Exhibit 4(c)

TRW INC.

And

THE CHASE MANHATTAN BANK, as Trustee

Second Supplemental Indenture

Dated as of June 2, 1999

Relating to the 6 1/2% Notes Due 2002

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as successor trustee (the "Trustee") to Mellon Bank, N.A.

WHEREAS the Company has executed and delivered to the Trustee an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by the First Supplemental Indenture dated as of August 24, 1989, and the Second Supplemental Indenture dated as of June 2, 1999, between the Company and the Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is herein called the "Indenture") providing for the issuance and sale by the Company from time to time of its senior debt securities (the "Securities");

WHEREAS Section 11.01(f) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Section 2.02 of the Indenture, providing for the issuance of any additional series of Securities as provided in Section 3.01 of the Indenture and to set forth the terms thereof;

WHEREAS the Company proposes in and by this Second Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 6 1/2% Notes Due 2002 limited in aggregate principal amount to $400,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes (both as defined herein), which together shall constitute one series of Securities for purposes of the Indenture; and

WHEREAS the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture and have certified that all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and that the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, the Company and the Trustee hereby agree that the following sections of this Second

Supplemental Indenture supplement and amend the Indenture with respect to that series of Securities which consists of the Notes:

SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of Article One of the Indenture is hereby supplemented, solely with respect to that series of Securities which consists of Notes, to add the following definitions:

"Agent Members" has the meaning provided in Section 2.06.

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" means any Notes if and when issued pursuant to this Indenture in connection with an Exchange Offer for a like principal amount of the Initial Notes.

"Exchange Offer" has the meaning provided in the Registration Rights Agreement.

"Foreign Holder" means a holder of a Note that is, for United States Federal income tax purposes (a) a non-resident alien individual, (b) a foreign corporation or (c) an estate or trust that is not a United States Holder.

"Global Notes" has the meaning provided in Section 2.02.

"Initial Notes" means a series of Securities issued pursuant to the Indenture and designated as the 6 1/2% Notes Due 2002 limited in aggregate principal amount to $400,000,000.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Non-U.S. Person" means a Person who is not a "U.S. person" (as defined in Regulation S).

"Notes Closing Date" means June 2, 1999.

"Notes" means the series of Securities issued pursuant to this Indenture designated as the 6 1/2% Notes Due 2002 and limited in aggregate principal amount to $400,000,000.

"Physical Notes" has the meaning provided in Section 2.02.

"Private Placement Legend" means the legend initially set forth on the Notes in the form set forth in Section 2.05(a).

"Purchase Agreement" means with respect to the Initial Notes, the Purchase Agreement dated May 26, 1999, among the Company and the representatives of the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registration Rights Agreement" means the Registration Rights Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the representatives of the Initial Purchasers (as defined in the Registration Rights Agreement).

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Rule 144A" means rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Shelf Registration Statement" has the meaning provided in the Registration Rights Agreement.

"Transfer Restricted Notes" means Notes that bear or are required to bear the legend set forth in Section 2.05(a) hereto.

"United States Holder" means a holder of a Note that is, for United States Federal income tax purposes,

(1) a citizen or resident of the United States;

(2) a corporation or other entity taxable as a corporation created or organized under United States law (Federal or state); or
(3) an estate or trust whose world-wide income is subject to United States Federal income tax.

SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of Securities designated as the "6 1/2% Notes Due 2002" limited in aggregate principal amount to $400,000,000. The Notes shall include the Initial Notes and the Exchange Notes, which together shall constitute one series of Securities for purposes of the Indenture.

SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following:

"The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.

Notes initially offered and sold to Institutional Accredited Investors in transactions exempt from the registration requirements of the Securities Act shall be issued in the form of certificated Notes in definitive, fully registered form without interest coupons with the securities legend and the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for interests in the Global Notes shall be Physical Notes.

(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.05:

"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN

RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior to an Exchange Offer the Registrar shall issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar shall issue an Exchange Note.

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes all requirements pertaining to legends on such Initial Note will cease to apply, and an Initial Note without legends will be available to the transferee of the

Holder of such Initial Notes upon exchange of such transferring Holder's Initial Notes in the form of a Physical Notes or directions to transfer such Holder's interest in the Global Note, as applicable.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, Initial Notes with the restricted securities legend set forth in Section 2.05(a) will be available to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form without the restricted securities legend will be available to Holders that exchange such Initial Notes in such Exchange Offer.

(v) Upon the consummation of an Exchange Offer, holders who are not entitled to participate in the Exchange Offer shall be entitled to exchange their Initial Notes for Exchange Notes in the form of Physical Notes, PROVIDED that such Physical Notes shall bear the legend set forth in paragraph (a)(i) of this Section and shall constitute Transfer Restricted Notes.

(b) Each Global Note, Initial Note and Exchange Note (other than Physical Notes), shall also bear the following legend on the face thereof:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN

ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE
INDENTURE."

(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes and Global Notes at the Registrar's request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer.

(iii) The Company shall not be required to (A) to issue, register, register the transfer of or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange of any Physical Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Note to be redeemed in part, the portion thereof not to be redeemed.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(d) NO OBLIGATION OF THE TRUSTEE.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a

member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof."

(c) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.06:

"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a) This Section 2.06(a) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the

Trustee as custodian for the Depository and (iii) bear legends as set forth in
Section 2.05(b).

Members of, or participants in, the Depository (the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depository, its successor or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depository and the provisions of Section 2.07. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for the Global Notes under the Exchange Act and a successor depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days of such notice or (ii) at any time if the Company determines that the Global Notes (in whole but not in part) should be exchanged for Physical Notes. In addition to the foregoing, during the continuance of an Event of Default holders of book-entry interests will be entitled to request and receive Physical Notes. Such Physical Notes will be issued to and registered in the name of, or as directed by, that person only upon the request in writing made through a Depository participant.

(c) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this Section, the Global Note shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate

and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note delivered in exchange for an interest in the Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (a) of Section 2.05, bear the legend regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.

(f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(g) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such reduction."

(d) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.07:

"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iii) In the event that a Global Note is exchanged for Physical Notes pursuant to Section 2.06(b), prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.07 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation D or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(b) GENERAL. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note

set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar."

SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, to read in its entirety as follows:

"Subject to Sections 2.06 and 2.07, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Initial Notes for Exchange Notes), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; PROVIDED, that no exchanges of Initial Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Initial Notes that are exchanged for Exchange Notes shall be canceled by the Trustee."

SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.09:

"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this Section 4.09, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein."

(b) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.10:

"SECTION 4.10. REDEMPTION. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described under Section 4.09 above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described in Section 4.09 and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms."

SECTION 6. THIS SECOND SUPPLEMENTAL INDENTURE. This Second Supplemental Indenture and the Exhibits hereto

shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 7. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. COUNTERPARTS. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 9. HEADINGS. The headings of this Second Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture.

SECTION 11. SEVERABILITY. In case any one or more of the provisions contained in this Second Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Second Supplemental Indenture or of the Securities, but this Second Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TRW Inc.,

by

 /s/ William B. Lawrence
-------------------------------------
Name:   William B. Lawrence
Title:  Executive Vice President,
        General Counsel and Secretary

THE CHASE MANHATTAN BANK, as Trustee,

by

 /s/ R. J. Halleran
-------------------------------------
Name:   R. J. Halleran
Title:  Second Vice President

EXHIBIT A

[FORM OF FACE OF INITIAL NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6 1/2% Notes Due 2002

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2002.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, and the Second Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 1/2% Notes Due 2002 (hereinafter referred to as the "Notes"), limited in aggregate principal amount to $400,000,000.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                       TRW INC.


                                          By:
                                               -------------------------

[SEAL]

Attest:

Assistant Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF INITIAL NOTE]

TRW INC.

6 1/2% Notes Due 2002

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2002, and to pay interest on the Principal Amount at the rate of 6 1/2% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the

outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties

and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 1/2% Notes Due 2002, limited in aggregate principal amount to $400,000,000. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Notes have the meanings ascribed to them in the Indenture.

4. Reserved.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or

trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less

than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations

at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the

Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Notes shall have occurred and be continuing, the Principal Amount of the Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

[To be included in Notes other than (x) Exchange Notes and (y) Notes sold pursuant to a Shelf Registration Statement.]

Pursuant to a Registration Rights Agreement among the Company and the Initial Purchasers (as defined in the Purchase Agreement), the Company has agreed that it will file with the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a registration statement (the "Registration Statement") with respect to an issue of Notes identical in all material respects to the Notes (the "Exchange Notes") and, upon becoming effective, to offer the Holders of the Notes the opportunity to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the event that due to a change in current interpretations by the Commission, the Company is not permitted to effect such Exchange Offer, the Company will instead file a registration statement covering resales by the holders of Notes (a "Shelf Registration Statement") and will use its reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the Notes Closing Date; provided that TRW will under certain circumstances be entitled to suspend the availability of the Shelf Registration Statement. The Company shall, in the event a Shelf Registration Statement is filed, provide to each

Holder of the Notes a copy of the prospectus and notify each such Holder when the Shelf Registration Statement has become effective. A Holder that sells Notes pursuant to a Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales. The Exchange Notes will be issued (i) under the Indenture or
(ii) under an indenture substantially similar to the Indenture, which, in either event, will provide that the Exchange Notes will not be subject to the transfer restrictions described in the Indenture.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer provided that the Company has accepted all Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. Any Additional Interest on the Initial Notes accrued but not paid prior to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered in the Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of a Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

and irrevocably appoint _______________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: ________________ Your Signature: _____________________

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising such Notes are being transferred in accordance with its terms:

(1)     [ ]       to the Company; or

(2)     [ ]       pursuant to an effective registration statement under
                  the Securities Act of 1933; or

(3)     [ ]       to a "qualified institutional buyer" (as defined in
                  Rule 144A under the Securities Act of 1933) that
                  purchases for its own account

                  or for the account of a qualified institutional buyer
                  to whom notice is given that such transfer is being
                  made in reliance on Rule 144A, in each case pursuant
                  to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

(4)      [ ]      outside the United States in an offshore transaction
                  within the meaning of Regulation S under the
                  Securities Act in compliance with Rule 904 under the
                  Securities Act of 1933;

(5)      [ ]      inside the United States to an institutional
                  "accredited investor" (as defined in Rule 501(a)(i),
                  (2), (3) or (7) of Regulation D under the Securities
                  Act) that purchases for its own account or for one or
                  more accounts (each of which is an institutional
                  "accredited investor") as to each of which it
                  exercises sole investment discretion; or

(6)      [ ]      pursuant to another available exemption from
                  registration provided by Rule 144 under the
                  Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
       ----------------                          -------------------------------
                                                 NOTICE:  To be executed by
                                                          an executive officer

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S.

Dated:
       ----------------                          -------------------------------
                                                 NOTICE:  To be executed by
                                                          an executive officer

TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in

reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and experience in financial and business matters a to be capable of evaluating the merits and risks of its investment in the Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment and that it is aware that the transfer or is relying upon the undersigned's foregoing representations.

Dated:
       ----------------                          -------------------------------
                                                 NOTICE:  To be executed by
                                                          an executive officer

[FORM OF FACE OF EXCHANGE NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6 1/2% Notes Due 2002

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2002.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Exchange Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, and the Second Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 1/2% Exchange Notes Due 2002 (hereinafter referred to as the "Exchange Notes"), limited in aggregate principal amount to $400,000,000.

IN WITNESS WHEREOF, the Company has caused this Exchange Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                     TRW INC.


                                          By:
                                               ------------------------------

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

TRW INC.

6 1/2% Notes Due 2002

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2002, and to pay interest on the Principal Amount at the rate of 6 1/2% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.(1)] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable).

Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

If the Company defaults in a payment of interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Exchange Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Exchange Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders

of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 1/2% Notes Due 2002, limited in aggregate principal amount to $400,000,000. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Exchange Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Exchange Notes have the meanings ascribed to them in the Indenture.

4. Reserved.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its

business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Exchange Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Exchange Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Exchange Notes may be exchanged for a like aggregate principal amount of Exchange Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Exchange Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Exchange Note or Exchange Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Exchange Note is registered as the owner hereof for all purposes, whether or not this Exchange Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding

of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Exchange Notes shall have occurred and be continuing, the Principal Amount of the Exchange Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Exchange Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Exchange Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

Reserved.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Exchange Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Exchange Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of an Exchange Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

this Exchange Note and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney to transfer said Exchange Note on the books of the Company with full power of substitution in the premises.

Exhibit 4(d)

TRW INC.

