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                                                                    EXHIBIT 10.1
                                                                       [5/30/01]


                                    FORM OF

                             ROCKWELL COLLINS, INC.



                         2001 LONG-TERM INCENTIVES PLAN




SECTION 1: PURPOSE

The purpose of the Plan is to promote the interests of the Corporation (as
defined in Section 2) and its shareowners by providing incentive compensation
opportunities to assist in (i) attracting, motivating and retaining Employees
(as defined in Section 2) and (ii) aligning the interests of Employees
participating in the Plan with the interests of the Corporation's shareowners.


SECTION 2: DEFINITIONS

As used in the Plan, the following terms shall have the respective meanings
specified below.

     a.  "AWARD" means an award granted pursuant to Section 4.

     b.  "AWARD AGREEMENT" means a document described in Section 6 setting forth
         the terms and conditions applicable to an Award granted to a
         Participant.

     c.  "BOARD OF DIRECTORS" means the Board of Directors of the Corporation,
         as it may be comprised from time to time.

     d.  "CHANGE OF CONTROL" means any of the following:

         (i)   The acquisition by any individual, entity or group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
               "Person") of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 20% or
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               more of either (A) the then outstanding shares of common stock of
               the Corporation (the "Outstanding Collins Common Stock") or (B)
               the combined voting power of the then outstanding voting
               securities of the Corporation entitled to vote generally in the
               election of directors (the "Outstanding Collins Voting
               Securities"); PROVIDED, HOWEVER, that for purposes of this
               subparagraph (i), the following acquisitions shall not constitute
               a Change of Control: (w) any acquisition directly from the
               Corporation, (x) any acquisition by the Corporation, (y) any
               acquisition by any employee benefit plan (or related trust)
               sponsored or maintained by the Corporation, Rockwell
               International Corporation ("Rockwell") or any corporation
               controlled by the Corporation or Rockwell or (z) any acquisition
               pursuant to a transaction which complies with clauses (A), (B)
               and (C) of subsection (iii) of this Section 2(d); or

         (ii)  Individuals who, as of the date of the pro rata distribution of
               all the outstanding Stock by Rockwell to its shareowners (the
               "Collins Distribution Date"), constitute the Board of Directors
               (the "Incumbent Board") cease for any reason to constitute at
               least a majority of the Board of Directors; PROVIDED, HOWEVER,
               that any individual becoming a director subsequent to that date
               whose election, or nomination for election by the Corporation's
               shareowners, was approved by a vote of at least a majority of the
               directors then comprising the Incumbent Board shall be considered
               as though such individual were a member of the Incumbent Board,
               but excluding, for this purpose, any such individual whose
               initial assumption of office occurs as a result of an actual or
               threatened election contest with respect to the election or
               removal of directors or other actual or threatened solicitation
               of proxies or consents by or on behalf of a Person other than the
               Board of Directors; or


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         (iii) Consummation of a reorganization, merger or consolidation or sale
               or other disposition of all or substantially all of the assets of
               the Corporation or the acquisition of assets of another entity (a
               "Corporate Transaction"), in each case, unless, following such
               Corporate Transaction, (A) all or substantially all of the
               individuals and entities who were the beneficial owners,
               respectively, of the Outstanding Collins Common Stock and
               Outstanding Collins Voting Securities immediately prior to such
               Corporate Transaction beneficially own, directly or indirectly,
               more than 50% of, respectively, the then outstanding shares of
               common stock and the combined voting power of the then
               outstanding voting securities entitled to vote generally in the
               election of directors, as the case may be, of the corporation
               resulting from such Corporate Transaction (including, without
               limitation, a corporation which as a result of such transaction
               owns the Corporation or all or substantially all of the
               Corporation's assets either directly or through one or more
               subsidiaries) in substantially the same proportions as their
               ownership, immediately prior to such Corporate Transaction, of
               the Outstanding Collins Common Stock and Outstanding Collins
               Voting Securities, as the case may be, (B) no Person (excluding
               any employee benefit plan (or related trust) of the Corporation,
               of Rockwell or of such corporation resulting from such Corporate
               Transaction) beneficially owns, directly or indirectly, 20% or
               more of, respectively, the then outstanding shares of common
               stock of the corporation resulting from such Corporate
               Transaction or the combined voting power of the then outstanding
               voting securities of such corporation except to the extent that
               such ownership existed prior to the Corporate Transaction and (C)
               at least a majority of the members of the board of directors of
               the corporation resulting from such Corporate Transaction were
               members of the Incumbent Board at the time of the execution of
               the initial


