Standards of Conduct Policy

A Message to Employees

As TRW Automotive pursues its vision to be the global leader in active and passive safety systems, we have an obligation to do so in accordance with the highest standards of legal and ethical conduct. A reputation based on years of integrity can be ruined in a single act of poor judgment or ill intent. It requires the commitment of every employee to conduct himself or herself in a manner that does not detract from that reputation.

Of course, doing the right thing isn't always easy. More and more often there are gray areas. So we all need to make sure we know the rules . . . for the clear-cut situations and for those times when doing the right thing can be ambiguous.

The Board of Directors ("Board") of TRW Automotive Holdings Corp. has adopted these Standards of Conduct which reflects the Board's commitment to focus the Board and the management of TRW Automotive Holdings Corp. and its subsidiaries on areas of ethical risk, providing guidance to personnel to help them recognize and deal with ethical issues, and help maintain a culture of integrity, honesty and accountability. The Standards of Conduct sets forth a number of guidelines regarding how we should conduct our business affairs. In addition, it summarizes some of our key policies. Please read the Standards of Conduct carefully. It is every employee's obligation to not only learn the rules and apply them, but also to ask questions when a situation is not clear.

Always: explore the facts, ask questions if needed and when in doubt, and ensure the highest standards of legal and ethical conduct are followed. That way, we'll continue to uphold the reputation of TRW Automotive as we pursue a bright future together.

John Plant
President and Chief Executive Officer
TRW Automotive

Introduction

The Standards of Conduct apply worldwide to all officers, directors and employees of TRW Automotive Holdings Corp. and its subsidiaries (collectively, the "Company"). Waivers of the Standards of Conduct for Executive Officers or Directors of the Company may only be made by the Board or a committee of the Board and must be promptly disclosed to shareholders. References to the "Board" and the "Executive Officers" in the Standards of Conduct mean the Board of Directors and the Executive Officers of TRW Automotive Holdings Corp.

In addition to establishing a code of business conduct and ethics that each officer, director and employee is required to observe, the Standards of Conduct refers to Policy Statements of TRW Automotive Holdings Corp. that are relevant to and often contain further guidelines for conduct. The Policy Statements are available at:

http://www.ssc.trw.com/auto/Law/PolicyStatements/index.cfm

Each officer, director and employee is responsible for complying with the Policy Statements.

Legal and Ethical Conduct

It is the Company's policy to comply fully with all laws governing its operations and to conduct its affairs according to the highest legal and ethical standards.

Compliance with this policy means not only observing applicable laws and regulations but also being alert to all the responsibilities of good corporate citizenship. The spirit of this policy requires a high degree of integrity in all interactions with shareholders, employees, customers, suppliers, local communities, government at all levels, and the general public.

Employees have the following responsibilities:

1. Avoid any involvement in acts known to be illegal, unethical or otherwise improper.
2. Have a practical, working knowledge of the laws and regulations affecting their responsibilities.
3. Seek guidance from supervisors or a Company attorney when in doubt about responsibilities or how to apply this policy in a specific situation.
4. Report possible violations of law or Company policy to their supervisor or another Company executive and to a Company attorney.

Managers have the following additional responsibilities:

1. Take reasonable steps to ensure that employees understand this policy and their responsibilities.
2. Maintain a workplace environment that encourages frank and open discussion of possible violations.
3. Conduct periodic compliance reviews to assure adherence to this policy.
4. Take action to provide reasonable assurance that employees under their supervision comply with this policy.

An infraction of this policy by any employee will subject the employee to disciplinary action, which may include warning, reprimand, probation, reduction in compensation, demotion, suspension or dismissal.

Reference: General Policy Statement No. 1 – Legal and Ethical Conduct, Rev. April 29, 2003.

Fair Dealing

The Company's objective is to compete in the marketplace on the basis of its products, technology, quality, service, price and similar competitive factors. The Company does not seek to gain any improper advantage through the use of manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Each employee, officer and director of the Company is required to deal fairly with the Company's customers, suppliers, competitors and employees. Stealing or illegally appropriating proprietary information, possessing trade secret information improperly obtained, or inducing such disclosures from past or present employees of other companies is strictly prohibited.

Reference: General Policy Statement No. 1 – Legal and Ethical Conduct, Rev. April 29, 2003.

Confidentiality and Asset Protection

Information of all types and in all forms is used by employees in their daily work. Consequently, information is a valuable asset to the Company and must be preserved and protected against improper disclosure to the greatest extent reasonably possible. With the wide use of computers and telecommunications, the protection of information in electronic format is of particular concern.