And

THE CHASE MANHATTAN BANK, as Trustee

Third Supplemental Indenture

Dated as of June 2, 1999

Relating to the 6 5/8% Notes Due 2004

THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as successor trustee (the "Trustee") to Mellon Bank, N.A.

WHEREAS the Company has executed and delivered to the Trustee an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, and the Third Supplemental Indenture dated as of June 2, 1999, between the Company and the Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is herein called the "Indenture") providing for the issuance and sale by the Company from time to time of its senior debt securities (the "Securities");

WHEREAS Section 11.01(f) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Section 2.02 of the Indenture, providing for the issuance of any additional series of Securities as provided in Section 3.01 of the Indenture and to set forth the terms thereof;

WHEREAS the Company proposes in and by this Third Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 6 5/8% Notes Due 2004 limited in aggregate principal amount to $700,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes (both as defined herein), which together shall constitute one series of Securities for purposes of the Indenture; and

WHEREAS the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture and have certified that all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and that the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, the Company and the Trustee hereby agree that the following sections of this Third Supplemental Indenture supplement and amend the Indenture with respect to that series of Securities which consists of the Notes:

SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of Article One of the Indenture is hereby supplemented, solely with respect to that series of Securities which consists of Notes, to add the following definitions:

"Agent Members" has the meaning provided in Section 2.06.

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" means any Notes if and when issued pursuant to this Indenture in connection with an Exchange Offer for a like principal amount of the Initial Notes.

"Exchange Offer" has the meaning provided in the Registration Rights Agreement.

"Foreign Holder" means a holder of a Note that is, for United States Federal income tax purposes (a) a non-resident alien individual, (b) a foreign corporation or (c) an estate or trust that is not a United States Holder.

"Global Notes" has the meaning provided in Section 2.02.

"Initial Notes" means a series of Securities issued pursuant to the Indenture and designated as the 6 5/8% Notes Due 2004 limited in aggregate principal amount to $700,000,000.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Non-U.S. Person" means a Person who is not a "U.S. person" (as defined in Regulation S).

"Notes Closing Date" means June 2, 1999.

"Notes" means the series of Securities issued pursuant to this Indenture designated as the 6 5/8% Notes Due 2004 and limited in aggregate principal amount to $700,000,000.

"Physical Notes" has the meaning provided in Section 2.02.

"Private Placement Legend" means the legend initially set forth on the Notes in the form set forth in Section 2.05(a).

"Purchase Agreement" means with respect to the Initial Notes, the Purchase Agreement dated May 26, 1999, among the Company and the representatives of the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registration Rights Agreement" means the Registration Rights Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the representatives of the Initial Purchasers (as defined in the Registration Rights Agreement).

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Rule 144A" means rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Shelf Registration Statement" has the meaning provided in the Registration Rights Agreement.

"Transfer Restricted Notes" means Notes that bear or are required to bear the legend set forth in Section 2.05(a) hereto.

"United States Holder" means a holder of a Note that is, for United States Federal income tax purposes,

(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a corporation created or organized under United States law (Federal or state); or
(3) an estate or trust whose world-wide income is subject to United States Federal income tax.

SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of Securities designated as the "6 5/8% Notes Due 2004" limited in aggregate principal amount to $700,000,000. The Notes shall include the Initial Notes and the Exchange Notes, which together shall constitute one series of Securities for purposes of the Indenture.

SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following:

"The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.

Notes initially offered and sold to Institutional Accredited Investors in transactions exempt from the registration requirements of the Securities Act shall be issued in the form of certificated Notes in definitive, fully registered form without interest coupons with the securities legend and the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for interests in the Global Notes shall be Physical Notes.

(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.05:

"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN

COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior to an Exchange Offer the Registrar shall issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar shall issue an Exchange Note.

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes all requirements pertaining to legends on such Initial Note will cease to apply, and an Initial Note without legends will be available to the transferee of the

Holder of such Initial Notes upon exchange of such transferring Holder's Initial Notes in the form of a Physical Notes or directions to transfer such Holder's interest in the Global Note, as applicable.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, Initial Notes with the restricted securities legend set forth in Section 2.05(a) will be available to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form without the restricted securities legend will be available to Holders that exchange such Initial Notes in such Exchange Offer.

(v) Upon the consummation of an Exchange Offer, holders who are not entitled to participate in the Exchange Offer shall be entitled to exchange their Initial Notes for Exchange Notes in the form of Physical Notes, PROVIDED that such Physical Notes shall bear the legend set forth in paragraph (a)(i) of this Section and shall constitute Transfer Restricted Notes.

(b) Each Global Note, Initial Note and Exchange Note (other than Physical Notes), shall also bear the following legend on the face thereof:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN

ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE
INDENTURE."

(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes and Global Notes at the Registrar's request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer.

(iii) The Company shall not be required to (A) to issue, register, register the transfer of or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange of any Physical Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Note to be redeemed in part, the portion thereof not to be redeemed.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(d) NO OBLIGATION OF THE TRUSTEE.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a

member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof."

(c) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.06:

"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a) This Section 2.06(a) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the

Trustee as custodian for the Depository and (iii) bear legends as set forth in
Section 2.05(b).

Members of, or participants in, the Depository (the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depository, its successor or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depository and the provisions of Section 2.07. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for the Global Notes under the Exchange Act and a successor depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days of such notice or (ii) at any time if the Company determines that the Global Notes (in whole but not in part) should be exchanged for Physical Notes. In addition to the foregoing, during the continuance of an Event of Default holders of book-entry interests will be entitled to request and receive Physical Notes. Such Physical Notes will be issued to and registered in the name of, or as directed by, that person only upon the request in writing made through a Depository participant.

(c) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate

and deliver, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this Section, the Global Note shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note delivered in exchange for an interest in the Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (a) of Section 2.05, bear the legend regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.

(f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(g) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such reduction."

(d) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.07:

"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iii) In the event that a Global Note is exchanged for Physical Notes pursuant to Section 2.06(b), prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.07 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation D or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(b) GENERAL. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note

set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar."

SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, to read in its entirety as follows:

"Subject to Sections 2.06 and 2.07, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Initial Notes for Exchange Notes), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; PROVIDED, that no exchanges of Initial Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Initial Notes that are exchanged for Exchange Notes shall be canceled by the Trustee."

SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.09:

"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this Section 4.09, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein."

(b) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.10:

"SECTION 4.10. REDEMPTION. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described under Section 4.09 above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described in Section 4.09 and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms."

SECTION 6. THIS THIRD SUPPLEMENTAL INDENTURE. This Third Supplemental Indenture and the Exhibits hereto

shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 7. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. COUNTERPARTS. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 9. HEADINGS. The headings of this Third Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture.

SECTION 11. SEVERABILITY. In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Third Supplemental Indenture or of the Securities, but this Third Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TRW Inc.,

by

 /s/ William B. Lawrence
-------------------------------------
Name:   William B. Lawrence
Title:  Executive Vice President,
        General Counsel and Secretary

THE CHASE MANHATTAN BANK, as Trustee,

by

 /s/ R.J. Halleran
-------------------------------------
Name:   R. J. Halleran
Title:  Second Vice President

EXHIBIT A

[FORM OF FACE OF INITIAL NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6 5/8% Notes Due 2004

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2004.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, and the Third Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 5/8% Notes Due 2004 (hereinafter referred to as the "Notes"), limited in aggregate principal amount to $700,000,000.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                        TRW INC.


                                             By:
                                                -------------------------------

[SEAL]

Attest:

Assistant Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF INITIAL NOTE]

TRW INC.

6 5/8% Notes Due 2004

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $_____ Dollars [($ )] (the "Principal Amount"), on June 1, 2004, and to pay interest on the Principal Amount at the rate of 6 5/8% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the

outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties

and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 5/8% Notes Due 2004, limited in aggregate principal amount to $700,000,000. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Notes have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Notes. The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, (a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 15 basis points, plus any interest accrued but not paid to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively

traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States

or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating

that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of

a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Notes shall have occurred and be continuing, the Principal Amount of the Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

[To be included in Notes other than (x) Exchange Notes and (y) Notes sold pursuant to a Shelf Registration Statement.]

Pursuant to a Registration Rights Agreement among the Company and the Initial Purchasers (as defined in the Purchase Agreement), the Company has agreed that it will file with the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a registration statement (the "Registration Statement") with respect to an issue of Notes identical in all material respects to the Notes (the "Exchange Notes") and, upon becoming effective, to offer the Holders of the Notes the opportunity to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the event that due to a change in current interpretations by the Commission, the Company is not permitted to effect such Exchange Offer, the Company will instead file a registration statement covering resales by the holders of Notes (a "Shelf Registration Statement") and will use its reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the Notes Closing Date; provided that TRW will under certain circumstances be entitled to suspend the availability of the Shelf Registration Statement. The Company shall, in the event a Shelf Registration Statement is filed, provide to each Holder of the Notes a copy of the prospectus and notify each such Holder when the Shelf Registration Statement has become effective. A Holder that sells Notes pursuant to a Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales. The Exchange Notes will be issued (i) under the Indenture or (ii) under an indenture substantially similar to the Indenture, which, in either event, will provide that the Exchange Notes will not be subject to the transfer restrictions described in the Indenture.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer provided that the Company has accepted all Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. Any Additional Interest on the Initial Notes accrued but not paid prior to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered in the Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of a Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising such Notes are being transferred in accordance with its terms:

(1)      -        to the Company; or

(2)      -        pursuant to an effective registration statement under
                  the Securities Act of 1933; or

(3)      -        to a "qualified institutional buyer" (as defined in
                  Rule 144A under the Securities Act of 1933) that
                  purchases for its own account

                  or for the account of a qualified institutional buyer
                  to whom notice is given that such transfer is being
                  made in reliance on Rule 144A, in each case pursuant
                  to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

(4)      -        outside the United States in an offshore transaction
                  within the meaning of Regulation S under the
                  Securities Act in compliance with Rule 904 under the
                  Securities Act of 1933;

(5)      -        inside the United States to an institutional
                  "accredited investor" (as defined in Rule 501(a)(i),
                  (2), (3) or (7) of Regulation D under the Securities
                  Act) that purchases for its own account or for one or
                  more accounts (each of which is an institutional
                  "accredited investor") as to each of which it
                  exercises sole investment discretion; or

(6)      -        pursuant to another available exemption from
                  registration provided by Rule 144 under the
                  Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
       --------------------                  -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S.

Dated:
       --------------------                  -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and

experience in financial and business matters a to be capable of evaluating the merits and risks of its investment in the Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment and that it is aware that the transfer or is relying upon the undersigned's foregoing representations.

Dated:
       --------------------                  -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

[FORM OF FACE OF EXCHANGE NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6 5/8% Notes Due 2004

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2004.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Exchange Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, and the Third Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 5/8% Exchange Notes Due 2004 (hereinafter referred to as the "Exchange Notes"), limited in aggregate principal amount to $700,000,000.

IN WITNESS WHEREOF, the Company has caused this Exchange Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                         TRW INC.


                                              By:
                                                  --------------------------

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

TRW INC.

6 5/8% Notes Due 2004

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2004, and to pay interest on the Principal Amount at the rate of 6 5/8% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.1] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable).

1 Insert if at the time of issuance of the Exchange Note Additional Interest has accrued on the Initial Note but has not been paid prior to the date the Initial Note was exchanged for the Exchange Note.

Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

If the Company defaults in a payment of interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Exchange Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Exchange Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders

of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6 5/8% Notes Due 2004, limited in aggregate principal amount to $700,000,000. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Exchange Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Exchange Notes have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Exchange Notes. The Exchange Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company(a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Exchange Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 15 basis points, plus accrued interest thereon to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to

constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or
(ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent to yield maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Exchange Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Exchange Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption

date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated

earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent

from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Exchange Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Exchange Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Exchange Notes may be exchanged for a like aggregate principal amount of Exchange Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Exchange Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Exchange Note or Exchange Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Exchange Note is registered as the owner hereof for all purposes, whether or not this Exchange Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Exchange Notes shall have occurred and be continuing, the Principal Amount of the Exchange Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Exchange Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Exchange Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

Reserved.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Exchange Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Exchange Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of an Exchange Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.

Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

this Exchange Note and all rights thereunder, hereby irrevocably constituting and appointing ______________ attorney to transfer said Exchange Note on the books of the Company with full power of substitution in the premises.

Exhibit 4(e)

TRW INC.

And

THE CHASE MANHATTAN BANK, as Trustee

Fourth Supplemental Indenture

Dated as of June 2, 1999

Relating to the 7 1/8% Notes Due 2009

FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as successor trustee (the "Trustee") to Mellon Bank, N.A.