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               agreement, or of the action of the Board of Directors, providing
               for such Corporate Transaction; or

         (iv)  Approval by the Corporation's shareowners of a complete
               liquidation or dissolution of the Corporation.

     e.  "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time.

     f.  "COMMITTEE" means the Compensation and Management Development Committee
         of the Board of Directors, as it may be comprised from time to time.

     g.  "CORPORATION" means Rockwell Collins, Inc. and any successor thereto.

     h.  "COVERED EMPLOYEE" means a covered employee within the meaning of Code
         Section 162(m)(3).

     i.  "DIVIDEND EQUIVALENT" means an amount equal to the amount of cash
         dividends payable with respect to a share of Stock after the date
         specified in an Award Agreement with respect to an Award settled in
         Stock or an Award of Restricted Stock.

     j.  "EMPLOYEE" means an individual who is an employee or a leased employee
         of, or a consultant to, the Corporation or a Subsidiary, but excludes
         members of the Board of Directors, other than the non-executive
         Chairman of the Board of Directors (who shall be deemed an Employee),
         who are not also employees of the Corporation or a Subsidiary.

     k.  "EXCHANGE ACT" means the Securities Exchange Act of 1934, and any
         successor statute, as it may be amended from time to time.

     l.  "EXECUTIVE OFFICER" means an Employee who is an executive officer of
         the Corporation as defined in Rule 3b-7 under the Exchange Act as it
         may be amended from time to time.


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     m.  "FAIR MARKET VALUE" means the closing sale price of the Stock as
         reported in the New York Stock Exchange -- Composite Transactions (or
         if the Stock is not then traded on the New York Stock Exchange, the
         closing sale price of the Stock on the stock exchange or
         over-the-counter market on which the Stock is principally trading on
         the relevant date) on the date of a determination (or on the next
         preceding day the Stock was traded if it was not traded on the date of
         a determination).

     n.  "INCENTIVE STOCK OPTION" means an Option (or an option to purchase
         Stock granted pursuant to any other plan of the Corporation or a
         Subsidiary) intended to comply with Code Section 422.

     o.  "NON-QUALIFIED STOCK OPTION" means an Option that is not an Incentive
         Stock Option.

     p.  "OPTION" means an option to purchase Stock granted pursuant to Section
         4(a).

     q.  "PARTICIPANT" means any Employee who has been granted an Award.

     r.  "PERFORMANCE GOAL" means the level of performance, whether absolute or
         relative to a peer group or index, established by the Committee as the
         performance goal with respect to a Performance Measure. Performance
         Goals may vary from Performance Period to Performance Period and from
         Participant to Participant and may be established on a stand-alone
         basis, in tandem or in the alternative.

     s.  "PERFORMANCE FORMULA" means, for a Performance Period, one or more
         objective formulas or standards established by the Committee for
         purposes of determining whether or the extent to which an Award has
         been earned based on the level of performance attained with respect to
         one or more Performance Goals. Performance Formulas may vary from
         Performance Period to Performance Period and from


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         Participant to Participant and may be established on a stand-alone
         basis, in tandem or in the alternative.