Information Assets are all confidential or proprietary information, Company intellectual property (which includes but is not limited to inventions, know-how, design, mask works, and trade secrets), and any data or information whose destruction or disclosure outside the Company could result in any of the following: financial loss; loss of competitive position; degraded business operation; violation of a confidentiality agreement with another party; or use for personal gain.

The duty to protect corporate assets is not limited to Information Assets. All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on profitability. Company assets should only be used for legitimate business purposes.

Reference: General Policy Statement No. 2 – Information Asset Protection, Rev. April 29, 2003.

Compliance with Export and Import Laws and Regulations

The Company is committed to compliance with all laws and regulations concerning the export or import of products, services and technical data. Those whose job function involves export/import issues should have a practical, working knowledge of those laws and regulations.

Reference: General Policy Statement No. 3 – Compliance with Export and Import Laws and Regulations, Rev. April 29, 2003.

Electronic Communications

Computers and electronic information play ever-increasing roles in the conduct of the Company's business. The Company provides the hardware and systems that enable its officers and employees to take full advantage of electronic communications media, including E-mail, the Company Intranet, and the Internet.

It is the responsibility of each officer and employee with access to such systems to ensure that this technology is used for proper business purposes, and in a manner that does not compromise the confidentiality of proprietary or sensitive information. For example, officers and employees should not send or receive (download) copyrighted materials, trade secrets, proprietary financial information or similar materials or send unsolicited information about the Company or its products or services to anyone outside the Company without first obtaining proper authorization. In addition, electronic messages containing technical data or technology should not be sent to any foreign persons or foreign destinations, including Company operations, without first coordinating with the Export Compliance Office of the Company.

It is important to remember that electronic messages are business records and should be composed with as much care as any other business document. Communicate with clear, business-like language. Officers and employees should not compose, send, receive or download any messages or materials that are profane, sexually explicit, libelous, discriminatory, threatening, offending, or harassing in nature.

Officers and employees should have no expectation of privacy with respect to the use of the Email, the Company Intranet or the Internet. To the extent permitted by applicable laws and regulations, the Company may monitor the use of any and all aspects of its electronic communication systems.

References: General Policy Statement No. 2 – Information Asset Protection, Rev. April 29, 2003, General Policy Statement No. 3 – Compliance with Export and Import Laws and Regulations, Rev. April 29, 2003, General Policy Statement No. 4 – Electronic Communications, Rev. April 29, 2003.

Conflicts of Interest

A conflict of interest occurs when an individual's personal interest interferes in any way – or even appears to interfere – with the interests of the Company. Officers, directors and employees should avoid any situation that does or may involve a conflict between their personal interests and the interests of the Company. Some examples of a potential conflicts of interests include: outside work that interferes with an employee's performance at the Company; financial investments that lessen an employee's impartiality; acceptance of gifts that influence business decisions; and doing business with companies owned by family members. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are of special concern. It is important that officers, directors and employees avoid any conflict between their personal interests and the interests of the Company.

It is the responsibility of each officer, director and employee to recognize and avoid any situation involving a conflict of interest. Employees should promptly disclose any potential conflict of interest to their supervisor to allow any conflict to be worked out before it develops into a problem.

Managers who are presented with a potential conflict should gather the facts and discuss the conflict with the Law Department to determine the appropriate action.

Reference: General Policy Statement No. 5 – Conflicts of Interest, Rev. June 12, 2003.

Corporate Opportunities

Officers, directors and employees of the Company owe a duty to the Company to advance its legitimate interests when the duty to do so arises. Officers, directors and employees are prohibited from 1) taking for themselves personally (including for the benefit of family members or friends) opportunities that are discovered through the use of Company property, information or position, 2) using Company property, information, or position for personal gain; and 3) competing with the Company.

Reference: General Policy Statement No. 5 – Conflicts of Interest, Rev. June 12, 2003.

Insider Trading

It is illegal for insiders to use material nonpublic information to profit from the stock market or to tip others who might do so. Employees, officers and directors who have access to confidential information about the Company (or any other company which was obtained in the course of employment with the Company) may not use or share that information for stock trading purposes or for any other purposes other than the legitimate conduct of the Company's business. All material, nonpublic information about the Company should be considered confidential information. "Material" information is that which a reasonable investor would consider important in making a decision to buy, sell or hold the Company's stock. If the information would change the price of the Company's stock, it should be considered material.