WHEREAS the Company has executed and delivered to the Trustee an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, and the Fourth Supplemental Indenture dated as of June 2, 1999, between the Company and the Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is herein called the "Indenture") providing for the issuance and sale by the Company from time to time of its senior debt securities (the "Securities");

WHEREAS Section 11.01(f) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Section 2.02 of the Indenture, providing for the issuance of any additional series of Securities as provided in Section 3.01 of the Indenture and to set forth the terms thereof;

WHEREAS the Company proposes in and by this Fourth Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 7 1/8% Notes Due 2009 limited in aggregate principal amount to $750,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes (both as defined herein), which together shall constitute one series of Securities for purposes of the Indenture; and

WHEREAS the Company has requested that the Trustee execute and deliver this Fourth Supplemental Indenture and have certified that all requirements necessary to make this Fourth Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and that the execution and delivery of this Fourth Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, the Company and the Trustee hereby agree that the following sections of this Fourth Supplemental Indenture supplement and amend the Indenture with respect to that series of Securities which consists of the Notes:

SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of Article One of the Indenture is hereby supplemented, solely with respect to that series of Securities which consists of Notes, to add the following definitions:

"Agent Members" has the meaning provided in Section 2.06.

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" means any Notes if and when issued pursuant to this Indenture in connection with an Exchange Offer for a like principal amount of the Initial Notes.

"Exchange Offer" has the meaning provided in the Registration Rights Agreement.

"Foreign Holder" means a holder of a Note that is, for United States Federal income tax purposes (a) a non-resident alien individual, (b) a foreign corporation or (c) an estate or trust that is not a United States Holder.

"Global Notes" has the meaning provided in Section 2.02.

"Initial Notes" means a series of Securities issued pursuant to the Indenture and designated as the 7 1/8% Notes Due 2009 limited in aggregate principal amount to $750,000,000.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Non-U.S. Person" means a Person who is not a "U.S. person" (as defined in Regulation S).

"Notes Closing Date" means June 2, 1999.

"Notes" means the series of Securities issued pursuant to this Indenture designated as the 7 1/8% Notes Due 2009 and limited in aggregate principal amount to $750,000,000.

"Physical Notes" has the meaning provided in Section 2.02.

"Private Placement Legend" means the legend initially set forth on the Notes in the form set forth in Section 2.05(a).

"Purchase Agreement" means with respect to the Initial Notes, the Purchase Agreement dated May 26, 1999, among the Company and the representatives of the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registration Rights Agreement" means the Registration Rights Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the representatives of the Initial Purchasers (as defined in the Registration Rights Agreement).

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Rule 144A" means rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Shelf Registration Statement" has the meaning provided in the Registration Rights Agreement.

"Transfer Restricted Notes" means Notes that bear or are required to bear the legend set forth in Section 2.05(a) hereto.

"United States Holder" means a holder of a Note that is, for United States Federal income tax purposes,

(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a corporation created or organized under United States law (Federal or state); or
(3) an estate or trust whose world-wide income is subject to United States Federal income tax.

SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of Securities designated as the "7 1/8% Notes Due 2009" limited in aggregate principal amount to $750,000,000. The Notes shall include the Initial Notes and the Exchange Notes, which together shall constitute one series of Securities for purposes of the Indenture.

SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following:

"The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of

the Trustee and the Depository or its nominee, as hereinafter provided.

Notes initially offered and sold to Institutional Accredited Investors in transactions exempt from the registration requirements of the Securities Act shall be issued in the form of certificated Notes in definitive, fully registered form without interest coupons with the securities legend and the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for interests in the Global Notes shall be Physical Notes.

(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.05:

"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF

AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior to an Exchange Offer the Registrar shall issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar shall issue an Exchange Note.

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes all

requirements pertaining to legends on such Initial Note will cease to apply, and an Initial Note without legends will be available to the transferee of the Holder of such Initial Notes upon exchange of such transferring Holder's Initial Notes in the form of a Physical Notes or directions to transfer such Holder's interest in the Global Note, as applicable.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, Initial Notes with the restricted securities legend set forth in
Section 2.05(a) will be available to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form without the restricted securities legend will be available to Holders that exchange such Initial Notes in such Exchange Offer.

(v) Upon the consummation of an Exchange Offer, holders who are not entitled to participate in the Exchange Offer shall be entitled to exchange their Initial Notes for Exchange Notes in the form of Physical Notes, PROVIDED that such Physical Notes shall bear the legend set forth in paragraph (a)(i) of this Section and shall constitute Transfer Restricted Notes.

(b) Each Global Note, Initial Note and Exchange Note (other than Physical Notes), shall also bear the following legend on the face thereof:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF

CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.07 OF THE INDENTURE."

(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes and Global Notes at the Registrar's request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer.

(iii) The Company shall not be required to (A) to issue, register, register the transfer of or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange of any Physical Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Note to be redeemed in part, the portion thereof not to be redeemed.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(d) NO OBLIGATION OF THE TRUSTEE.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof."

(c) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.06:

"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a) This Section 2.06(a) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Notes that (i) shall be

registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository and (iii) bear legends as set forth in Section 2.05(b).

Members of, or participants in, the Depository (the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depository, its successor or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depository and the provisions of Section 2.07. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for the Global Notes under the Exchange Act and a successor depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days of such notice or (ii) at any time if the Company determines that the Global Notes (in whole but not in part) should be exchanged for Physical Notes. In addition to the foregoing, during the continuance of an Event of Default holders of book-entry interests will be entitled to request and receive Physical Notes. Such Physical Notes will be issued to and registered in the name of, or as directed by, that person only upon the request in writing made through a Depository participant.

(c) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the date

and a decrease in the principal amount of the Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this Section, the Global Note shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note delivered in exchange for an interest in the Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (a) of Section 2.05, bear the legend regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.

(f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(g) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note

shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such reduction."

(d) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.07:

"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iii) In the event that a Global Note is exchanged for Physical Notes pursuant to Section 2.06(b), prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.07 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation D or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(b) GENERAL. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar."

SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, to read in its entirety as follows:

"Subject to Sections 2.06 and 2.07, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Initial Notes for Exchange Notes), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; PROVIDED, that no exchanges of Initial Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and

that any Initial Notes that are exchanged for Exchange Notes shall be canceled by the Trustee."

SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.09:

"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in

section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this Section 4.09, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein."

(b) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 4.10:

"SECTION 4.10. REDEMPTION. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described under Section 4.09 above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described in Section 4.09 and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms."

SECTION 6. THIS FOURTH SUPPLEMENTAL INDENTURE. This Fourth Supplemental Indenture and the Exhibits hereto shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 7. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. COUNTERPARTS. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 9. HEADINGS. The headings of this Fourth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture.

SECTION 11. SEVERABILITY. In case any one or more of the provisions contained in this Fourth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Fourth Supplemental Indenture or of the Securities, but this Fourth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TRW Inc.,

by

 /s/ William B. Lawrence
 --------------------------------------
Name:   William B. Lawrence
Title:  Executive Vice President,
        General Counsel and Secretary

THE CHASE MANHATTAN BANK, as Trustee,

by

 /s/ R.J. Halleran
 --------------------------------------
Name:   R.J. Halleran
Title:  Second Vice President

[FORM OF FACE OF INITIAL NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

7 1/8% Notes Due 2009

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2009.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, and the Fourth Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 1/8% Notes Due 2009 (hereinafter referred to as the "Notes"), limited in aggregate principal amount to $750,000,000.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                           TRW INC.


                                              By:
                                                   --------------------------

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF INITIAL NOTE]

TRW INC.

7 1/8% Notes Due 2009

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2009, and to pay interest on the Principal Amount at the rate of 7 1/8% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the

outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties

and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 1/8% Notes Due 2009, limited in aggregate principal amount to $750,000,000. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Notes have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Notes. The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, (a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 20 basis points, plus any interest accrued but not paid to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively

traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States

or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating

that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of

a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes,

whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Notes shall have occurred and be continuing, the Principal Amount of the Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

[To be included in Notes other than (x) Exchange Notes and (y) Notes sold pursuant to a Shelf Registration Statement.]

Pursuant to a Registration Rights Agreement among the Company and the Initial Purchasers (as defined in the Purchase Agreement), the Company has agreed that it will file with the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a registration statement (the "Registration Statement") with respect to an issue of Notes identical in all material respects to the Notes (the "Exchange Notes") and, upon becoming effective, to offer the Holders of the Notes the opportunity to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the event that due to a change in current interpretations by the Commission, the Company is not permitted to effect such Exchange Offer, the Company will instead file a registration statement covering resales by the holders of Notes (a "Shelf Registration Statement") and will use its reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the Notes Closing Date; provided that TRW will under certain circumstances be entitled to suspend the availability of the Shelf Registration Statement. The Company shall, in the event a Shelf Registration Statement is filed, provide to each Holder of the Notes a copy of the prospectus and notify each such Holder when the Shelf Registration Statement has become effective. A Holder that sells Notes pursuant to a Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales. The Exchange Notes will be issued (i) under the Indenture or (ii) under an indenture substantially similar to the Indenture, which, in either event, will provide that the Exchange Notes will not be subject to the transfer restrictions described in the Indenture.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer provided that the Company has accepted all Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. Any Additional Interest on the Initial Notes accrued but not paid prior to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered in the Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of a Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising such Notes are being transferred in accordance with its terms:

(1)      -        to the Company; or

(2)      -        pursuant to an effective registration statement under
                  the Securities Act of 1933; or

(3)      -        to a "qualified institutional buyer" (as defined in
                  Rule 144A under the Securities Act of 1933) that
                  purchases for its own account

                  or for the account of a qualified institutional buyer
                  to whom notice is given that such transfer is being
                  made in  reliance on Rule 144A, in each case
                  pursuant to  and in compliance with Rule 144A under
                  the Securities Act of 1933; or

(4)      -        outside the United States in an offshore transaction
                  within the meaning of Regulation S under the
                  Securities Act in compliance with Rule 904 under the
                  Securities Act of 1933;

(5)      -        inside the United States to an institutional
                  "accredited investor" (as defined in Rule 501(a)(i),
                  (2), (3) or (7) of Regulation D under the Securities
                  Act) that purchases for its own account or for one or
                  more accounts (each of which is an institutional
                  "accredited investor") as to each of which it
                  exercises sole investment discretion; or

(6)      -        pursuant to another available exemption from
                  registration provided by Rule 144 under the
                  Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
       -----------------                     -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S.

Dated:
       -----------------                     -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and

experience in financial and business matters a to be capable of evaluating the merits and risks of its investment in the Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment and that it is aware that the transfer or is relying upon the undersigned's foregoing representations.

Dated:
       -----------------                     -----------------------------------
                                             NOTICE:  To be executed by
                                                      an executive officer

[FORM OF FACE OF EXCHANGE NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

7 1/8% Notes Due 2009

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2009.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Exchange Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, and the Fourth Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 1/8% Exchange Notes Due 2009 (hereinafter referred to as the "Exchange Notes"), limited in aggregate principal amount to $750,000,000.

IN WITNESS WHEREOF, the Company has caused this Exchange Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date:                                        TRW INC.


                                                 By:
                                                     ---------------------------

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

TRW INC.

7 1/8% Notes Due 2009

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2009, and to pay interest on the Principal Amount at the rate of 7 1/8% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.1] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable).

Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

If the Company defaults in a payment of interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Exchange Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Exchange Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders

of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 1/8% Notes Due 2009, limited in aggregate principal amount to $750,000,000. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Exchange Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Exchange Notes have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Exchange Notes. The Exchange Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company(a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Exchange Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 20 basis points, plus accrued interest thereon to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to

constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent to yield maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Exchange Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Exchange Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption

date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated

earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent

from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Exchange Notes in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Exchange Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Exchange Notes may be exchanged for a like aggregate principal amount of Exchange Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Exchange Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Exchange Note or Exchange Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Exchange Note is registered as the owner hereof for all purposes, whether or not this Exchange Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Exchange Notes shall have occurred and be continuing, the Principal Amount of the Exchange Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Exchange Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Exchange Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

Reserved.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Exchange Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Exchange Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of an Exchange Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.

Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

this Exchange Note and all rights thereunder, hereby irrevocably constituting and appointing _________________ attorney to transfer said Exchange Note on the books of the Company with full power of substitution in the premises.

Exhibit 4(f)

TRW INC.

