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EXHIBIT 10.4
TRW SUPPLEMENTARY
RETIREMENT INCOME PLAN
Amended and Restated
Effective August 1, 1995
1. PURPOSE. The purpose of the TRW Supplementary Retirement
Income Plan (Plan), as contemplated by Section 3(36) of Title I of the Employee
Retirement Income Security Act of 1974 (ERISA), is to supplement the retirement
and death benefits of employees, including officers, of TRW Inc. and its
subsidiaries with respect to whom such benefits under the qualified defined
benefit retirement income plans maintained by such entities shall have been
limited by virtue of section 415 of the Internal Revenue Code of 1986 (Code
section 415). The Plan is unfunded for tax purposes and for purposes of Title
I of ERISA.
2. ELIGIBILITY. All participants and beneficiaries of participants in
the TRW Salaried Pension Plan ("Salaried Plan") or in any other defined benefit
pension plan ("d.b. plan") sponsored by TRW Inc. (the "Company") or its
domestic subsidiaries who are eligible to receive benefits from such plan or
plans shall be eligible to receive benefits under the Plan if their benefits
under the Salaried Plan or the d.b. plan cannot be fully provided because of
the limits under Code section 415.
3. DIRECTORS/COMMITTEE. For purposes of the Plan, the term
"Directors" shall mean the Compensation and Stock Option Committee of the
Directors of TRW Inc. ("Company") with respect to the approval of benefits of
any participant who is, or ever was, either a Director of the Company, a member
of the Chief Executive Office, or a member of the Management Committee. With
respect to the approval of benefits of other participants, the term "Committee"
shall refer to an Administrative Committee consisting of those three employees
of the Company who occupy the most senior positions in the Company Staff
Finance, Human Resources, and Law Departments. The Committee or its delegate
shall interpret the provisions of the Plan and determine the rights and status
of participants and beneficiaries hereunder and handle the general
administration of the Plan. Such interpretations and determinations shall be
final and conclusive as to all interested persons.
4. BENEFITS. The amount of the benefit payable under the Plan
shall be equal to the actuarial value of the benefit which would be payable to
or in respect of a participant under the Salaried Plan or other qualified d.b.
plan if the provisions of such qualified plans dealing with limits on pensions
pursuant to Code section 415 were inapplicable but the limits in Code section
401(a)(17) were applicable, less the actuarial value of the benefit payable to
or on behalf of the participant under such qualified plans taking into account
such provisions. The amount of benefit payable under the Plan to a participant
shall also be reduced to the extent that any other nonqualified plan
established by the Company pays benefits to the participant that are
attributable to limits imposed
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upon qualified defined benefit plans other than those imposed by Code section
415.
5. PAYMENT OF BENEFITS.
a. No benefit is payable from the Plan, even if the Participant
has terminated his/her employment, unless a Participant has five years of
vesting service as defined under the Salaried Plan or other d.b. plan and has
attained age fifty-five.
b. If a Participant who has five or more years of vesting service
dies before his/her benefit commencement date under the Salaried Plan or other
d.b. plan, the Plan benefit and any interest under the Benefits Equalization
Plan (BEP) attributable to the Salaried Plan or d.b. plan shall be paid in the
same form and shall commence at the same time as a pre-retirement survivor
benefit under the Salaried Plan or other d.b. plan.
c. Any participant in the Salaried Plan or other d.b. plan and
the Plan who is entitled to a vested or deferred vested pension under such
qualified plan shall have his Plan benefit and any BEP benefit attributable to
the Salaried Plan or d.b. plan commence at the same time as his benefit
commencement date under the Salaried Plan or other d.b. plan.
d. Except as provided above or in Section 7, payment of benefits
under the Plan and the BEP shall be made commencing with the January following
the date the participant becomes eligible, having terminated his employment
with the Company, for benefits under the qualified defined benefit plan.
e. Except as provided in paragraph f. and Section 7, the
automatic form of benefit payable under the Plan shall be, for an unmarried
participant, a single life annuity, and, for a married participant, a 50% joint
and survivor annuity with the participant's eligible spouse being the survivor
annuitant. Notwithstanding the above, the participant may petition the
Directors or the Committee at any time at least two months prior to termination
of employment to change such form of payment into a single sum or annual
installments from two to ten years, or any other payment form approved by the
Directors or the Committee in their or its discretion. If annual installment
payments are elected, interest, if any, on such installments shall be
determined by the Actuary, subject to approval by the Company.
f. Except as provided in Section 7, any participant in the
Salaried Plan or other d.b. plan who is entitled to a vested or deferred vested
pension under such qualified plan shall have his benefit paid from the Plan in
the same form and with the same designated joint annuitant, if any, as his form
of payment under the Salaried Plan or other d.b. plan unless otherwise provided
under the terms of any Qualified Domestic Relations Order applicable to said
participant or unless otherwise determined by the Committee in its sole
discretion.
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g. Any benefit payable from the Plan shall be paid in the same
form as payments from the defined benefit portion of the BEP.
h. Upon approval by the Directors/Committee, any election of a
form of payment or benefit commencement date other than the automatic form and
commencement date shall be irrevocable.
i. Payments to be made pursuant to the Plan shall be made by the
Company, with any appropriate reimbursement being made by subsidiaries of the
Company. The Plan shall be unfunded, and the Company shall not be required to
establish any special or separate fund nor to make any other segregation of
assets in order to assure the payment of any amounts under the Plan.
Participants of the Plan have the status of general unsecured creditors of the
Company and the Plan constitutes a mere promise by the Company to make benefit
payments in the future.
7. SMALL BENEFIT CASHOUTS. If the present value of a participant's
interest in the Plan, determined as of the later of the participant's age 55 or
termination of employment from the Company, is less than an amount which, if
converted to a single sum equals $3,500, the benefit shall be paid out in
single sum, either at the same time as his benefit commencement date under the
Salaried Plan or other d.b. plan or at an earlier date as determined by the
Committee in its sole discretion.
8. NON-ALIENATION OF BENEFITS. No benefit payable at any time under
the Plan shall be subject in any manner to alienation, sale, transfer,
assignment, pledge or encumbrance of any kind. No benefit under the Plan shall
in any manner be liable for or subject to the debts or liabilities of any
employee or former employee or beneficiary. If an employee or former employee
or beneficiary shall attempt to or shall alienate, sell, transfer, assign,
pledge or otherwise encumber his benefits under the plan or any part thereof,
or if by reason of his bankruptcy or other event happening at any time such
benefits would devolve upon anyone else or would not be enjoyed by him, then
the Directors or the Committee in their or its discretion may terminate his
interest in any such benefit and hold or apply it to or for his benefit or the
benefit of his spouse, children or other dependents, or any of them, in such a
manner as they may deem proper.
9. AMENDMENT AND TERMINATION. Nothing herein shall be construed to
constitute a contract between the Company and the participants to continue this
plan. The Directors may terminate this plan at any time and may at any time
and from time to time amend any or all provisions of this plan.
10. MISCELLANEOUS.
a. As used in the Plan, the masculine gender shall include the
feminine gender. To the extent that any term is not defined under the Plan, it
shall have the same meaning as defined in the Salaried Plan or other d.b. plan.
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b. Employment rights with the Company or any subsidiary shall not
be enlarged or affected by the existence of the Plan.
c. In case any provision of the Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions.
d. The Plan shall be governed by the laws of the State of Ohio.
7/7/95
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