SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

          SIXTH AMENDMENT dated as of February 18, 2009 (this “Amendment”) to EMPLOYMENT AGREEMENT dated as of August 16, 2004, as amended (the “Agreement”) by and between TRW Automotive Inc. (the “Company”) and Neil E. Marchuk (“Executive”).

          WHEREAS, in order to adjust Executive’s bonus eligibility, Executive and Company desire to amend the Agreement as set forth below.

          In consideration of the premises and mutual covenants herein, the parties agree as follows:

          1. Defined Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Agreement.

          2. Amendment to Section 4 of the Agreement. The first sentence of Section 4 of the Agreement shall be amended to read in its entirety as follows:

“Each fiscal year during the