And

THE CHASE MANHATTAN BANK, as Trustee

Fifth Supplemental Indenture

Dated as of June 2, 1999

Relating to the 7 3/4% Debentures Due 2029

FIFTH SUPPLEMENTAL INDENTURE (this "Fifth Supplemental Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as successor trustee (the "Trustee") to Mellon Bank, N.A.

WHEREAS the Company has executed and delivered to the Trustee an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2, 1999, between the Company and the Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is herein called the "Indenture") providing for the issuance and sale by the Company from time to time of its senior debt securities (the "Securities");

WHEREAS Section 11.01(f) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Section 2.02 of the Indenture, providing for the issuance of any additional series of Securities as provided in Section 3.01 of the Indenture and to set forth the terms thereof;

WHEREAS the Company proposes in and by this Fifth Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 7 3/4% Debentures Due 2029 limited in aggregate principal amount to $550,000,000 (the "Debentures"). The Debentures shall consist of the Initial Debentures and the Exchange Debentures (both as defined herein), which together shall constitute one series of Securities for purposes of the Indenture; and

WHEREAS the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture and have certified that all requirements necessary to make this Fifth Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and that the

execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, the Company and the Trustee hereby agree that the following sections of this Fifth Supplemental Indenture supplement and amend the Indenture with respect to that series of Securities which consists of the Debentures:

SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of Article One of the Indenture is hereby supplemented, solely with respect to that series of Securities which consists of Debentures, to add the following definitions:

"Agent Members" has the meaning provided in Section 2.06.

"Debentures" means the series of Securities issued pursuant to this Indenture designated as the 7 3/4% Debentures Due 2029 and limited in aggregate principal amount to $550,000,000.

"Debentures Closing Date" means June 2, 1999.

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Debentures" means any Debentures if and when issued pursuant to this Indenture in connection with an Exchange Offer for a like principal amount of the Initial Debentures.

"Exchange Offer" has the meaning provided in the Registration Rights Agreement.

"Foreign Holder" means a holder of a Debenture that is, for United States Federal income tax purposes (a) a non-resident alien individual,
(b) a foreign corporation or (c) an estate or trust that is not a United States Holder.

"Global Debentures" has the meaning provided in Section 2.02.

"Initial Debentures" means a series of Securities issued pursuant to the Indenture and designated as the 7 3/4%

Debentures Due 2029 limited in aggregate principal amount to $550,000,000.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Non-U.S. Person" means a Person who is not a "U.S. person" (as defined in Regulation S).

"Physical Debentures" has the meaning provided in Section 2.02.

"Private Placement Legend" means the legend initially set forth on the Debentures in the form set forth in Section 2.05(a).

"Purchase Agreement" means with respect to the Initial Debentures, the Purchase Agreement dated May 26, 1999, among the Company and the representatives of the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registration Rights Agreement" means the Registration Rights Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the representatives of the Initial Purchasers (as defined in the Registration Rights Agreement).

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Rule 144A" means rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Shelf Registration Statement" has the meaning provided in the Registration Rights Agreement.

"Transfer Restricted Debentures" means Debentures that bear or are required to bear the legend set forth in Section 2.05(a) hereto.

"United States Holder" means a holder of a Debenture that is, for United States Federal income tax purposes,

(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a corporation created or organized under United States law (Federal or state); or
(3) an estate or trust whose world-wide income is subject to United States Federal income tax.

SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of Securities designated as the "7 3/4% Debentures Due 2029" limited in aggregate principal amount to $550,000,000. The Debentures shall include the Initial Debentures and the Exchange Debentures, which together shall constitute one series of Securities for purposes of the Indenture.

SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Debentures are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following:

"The Debentures shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Debentures offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Debentures in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL DEBENTURE"), which shall be deposited on behalf of the purchasers of the Initial Debentures represented thereby with the Trustee, at its

New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.

Debentures initially offered and sold to Institutional Accredited Investors in transactions exempt from the registration requirements of the Securities Act shall be issued in the form of certificated Debentures in definitive, fully registered form without interest coupons with the securities legend and the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL DEBENTURES"). Debentures issued pursuant to Section 2.06 in exchange for interests in the Global Debentures shall be Physical Debentures.

(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 2.05:

"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Debenture certificate
(and all Debentures issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form:

"THIS DEBENTURE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS DEBENTURE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE DEBENTURES, RESELL OR OTHERWISE TRANSFER THIS DEBENTURE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE

SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS DEBENTURE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE DEBENTURES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS DEBENTURE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

(ii) Upon any sale or transfer of a Transfer Restricted Debenture (including any Transfer Restricted Debenture represented by a Global Debenture) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Debenture for a Debenture that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Debenture, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior to an Exchange Offer the

Registrar shall issue an Initial Debenture that does not bear the legend set forth above and (2) if such exchange occurs after an Exchange Offer, the Registrar shall issue an Exchange Debenture.

(iii) After a transfer of any Initial Debentures during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Debentures all requirements pertaining to legends on such Initial Debenture will cease to apply, and an Initial Debenture without legends will be available to the transferee of the Holder of such Initial Debentures upon exchange of such transferring Holder's Initial Debenture in the form of a Physical Debentures or directions to transfer such Holder's interest in the Global Debenture, as applicable.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Debentures pursuant to which Holders of such Initial Debentures are offered Exchange Debentures in exchange for their Initial Debentures, Initial Debentures with the restricted securities legend set forth in Section 2.05(a) will be available to Holders of such Initial Debentures that do not exchange their Initial Debentures, and Exchange Debentures in certificated or global form without the restricted securities legend will be available to Holders that exchange such Initial Debentures in such Exchange Offer.

(v) Upon the consummation of an Exchange Offer, holders who are not entitled to participate in the Exchange Offer shall be entitled to exchange their Initial Debentures for Exchange Debentures in the form of Physical Debentures, PROVIDED that such Physical Debentures shall bear the legend set forth in paragraph (a)(i) of this Section and shall constitute Transfer Restricted Debentures.

(b) Each Global Debenture, Initial Debenture and Exchange Debenture (other than Physical Debentures), shall also bear the following legend on the face thereof:

"UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE."

(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF DEBENTURES.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Physical Debentures and Global Debentures at the Registrar's request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debentures other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer.

(iii) The Company shall not be required to (A) to issue, register, register the transfer of or exchange any Debenture during a period of 15 days preceding the selection of Debentures for redemption, or (B) register the transfer of or exchange of any Physical Debenture selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Debenture to be redeemed in part, the portion thereof not to be redeemed.

(iv) Prior to the due presentation for registration of transfer of any Debenture, the Company, the Trustee, the Paying Agent, the Registrar may deem and treat the person in whose name a Debenture is registered as the absolute owner of such Debenture for the purpose of receiving payment of principal of and interest on such Debenture and for all other purposes

whatsoever, whether or not such Debenture is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Debentures issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Debentures surrendered upon such transfer or exchange.

(d) NO OBLIGATION OF THE TRUSTEE.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Debenture, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Debentures or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Debentures. All notices and communications to be given to the Holders and all payments to be made to Holders under the Debentures shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Debenture). The rights of beneficial owners in any Global Debenture shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Debenture (including any transfers between or among Depository participants, members or beneficial owners in any Global Debenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof."

(c) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 2.06:

"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL DEBENTURES.
(a) This Section 2.06(a) shall apply only to a Global Debenture deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Debentures that (i) shall be registered in the name of the Depository for such Global Debenture or Global Debentures or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository and (iii) bear legends as set forth in Section 2.05(b).

Members of, or participants in, the Depository (the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Debenture held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Debenture and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Debenture.

(b) Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to the Depository, its successor or their respective nominees. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of the Depository and the provisions of Section 2.07. In addition, Physical Debentures shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Debentures if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for the Global Debentures under the Exchange Act and a successor depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days of such notice or (ii) at any time if the Company determines that the Global Debentures (in whole but not in part) should be exchanged for Physical Debentures.

In addition to the foregoing, during the continuance of an Event of Default holders of book-entry interests will be entitled to request and receive Physical Debentures. Such Physical Debentures will be issued to and registered in the name of, or as directed by, that person only upon the request in writing made through a Depository participant.

(c) In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debentures in an amount equal to the principal amount of the beneficial interest in such Global Debentures to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Debentures of like tenor and amount.

(d) In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this Section, the Global Debenture shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations.

(e) Any Physical Debenture delivered in exchange for an interest in the Global Debenture pursuant to paragraph (b) or (d) of this
Section shall, except as otherwise provided by paragraph (a) of Section 2.05, bear the legend regarding transfer restrictions applicable to the Physical Debenture set forth in Section 2.05.

(f) The registered holder of a Global Debenture may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Debentures.

(g) Beneficial owners of interests in a Global Debenture may receive Physical Debentures (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Debenture equal to the principal amount of such Physical Debentures and the Company shall execute and the

Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

(i) CANCELLATION OR ADJUSTMENT OF GLOBAL DEBENTURE. At such time as all beneficial interests in a Global Debenture have either been exchanged for Physical Debentures, redeemed, repurchased or canceled, such Global Debenture shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Debenture is exchanged for Physical Debentures, redeemed, repurchased or canceled, the principal amount of Debentures represented by such Global Debenture shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Debenture, by the Trustee to reflect such reduction."

(d) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 2.07:

"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL DEBENTURES. (i) The transfer and exchange of Global Debentures or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Debenture shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Debenture. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Debenture and to debit the account of the Person making the transfer the beneficial interest in the Global Debenture being transferred.

(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Debenture may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iii) In the event that a Global Debenture is exchanged for Physical Debentures pursuant to Section 2.06(b), prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Debentures, such Debentures may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.07 (including the certification requirements set forth on the reverse of the Initial Debentures intended to ensure that such transfers comply with Rule 144A, Regulation D or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(b) GENERAL. By its acceptance of any Debenture bearing the Private Placement Legend, each Holder of such a Debenture acknowledges the restrictions on transfer of such Debenture set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Debenture only as provided in this Indenture. The Registrar shall not register a transfer of any Debenture unless such transfer complies with the restrictions on transfer of such Debenture set forth in this Indenture. In connection with any transfer of Debentures, each Holder agrees by its acceptance of the Debentures to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar."

SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to

that series of Securities which consists of Debentures, to read in its entirety as follows:

"Subject to Sections 2.06 and 2.07, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Initial Debentures for Exchange Debentures), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; PROVIDED, that no exchanges of Initial Debentures for Exchange Debentures shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Initial Debentures that are exchanged for Exchange Debentures shall be canceled by the Trustee."

SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 4.09:

"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Debentures such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Debentures to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Debentures to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Debentures, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Debentures, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Debentures, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Debentures are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this Section 4.09, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein."

(b) Article Four of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 4.10:

"SECTION 4.10. REDEMPTION. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described under Section 4.09 above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with

respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Debentures on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Debentures. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described in Section 4.09 and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Debentures pursuant to their terms."

SECTION 6. THIS FIFTH SUPPLEMENTAL INDENTURE. This Fifth Supplemental Indenture and the Exhibits hereto shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 7. GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. COUNTERPARTS. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 9. HEADINGS. The headings of this Fifth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture.

SECTION 11. SEVERABILITY. In case any one or more of the provisions contained in this Fifth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Fifth Supplemental Indenture or of the Securities, but this Fifth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TRW Inc.,

by

 /s/ William B. Lawrence
-----------------------------------------
Name:   William B. Lawrence
Title:      Executive Vice President,
            General Counsel and Secretary

THE CHASE MANHATTAN BANK, as Trustee,

by

 /s/ R. J. Halleran
-----------------------------------------
Name:   R. J. Halleran
Title:      Second Vice President

EXHIBIT A

[FORM OF FACE OF INITIAL DEBENTURE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

7 3/4% Debenture Due 2029

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2029.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Debenture is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 3/4% Debentures Due 2029 (hereinafter referred to as the "Debentures"), limited in aggregate principal amount to $550,000,000.

IN WITNESS WHEREOF, the Company has caused this Debenture to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date: TRW INC.

By: _________________________

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By:______________________________
Authorized Officer

[FORM OF REVERSE SIDE OF INITIAL DEBENTURE]

TRW INC.

