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                                                                    EXHIBIT 10.2
                                                                       [5/30/01]


                                    FORM OF

                            ROCKWELL COLLINS, INC.


                             DIRECTORS STOCK PLAN






1.    PURPOSE OF THE PLAN.

      The purpose of the Directors Stock Plan (the Plan) is to link the
      compensation of non-employee directors of Rockwell Collins, Inc. (Collins)
      directly with the interests of the Collins shareowners.


2.    PARTICIPANTS.

      Participants in the Plan shall consist of directors, other than the
      non-executive Chairman of the Board, of Collins who are not employees of
      Collins or any of its subsidiaries (Non-Employee Directors). The term
      "subsidiary" as used in the Plan means a corporation more than 50% of the
      voting stock of which, or an unincorporated business entity more than 50%
      of the equity interest in which, shall at the time be owned directly or
      indirectly by Collins.
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3.   SHARES RESERVED UNDER THE PLAN.

     Subject to the provisions of Section 8 of the Plan, there shall be reserved
     for delivery under the Plan 325,000 shares of Common Stock, par value $.01
     per share, of Collins (Shares). Shares to be delivered under the Plan may
     be authorized and unissued Shares, Shares held in treasury or any
     combination thereof.


4.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Compensation and Management
     Development Committee (the Committee) of the Board of Directors of Collins
     (the Board), subject to the right of the Board, in its sole discretion, to
     exercise or authorize another committee or person to exercise some or all
     of the responsibilities, powers and authority vested in the Committee under
     the Plan. The Committee (or the Board or any other committee or person
     authorized by the Board) shall have authority to interpret the Plan and to
     prescribe, amend and rescind rules and regulations relating to the
     administration of the Plan, and all such interpretations, rules and
     regulations shall be conclusive and binding on all persons.


5.   EFFECTIVE DATE OF THE PLAN.

     The Plan has been approved by the Board and shall be submitted to the sole
     shareowner of Collins, and, if approved, shall become effective on the date
     on which Rockwell International Corporation (Rockwell) completes the


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     pro rata distribution of all the outstanding Shares to Rockwell's
     shareowners (the Distribution). The Plan shall also be submitted to the
     shareowners of Collins for approval at the Annual Meeting of Shareowners to
     be held in 2002, and, if approved by the shareowners, shall continue in
     full force and effect as provided herein.

6.   STOCK OPTIONS.

     (a)  Grant of Options.

           (i) Initial Grants and Grants upon Election or Appointment to the
               Board. Effective concurrently with the first grant of options
               under the Collins 2001 Long-Term Incentives Plan (the Initial
               Grant Date), each Non-Employee Director at such time shall be
               granted an option to purchase 10,000 Shares. Any individual who
               is elected or appointed for the first time as a Non-Employee
               Director of Collins after the Initial Grant Date, other than an
               individual who has served as the non-executive Chairman of the
               Board, shall be granted an option to purchase 10,000 Shares at
               the meeting of the Board at which, or immediately following the
               Annual Meeting of Shareowners at which, the Non-Employee Director
               is first elected a director of Collins.

          (ii) Annual Grants. Immediately following the Annual Meeting of
               Shareowners held in the year 2003 and each Annual Meeting of
               Shareowners thereafter, each Non-Employee Director who has served
               as a director for at least one year and is


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               elected a director at, or who was previously elected and
               continues as a director after, that Annual Meeting shall be
               granted an option to purchase 5,000 Shares.

         (iii) Discretionary Grants. At such times as the Board may determine,
               the Board may grant to each Non-Employee Director, or to one or
               more designated Non-Employee Directors, options to purchase such
               additional number of Shares as the Board in its sole discretion
               shall determine.

     (b)  Exercise Price.

          The exercise price per share for each option granted under Section
          6(a) shall be one hundred percent (100%) of the closing price per
          share (the Fair Market Value) of the Shares on the date of grant as
          reported on the New York Stock Exchange-Composite Transactions (or on
          the next preceding day that Shares were traded if they were not traded
          on the date of grant).

