Amendment to Employment Agreement of Named Executive Officer

Effective January 12, 2009, the applicable subsidiaries of the Company and Steven Lunn, the Company's Executive Vice President and Chief Operating Officer, entered into an amendment to Mr. Lunn's existing employment agreement to conform the definition of "Change in Control" to the definition in Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and related guidance promulgated thereunder.

This description of the employment agreement amendment is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1.

(d) Exhibits (filed herewith)

  Exhibit No.                                   Description

       10 .1      Second Amendment to Employment Agreement, dated January 12, 2009, among
                  TRW Automotive Inc., TRW Limited and Steven Lunn