7 3/4% Debenture Due 2029

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2029, and to pay interest on the Principal Amount at the rate of [ ]% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default ahall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Debentures is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Debenture. The amount of Additional Interest due on this Debenture will be determined by multiplying the applicable Additional Interest rate by

the outstanding principal amount of this Debenture, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

If the Company defaults in a payment of interest on the Debentures, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Debentures (except defaulted interest) to the Persons in whose names the Debentures are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Debentures are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Debentures to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Debenture. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Debenture is one of the duly authorized issue of senior debentures, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement

of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Debenture is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 3/4% Debentures Due 2029, limited in aggregate principal amount to $550,000,000. The terms of the Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Debentures are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Debentures have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Debentures. The Debentures will be redeemable as a whole at any time or in part from time to time, at the option of the Company, (a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Debentures and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 25 basis points, plus any interest accrued but not paid to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is

published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Debentures to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Debentures. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Debentures such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Debentures to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Debentures to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign

corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Debentures, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Debentures, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Debentures, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Debentures are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Debentures on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Debentures. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall

have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Debentures pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Debentures in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Debentures are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Debentures may be exchanged for a like aggregate principal amount of Debentures of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Debenture at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Debenture or Debentures of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Debentures shall have occurred and be continuing, the Principal Amount of the Debentures and all accrued and

unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Debentures has been manually executed by or on behalf of the Trustee under the Indenture, such Debentures shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

[To be included in Debentures other than (x) Exchange Debentures and (y) Debentures sold pursuant to a Shelf Registration Statement.]

Pursuant to a Registration Rights Agreement among the Company and the Initial Purchasers (as defined in the Purchase Agreement), the Company has agreed that it will file with the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a registration statement (the "Registration Statement") with respect to an issue of Debentures identical in all material respects to the Debentures (the "Exchange Debentures") and, upon becoming effective, to offer the Holders of the Debentures the opportunity to exchange their Debentures for the Exchange Debentures (the "Exchange Offer"). In the event that due to a change in current interpretations by the Commission, the Company is not permitted to effect such Exchange Offer, the Company will instead file a registration statement covering resales by the holders of Debentures (a "Shelf Registration Statement") and will use its reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the Debentures Closing Date; provided that TRW will under certain circumstances be entitled to suspend the availability of the Shelf Registration Statement. The Company shall, in the event a Shelf Registration Statement is filed, provide to each Holder of the Debentures a copy of the prospectus and notify each such Holder when the Shelf Registration Statement has become effective. A Holder that sells Debentures pursuant to a Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales. The Exchange Debentures will be issued (i) under the Indenture or (ii) under an indenture substantially similar to the

Indenture, which, in either event, will provide that the Exchange Debentures will not be subject to the transfer restrictions described in the Indenture.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer provided that the Company has accepted all Debentures theretofore validly tendered in accordance with the terms of the Exchange Offer. Any Additional Interest on the Initial Debentures accrued but not paid prior to the Exchange Offer shall be payable on the Exchange Debentures. Debentures not tendered in the Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Debentures.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Debentures at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of a Debenture, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

To assign this Debenture, fill in the form below:

I or we assign and transfer this Debenture to

and irrevocably appoint agent to transfer this Debenture on the books of the Company. The agent may substitute another to act for him.

Date: ________________ Your Signature: _____________________

In connection with any transfer of any of the Debentures evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Debentures and the last date, if any, on which such Debentures were owned by the Company or any Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising such Debentures are being transferred in accordance with its terms:

(1)      [ ]     to the Company; or

(2)      [ ]     pursuant to an effective registration statement under
                 the Securities Act of 1933; or

(3)      [ ]     to a "qualified institutional buyer" (as defined in
                 Rule 144A under the Securities Act

                  of 1933) that purchases for its own account or for
                  the account of a qualified institutional buyer to
                  whom notice is given that such transfer is being
                  made in reliance on Rule 144A, in each case
                  pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933; or

(4)      [ ]      outside the United States in an offshore transaction
                  within the meaning of Regulation S under the
                  Securities Act in compliance with Rule 904 under the
                  Securities Act of 1933;

(5)      [ ]      inside the United States to an institutional
                  "accredited investor" (as defined in Rule 501(a)(i),
                  (2), (3) or (7) of Regulation D under the Securities
                  Act) that purchases for its own account or for one or
                  more accounts (each of which is an institutional
                  "accredited investor") as to each of which it
                  exercises sole investment discretion; or

(6)      [ ]      pursuant to another available exemption from
                  registration provided by Rule 144 under the
                  Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Debentures evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, however, that if box (4), (5) or
(6) is checked, the Trustee may require, prior to registering any such transfer of the Debentures, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated: ________________             ___________________________________________
                                    NOTICE:  To be executed by
                                             an executive officer

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Debenture was made in an offshore transaction within the meaning of Regulation S.

Dated: ________________             ____________________________________________
                                    NOTICE:  To be executed by
                                             an executive officer

TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" within the meaning of Rule 501(a)(i), (2),
(3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and experience in financial and business

matters a to be capable of evaluating the merits and risks of its investment in the Debentures and any accounts for which it is acting are each able to bear the economic risk of its or their investment and that it is aware that the transfer or is relying upon the undersigned's foregoing representations.

Dated: ________________             ____________________________________________
                                    NOTICE:  To be executed by
                                             an executive officer

[FORM OF FACE OF EXCHANGE DEBENTURE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

7 3/4% Debenture Due 2029

[CUSIP] [ISIN] [COMMON CODE]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 1, 2029.

Interest Payment Dates: June 1 and December 1, commencing December 1, 1999.

Regular Record Dates: May 15 and November 15.

Reference is hereby made to the further provisions of this Exchange Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Exchange Debenture is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 3/4% Exchange Debentures Due 2029 (hereinafter referred to as the "Exchange Debentures"), limited in aggregate principal amount to $550,000,000.

IN WITNESS WHEREOF, the Company has caused this Exchange Debenture to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date: TRW INC.

By: _________________________

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By: ________________________
Authorized Officer

[FORM OF REVERSE SIDE OF EXCHANGE DEBENTURE]

TRW INC.

7 3/4% Exchange Debenture Due 2029

1. PRINCIPAL AND INTEREST.

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2029, and to pay interest on the Principal Amount at the rate of 7 3/4% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults have were cured if such Additional Interest was not paid prior to the date on which the Initial Debenture was exchanged for this Exchange Debenture.(1)] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Exchange Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Exchange Debentures is declared due and payable as provided in Section 9, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the

extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.
If the Company defaults in a payment of interest on the Exchange Debentures, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten
(10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Exchange Debentures (except defaulted interest) to the Persons in whose names the Exchange Debentures are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Debentures are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Debentures to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph
7)) to collect principal payments.

2. PAYING AGENT AND REGISTRAR.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Exchange Debenture. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

3. INDENTURE; LIMITATIONS.

This Exchange Debenture is one of the duly authorized issue of senior debentures, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and

pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Exchange Debenture is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 7 3/4% Exchange Debentures Due 2029, limited in aggregate principal amount to $550,000,000. The terms of the Exchange Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Exchange Debentures are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Exchange Debentures have the meanings ascribed to them in the Indenture.

4. REDEMPTION AT THE OPTION OF THE COMPANY.

No sinking fund is provided for the Exchange Debentures. The Exchange Debentures will be redeemable as a whole at any time or in part from time to time, at the option of the Company(a "Redemption Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of the Exchange Debentures and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (exclusive of accrued interest) discounted, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 25 basis points, plus accrued interest thereon to the date of redemption (the "Redemption Price").

"Treasury Rate" means, with respect to any redemption date, the yield, under the heading which

represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent to yield maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Exchange Debentures to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Exchange Debentures. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one other primary U.S. Government Securities dealer in New York City (each, a "Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW, provided, however, that if any of the

foregoing shall cease to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

5. PAYMENT OF ADDITIONAL AMOUNTS.

The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Debentures such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Debentures to a Foreign Holder, after deduction or withholding for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in the Debentures to be then due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional amounts shall not apply:

1. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, considered as:

a. being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b. having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c. being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or

d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision;

2. to any Holder that is not the sole beneficial owner of the Debentures, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Debentures, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, assessment or other governmental charge;

4. to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;

5. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Debentures, if such payment can be made without such withholding by any other paying agent; or

8. in the case of any combination of items "1." - "7."

The Debentures are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided above, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

6. REDEMPTION FOR TAXES.

If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in, or amendments to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 26, 1999, the Company becomes or will become obligated to pay additional amounts as described above, or (b) any act is taken by a taxing authority of the United States on or after May 26, 1999, whether or not such act is taken with respect to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay such additional amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Debentures on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Debentures. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent

counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that it will or may be required to pay the additional amounts described above and the Company shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion, the Company is entitled to redeem the Debentures pursuant to their terms.

7. REDEMPTION PROCEDURE.

If the Company wishes to redeem the Exchange Debentures in whole or in part, then the Company shall give notice in the manner provided in the Indenture that is not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date (the "Company Notice") which includes the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed from the Holder to whom the notice is given; (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (including applicable interest thereon, if any), and that interest, if any, thereon shall cease to accrue on said date; (v) the place where such Securities and coupons, if any, are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (vi) that the redemption is on account of a sinking fund, if that be the case.

Notice of redemption of Securities to be redeemed shall be given by the Company or, on Company Order, by the Trustee in the name and at the expense of the Company.

8. DENOMINATIONS; TRANSFER; EXCHANGE.

The Exchange Debentures are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Exchange Debentures may be exchanged for a like aggregate principal amount of Exchange Debentures of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Exchange Debenture at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Exchange Debenture or Exchange Debentures of authorized

denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Exchange Debenture is registered as the owner hereof for all purposes, whether or not this Exchange Debenture is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

9. DEFEASANCE.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

10. AMENDMENT; SUPPLEMENT; WAIVER.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

11. DEFAULTS AND REMEDIES.

If an Event of Default with respect to the Exchange Debentures shall have occurred and be continuing, the Principal Amount of the Exchange Debentures and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

12. AUTHENTICATION.

Unless the certificate of authentication on any Exchange Debentures has been manually executed by or on behalf of the Trustee under the Indenture, such Exchange Debentures shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

13. EXCHANGE OFFER; REGISTRATION RIGHTS.

Reserved.

14. OBLIGATION TO PAY INTEREST ABSOLUTE.

No reference herein to the Indenture and no provision of this Exchange Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Exchange Debentures at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

Each Holder of an Exchange Debenture, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

16. GOVERNING LAW.

THIS EXCHANGE DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

17. ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=

tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

this Exchange Debenture and all rights thereunder, hereby irrevocably constituting and appointing___________________ attorney to transfer said Exchange Debenture on the books of the Company with full power of substitution in the premises.

Date:_______________

Exhibit 4(g)

TRW INC.

And

THE CHASE MANHATTAN BANK, as Trustee

Sixth Supplemental Indenture

Dated as of June 23, 1999

Relating to the 6.45% Notes due 2001

SIXTH SUPPLEMENTAL INDENTURE (this "Sixth Supplemental Indenture") dated as of June 23, 1999, among TRW Inc., an Ohio corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as successor trustee (the "Trustee") to Mellon Bank, N.A.

WHEREAS the Company has executed and delivered to the Trustee an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and the Sixth Supplemental Indenture dated as of June 23, 1999, between the Company and the Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is herein called the "Indenture") providing for the issuance and sale by the Company from time to time of its senior debt securities (the "Securities");

WHEREAS Section 11.01(f) of the Indenture permits the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Section 2.02 of the Indenture, providing for the issuance of any additional series of Securities as provided in Section 3.01 of the Indenture and to set forth the terms thereof;

WHEREAS the Company proposes in and by this Sixth Supplemental Indenture to supplement and amend the Indenture in certain respects to establish a series of Securities issued pursuant to the Indenture designated as the 6.45% Notes due 2001 limited in aggregate principal amount to $425,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes (both as defined herein), which together shall constitute one series of Securities for purposes of the Indenture; and

WHEREAS the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture and have certified that all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and that the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, the Company and the Trustee hereby agree that the following sections of this Sixth Supplemental Indenture supplement and amend the Indenture with respect to that series of Securities which consists of the Notes:

SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

(b) Section 1.01 of Article One of the Indenture is hereby supplemented, solely with respect to that series of Securities which consists of Notes, to add the following definitions:

"Agent Members" has the meaning provided in Section 2.06.

"Depository" means The Depository Trust Company, its nominees and their respective successors.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" means any Notes if and when issued pursuant to this Indenture in connection with an Exchange Offer for a like principal amount of the Initial Notes.

"Exchange Offer" has the meaning provided in the Registration Rights Agreement.

"Foreign Holder" means a holder of a Note that is, for United States Federal income tax purposes (a) a non-resident alien individual, (b) a foreign corporation or (c) an estate or trust that is not a United States Holder.

"Global Notes" has the meaning provided in Section 2.02.