     (c)  Exercise and Termination.

          The purchase price of the Shares with respect to which an option or
          portion thereof is exercised shall be payable in full in cash, Shares
          valued at their Fair Market Value on the date of exercise, or a
          combination thereof. Each option may be exercised in whole or in part
          at any time after it becomes exercisable; and each option shall become
          exercisable in three approximately equal installments on each of the
          first, second and third anniversaries of the date the


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          option is granted. No option shall be exercisable prior to one year
          nor after ten years from the date of the grant thereof; provided,
          however, that if the holder of an option dies, the option may be
          exercised from and after the date of the optionee's death for a period
          of three years (or until the expiration date specified in the option,
          if earlier) even if it was not exercisable at the date of death.
          Moreover, if an optionee retires after attaining age 70 or before age
          70 with at least five years service as a director, all options then
          held by such optionee shall be exercisable even if they were not
          exercisable at such retirement date; provided, however, that each such
          option shall expire at the earlier of five years from the date of the
          optionee's retirement or the expiration date specified in the option.
          If an optionee ceases to be a director by reason of disability or
          resignation from the Board for reasons of the antitrust laws,
          compliance with Collins' conflict of interest policies or other
          circumstances that the Committee may determine as serving the best
          interests of Collins, all options then held by such optionee may be
          exercised from and after such termination date for a period of one
          year (or until the expiration date specified in the option, if
          earlier), even if they were not exercisable at such termination date,
          unless otherwise determined by the Committee. If an optionee ceases to
          be a director while holding unexercised options for any reason not
          specified above, such options are then void. If a Change of Control


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          as defined in Article III, Section 13(I)(1) of Collins' By-laws shall
          occur, then all options then outstanding pursuant to the Plan shall
          forthwith become fully exercisable whether or not otherwise then
          exercisable.

     (d)  Nonassignability.

          Options granted under the Plan are not transferable other than (i) by
          will or by the laws of descent and distribution; or (ii) by gift to
          the grantee's spouse or natural, adopted or step-children or
          grandchildren (Immediate Family Members) or to a trust for the benefit
          of one or more of the grantee's Immediate Family Members or to a
          family charitable trust established by the grantee or a member of the
          grantee's family.

7.   RESTRICTED SHARES IN LIEU OF CASH COMPENSATION.

     (a)  Minimum Award.

           (i) In accordance with the further provisions of Sections 7(a)(ii),
               (iii) and (iv), each person who is a Non-Employee Director shall
               receive fifty percent (50%) of his or her annual retainer fee for
               service on the Board (or the applicable pro rata portion thereof)
               by delivery of a whole number of restricted Shares (Restricted
               Shares) determined by dividing the portion of the retainer fee to
               be paid in Restricted Shares by the closing price of the Shares
               as reported on the New York Stock


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               Exchange-Composite Transactions on the date when payment is made
               (or on the next preceding day that Shares were traded if they
               were not traded on such date) and rounding up to the next higher
               whole number.


          (ii) Each person who is a Non-Employee Director immediately following
               the Distribution shall receive the Restricted Shares to which he
               or she is entitled pursuant to Section 7(a)(i) on the date when
               payment of the initial installment of the retainer fee is made.

         (iii) Each other person who is first elected or appointed as a
               Non-Employee Director after the Distribution but before the first
               day of Collins' 2002 fiscal year shall receive the Restricted
               Shares to which he or she is entitled pursuant to Section 7(a)(i)
               immediately following such election or appointment.

          (iv) On and after the first day of Collins' 2002 fiscal year, each
               Non-Employee Director shall receive the Restricted Shares to
               which he or she is entitled pursuant to Section 7.1(a)(i) on the
               first business day of Collins' 2002 fiscal year and each
               subsequent fiscal year (or, if later, the first business day
               during that fiscal year on which such person serves as a
               Non-Employee Director).

