Conflicts of Interest

Policy Statement

Policy Statement No. 5
Conflicts of Interest
(Rev. 1 - June 12, 2003)

Conflicts of Interest

TRW Automotive Inc. (the "Company") and its predecessors have had a long-established policy which requires that all employees avoid any situation that does or may involve a conflict between their personal interests and the interests of the Company. As used herein, "TRW Automotive" means the Company and its subsidiaries. This policy applies to all employees of the Company and its subsidiaries.

The Company does not intend to interfere with the rights of employees to engage in outside business or other activities that do not conflict with their obligations to the Company. The Company, however, is entitled to an employee's undivided loyalty. This loyalty may be compromised when an employee's outside activities give rise to a possibility that the employee's personal interests will influence his or her actions for or on behalf of the Company.

It is the responsibility of each employee to recognize and avoid any situation involving a conflict of interest. Employees are expected to promptly disclose a potential conflict of interest to their supervisor to allow any conflict to be worked out before it develops into a problem. For the information and guidance of employees, this statement has been prepared to set forth the position of the Company with respect to certain typical conflict of interest situations. To attempt to be too specific involves the risk of restricting the application of the policy. However, there are obvious situations which most certainly can result in a conflict of interest. The following are examples of situations that would be regarded as being inconsistent with the duties of employees and contrary to

Company policy:

1. Outside work for, or being a director, officer, employee or agent of, a present or prospective competitor, customer, supplier, partner or licensee without the prior written permission of the Chief Executive Officer, Chief Operating Officer or the Corporate Staff Vice President to which the employee ultimately reports.


2. Any outside activity which lessens the impartiality, good judgment, effectiveness or productivity expected from employees in their jobs.


3. Any stock or other financial interest held by an employee or an immediate family member in any present or prospective competitor, or in any present or prospective customer, supplier, partner or licensee with whom the employee deals in his or her employment - or makes recommendations with respect to such dealings or passes judgment upon them. (An insubstantial interest in a publicly held entity is not objectionable if that entity's present or prospective business with TRW Automotive or its present or prospective business competition with TRW Automotive is not material to such entity. The determination of whether an interest is insubstantial will be based on the facts and circumstances of each case, including, for example, the size of the interest relative to the employee's net worth, the market capitalization of the competitor, customer, supplier, partner or licensee, and the nature of the employee's relationship with the entity in which he or she holds an interest.) An investment in a mutual fund where the employee lacks any investment authority with respect to specific stocks, normally, would not create a conflict of interest.


4. Investment or speculation in equipment, real estate, materials or other property purchased or sold by TRW Automotive or the purchase or sale of which is contemplated by TRW Automotive or taking advantage of other corporate opportunities for the individual's personal profit.


5. Purchases or sales of the stock or other securities of, or rendering services for, any entity, the acquisition of which by the Company is being considered, negotiated or consummated, whether or not the terms or details of the transaction have been made public.

Other activities that would be regarded as unethical and contrary to Company policy would include the following:

1. Borrowings by an employee or members of the employee's family from present or prospective competitors, customers, suppliers, partners or licensees. Borrowings from banks or other recognized financial institutions with whom the Company maintains business relationships, or borrowings by a family member against an employee benefit plan offered by such family member's employer, are, of course, not objectionable.


2. The divulging of confidential information of TRW Automotive to unauthorized outsiders, whether through participation in professional or civic organizations or otherwise.


3. Purchases of stock or other securities of any entity with whom TRW Automotive does business when such purchases occur in a so-called "friends and family" or similar offering, whereby persons are selected by the entity issuing stock to have the opportunity to make such purchases in a private or public offering. If any employee is invited to participate in such an offering and believes that such participation is based solely on a personal relationship, the employee should obtain prior approval from the Law Department before participating in the offering.


4. Former employees of TRW Automotive calling on TRW Automotive in a sales capacity within two (2) years after their employment terminated. Such actions will be permitted only with the prior written approval of the Vice President and General Manager of the business to be contacted.

Any employee having questions regarding the interpretation of this statement, or the application of Company policy to any specific activity or situation, should discuss the matter with the employee's immediate supervisor or with an appropriate Company attorney or with both.

Guidelines for Supervisors

Supervisors who are presented with a potential conflict are required to take the following actions:

1. Gather sufficient facts to assess the conflict.


2. Discuss the conflict with the Law Department and recommend appropriate action.


3. Communicate with the employee the final decision.


4. Monitor previously identified conflicts.


5. Follow-up with employees on any new conflicts.

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