"Initial Notes" means a series of Securities issued pursuant to the Indenture and designated as the 6.45% Notes due 2001 limited in aggregate principal amount to $425,000,000.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

"Non-U.S. Person" means a Person who is not a "U.S. person" (as defined in Regulation S).

"Notes Closing Date" means June 23, 1999.

"Notes" means the series of Securities issued pursuant to this Indenture designated as the 6.45% Notes due 2001 and limited in aggregate principal amount to $425,000,000.

"Physical Notes" has the meaning provided in Section 2.02.

"Private Placement Legend" means the legend initially set forth on the Notes in the form set forth in Section 2.05(a).

"Purchase Agreement" means with respect to the Initial Notes, the Purchase Agreement dated June 18, 1999, among the Company and the representatives of the Initial Purchasers.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Registration Rights Agreement" means the Registration Rights Agreement dated June 23, 1999, between the Company and Goldman Sachs & Co. as the representative of the Initial Purchasers (as defined in the Registration Rights Agreement).

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Rule 144A" means rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Shelf Registration Statement" has the meaning provided in the Registration Rights Agreement.

"Transfer Restricted Notes" means Notes that bear or are required to bear the legend set forth in Section 2.05(a) hereto.

"United States Holder" means a holder of a Note that is, for United States Federal income tax purposes,

(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a corporation created or organized under United States law (Federal or state); or
(3) an estate or trust whose world-wide income is subject to United States Federal income tax.

SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of Securities designated as the "6.45% Notes due 2001" limited in aggregate principal amount to $425,000,000. The Notes shall include the Initial Notes and the Exchange Notes, which together shall constitute one series of Securities for purposes of the Indenture.

SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following:

"The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be

increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.

Notes issued pursuant to Section 2.06 in exchange for interests in the Global Notes shall be issued in the form of certificated Notes in definitive, fully registered form without interest coupons with the securities legend and the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL NOTES").

(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.05:

"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND
(4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES."

(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior to an Exchange Offer the Registrar shall issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar shall issue an Exchange Note.

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes all requirements pertaining to legends on such Initial Note will cease to apply, and an Initial Note without legends will be available to the transferee of the

Holder of such Initial Notes upon exchange of such transferring Holder's Initial Notes in the form of a Physical Notes or directions to transfer such Holder's interest in the Global Note, as applicable.

(iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, Initial Notes with the restricted securities legend set forth in Section 2.05(a) will be available to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form without the restricted securities legend will be available to Holders that exchange such Initial Notes in such Exchange Offer.

(v) Upon the consummation of an Exchange Offer, holders who are not entitled to participate in the Exchange Offer shall be entitled to exchange their Initial Notes for Exchange Notes in the form of Physical Notes, PROVIDED that such Physical Notes shall bear the legend set forth in paragraph (a)(i) of this Section and shall constitute Transfer Restricted Notes.

(b) Each Global Note, Initial Note and Exchange Note (other than Physical Notes), shall also bear the following legend on the face thereof:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE."

(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes and Global Notes at the Registrar's request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer.

(iii) The Company shall not be required to (A) to issue, register, register the transfer of or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange of any Physical Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Note to be redeemed in part, the portion thereof not to be redeemed.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(d) NO OBLIGATION OF THE TRUSTEE.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,

and to examine the same to determine substantial compliance as to form with the express requirements hereof."

(c) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.06:

"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a) This Section 2.06(a) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository and (iii) bear legends as set forth in Section 2.05(b).

Members of, or participants in, the Depository (the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depository, its successor or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depository and the provisions of Section 2.07. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for the Global Notes under the Exchange Act and a successor depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days of such notice or (ii) at any time if the Company determines that the Global Notes (in whole but not in part) should be exchanged for Physical Notes. In addition to the foregoing, during the continuance of an Event of Default holders of book-entry interests will be entitled to request and receive Physical Notes. Such Physical Notes will be issued to and registered in the name of, or as directed by, that person only upon the request in writing made through a Depository participant.

(c) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this Section, the Global Note shall be deemed to be surrendered to the Trustee for cancelation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note delivered in exchange for an interest in the Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (a) of Section 2.05, bear the legend regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.

(f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(g) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such reduction."

(d) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.07:

"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iii) In the event that a Global Note is exchanged for Physical Notes pursuant to Section 2.06(b), prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.07 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation D or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(b) GENERAL. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar."

SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, to read in its entirety as follows:

"Subject to Sections 2.06 and 2.07, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Initial Notes for Exchange Notes), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; provided, that no exchanges of Initial Notes for Exchange Notes shall occur until

a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Initial Notes that are exchanged for Exchange Note shall be canceled by the Trustee."

SECTION 5. THIS SIXTH SUPPLEMENTAL INDENTURE. This Sixth Supplemental Indenture and the Exhibits hereto shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.

SECTION 6. GOVERNING LAW. THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. COUNTERPARTS. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 8. HEADINGS. The headings of this Sixth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 9. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture.

SECTION 10. SEVERABILITY. In case any one or more of the provisions contained in this Sixth Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Sixth Supplemental Indenture or of the Securities, but this Sixth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.

TRW Inc.,

by

/s/  Ronald P. Vargo
-------------------------------------
Name:   Ronald P. Vargo
Title:  Vice President and Treasurer

THE CHASE MANHATTAN BANK, as Trustee,

by

/s/  R.J. Halleran
-------------------------------------
Name:   R.J. Halleran
Title:  Second Vice President

[FORM OF FACE OF INITIAL NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6.45% Notes due 2001

[CUSIP]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 15, 2001.

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 1999.

Regular Record Dates: June 1 and December 1.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and the Sixth Supplemental Indenture dated as of June 23, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6.45% Notes due 2001 (hereinafter referred to as the "Notes"), limited in aggregate principal amount to $425,000,000.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date: TRW INC.

By: _________________________

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By: _________________________

[FORM OF REVERSE SIDE OF INITIAL NOTE]

TRW INC.

6.45% Notes due 2001

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 15, 2001, and to pay interest on the Principal Amount at the rate of 6.45% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 15 and June 15 of each year (each an "Interest Payment Date") commencing on December 15, 1999. Interest on the Notes shall accrue from June 23, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 8, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each

Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the June 1 or December 1 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the notice given by the Company in the manner provided in the Indenture) to collect principal payments.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

This Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6.45% Notes due 2001, limited in aggregate principal amount to $425,000,000. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Notes have the meanings ascribed to them in the Indenture.

The Notes may not be redeemed.

The Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 662/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

If an Event of Default with respect to the Notes shall have occurred and be continuing, the Principal Amount of the Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

Unless the certificate of authentication on any Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

[To be included in Notes other than (x) Exchange Notes and
(y) Notes sold pursuant to a Shelf Registration Statement.]

Pursuant to a Registration Rights Agreement among the Company and the Initial Purchasers (as defined in the Purchase Agreement), the Company has agreed that it will file with the Securities and Exchange Commission (the "Commission") and use its reasonable best efforts to cause to become effective a registration statement (the "Registration Statement") with respect to an issue of Notes identical in all material respects to the Notes (the "Exchange Notes") and, upon becoming effective, to offer the Holders of the Notes the opportunity to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the event that due to a change in current interpretations by the Commission, the Company is not permitted to effect such Exchange Offer, the Company will instead file a registration statement covering resales by the holders of Notes (a "Shelf Registration Statement") and will use its reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the Notes Closing Date; provided that TRW will under certain circumstances be entitled to suspend the availability of the Shelf Registration Statement. The Company shall, in the event a Shelf Registration Statement is filed, provide to each Holder of the Notes a copy of the prospectus and notify each such Holder when the Shelf Registration Statement has become effective. A Holder that sells Notes pursuant to a Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a current prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales. The Exchange Notes will be issued (i) under the Indenture or (ii) under an indenture substantially similar to the Indenture, which, in either event, will provide that the Exchange Notes will not be subject to the transfer restrictions described in the Indenture.

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer provided that the Company has accepted all Notes theretofore validly tendered in accordance with the terms of the Exchange Offer. Any Additional Interest on the Initial Notes accrued but not paid prior to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered in the Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

Each Holder of a Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: ________________ Your Signature: _____________________

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising such Notes are being transferred in accordance with its terms:

(1)      [ ]      pursuant to an effective registration statement under
                  the Securities Act of 1933; or

(2)      [ ]      to a "qualified institutional buyer" (as defined in
                  Rule 144A under the Securities Act of 1933) that
                  purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is
                  given that such transfer is being made in reliance
                  on Rule 144A, in each case pursuant to and in
                  compliance with Rule 144A under the Securities Act
                  of 1933; or

(3)      [ ]      outside the United States in an offshore
                  transaction within the meaning of Regulation S under
                  the Securities Act in compliance with Rule 904 under
                  the Securities Act of 1933;

(4)      [ ]      inside the United States to an institutional
                  "accredited investor" (as defined in Rule 501(a)(i),
                  (2), (3) or (7) of Regulation D under the Securities
                  Act) that purchases for its own account or for one or
                  more accounts (each of which is an institutional
                  "accredited investor") as to each of which it
                  exercises sole investment discretion; or

(5)      [ ]      pursuant to another available exemption from
                  registration provided by Rule 144 under the
                  Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, HOWEVER, that if box (3), (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is

aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated: ________________                     ______________________________
                                            NOTICE:  To be executed by
                                            an executive officer

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S.

Dated: ________________                     ______________________________
                                            NOTICE:  To be executed by
                                            an executive officer

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and experience in financial and business matters a to be capable of evaluating the merits and risks of its investment in the Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment and that it is aware that the transfer or is relying upon the undersigned's foregoing representations.

Dated: ________________                     ______________________________
                                            NOTICE:  To be executed by
                                            an executive officer

[FORM OF FACE OF EXCHANGE NOTE]

[INSERT APPROPRIATE LEGEND]

TRW INC.

6.45% Notes due 2001

[CUSIP]

No. $[ ]

TRW INC., an Ohio corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on June 15, 2001.

Interest Payment Dates: June 15 and December 15 of each year, commencing December 15, 1999.

Regular Record Dates: June 1 and December 1.

Reference is hereby made to the further provisions of this Exchange Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated as of June as of 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and the Sixth Supplemental Indenture dated as of June 23, 1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as amended by the Supplemental Indentures is hereinafter referred to as the "Indenture"). This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6.45% Exchange Notes due 2001 (hereinafter referred to as the "Exchange Notes"), limited in aggregate principal amount to $425,000,000.

IN WITNESS WHEREOF, the Company has caused this Exchange Note to be signed manually or by facsimile by its duly authorized officers under its corporate seal.

Date: TRW INC.

By: _________________________

[SEAL]

Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By:________________________

[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

TRW INC.

6.45% Notes due 2001

TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 15, 2001, and to pay interest on the Principal Amount at the rate of 6.45% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.1] The Company will pay interest semiannually in arrears on December 15 and June 15 of each year (each an "Interest Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes shall accrue from June 23, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable.

If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 8, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for.

If the Company defaults in a payment of interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be

mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the notice given by the Company in the manner provided in the Indenture) to collect principal payments.

Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Exchange Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; PROVIDED that there will at all times be a Paying Agent in The City of New York.

This Exchange Note is one of the duly authorized issue of senior Notes, notes, bonds or other evidences of indebtedness of the Company, of the series herein specified, all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Exchange Note is one of the series of Securities of the Company issued pursuant to the Indenture and is designated as the 6.45% Notes due 2001, limited in aggregate principal amount to $425,000,000. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended. The Exchange Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a statement of those terms. Capitalized terms used but not defined in the Exchange Notes have the meanings ascribed to them in the Indenture.

The Notes may not be redeemed.

The Exchange Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples thereof. Exchange Notes may be exchanged for a like aggregate principal amount of Exchange Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

Upon due presentment for registration of transfer of this Exchange Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Exchange Note or Exchange Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Exchange Note is registered as the owner hereof for all purposes, whether or not this Exchange Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

As provided in the Indenture and subject to the satisfaction of certain conditions set forth therein, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants under the Indenture or of any provisions set forth, with respect to the Securities of such series, in any additions or changes to or deletions from the covenants and Events of Default under the Indenture in the Board Resolutions or supplemental indenture with respect to the Securities of such series.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Securities of each series under the Indenture with the consent of the Holders of not less than 662/3% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders of all Securities of such series.

If an Event of Default with respect to the Exchange Notes shall have occurred and be continuing, the Principal Amount of the Exchange Notes and all accrued and unpaid interest thereon may be declared due and payable in the manner and with the effect provided in the Indenture.