     t.  "PERFORMANCE MEASURE" means one or more of the following selected by
         the Committee to measure the performance of the Corporation, a business
         unit (which may but need not be a Subsidiary) of the Corporation or
         both for a Performance Period: basic or diluted earnings per share;
         revenue; sales; operating income; earnings before or after interest,
         taxes, depreciation or amortization; return on capital; return on
         invested capital; return on equity; return on assets; return on net
         assets; cash flow; operating cash flow; free cash flow (operating cash
         flow plus proceeds from property dispositions less capital
         expenditures); working capital; stock price and total shareowner
         return. Each such measure, to the extent applicable, shall be
         determined in accordance with generally accepted accounting principles
         as consistently applied by the Corporation and, if so determined by the
         Committee at the time the Award is granted and to the extent permitted
         under Code Section 162(m), adjusted to omit the effects of
         extraordinary items, gain or loss on the disposal of a business
         segment, unusual or infrequently occurring events and transactions and
         cumulative effects of changes in accounting principles. Performance
         Measures may vary from Performance Period to Performance Period and
         from Participant to Participant and may be established on a stand-alone
         basis, in tandem or in the alternative.

     u.  "PERFORMANCE PERIOD" means one or more periods of time (of not less
         than one fiscal year of the Corporation), as the Committee may
         designate, over which the attainment of one or more Performance Goals
         will be measured for the purpose of determining a Participant's rights
         in respect of an Award.

     v.  "PLAN" means this 2001 Long-Term Incentives Plan as adopted by the
         Corporation and in effect from time to time.


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     w.  "SAR" means a stock appreciation right granted pursuant to Section
         4(b).

     x.  "STOCK" means shares of Common Stock, par value $.01 per share, of the
         Corporation or any security of the Corporation issued in substitution,
         exchange or lieu thereof.

     y.  "SUBSIDIARY" means (i) any corporation or other entity in which the
         Corporation, directly or indirectly, controls 50% or more of the total
         combined voting power of such corporation or other entity and (ii) any
         corporation or other entity in which the Corporation has a significant
         equity interest and which the Committee has determined to be considered
         a Subsidiary for purposes of the Plan.


SECTION 3: ELIGIBILITY

The Committee may grant one or more Awards to any Employee designated by it to
receive an Award.


SECTION 4: AWARDS

The Committee may grant any one or more of the following types of Awards, and
any such Award may be granted by itself, together with another Award that is
linked and alternative to the Award with which it is granted or together with
another Award that is independent of the Award with which it is granted:

     a.  OPTIONS. An Option is an option to purchase a specific number of shares
         of Stock exercisable at such time or times and subject to such terms
         and conditions as the Committee may determine consistent with the
         provisions of the Plan, including the following:

         (i)   The exercise price of an Option shall not be less than 100% of
               the Fair Market Value of the Stock on the date the Option is
               granted, and no Option may be exercisable more than 10 years
               after the date the Option is granted.


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         (ii)  The exercise price of an Option shall be paid in cash or, at the
               discretion of the Committee, in Stock or in a combination of cash
               and Stock. Any Stock accepted in payment of the exercise price of
               an Option shall be valued at its Fair Market Value on the date of
               exercise.

         (iii) No fractional shares of Stock will be issued or accepted. The
               Committee may impose such other conditions, restrictions and
               contingencies with respect to shares of Stock delivered pursuant
               to the exercise of an Option as it deems desirable.

         (iv)  Incentive Stock Options shall be subject to the following
               additional provisions:

               A. No grant of Incentive Stock Options to any one Employee shall
                  cover a number of shares of Stock whose aggregate Fair Market
                  Value (determined on the date the Option is granted), together
                  with the aggregate Fair Market Value (determined on the
                  respective date of grant of any Incentive Stock Option) of the
                  shares of Stock covered by any Incentive Stock Options which
                  have been previously granted under the Plan or any other plan
                  of the Corporation or any Subsidiary and which are exercisable
                  for the first time during the same calendar year, exceeds
                  $100,000 (or such other amount as may be fixed as the maximum
                  amount permitted by Code Section 422(d)).

               B. No Incentive Stock Option may be granted under the Plan after
                  ____________, 2011.

               C. No Incentive Stock Option may be granted to an Employee who on
                  the date of grant is not an employee of the Corporation or a
                  corporation that is a subsidiary of the Corporation within the
                  meaning of Code Section 424(f).


