Form of Certificate



 Exhibit 4-a 
  
 [FACE OF NOTE] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) (55 WATER
STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE THEREOF OR (B) BY A NOMINEE
THEREOF TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
  
 SEE REVERSE FOR CERTAIN DEFINITIONS 
  

	 NUMBER R-1
	 	$200,000,000
		
	 REGISTERED
	 	 

  
 ROCKWELL COLLINS, INC.

  
 4 3/4% Notes due 2013 
  
 CUSIP 774341AA9 
  
 Rockwell Collins, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein referred
to as the “Company”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on December 1, 2013, and to pay interest, semiannually on June 1 and
December 1 of each year commencing June 1, 2004 

  









 
on said principal sum at the rate of 4 3/4% per annum, from the June 1 or December 1, as the case may be, next preceding the date of this Security to which
interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Security, or unless no interest has been paid on the Securities, in which case from November 20, 2003, until payment of
said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after a May 15 or November 15, as the case may be, and before the following Interest Payment Date, this Security shall bear interest from
such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which
interest has been paid, or, if no interest has been paid on the Securities, from November 20, 2003. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the May 15 or November 15, as the case may be, next preceding such Interest Payment Date. The principal of and
interest on this Security are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the office or agency of the Company in the Place of Payment, and at
such other locations as the Company may from time to time designate. Any interest not punctually paid or duly provided for shall be payable as provided in said Indenture. 
  
 Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall
for all purposes have the same effect as though fully set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee by the manual signature of one of its authorized officers, this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose. 
  

 2 








 IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL.

  
 Dated: November 20, 2003 
  

	 ROCKWELL COLLINS, INC.

		
	By	 	  


	 	 	 Patrick E. Allen
 Vice President, Finance and Treasurer



  
 [Corporate Seal] 
  
 Attest                                     
    
  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  
 This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture. 
  

	 CITIBANK, N.A.,
Trustee

		
	By	 	  


	 	 	Authorized Officer
		
	 Dated:
	 	  




  

 3 








 [REVERSE OF NOTE] 
  
 ROCKWELL COLLINS, INC. 
  
 4 3/4% Notes due 2013 
  
 This Security is one of a duly authorized issue of Securities of the Company designated as its 4 3/4% Notes due December 1, 2013 (Securities of such
series being hereinafter called the “Securities”), limited in aggregate principal amount to $200,000,000, issued under an Indenture dated as of November 1, 2001 (hereinafter called the “Indenture”), between the Company and
Citibank, N.A., as Trustee (hereinafter called the “Trustee”, which term includes any successor trustee under the Indenture with respect to the Securities of this series), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and any Holder of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. 
  
 Except as otherwise provided in the Indenture, this Security will be issued
in global form only registered in the name of the Depositary or its nominee. This Security will not be issued in definitive form, except as otherwise provided in the Indenture, and ownership of this Security shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of the Depositary. 
  
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest
on this Security at the times, place and rate, and in the coin and currency, herein prescribed. 
  
 This Security is not entitled to the benefit of a sinking fund or any analogous provision. Securities will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, on not less than 30 or more than 60 days’ notice mailed to Holders thereof, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities being redeemed and
(ii) the sum of the present values of the Remaining Scheduled Payments (as defined below), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 12.5 basis points, together, in each case, with accrued interest on the principal amount being redeemed to the Redemption Date. 
  
 “Treasury Rate” means, with respect to any redemption date (i) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor 

  

 4 








 
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life (as
defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to
the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated by the
Independent Investment Banker on the third Business Day preceding the redemption date. 
  
 “Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York. 
  
 “Comparable Treasury Issue” means the United States Treasury
security selected by the Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. 
  
 “Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Independent Investment Banker” means J.P. Morgan Securities Inc.
or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 
  
 “Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc., Banc of America Securities LLC, Citigroup
Global Markets Inc., UBS Securities LLC and Wachovia Capital Markets, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company shall substitute therefor 

  

 5 








 
another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Company after consultation with the Independent Investment Banker.

  
 “Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
  
 “Remaining Scheduled Payments” means, with respect to each Security to be redeemed, the remaining scheduled
payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that if such Redemption Date is not an Interest Payment Date with respect to such Security,
the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. 
  
 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or any
portion thereof called for redemption. On or before any Redemption Date, the Company shall deposit with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such
date. If less than all the Securities are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. 
  
 The Company may from time to time, without notice to or the consent of the registered holders of the Securities, create and
issue further notes ranking equally and ratably with the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further securities or except for the first payment of interest
following the issue date of such further securities), so that these further securities will be consolidated and form a single series with the Securities and have the same terms as to status, redemption or otherwise as the Securities. 
  
 As provided in the Indenture and subject to certain limitations therein set
forth, this Security may be registered for transfer on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Place of Payment, and at such other locations as
the Company may from time to time designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  

 6 








 The Securities are issuable only as Registered Securities without coupons in the denominations of $1,000
and any integral multiple thereof. As provided in the Indenture, and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as
requested by the Holder surrendering the same. 
  
 No service
charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment for registration of transfer of this Security, the
Company, the Trustee, the Security Registrar, the Paying Agent and any agent of any one thereof may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee, the Security Registrar, the Paying Agent nor any such agent shall be affected by notice to the contrary. 
  
 If an Event of Default with respect to the Securities shall occur, the principal of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture. 
  
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company with respect to the Securities and the rights of the Holders of the Securities under the Indenture at any
time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not a notation of such consent or waiver is made upon this Security. 
  
 No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the 

  

 7 








 
acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 
  
 The Company at its option, subject to the terms and conditions contained in
the Indenture, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer and exchange of such Securities, to replace mutilated, destroyed, lost or stolen Securities, to
compensate, reimburse and indemnify the Trustee, to maintain an office or agency with respect to the Securities and to hold moneys for payment in trust) or (b) may omit to comply with certain restrictive covenants contained in the Indenture, in each
case upon irrevocable deposit with the Trustee in trust of money or U.S. government securities (as described in the Indenture) or a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to discharge the principal of and interest on such Securities on the Stated Maturity of such principal or interest. 
  
 Except as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture. 
  
 ABBREVIATIONS

  
 The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

	 TEN COM -
	  	as tenants in common	 	 	  	 
				
	 TEN ENT -
	  	as tenants by the entireties	 	 	  	 
				
	 JT TEN -
	  	as joint tenants with right of survivorship and not as tenants in common	 	 	  	 
			
	UNIF GIFT MIN ACT -	  	 	 	Custodian
				
	 	  	 	 	
	  	

	 	  	 	 	(Cust)	  	 (Minor)

			
	 	  	 	 	 under Uniform Gifts to Minors
 Act                                      
                                        
                                        
       

	 	  	 	 	(State)	  	 

  
 Additional abbreviations may also be
used though not in the above list. 
  

  


 8 








 FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto 
  

  

  
 PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

	
	 	 
		
	 	 	 
	

		
	 	 	 
	


 (Please print or typewrite name and address 
 including postal zip code of assignee) 
  

 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints 
  

 Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises. 
  

	Dated:
                                	  	 	  	 
			
	 	  	 	  	  


	 	  	 	  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatever.

  

 9