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.
1.005 AFFILIATE means:
(a) any company 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, directly or
indirectly, eighty percent (80%) or more of the voting power or eighty percent (80%) or more of the total value
(all within the meaning of Code Section 414(c)); and
(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 Section 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
Section 13(d)(3) or Section 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 t