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     b.  STOCK APPRECIATION RIGHTS (SARs). A SAR is the right to receive a
         payment measured by the increase in the Fair Market Value of a
         specified number of shares of Stock from the date of grant of the SAR
         to the date on which the Participant exercises the SAR. SARs may be (i)
         freestanding SARs or (ii) tandem SARs granted in conjunction with an
         Option, either at the time of grant of the Option or at a later date,
         and exercisable at the Participant's election instead of all or any
         part of the related Option. The payment to which the Participant is
         entitled on exercise of a SAR may be in cash, in Stock valued at Fair
         Market Value on the date of exercise or partly in cash and partly in
         Stock, as the Committee may determine.

     c.  RESTRICTED STOCK. Restricted Stock is Stock that is issued to a
         Participant subject to restrictions on transfer and such other
         restrictions on incidents of ownership as the Committee may determine,
         which restrictions shall lapse at such time or times, or upon the
         occurrence of such event or events, including but not limited to the
         achievement of one or more specific goals with respect to performance
         of the Corporation, a business unit (which may but need not be a
         Subsidiary) of the Corporation or that Participant over a specified
         period of time as the Committee may determine. Subject to the specified
         restrictions, the Participant as owner of those shares of Restricted
         Stock shall have the rights of the holder thereof, except that the
         Committee may provide at the time of the Award that any dividends or
         other distributions paid with respect to that Stock while subject to
         those restrictions shall be accumulated, with or without interest, or
         reinvested in Stock and held subject to the same restrictions as the
         Restricted Stock and such other terms and conditions as the Committee
         shall determine. Shares of Restricted Stock shall be registered in the
         name of the Participant and, at the Corporation's sole discretion,
         shall be held in book entry form subject to the Corporation's
         instructions or shall be evidenced by a certificate, which shall bear
         an appropriate restrictive legend, shall be subject to appropriate
         stop-transfer orders and shall be held in




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         custody by the Corporation until the restrictions on those
         shares of Restricted Stock lapse.

     d.  PERFORMANCE UNITS. A Performance Unit is an Award denominated in cash,
         the amount of which may be based on the achievement of one or more
         specific goals with respect to performance of the Corporation, a
         business unit (which may but need not be a Subsidiary) of the
         Corporation or the Participant to whom the Performance Units are
         granted over a specified period of time. The maximum amount of
         compensation that may be paid to any one Participant with respect to
         Performance Units for any one Performance Period shall be $5 million.
         The payout of Performance Units may be in cash, in Stock, valued at
         Fair Market Value on the payout date (or at the sole discretion of the
         Committee, the day immediately preceding that date), or partly in cash
         and partly in Stock, as the Committee may determine.

     e.  STOCK PURCHASE AWARDS. A Stock Purchase Award is the right to purchase,
         with a loan from the Corporation, a specific number of shares of Stock
         at their Fair Market Value on the date of such purchase, subject to
         such terms and conditions as the Committee may determine consistent
         with the Plan. Each such loan shall be evidenced by the Participant's
         promissory note, which shall (i) be payable to the Corporation as
         determined by the Committee, (ii) be secured by a pledge of the Stock
         purchased with the loan, (iii) be recourse with respect to the
         Participant and (iv) bear interest at a rate, established by the
         Committee, not less than required to avoid the imputation of income
         under the Code. The Committee may forgive all or part of such loan on
         such terms as the Committee may determine, including but not limited to
         the achievement of one or more specific goals with respect to
         performance of the Corporation, a business unit (which may but need not
         be a Subsidiary) of the Corporation or the Participant over a specified
         period of time.


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     f.  PERFORMANCE COMPENSATION AWARDS.

         (i)   The Committee may, at the time of grant of an Award (other than
               an Option or SAR) designate such Award as a Performance
               Compensation Award in order that such Award constitute qualified
               performance-based compensation under Code Section 162(m);
               PROVIDED, HOWEVER, that no Performance Compensation Award may be
               granted to an Employee who on the date of grant is a leased
               employee of, or a consultant to, the Corporation or a Subsidiary.
               With respect to each such Performance Compensation Award, the
               Committee shall (on or before the 90th day of the applicable
               Performance Period or such other period as may be required by
               Code Section 162 (m)), establish, in writing, a Performance
               Period, Performance Measure(s), Performance Goal(s) and
               Performance Formula(s). Once established for a Performance
               Period, such items shall not be amended or otherwise modified if
               and to the extent such amendment or modification would cause the
               compensation payable pursuant to the Award to fail to constitute
               qualified performance-based compensation under Code Section
               162(m).

