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                                                                    EXHIBIT 10.1


                                   AMENDED AND RESTATED EFFECTIVE AUGUST 1, 1995



                                   TRW INC.
                    STOCK PLAN FOR NON-EMPLOYEE DIRECTORS




1.       PURPOSE
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         The purposes of this Stock Plan for Non-Employee Directors (the
"Plan") of TRW Inc. (the "Company") are to increase the ownership interest in
the Company of non-employee Directors whose services are considered essential
to the Company's continued growth and progress and to provide a further
incentive to serve as a Director of the Company.


2.       ADMINISTRATION
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         The Plan shall be administered by a Committee consisting of all
Directors who are concurrently employees of the Company.  Subject to the
provisions of the Plan, the Committee shall have authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and administer
its provisions.  The decisions of the Committee shall be final and binding upon
all parties.  The Committee may consist of as few as one person, and a quorum
of the Committee shall be one.


3.       ELIGIBILITY
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         Directors of the Company who are not employees of the Company or any
subsidiary or affiliate of the Company shall be eligible to participate in the
Plan.  Any Director who is a director or chairman of the board of directors of
a subsidiary or affiliate of the Company shall not, solely by virture thereof,
be deemed to be an employee of the Company or such subsidiary or affiliate for
purposes of such eligibility.
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4.       GRANTS
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         Each eligible Director shall be granted 250 shares of TRW Common Stock
("TRW Common"), par value $0.625 per share, on August 1, 1995.  Thereafter, on
August 1 of each year, each eligible Director then serving shall be granted 250
shares of TRW Common.  Only shares of TRW Common which previously have been
issued and reacquired by the Company shall be utilized for grants under this
Plan.  Certificates for shares granted shall be issued as of the date of grant.

         Shares granted hereunder shall constitute compensation for services as
a Director and shall supplement cash retainer fees.  The value of shares of TRW
Common granted hereunder shall be deemed to be the mean of the high and the low
sales prices of TRW Common (1) as reported on the composite tape (or other
appropriate reporting vehicle as determined by the Committee) for the date of
grant or, if no such report shall be available for such date, as reported for
the New York Stock Exchange for such date, or (2) if such day is not a trading
day, as so reported for the next preceding trading day.


5.       REGULATORY LIMITATIONS
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         No share of TRW Common granted to a Director under this Plan may be
sold for at least six months after the date of grant, except in the case of
death or disability of such Director.  The Company reserves the right to legend
the share certificates, to retain custody of certificates for an appropriate
period of time and to take other actions designed to assure compliance with
applicable securities laws and stock exchange rules.


6.       ADJUSTMENT UPON CHANGES IN TRW COMMON
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         In the event there shall be any change in TRW Common through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
exchange of stock or other change in the corporate structure

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or shares of the Company, appropriate adjustments shall be made in the number
and kind of shares or other securities or property subject to subsequent grants
hereunder to reflect such changes.


7.       AMENDMENT AND TERMINATION PLAN
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         The Directors may from time to time amend, modify, suspend or
terminate this Plan; provided, however, that the provisions of this Plan
regarding eligibility, timing of grants and the number of shares included in
any grant may not be amended or revised more than once every six months other
than to conform to changes in the Internal Revenue Code of 1986, as amended, or
the rules and regulations thereunder.


8.       MISCELLANEOUS
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         This Plan shall not be construed as conferring any rights upon any
Director to continue as a Director for any period of time, or at any particular
rate of compensation.

         The Company shall have the right to require, prior to the delivery of
any share certificate, payment of any taxes required by law to be withheld with
respect to the grant.





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