     (b)  Elective Awards.

          Each Non-Employee Director may elect each year, not later than


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          December 31 of the year preceding the year as to which an election is
          to be applicable, to receive all or any part of the cash portion of
          his or her retainer or other fees to be paid for board, committee or
          other service in the following calendar year through the issuance or
          transfer of Restricted Shares, valued at the closing price as reported
          on the New York Stock Exchange-Composite Transactions on the date when
          each payment of such retainer amount would otherwise be made in cash.

     (c)  Discretionary Grants.

          At such times as the Board may determine, the Board may grant to each
          Non-Employee Director, or to one or more designated Non-Employee
          Directors, awards of such additional numbers of Restricted Shares as
          the Board in its sole discretion may determine.

     (d)  Terms of Restricted Shares.

          Upon receipt of Restricted Shares, the recipient shall have the right
          to vote the Shares and to receive dividends thereon, and the Shares
          shall have all the attributes of outstanding Shares, except that the
          Restricted Shares shall be held in book-entry accounts subject to the
          direction of Collins (or if Collins elects, certificates therefor may
          be issued in the recipient's name but delivered to and held by
          Collins) until ten days after (i) the recipient retires from the Board
          after attaining age 70 and having served at least three years service
          as a director or (ii) the recipient ceases to be a director by reason
          of the


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          antitrust laws, compliance with Collins' conflict of interest
          policies, death, disability or other circumstances the Board
          determines not to be adverse to the best interests of Collins, when
          the restrictions on such book-entry accounts shall be released (or any
          certificates issued shall be delivered to the director), and such
          Shares shall cease to be Restricted Shares. If a Change of Control as
          defined in Article III, Section 13(I)(1) of Collins' By-laws shall
          occur, then the restrictions on all shares granted as Restricted
          Shares under the Plan at any time before the occurrence of a Change of
          Control shall forthwith lapse, those Shares shall cease to be
          Restricted Shares and certificates for those Shares shall be delivered
          as promptly as practicable to the directors in whose names they are
          registered.


8.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     If there shall be any change in or affecting Shares on account of any
     merger, consolidation, reorganization, recapitalization, reclassification,
     stock dividend, stock split or combination, or other distribution to
     holders of Shares (other than a cash dividend), there shall be made or
     taken such amendments to the Plan and such adjustments and actions
     thereunder as the Board may deem appropriate under the circumstances.




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9.   GOVERNMENT AND OTHER REGULATIONS.

     The obligations of Collins to deliver Shares under the Plan or upon
     exercise of options granted under Section 6 of the Plan shall be subject to
     (i) all applicable laws, rules and regulations and such approvals by any
     governmental agencies as may be required, including, without limitation,
     compliance with the Securities Act of 1933, as amended, and (ii) the
     condition that such Shares shall have been duly listed on the New York
     Stock Exchange.

10.  AMENDMENT AND TERMINATION OF THE PLAN.

     The Plan may be amended by the Board in any respect, provided that, without
     shareowner approval, no amendment shall materially increase the maximum
     number of Shares available for delivery under the Plan (other than
     adjustments pursuant to Section 8 hereof). The Plan may also be terminated
     at any time by the Board. Termination of the Plan shall not affect the
     rights of Non-Employee Directors with respect to awards previously granted
     to them and all unexpired awards shall continue in force and effect after
     termination of the Plan except as they may lapse or be terminated by their
     own terms and conditions.

11.  MISCELLANEOUS.

     (a)  Nothing contained in the Plan shall be deemed to confer upon any
          person any right to continue as a director of or to be associated in


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          any other way with Collins.

     (b)  To the extent that Federal laws do not otherwise control, the Plan and
          all determinations made and actions taken pursuant hereto shall be
          governed by the law of the State of Delaware.









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