         (ii)  A Participant shall be eligible to receive payment in respect of
               a Performance Compensation Award only to the extent that the
               Performance Goal(s) for that Award are achieved and the
               Performance Formula as applied against such Performance Goal(s)
               determines that all or some portion of such Participant's Award
               has been earned for the Performance Period. As soon as
               practicable after the close of each Performance Period, the
               Committee shall review and determine whether, and to what extent,
               the Performance Goal(s) for the Performance Period have been
               achieved and, if so, determine the amount of the Performance
               Compensation Award earned by the Participant for such Performance
               Period based upon such Participant's Performance Formula. The
               Committee shall then determine the actual amount of the
               Performance Compensation Award to be


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               paid to the Participant and, in so doing, may in its sole
               discretion decrease, but not increase, the amount of the Award
               otherwise payable to the Participant based upon such performance.
               The maximum Performance Compensation Award for any one
               Participant for any one Performance Period shall be determined in
               accordance with Sections 4(d) and 5(b), as applicable.

     g.  DEFERRALS. The Committee may require or permit Participants to defer
         the issuance or vesting of shares of Stock or the settlement of Awards
         under such rules and procedures as it may establish under the Plan. The
         Committee may also provide that deferred settlements include the
         payment of, or crediting of interest on, the deferral amounts or the
         payment or crediting of Dividend Equivalents on deferred settlements in
         shares of Stock. Notwithstanding the foregoing, no deferral will be
         permitted if it will result in the Plan becoming an "employee pension
         benefit plan" under Section 3(2) of the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA"), that is not otherwise
         exempt under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


SECTION 5: STOCK AVAILABLE UNDER PLAN

     a.  Subject to the adjustment provisions of Section 9, the number of shares
         of Stock which may be delivered upon exercise of Options or upon grant
         or in payment of other Awards under the Plan shall not exceed 14
         million, and the number of those shares which may be delivered upon
         grant or in payment of all Awards other than Options and SARs shall not
         exceed 12 million. In addition, (i) no more than 1 million shares of
         Stock shall be granted in the form of Restricted Stock; (ii) Stock
         Purchase Awards shall be granted with respect to no more than 5 million
         shares of Stock; and (iii) SARs shall be granted with respect to no
         more than 100,000 shares of Stock. For purposes of applying the
         limitations provided in this Section 5(a), all shares of Stock with
         respect to the unexercised, undistributed or unearned


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         portion of any terminated or forfeited Award shall be available for
         further Awards.

     b.  Subject to the adjustment provisions of Section 9, no single
         Participant shall receive, in any fiscal year of the Corporation,
         Awards in the form of (i) Options with respect to more than that number
         of shares of Stock determined by subtracting from 2,500,000 the number
         of shares of Stock with respect to which Options or options to purchase
         Stock under any other plan or program of the Corporation or a
         Subsidiary have been granted to such Participant during the immediately
         preceding four fiscal years of the Corporation; (ii) Restricted Stock
         for more than that number of shares of Stock determined by subtracting
         from 250,000 the number of shares of Stock granted as Restricted Stock
         or as restricted stock under any other plan or program of the
         Corporation or a Subsidiary to such Participant during the immediately
         preceding four fiscal years of the Corporation; and (iii) a Stock
         Purchase Award with respect to more than that number of shares of Stock
         determined by subtracting from 1,000,000 the number of shares of Stock
         with respect to which Stock Purchase Awards have been granted to such
         Participant during the immediately preceding four fiscal years of the
         Corporation.

     c.  The Stock that may be delivered on grant, exercise or settlement of an
         Award under the Plan may be reacquired shares held in treasury or
         authorized but unissued shares.


