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                                                                   Exhibit 10(c)
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April 28, 1999


Dr. Carl H. Hahn
Porschestrasse 53
38440 Wolfsburg
Germany


Dear Carl:

This letter will confirm our understanding relating to your services as an
Advisory Director of TRW. The attached terms and conditions (Exhibit A),
together with this letter, constitute our "Agreement."

We will request your advice and counsel from time to time. The services to be
performed may include some or all of the following:

(a)      Attendance at all of the Directors' meetings;

(b)      Attendance at Committee meetings of the Directors from time to time as
         requested by the Chairman of the Board; and

(c)      Such advice and counsel as may be requested from time to time by the
         Chairman of the Board.

You understand that you will not be able to exercise voting rights at any
meeting of the Directors or Committees of the Directors.

This arrangement will become effective on April 28, 1999 and will continue for
one year, terminating on April 28, 2000. Thereafter, the Agreement may be
extended on mutually agreeable terms and conditions. The Agreement may be
terminated by either TRW or you in accordance with the attached terms and
conditions.

As compensation for your services as an Advisory Director, TRW will pay you
$90,000 per year, in monthly installments, representing the current annual
Directors' retainer of $70,000 and $20,000 in lieu of an annual grant of stock
options. These payments are not eligible for the


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Carl H. Hahn
April 28, 1999
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Director's Deferred Compensation Plan. If at any time the current annual
retainer for Directors is increased during the term of this Agreement, your
compensation will be increased to equal the level of the total cash retainer
paid to Directors.

You will be reimbursed for all reasonable, actually incurred travel and other
out-of-pocket expenses and costs in conjunction with performing the above
services. Receipts for such expenses should be submitted for processing and
approval in the same manner as you have been submitting your expenses for your
services as a Director.

Sincerely,

/s/ Joseph T. Gorman

Joseph T. Gorman




ACCEPTED:

/s/ Carl Hahn
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Carl Hahn

Date:   4/28/99
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