ROCKWELL COLLINS 2005
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 established effective as of January 1, 2005 for deferred compensation that was earned and vested
after December 31, 2004 under the Rockwell Collins Deferred Compensation Plan and for compensation
deferred for the period subsequent to the date this Plan is established.
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 Salary Deferral Account,
Company Match Account, Incentive Compensation Deferral Account, and Performance Award Account.
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) Salary Deferral Account balance;
(b) Company Match Account balance;
(c) Incentive Compensation Deferral Account balance; and
(d) Performance Award 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