SECTION 6: AWARD AGREEMENTS

Each Award under the Plan shall be evidenced by an Award Agreement. Each Award
Agreement shall set forth the terms and conditions applicable to the Award,
including but not limited to provisions for (i) the time at which the Award
becomes exercisable or otherwise vests; (ii) the treatment of the Award in the
event of the termination of a Participant's status as an Employee; and (iii) any
special provisions applicable in the event of an occurrence of a Change in
Control, as determined by the Committee consistent with the provisions of the
Plan.


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SECTION 7: AMENDMENT AND TERMINATION

The Board of Directors may at any time amend, suspend or terminate the Plan, in
whole or in part; PROVIDED, HOWEVER, that no such action shall be effective
without the approval of the shareowners of the Corporation to the extent that
such approval is necessary to comply with any tax or regulatory requirement
applicable to the Plan; and PROVIDED, FURTHER, that subject to Section 9, no
such action shall impair the rights of any holder of an Award without the
holder's consent. The Committee may, subject to the Plan, at any time alter or
amend any or all Award Agreements to the extent permitted by applicable law;
PROVIDED, HOWEVER, that subject to Section 9, no such alteration or amendment
shall impair the rights of any holder of an Award without the holder's consent.
Notwithstanding the foregoing, neither the Board of Directors nor the Committee
shall (except pursuant to Section 9) amend the Plan or any Award Agreement to
increase the number of shares of Stock available for Awards as set forth in
Section 5 or to reprice any Option or SAR whose exercise price is above the then
Fair Market Value of the Stock subject to the Award, whether by decreasing the
exercise price, canceling the Award and granting a substitute Award, or
otherwise.

SECTION 8: ADMINISTRATION

     a.  The Plan and all Awards shall be administered by the Committee. The
         members of the Committee shall be designated by the Board of Directors
         from among its members who are not eligible for Awards under the Plan.

     b.  Any member of the Committee who, at the time of any proposed grant of
         one or more Awards, is not both an "outside director" as defined for
         purposes of Code Section 162(m) and a "Non-Employee Director" as
         defined in Rule 16b-3(b)(3)(i) under the Exchange Act (or any successor
         provision) shall abstain from and take no part in the Committee's
         action on the proposed grant.

     c.  The Committee shall have full and complete authority, in its sole and
         absolute discretion, (i) to exercise all of the powers granted to it
         under the Plan, (ii) to construe, interpret and implement the Plan and


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         any related document, (iii) to prescribe, amend and rescind rules
         relating to the Plan, (iv) to make all determinations necessary or
         advisable in administering the Plan, and (v) to correct any defect,
         supply any omission and reconcile any inconsistency in the Plan. The
         actions and determinations of the Committee on all matters relating to
         the Plan and any Awards will be final and conclusive. The Committee's
         determinations under the Plan need not be uniform and may be made by it
         selectively among Employees who receive, or who are eligible to
         receive, Awards under the Plan, whether or not such persons are
         similarly situated.

     d.  The Committee and others to whom the Committee has delegated such
         duties shall keep a record of all their proceedings and actions and
         shall maintain all such books of account, records and other data as
         shall be necessary for the proper administration of the Plan.

     e.  The Corporation shall pay all reasonable expenses of administering the
         Plan, including but not limited to the payment of professional fees.

     f.  It is the intent of the Corporation that the Plan and Awards hereunder
         satisfy, and be interpreted in a manner that satisfy, (i) in the case
         of Participants who are or may be Executive Officers, the applicable
         requirements of Rule 16b-3 under the Exchange Act, so that such persons
         will be entitled to the benefits of Rule 16b-3, or other exemptive
         rules under Section 16 of the Exchange Act, and will not be subjected
         to avoidable liability under Section 16(b) of the Exchange Act; and
         (ii) in the case of Performance Compensation Awards to Covered
         Employees, the applicable requirements of Code Section 162(m). If any
         provision of this Plan or of any Award Agreement would otherwise
         frustrate or conflict with the intent expressed in this Section 8(f),
         that provision to the extent possible shall be interpreted and deemed
         amended so as to avoid such conflict. To the extent of any remaining
         irreconcilable conflict with


