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 Collins, Inc. 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.
For purposes of retaining “grandfathered” status under Section 409A of the Internal Revenue Code of 1986, as
amended, the Plan was amended effective as of January 1, 2005 to limit the Plan to account balances that were
earned and vested as of December 31, 2004 (and any earnings deemed credited thereon).
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:
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:
1.040 Annual Company Match Amount for any Plan Year means the amount determined in accordance with
1.050 Annual Deferral Amount means that portion of a Participant’s Base Annual Salary and/or Incentive