Unless the certificate of authentication on any Exchange Notes has been manually executed by or on behalf of the Trustee under the Indenture, such Exchange Notes shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

Reserved.

No reference herein to the Indenture and no provision of this Exchange Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and any premium of and any interest on the Exchange Notes at the place, rate and respective times and in the coin or currency prescribed herein and in the Indenture.

Each Holder of an Exchange Note, by acceptance thereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

this Exchange Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________ attorney to transfer said Exchange Note on the books of the Company with full power of substitution in the premises.

Date:_______________

Exhibit 4(m)

REGISTRATION RIGHTS AGREEMENT

Dated May 26, 1999

among

TRW INC.

and

MORGAN STANLEY & CO. INCORPORATED
J. P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
AS REPRESENTATIVES FOR THE INITIAL PURCHASERS

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on May 26, 1999, among TRW INC., an Ohio corporation (the "Company"), MORGAN STANLEY & CO. INCORPORATED, J. P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as the representatives (the "Representatives") of the initial purchasers as listed in Schedule II to the Purchase Agreement (as defined below) (the "Initial Purchasers").

This Agreement is made pursuant to the purchase agreement dated May 26, 1999, between the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $400,000,000 principal amount of the Company's 6 1/2% Notes Due 2002, an aggregate of $ 700,000,000 principal amount of the Company's 6 5/8% Notes Due 2004, an aggregate of $750,000,000 principal amount of the Company's 7 1/8% Notes Due 2009, and an aggregate of $550,000,000 principal amount of the Company's 7 3/4% Debentures Due 2029 (collectively, the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect permitted transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

"1933 ACT" shall mean the Securities Act of 1933, as amended from time to time.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time.

"CLOSING DATE" shall mean the Closing Date as defined in the Purchase Agreement.

"COMPANY" shall have the meaning set forth in the preamble and shall also include the Company's successors.

"EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

"EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"EXCHANGE SECURITIES" shall mean securities issued by the Company under the Indenture containing terms identical to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from June 2, 1999, and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

"HOLDER" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect permitted transferees who become registered owners of Registrable Securities under the Indenture; PROVIDED that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in
Section 4(a)).

"INDENTURE" shall mean the Indenture relating to the Securities dated as of May 1, 1986, as supplemented and amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2, 1999, between the Company and The Chase Manhattan Bank, as successor trustee to Mellon Bank, N.A., and as the same may be amended from time to time in accordance with the terms thereof.

"INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

"MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities.

"PERSON" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"PROSPECTUS" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

"PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

"REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER, that the Securities shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement,
(ii) when such Securities have been sold to the public pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) when such Securities shall have ceased to be outstanding or (iv) upon the consummation of the Exchange Offer but only with respect to Securities held by a Holder that is eligible to receive freely tradeable Exchange Securities in connection with the Exchange Offer.

"REGISTRATION EXPENSES" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities, if required pursuant to this Agreement), (iii) all expenses of any Persons engaged by the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants engaged by the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

"REGISTRATION STATEMENT" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"SEC" shall mean the Securities and Exchange Commission.

"SHELF REGISTRATION" shall mean a registration effected pursuant to Section 2(b) hereof.

"SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement of the Company pursuant to the provisions of
Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"TRUSTEE" shall mean the trustee with respect to the Securities under the Indenture.

"UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. REGISTRATION UNDER THE 1933 ACT. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed, within 150 days of the Closing Date, an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, to have the Exchange Offer Registration Statement declared effective within 180 days of the Closing Date and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its reasonable best efforts to consummate the Exchange Offer within 210 days of the Closing Date. The Company shall commence the Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates");

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

(iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the applicable letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and

(v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged.

As soon as practicable after the last Exchange Date, the Company shall:

(i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

The Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC and (ii) there is no injunction, order or decree issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair the ability of the Company to proceed with the Exchange Offer. The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

For a period of 90 days after the Exchange Date, the Company shall also use its reasonable best efforts to make available a prospectus meeting the requirements of the 1933 Act which may be the Prospectus contained in the Exchange Offer Registration Statement or the Prospectus contained in a Shelf Registration Statement, as such Registration Statements may be amended or supplemented from time to time, to holders which are broker-dealers (and which identify themselves as such) in connection with resales of Exchange Securities received in exchange for Registrable Securities, where such Registrable Securities were acquired by such broker-dealers as a result of market-making or other trading activities; PROVIDED that each holder which is a broker-dealer agrees that, upon receipt of notice from the Company of the occurrence of any event which makes any statement in

the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such broker-dealer. If the Company shall give any such notice to suspend the use of the Prospectus, it shall extend the 90-day period referred to above by the number of days during the period from and including the date of the giving of such notice to and including the date when broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Securities.

In the event that, at the Exchange Date, any of the Initial Purchasers shall not have sold all of the Registrable Securities initially purchased from the Company by such Initial Purchaser to unaffiliated investors, upon such Initial Purchaser's request (made within 10 days after the Exchange Date), the Company will use its best efforts to file promptly, or if so requested by any Initial Purchaser, on a later date (which date shall not exceed the date that is six months after the Exchange Date), a Shelf Registration Statement or a post-effective amendment to the Exchange Offer Registration Statement, if acceptable to the SEC, to register all such Registrable Securities for all such Initial Purchasers. The Company will keep such Shelf Registration Statement or other Registration Statement effective and make available to such Initial Purchasers a Prospectus meeting the requirements of the 1933 Act for a period of 120 days, PROVIDED that each such Initial Purchaser agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such Initial Purchasers), such Initial Purchaser will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such Initial Purchaser. If the Company shall give any such notice to suspend the use of the Prospectus, it shall extend the 120-day period referred to above by the number of days during the period from and including the date of the giving of such notice to and including the date when Initial Purchasers shall have received copies of the supplemented or amended Prospectus necessary to permit sales of their Securities.

(b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC or (ii) the Exchange Offer is not for any other reason consummated within 210 days of the Closing Date the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination or date a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement and each Holder shall pay all expenses of its counsel; PROVIDED, HOWEVER, that the Company will pay the reasonable fees and disbursements of one counsel for the Initial Purchasers, the Holders and any Participating Broker-Dealer (as defined below) with respect to each sale of Registrable Securities in connection with any Shelf Registration Statement; provided that such counsel shall be designated by Morgan Stanley & Co. Incorporated.

(d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; PROVIDED, HOWEVER, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

Additional interest (the "Additional Interest") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a "Registration Default"):

(i) If the Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 150 days following the Closing Date, then commencing on the 151st day after the Closing Date, Additional Interest shall be accrued on the Securities over and above the accrued interest at a rate of .25% per annum; or

(ii) If an Exchange Offer Registration Statement or Shelf Registration Statement is filed pursuant to (i) above and is not declared effective within 180 days following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall be accrued on the Securities over and above the accrued interest at a rate of .25% per annum; or

(iii) If either (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the earlier of (x) 45 days after the date on which the Exchange Offer Registration Statement was declared effective and (y) 210 days after the Closing Date, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to the earlier of (x) the expiration of the period referred to in Rule 144(k) and (y) the sale of all the Registrable Securities, then Additional Interest shall be accrued on the Securities over and above the accrued interest at a rate of .25% per annum immediately following the earlier of the (x) 46th day after such effective date and (y) the 211th day after the Closing Date, in the case of (A) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (B) above:

PROVIDED, HOWEVER, that the Additional Interest rate on the Securities may in no event exceed .25% per annum; and, PROVIDED, FURTHER, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Securities for all Securities tendered or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective prior to the expiration of the period referred to in (iii) above, Additional Interest on the Securities as a result of such clause (i), (ii) or (iii) shall cease to accrue.

Any amounts of Additional Interest due pursuant to clauses
(i), (ii) or (iii) above will be payable in cash, on the same original payment dates of the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

3. REGISTRATION PROCEDURES. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and, subject to the terms hereof, the Company consents to the use of such

Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading; provided that, except as otherwise provided herein, the Company shall not be required to provide the Holders with any information as to any facts or events referred to in this clause
(e)(v), and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide prompt notice to each Holder of the withdrawal of any such order;

(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities;

(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission;

(j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Representatives and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Representatives or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object, except for any amendment or supplement or document (a copy of which has been previously furnished to the Representatives and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)) which counsel to the Company shall advise the Company is required in order to comply with applicable law;

(k) obtain a CUSIP number, an ISIN number and a Euroclear common code for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

(l) cause the Indenture to become and remain qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to become and remain so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities reasonably acceptable to the Company, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders and reasonably acceptable to the Company, at reasonable times and in a reasonable manner, all material financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; PROVIDED, HOWEVER, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, until such time as (i) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (ii) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement and the opportunity to contest the same or seek an appropriate protective order), or (iii) such information is required to be set forth in such registration statement or the prospectus included therein or in an amendment to such registration statement or an amendment or supplement to such prospectus in order that such registration statement, prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) in the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange on which securities issued by the Company of the same class are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(o) use its reasonable best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);

(p) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and

(ii) make all required filings of such Prospectus supplement or such post-effective amendment promptly after the Company has received notification of the matters to be incorporated in such filing; and

(q) in the case of a Shelf Registration, enter into such customary agreements and take such other actions in connection therewith (including those reasonably requested by the Holders of a majority of the Registrable Securities being sold) reasonably necessary to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of this type and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings of this type, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings of this type, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause
(i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

In the case of a Shelf Registration Statement, as a condition to any Holder's participation in the Shelf Registration, the Company may require such Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder as a condition to any Holder's participation in the Shelf Registration, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice and shall not use such Registration Statement or Prospectus until amended or supplemented. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice suspending use of the Shelf Registration Statement only twice during any 365 day period and any such suspensions during such 365 day period may not exceed 60 days in the aggregate for each such 365 day period and there may not be more than two suspensions in effect during any 365 day period. In the event that the aggregate number of days in any consecutive 365 day period for which all such notices are issued and effective exceeds 60 days in the aggregate, the Company will be obligated to pay Additional Interest on the Registrable Securities in an amount equal to .25% per annum in respect of the Securities that constitute Registrable Securities. Upon the Company declaring that the Shelf Registration Statement is usable after the period of time described in the preceding sentence the accrual of Additional Interest shall cease; provided, however, that if after any such cessation of the accrual of Additional Interest the Shelf Registration Statement again ceases to be usable beyond the period permitted above, Additional Interest will again accrue pursuant to the foregoing provisions.

The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.

4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading

activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; PROVIDED that:

(i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

(ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Initial Purchasers or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and PROVIDED FURTHER that, in connection with such application of the Shelf Registration procedures set forth in
Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) subject to Section 2(c), to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers and (z) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

(c) The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

5. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all losses, claims, damages and liabilities, joint or several (including amounts paid in settlement of any litigation if such settlement is effected with the written consent of the Company), to which they or any of them may become subject under the Act, the Exchange Act or other state statutory law or regulation, at common law or otherwise, insofar as such losses, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, and agrees to reimburse each such indemnified party for any and all legal or other expenses (including, but not limited to, fees and disbursements of counsel chosen by Morgan Stanley & Co. Incorporated) reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based

upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company in writing by Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, otherwise than under this Section 5. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party, or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party, of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by Morgan Stanley & Co. Incorporated in the case of paragraph (a) of this Section 5, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) To the extent the indemnification provided for in this
Section 5 is unavailable to an indemnified party under paragraph (a) or (b) hereof or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement.

(e) The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by PRO RATA allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by

such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. MISCELLANEOUS. (a) NO INCONSISTENT AGREEMENTS. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements.

(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent.

(c) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; PROVIDED that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) PURCHASES AND SALES OF SECURITIES. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

(f) THIRD PARTY BENEFICIARY. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(g) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York.

(j) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TRW INC.,

By    /s/ Carl G. Miller
   -------------------------------------
   Name:    Carl G. Miller
   Title:   Executive Vice President and
            Chief Financial Officer

Confirmed and accepted on behalf of the Initial Purchasers as of the date first above written:

MORGAN STANLEY & CO.
INCORPORATED

By  /s/ Michael Fusco
  ---------------------------------
  Name:    Michael Fusco
  Title:   Vice President

J. P. MORGAN SECURITIES INC.

By  /s/ Maria Sramek
  ----------------------------------
  Name:    Maria Sramek
  Title:   Vice President

SALOMON SMITH BARNEY INC.

