0000950152-01-500340 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories • Ohio

AGREEMENT, made and entered into as of the Effective Date by and between TRW Inc., an Ohio corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and David M. Cote (the “Executive”).

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Non-U.S. Long-Term Restricted Stock Agreement
non-u.s. Long-Term Restricted Stock Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories
February 8, 2001
Consulting Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories

This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of Joseph T. Gorman as a consultant to TRW. The terms and conditions attached as Exhibit 1 also apply fully to the engagement and, together with this letter, constitute our “Agreement.”

364-DAY AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 23, 2001 among TRW INC. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto and THE CHASE MANHATTAN BANK, as Administrative Agent SALOMON SMITH BARNEY INC., as Syndication...
Credit Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories • New York

2001, among TRW INC., the BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS from time to time party hereto, THE CHASE MANHATTAN BANK, as Administrative Agent and SALOMON SMITH BARNEY INC., as Syndication Agent.

TERMS AND CONDITIONS
u.s. Long-Term Restricted Stock Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories
AMENDMENT NO. 1 TO SERVICE AGREEMENT
Service Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories

This Amendment No. 1 (“Amendment”) entered into as of this 15th day of February, 2000, between and among LucasVarity Limited, a private limited company registered in England and Wales (formerly known as LucasVarity plc) (the “Company”), TRW Inc., an Ohio corporation (the “Parent”), and John Charles Plant (the “Executive”).

February 21, 2001
Renewal Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories

In accordance with the terms of the letter between you and TRW Inc., dated September 18, 1997 (the “Initial Agreement”), a copy of which is attached as Exhibit A hereto, this letter confirms our mutual agreement to renew the Initial Agreement for a period of twelve months (as renewed, the “Agreement”). The Agreement will become effective on January 1, 2001 and will terminate on December 31, 2001. The terms and conditions of the Agreement shall otherwise remain as set forth in the Initial Agreement.

DATED 17 April 1997 Lucas Limited and LucasVarity plc and JOHN CHARLES PLANT
Service Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories
February 8, 2001
Retirement Agreement • March 13th, 2001 • TRW Inc • Motor vehicle parts & accessories • Ohio

This letter sets forth our agreement regarding the terms and conditions of your retirement from TRW. Please review it carefully to make sure we are in complete agreement.

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