Reference: General Policy Statement No. 18 – Insider Trading, Rev. January 23, 2004.

Customers and Suppliers: Entertainment, Gratuities, and Other Courtesies

Gifts, entertainment and other courtesies may be offered to and accepted from present and prospective customers and suppliers where the gifts, entertainment and other courtesies are ordinary and customary, reasonable in their context and not lavish as measured by reasonable standards in the business community, and where the giving or receipt of same is not contrary to any applicable law or regulation, or known policy or practice of the customer or supplier.

Examples of entertainment, gratuities and other courtesies which would generally be permissible are the payment of meals in connection with business meetings; giving items of nominal value, e.g., key chains, ball point pens, address books, etc., with the company name imprinted.

Examples of entertainment, gratuities and other courtesies which would not be permissible are paying the cost of a customer's employee to take a personal holiday; making gifts of significant value; paying the cost of a meal of a government employee when the receipt of such a benefit would cause the government employee to be in violation of an applicable law or regulation; providing a customer's employee tickets to a local sports event when it is known that the customer has a policy against acceptance of such tickets.

Officers, directors and employees of the Company may not accept a gratuity or other courtesy from a supplier if the nature of the relationship between the supplier and the Company and the responsibility of the officer, director or employee is such that the receipt of the particular gratuity or courtesy could reasonably be perceived as influencing such person's judgment in dealing with the supplier.

Reference: General Policy Statement No. 8 – Customers and Suppliers: Entertainment, Gratuities, and Other Courtesies, Rev. April 29, 2003.

Work Environment

It is the Company's policy to employ, train, compensate, promote and provide other conditions of employment without regard to a person's race, color, religion, national origin, sex, age, disability, veteran status, citizenship or other status protected by applicable law. These principles of equal employment opportunity apply to the Company worldwide, consistent with applicable laws, customs and practices within each country.

In addition, employees are entitled to workplace free of harassment. The Company maintains a strict policy prohibiting sexual harassment and harassment on the basis of race, color, national origin, religion, sex, physical or mental disability, age, veteran status or any other characteristic protected by applicable law.

Non-U.S. subsidiaries are expected to adopt a similar policy taking into account applicable local laws. No employee of the Company is expected to tolerate any conduct prohibited by this policy from anyone while at work or engaged in Company business.

References: General Policy Statement No. 16 – Equal Employment Opportunity, Rev. April 29, 2003, General Policy Statement No. 17 – Prohibited Harassment, Rev. April 29, 2003.

Environment, Health & Safety

The Company is committed to protecting public health, providing employees a safe and healthy work environment, and complying with all environmental, health and safety laws and regulations.

In order to honor these commitments, all officers and employees have a responsibility to understand the environmental, health and safety impact of their jobs. All managers are to monitor environmental, health and safety concerns at their facilities.

Reference: TRW Automotive Health, Safety, Environmental and Security Policy, Version 1.0, Rev. August 2003

Every Employee's Role

If you have questions about your responsibilities under the Standards of Conduct or any Company policy or suspect a legal or ethical violation, you are encouraged to first seek out your supervisor for guidance. If you are uncomfortable doing so for any reason, talk with another appropriate manager, your Human Resources representative, the TRW Automotive Law Department, or contact the TRW Automotive Integrity Helpline. Each employee should bring possible violations of the Standards of Conduct to the attention of 1) his or her supervisor or another Company executive and 2) a Company attorney. The Company strictly prohibits any form of retaliation or retribution against employees reporting possible violations. Questions and complaints may be submitted anonymously through the TRW Automotive Integrity Helpline as follows:

Phone: Livonia – 734-855-2900 or toll-free at 800-753-6393
Mail: TRW Automotive Integrity Helpline, 12025 Tech Center Drive, Livonia, MI 48150-2122
Fax: 734.855.3250, Attention: Ethics Office
E-mail: integrity.helpline@trw.com

In the case that your concern involves accounting or auditing matters and it would be inappropriate to report your concern to the Law Department or through the TRW Automotive Integrity Helpline, you may communicate your concerns confidentially to the Audit Committee. Any submissions to the Audit Committee should be marked confidential and addressed to the Chairman of the Audit Committee, c/o TRW Automotive Holdings Corp., P.O. Box 51701, Livonia, MI 48151-5701, USA. The report should contain a complete description of the matter, the person[s] involved, the date of the occurrence or, if the matter is ongoing, the date the matter was initiated and any other information that you believe would assist the Audit Committee in the investigation of such matter.

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