By  /s/ Martha D. Bailey
  ---------------------------------
  Name:    Martha D. Bailey
  Title:   First Vice President

Exhibit 4(n)

REGISTRATION RIGHTS AGREEMENT

Dated June 23, 1999

among

TRW INC.

and

GOLDMAN, SACHS & CO.
AS REPRESENTATIVE FOR THE INITIAL PURCHASERS

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on June 23, 1999, between TRW INC., an Ohio corporation (the "Company"), and GOLDMAN, SACHS & CO., as the representative (the "Representative") of the initial purchasers as listed in Schedule II to the Purchase Agreement (as defined below) (the "Initial Purchasers").

This Agreement is made pursuant to the purchase agreement dated June 18, 1999, between the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $575,000,000 principal amount of the Company's Floating Rate Notes due 2000 (the "2000 Notes"), and an aggregate of $425,000,000 principal amount of the Company's 6.45% Notes due 2001 (the "2001 Notes" and, together with the 2000 Notes, the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect permitted transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

"1933 ACT" shall mean the Securities Act of 1933, as amended from time to time.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time.

"CLOSING DATE" shall mean the Closing Date as defined in the Purchase Agreement.

"COMPANY" shall have the meaning set forth in the preamble and shall also include the Company's successors.

"EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

"EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"EXCHANGE SECURITIES" shall mean securities issued by the Company under the Indenture containing terms identical to the 2001 Notes (except that (i) interest thereon shall accrue from the last date on which interest was paid on the 2001 Notes or, if no such interest has been paid, from June 23, 1999, and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of 2001 Notes in exchange for 2001 Notes pursuant to the Exchange Offer.

"HOLDER" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect permitted transferees who become registered owners of Registrable Securities under the Indenture; PROVIDED that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in
Section 4(a)).

"INDENTURE" shall mean the Indenture relating to the Securities dated as of May 1, 1986, as supplemented and amended by the First Supplemental Indenture dated as of August 24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2,1999, the Sixth Supplemental Indenture dated as of June 23, 1999, and the Seventh Supplemental Indenture dated as of June 23, 1999, between the Company and The Chase Manhattan Bank, as successor trustee to Mellon Bank, N.A., and as the same may be amended from time to time in accordance with the terms thereof.

"INITIAL PURCHASERS" shall have the meaning set forth in the preamble.

"MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities.

"PERSON" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

"PROSPECTUS" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

"PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

"REGISTRABLE SECURITIES" shall mean the 2001 Notes; PROVIDED, HOWEVER, that the 2001 Notes shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such 2001 Notes shall have been declared effective under the 1933 Act and such 2001 Notes shall have been disposed of pursuant to such Registration Statement,
(ii) when such 2001 Notes have been sold to the public pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) when such 2001 Notes shall have ceased to be outstanding or (iv) upon the consummation of the Exchange Offer but only with respect to 2001 Notes held by a Holder that is eligible to receive freely tradeable Exchange Securities in connection with the Exchange Offer.

"REGISTRATION EXPENSES" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities, if required pursuant to this Agreement), (iii) all expenses of any Persons engaged by the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants engaged by the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

"REGISTRATION STATEMENT" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"SEC" shall mean the Securities and Exchange Commission.

"SHELF REGISTRATION" shall mean a registration effected pursuant to Section 2(b) hereof.

"SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement of the Company pursuant to the provisions of
Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

"TRUSTEE" shall mean the trustee with respect to the Securities under the Indenture.

"UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. REGISTRATION UNDER THE 1933 ACT. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed, within 150 days of the Closing Date, an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, to have the Exchange Offer Registration Statement declared effective within 180 days of the Closing Date and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its reasonable best efforts to consummate the Exchange Offer within 210 days of the Closing Date. The Company shall commence the Exchange Offer by mailing the related Exchange Offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

(i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

(ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates");

(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

(iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the applicable letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and

(v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such 2001 Notes exchanged.

As soon as practicable after the last Exchange Date, the Company shall:

(i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

The Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC and (ii) there is no injunction, order or decree issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair the ability of the Company to proceed with the Exchange Offer. The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

For a period of 90 days after the Exchange Date, the Company shall also use its reasonable best efforts to make available a prospectus meeting the requirements of the 1933 Act which may be the Prospectus contained in the Exchange Offer Registration Statement or the Prospectus contained in a Shelf Registration Statement, as such Registration Statements may be amended or supplemented from time to time, to holders which are broker-dealers (and which identify themselves as such) in connection with resales of Exchange Securities received in exchange for Registrable Securities, where such Registrable Securities were acquired by such broker-dealers as a result of market-making or other trading activities; PROVIDED that each holder which is a broker-dealer agrees that, upon receipt of notice from the Company of the occurrence of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such broker-dealer. If the Company shall give any such notice to suspend the use of the Prospectus, it shall extend the 90- day period referred to above by the number of days during the period from and including the date of the giving of

such notice to and including the date when broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Securities.

In the event that, at the Exchange Date, any of the Initial Purchasers shall not have sold all of the Registrable Securities initially purchased from the Company by such Initial Purchaser to unaffiliated investors, upon such Initial Purchaser's request (made within 10 days after the Exchange Date), the Company will use its best efforts to file promptly, or if so requested by any Initial Purchaser, on a later date (which date shall not exceed the date that is six months after the Exchange Date), a Shelf Registration Statement or a post-effective amendment to the Exchange Offer Registration Statement, if acceptable to the SEC, to register all such Registrable Securities for all such Initial Purchasers. The Company will keep such Shelf Registration Statement or other Registration Statement effective and make available to such Initial Purchasers a Prospectus meeting the requirements of the 1933 Act for a period of 120 days, PROVIDED that each such Initial Purchaser agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such Initial Purchasers), such Initial Purchaser will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to such Initial Purchaser. If the Company shall give any such notice to suspend the use of the Prospectus, it shall extend the 120-day period referred to above by the number of days during the period from and including the date of the giving of such notice to and including the date when Initial Purchasers shall have received copies of the supplemented or amended Prospectus necessary to permit sales of their 2001 Notes.

(b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC or (ii) the Exchange Offer is not for any other reason consummated within 210 days of the Closing Date the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination or date a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement and each Holder shall pay all expenses of its counsel; PROVIDED, HOWEVER, that the Company will pay the reasonable fees and disbursements of one counsel for the Initial Purchasers, the Holders and any Participating Broker-Dealer (as defined below) with respect to each sale of Registrable Securities in connection with any Shelf Registration Statement; provided that such counsel shall be designated by the Representative.

(d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; PROVIDED, HOWEVER, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

Additional interest (the "Additional Interest") with respect to the 2001 Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a "Registration Default"):

(i) If the Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 150 days following the Closing Date, then commencing on the 151st day after the Closing Date, Additional Interest shall be accrued on the 2001 Notes over and above the accrued interest at a rate of .25% per annum; or

(ii) If an Exchange Offer Registration Statement or Shelf Registration Statement is filed pursuant to (i) above and is not declared effective within 180 days following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall be accrued on the 2001 Notes over and above the accrued interest at a rate of .25% per annum; or

(iii) If either (A) the Company has not exchanged Exchange Securities for all 2001 Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the earlier of (x) 45 days after the date on which the Exchange Offer Registration Statement was declared effective and (y) 210 days after the Closing Date, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to the earlier of (x) the expiration of the period referred to in Rule 144(k) and (y) the sale of all the Registrable Securities, then Additional Interest shall be accrued on the 2001 Notes over and above the accrued interest at a rate of .25% per annum immediately following the earlier of the (x) 46th day after such effective date and (y) the 211th day after the Closing Date, in the case of (A) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (B) above:

PROVIDED, HOWEVER, that the Additional Interest rate on the 2001 Notes may in no event exceed .25% per annum; and, PROVIDED, FURTHER, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Securities for all 2001 Notes tendered or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective prior to the expiration of the period referred to in
(iii) above, Additional Interest on the 2001 Notes as a result of such clause
(i), (ii) or (iii) shall cease to accrue.

Any amounts of Additional Interest due pursuant to clauses
(i), (ii) or (iii) above will be payable in cash, on the same original payment dates of the 2001 Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 2001 Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

3. REGISTRATION PROCEDURES. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and, subject to the terms hereof, the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

(d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which

may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process or
(iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading; provided that, except as otherwise provided herein, the Company shall not be required to provide the Holders with any information as to any facts or events referred to in this clause (e)(v), and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide prompt notice to each Holder of the withdrawal of any such order;

(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities;

(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission;

(j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Representative and its counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Representative or its counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably

object, except for any amendment or supplement or document (a copy of which has been previously furnished to the Representative and its counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)) which counsel to the Company shall advise the Company is required in order to comply with applicable law;

(k) obtain a CUSIP number, an ISIN number and a Euroclear common code for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

(l) cause the Indenture to become and remain qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to become and remain so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities reasonably acceptable to the Company, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders and reasonably acceptable to the Company, at reasonable times and in a reasonable manner, all material financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; PROVIDED, HOWEVER, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, until such time as (i) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (ii) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement and the opportunity to contest the same or seek an appropriate protective order), or (iii) such information is required to be set forth in such registration statement or the prospectus included therein or in an amendment to such registration statement or an amendment or supplement to such prospectus in order that such registration statement, prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) in the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange on which securities issued by the Company of the same class are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(o) use its reasonable best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);

(p) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment promptly after the Company has received notification of the matters to be incorporated in such filing; and

(q) in the case of a Shelf Registration, enter into such customary agreements and take such other actions in connection therewith (including those reasonably requested by the Holders of a majority of the Registrable Securities being sold) reasonably necessary to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of this type and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in

form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in

underwritten offerings of this type, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings of this type, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause
(i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

In the case of a Shelf Registration Statement, as a condition to any Holder's participation in the Shelf Registration, the Company may require such Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder as a condition to any Holder's participation in the Shelf Registration, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice and shall not use such Registration Statement or Prospectus until amended or supplemented. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice suspending use of the Shelf Registration Statement only twice during any 365 day period and any such suspensions during such 365 day period may not exceed 60 days in the aggregate for each such 365 day period and there may not be more than two suspensions in effect during any 365 day period. In the event that the aggregate number of days in any consecutive 365 day period for which all such notices are issued and effective exceeds 60 days in the aggregate, the Company will be obligated to pay Additional Interest on the Registrable Securities in an amount equal to .25% per annum in respect of the 2001 Notes that constitute Registrable Securities. Upon the Company declaring that the Shelf Registration Statement is usable after the period of time described in the preceding sentence the accrual of Additional Interest shall cease; provided, however, that if after any such cessation of the accrual of Additional Interest the Shelf Registration Statement again ceases to be usable beyond the period permitted above, Additional Interest will again accrue pursuant to the foregoing provisions.

The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.

4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for 2001 Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in

order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; PROVIDED that:

(i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

(ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Initial Purchasers or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and PROVIDED FURTHER that, in connection with such application of the Shelf Registration procedures set forth in
Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Goldman, Sachs & Co. unless it elects not to act as such representative, (y) subject to
Section 2(c), to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers and (z) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

(c) The Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

5. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all losses, claims, damages and liabilities, joint or several (including amounts paid in settlement of any litigation if such settlement is effected with the written consent of the Company), to which they or any of them may become subject under the Act, the Exchange Act or other state statutory law or regulation, at common law or otherwise, insofar as such losses, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, and agrees to reimburse each such indemnified party for any and all legal or other expenses (including, but not limited to, fees and disbursements of counsel chosen by Goldman, Sachs & Co.) reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company in writing by Goldman, Sachs & Co. or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, otherwise than under subparagraphs (a) and (b) of this Section 5. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party, or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party, of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by Goldman, Sachs & Co. in the case of paragraph (a) of this Section 5, representing the indemnified parties under such paragraph
(a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) To the extent the indemnification provided for in this
Section 5 is unavailable to an indemnified party under paragraph (a) or (b) hereof or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement.

(e) The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by PRO RATA allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. MISCELLANEOUS. (a) NO INCONSISTENT AGREEMENTS. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights

granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements.

(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent.

(c) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; PROVIDED that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) PURCHASES AND SALES OF SECURITIES. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

(f) THIRD PARTY BENEFICIARY. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(g) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York.

(j) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TRW INC.,

By /s/ Ronald P. Vargo
  ---------------------------
  Name: Ronald P. Vargo
  Title: Vice President and Treasurer

Confirmed and accepted on behalf of
the Initial Purchasers as of
the date first above written:

GOLDMAN, SACHS & CO.

By /s/ Goldman, Sachs & Co.
  -------------------------
  (GOLDMAN, SACHS & CO.)