidiaries and affiliates in acquiring life insurance coverage. 2. Definitions For purposes of this Plan, the following terms have the meanings set forth below:

2.01 Agreement means the Agreement executed by a Participant implementing the terms of this Plan. 2.02 Alternative Death Benefit Amount means, with respect to a Participant, an amount which, after subtracting any TRW federal, state, and local income tax savings resulting from the deductibility of the payment for corporate tax purposes, is equal to the Participant' s Coverage Amount. The Alternative Death Benefit Amount shall be determined at the time the payment is to be made, based on TRW' s federal, state and local income tax rate (calculated at the highest marginal tax rate then applicable to TRW but net of any federal deduction for state and local taxes) at the time of the payment, and shall be determined by TRW. 2.03 Assignee means that person or entity to whom the Participant has assigned his interest in the Policy by designating such Assignee on forms provided by TRW. If the Participant' s Policy is a Survivorship Policy and if the Participant has not specifically designated an Assignee, then, after the Participant' s death, if the Co-insured survives, the Assignee shall be that person or entity who succeeds to the Participant' s interest in the Participant' s Policy after the death of the Participant.


2.04 Change in Control means a Change in Control of TRW, as such term is defined in resolutions adopted by the Committee on February 28, 2002. 2.05 Co-Insured means the individual designated by the Participant pursuant to Section 4 as a co-insured under a Survivorship Policy issued pursuant to the Plan. 2.06 Committee means the Compensation Committee of the Directors of TRW. 2.07 Coverage Amount means the insurance death benefit amount indicated in the Participant' s Agreement. 2.08 Effective Date means February 7, 1996. 2.09 Eligible Position means a position reporting directly to the Chief Executive Officer or a position designated as an Eligible Position by the Chairman of TRW. 2.10 Executive means an employee of TRW (or of any subsidiary or affiliate of TRW which is designated by the Plan Administrator to participate in this Plan) who the Plan Administrator determines is eligible to participate in the Plan. 2.11 Insurer means, with respect to a Participant' s Policy, the insurance company issuing the Policy on the Participant' s life (or on the lives of the Participant and a Co-insured, if a Survivorship Policy is used) pursuant to the provisions of the Plan. 2.12 Participant means an eligible Executive who elects to participate in the Plan. 2.13 Permanent Policy means a Participant' s Policy which is projected to have Policy cash values at least equal to the Participant' s Coverage Amount when the Participant reaches age 95 or, in the case of a Survivorship policy, the younger insured reaches age 100 (the Maturity Date), and Policy death benefits equal to at least 175% of the Participant' s Coverage Amount at all times to the Maturity Date, considering premiums paid prior to the time the determination is made, as well as future projected premiums. The determination shall be made by TRW based on projections provided by the Insurer or its agent. Projections shall be based on then current mortality charges and the lower of: (i) the dividend or interest crediting rate applicable

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to the Policy at the time the determination is made, or (ii) the monthly average of the applicable Policy dividend or interest crediting rate for the thirty-six (36) months immediately preceding the time of determination (or the monthly average for such shorter period as data is available, if it is not available for the full thirty-six (36) months). 2.14 Plan Administrator means with respect to a member of the Management Committee of TRW, the Committee. For all other Executives, the Plan Administrator means the Chief Executive Officer of TRW. 2.15 Policy means the life insurance coverage acquired on the life of the Participant (or on the lives of the Participant and a Co-insured, in the case of a Survivorship Policy) by the owner of the Policy. 2.16 Policy Surrender Value means, with respect to a Participant' s Policy, the actual cash surrender value of the Policy, net of any applicable surrender charges, which would be available upon a complete surrender of the Policy. 2.17 Premium means, with respect to a Participant' s Policy, the amount paid to the Insurer with respect to a Participant' s Policy. 2.18 Survivorship Policy means a Policy insuring the lives of the Participant and a Co-insured, with the death benefit payable at the death of the last survivor of the Participant and the Co-insured. 2.19 Terminated for Cause means a determination made by the Directors of TRW, at a hearing which the Participant may attend, that a Participant has been terminated for cause, as that term is defined in any written employment agreement existing between TRW (or any subsidiary or affiliate of TRW) and the Participant; absent any such agreement, or absent a definition of the term in the agreement, the term shall mean the termination of the Participant' s employment with TRW (or any subsidiary or affiliate of TRW) due to: (i) fraud, misappropriation or intentional material damage to the property or business of TRW (or any subsidiary or affiliate of TRW); (ii) commission of a felony; or (iii) continuance of either willful and repeated failure or grossly negligent and repeated failure by the Participant to perform his duties. 2.20 Vested Executive means an Executive who is age 55 or older, who has five or more Years of Service and who has been in an Eligible

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Position for at least three years; provided, that in the sole discretion of, and by written action of, the Plan Administrator, an Executive who is not age 55, who has fewer than five Years of Service and/or who has not been in an Eligible Position for at least three years may be designated a Vested Executive for the limited purpose of this Plan. Notwithstanding the foregoing, an Executive will not be treated as a Vested Executive if the Executive is Terminated for Cause. 2.21 Year of Service shall have the definition specified in the TRW Salaried Pension Plan, but shall in any case include any period of time during which a Participant is receiving benefits under TRW' s Long Term Disability Plan or is on an approved medical leave.

3. Eligibility and Coverage Amount The eligibility of an Executive, as well as the applicable Coverage Amount, will be determined by the Plan Administrator. If, during the insurance application and underwriting process, it is determined that the Executive' s health is such that the cost of the insurance would be prohibitive, the Plan Administrator may, in its sole discretion, determine that the Executive will not be eligible to participate in the Plan, provide a reduced Coverage Amount, or take any other action it deems appropriate. 4. Type of Coverage A Participant may elect single life coverage on the Participant' s life, or survivorship coverage on the joint lives of the Participant and any other person (subject to any requirements imposed by the Insurer with respect to the person(s) who may be designated as a Co-Insured). Once elected by the Participant, the type of coverage and the Co-Insured cannot be changed without the consent of the Plan Administrator. 5. Payment of Premiums

5.01 TRW Payments. Subject to Sections 7.01, 7.02, 12.01 and 12.02, TRW shall pay all Policy Premiums necessary to maintain the Policy death benefit at a level at least equal to the Participant' s Coverage Amount. 5.02 Participant Payments. Unless otherwise provided in a Participant' s Agreement, a Participant shall not be required to pay any portion of the Premium due on the Participant' s Policy.

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6. Policy Ownership

6.01 Ownership. TRW shall be the owner of a Participant' s Policy and shall be entitled to exercise the rights of ownership, except that the following rights shall be exercisable by the Participant (or Assignee): (i) the right to designate the beneficiary or beneficiaries to receive payment of the portion of the death benefit under the Participant' s Policy equal to the Coverage Amount; and (ii) the right to assign any part or all of the Participant' s rights under the Policy to any person, entity or trust by the execution of a written instrument prescribed by TRW which is delivered to TRW. Also, except as provided in Section 7, TRW shall not borrow from, hypothecate, surrender in whole or in part, cancel, or in any other manner encumber a Participant' s Policy without the prior written consent of the Participant' s Assignee or, if there is no Assignee, the Participant. 6.02 Possession of Policy. TRW shall keep possession of the Poli ...