Compensation Committee

PURPOSE

The Compensation Committee's (the "Committee") purpose shall be to have direct responsibility for those duties and responsibilities set forth in Section IV of this Charter, as well as any other duties and responsibilities delegated to the Committee by the Board of Directors of TRW Automotive Holdings Corp. ("TRW Automotive") from time to time.

STRUCTURE AND OPERATIONS

Composition and Qualifications
The Committee shall be comprised of at least two directors appointed by the Board of Directors. At any time that the Company ceases to be a controlled company under the rules of the New York Stock Exchange (the "Effective Time"), at least one Committee member must meet any then applicable independence requirements and must have such additional qualifications and experience as may from time to time be required by the Securities Exchange Act of 1934 or the New York Stock Exchange ("NYSE") or any other applicable rules and standards of the Securities and Exchange Commission ("SEC") or other applicable regulatory bodies (the "Independence Requirements"). Within 90 days after the Effective Time, a majority of the members of the Committee must meet the Independence Requirements. Within one year of the Effective Time, all members of the Committee must meet the Independence Requirements.

Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairman
Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings (with input from Committee members and in consultation with management).

Delegation
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee. The Committee may delegate to the CEO the authority to (i) determine the non-executive officers and other employees of TRW Automotive and its subsidiaries to whom stock option and restricted stock units may be granted, and the amount of such grants, under such of TRW Automotive's incentive compensation or other equity-based plans as the Committee deems appropriate, and (ii) make stock option and restricted stock unit grants to selected individuals who may be new hires or otherwise (provided that none of the executive officers of TRW Automotive may receive any such grants), under such of TRW Automotive's incentive compensation or other equity-based plans as the Committee deems appropriate, in each case in accordance with the terms of such plans and subject to the limitations established by the Committee. Such determinations and grants will be reported to the Committee on a quarterly basis.

MEETINGS AND ACTION BY WRITTEN CONSENT

The Committee shall meet as frequently as it deems advisable or may, in the alternative and in its discretion, act solely by written consent as expressly provided for under Delaware law. The Chairman of the Board or any member of the Committee may call meetings of the Committee.

A quorum of the Committee shall be declared when a simple majority of the appointed members of the Committee are in attendance. Notice of the meetings shall typically be provided at least five days in advance, but less notice may be provided as circumstances dictate.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO and any other corporate officers, as it deems appropriate. However, in all cases such officers shall not be present at any meetings at which their performance and compensation are being discussed and determined. All meetings of the Committee may be held telephonically.

All independent directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of TRW Automotive or such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

RESPONSIBILITIES AND DUTIES

The following functions shall be the common recurring activities of the Committee. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time.

The Committee, in discharging its duties and responsibilities, shall have authority to retain outside counsel, compensation consultants or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention. TRW Automotive shall provide funding for such fees.

1. Establish and review the overall compensation philosophy of the corporation.


2. Review and approve corporate goals and objectives relevant to the CEO and other executive officers' compensation, including annual performance objectives.


3. Evaluate the performance of the CEO and other executive officers in light of these goals and objectives and, based on such evaluation, determine and approve, as a committee, the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO and other executive officers.


4. In connection with executive compensation programs:


1. Review and recommend to the full Board of Directors, or approve, new executive compensation programs;


2. Review on a periodic basis the operations of TRW Automotive's executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s);


3. Establish and periodically review policies for the administration of executive compensation programs; and


4. Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.


5. Establish and periodically review policies in the area of senior management perquisites.


6. Review periodically with senior management the status of independent director compensation relative to comparable companies. Any changes to director compensation shall arise from recommendations of the Committee, with full discussion and concurrence by the Board of Directors.


7. Review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of TRW Automotive, including consulting arrangements, employment contracts, severance or termination arrangements and loans to employees made or guaranteed by TRW Automotive.

Monitoring Incentive and Equity-Based Compensation Plans


8. Review and make recommendations to the Board of Directors with respect to TRW Automotive's incentive-compensation plans and equity-based plans.


9. Review and approve all equity compensation plans of TRW Automotive that are not otherwise subject to the approval of TRW Automotive's shareholders.


10. Monitor compliance by executives with the rules and guidelines of TRW Automotive's equity-based plans.


11. Oversee, interpret and make grants and awards under TRW Automotive's incentive compensation plans and equity-based plans, including amendments to the awards made under any such plans, and review awards under such plans.

Reports


12. Review and discuss with management the Compensation Discussion and Analysis (the "CD&A") to be included in TRW Automotive's proxy statement and determine whether to recommend to the Board of Directors that the CD&A be included in the proxy statement and provide the Compensation Committee Report for inclusion in the proxy statement in accordance with applicable rules and regulations of the NYSE, SEC and other applicable regulatory bodies.


13. Report regularly to the Board of Directors (i) following meetings or actions by written consent of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.


14. Keep minutes of the meetings of, and records of other actions by, the Committee.

ANNUAL PERFORMANCE EVALUATION

The Committee shall perform a review and evaluation, at least annually, possibly via a self-evaluation, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

As Amended Effective February 19, 2009

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