DEFERRED COMPENSATION PLAN
The purpose of this Plan is to provide certain specified benefits to a select group of management and highly
compensated employees who contribute materially to the continued growth, development and future business
success of Rockwell International Corporation and its affiliates. This Plan is unfunded for tax purposes and for
purposes of Title I of ERISA.
This Plan is a continuation of the Rockwell International Corporation Deferred Compensation 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 Deferred Compensation Plan.
ARTICLE I: DEFINITIONS
1.010 ACCOUNT means one of the accounts established for the purpose of measuring and determining a
Participant's interest in this Plan, such accounts being the Participant's Deferral Account and Company Match
1.020 ACCOUNT BALANCE means, with respect to each Participant, an account in the records of the
Company equal to the sum of the Participant's:
(a) Deferral Account balance, and
(b) Company Match Account balance.
The Account Balance (and each underlying balance making up such Account Balance) is a bookkeeping entry
only and will be utilized solely as a device for the measurement and determination of the amounts to be paid to a
Participant, or his designated Beneficiary, pursuant to this Plan.
1.030 AFFILIATE means:
(a) any corporation incorporated under the laws of one of the United States of America of which the Company
owns, directly or indirectly, eighty percent (80%) or more of the combined voting power of all classes of stock or
eighty percent (80%) or more of the total value of the shares of all classes of stock (all within the meaning of
Code Section 1563);
(b) any partnership or other business entity organized under such laws, of which the Company owns