NON-QUALIFIED PENSION PLAN
This Plan is a continuation of the Rockwell International Corporation Non-Qualified Pension Plan. Effective as of
June 29, 2001, Rockwell Collins, Inc. assumed such plan and all liabilities thereunder with respect to the
Rockwell Collins Participants (as defined in the Employee Matters Agreement). Such plan has been renamed as
the Rockwell Collins Non-Qualified Pension Plan.
On November 4, 2003, the Board of Directors of Rockwell Collins approved a freezing of the Plan. The said
freezing of the Plan, which is effective as of the close of business on September 30, 2006 (the “Freeze Date”),
has the effect of terminating further accrual of benefits under the Plan as of that Date and closing Plan
participation off for new employees after that Freeze Date.
1.005 Affiliate means:
(c) any other company deemed to be an Affiliate by the Board of Directors.
1.010 Benefit Limitation means the limitations on benefits payable from Defined Benefit Plans which are
imposed by §415 of the Code.
1.020 Board of Directors means the Company’s Board of Directors.
1.030 Change of Control means any of the following occurring at any time after June 29, 2001:
(a) The acquisition by any individual, entity or group (within the meaning of §13(d)(3) or §14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then
outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (w) any acquisition directly f