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         such intent, such provision shall be deemed void as to Executive
         Officers or Covered Employees, as applicable.

     g.  The Committee may appoint such accountants, counsel, and other experts
         as it deems necessary or desirable in connection with the
         administration of the Plan.

     h.  The Committee may delegate, and revoke the delegation of, all or any
         portion of its authority and powers under the Plan to the Chief
         Executive Officer of the Corporation, except that the Committee may not
         delegate any discretionary authority with respect to substantive
         decisions or functions regarding the Plan or Awards to the extent
         inconsistent with the intent expressed in Section 8(f) or to the extent
         prohibited by applicable law.


SECTION 9: ADJUSTMENT PROVISIONS

     a.  In the event of any change in or affecting the outstanding shares of
         Stock by reason of a stock dividend or split, merger or consolidation
         (whether or not the Corporation is a surviving corporation),
         recapitalization, reorganization, combination or exchange of shares or
         other similar corporate changes or an extraordinary dividend in cash,
         securities or other property, the Board of Directors shall make or take
         such amendments to the Plan and outstanding Awards and Award Agreements
         and such adjustments and actions thereunder as it deems appropriate, in
         its sole discretion, under the circumstances. Such amendments,
         adjustments and actions may include, but are not limited to, changes in
         the number of shares of Stock then remaining subject to the Plan, and
         the maximum number of shares that may be granted or delivered to any
         single Participant pursuant to the Plan, including those that are then
         covered by outstanding Awards, or accelerating the vesting of
         outstanding Awards.

     b.  The existence of the Plan and the Awards granted hereunder shall not
         affect or restrict in any way the right or power of the Board of


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         Directors or the shareowners of the Corporation to make or authorize
         any adjustment, recapitalization, reorganization or other change in the
         capital structure of its business, any merger or consolidation of the
         Corporation, any issue of bonds, debentures, preferred or prior
         preference stock ahead of or affecting the Stock or the rights thereof,
         the dissolution or liquidation of the Corporation or any sale or
         transfer of all or any part of its assets or business, or any other
         corporate act or proceeding.


SECTION 10: MISCELLANEOUS

     a.  NONASSIGNABILITY. Except as otherwise provided by the Committee, no
         Award shall be assignable or transferable except by will or by the laws
         of descent and distribution.

     b.  OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan shall be deemed
         in any way to limit or restrict the Corporation or a Subsidiary from
         making any award or payment to any person under any other plan,
         arrangement or understanding, whether now existing or hereafter in
         effect.

     c.  PAYMENTS TO OTHER PERSONS. If payments are legally required to be made
         to any person other than the person to whom any amount is made
         available under the Plan, payments shall be made accordingly. Any such
         payment shall be a complete discharge of the liability hereunder.

     d.  UNFUNDED PLAN. The Plan shall be unfunded. No provision of the Plan or
         any Award Agreement shall require the Corporation or a Subsidiary, for
         the purpose of satisfying any obligations under the Plan, to purchase
         assets or place any assets in a trust or other entity to which
         contributions are made or otherwise to segregate any assets, nor shall
         the Corporation or a Subsidiary maintain separate bank accounts, books,
         records or other evidence of the existence of a segregated or
         separately maintained or administered fund for such


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         purposes. Participants shall have no rights under the Plan other than
         as unsecured general creditors of the Corporation or a Subsidiary,
         except that insofar as they may have become entitled to payment of
         additional compensation by performance of services, they shall have the
         same rights as other employees under generally applicable law.

     e.  LIMITS OF LIABILITY. Any liability of the Corporation or a Subsidiary
         to any Participant with respect to an Award shall be based solely upon
         contractual obligations created by the Plan and the Award Agreement.
         Neither the Corporation or its Subsidiaries, nor any member of the
         Board of Directors or of the Committee, nor any other person
         participating in any determination of any question under the Plan, or
         in the interpretation, administration or application of the Plan, shall
         have any liability to any party for any action taken, or not taken, in
         good faith under the Plan.

     f.  RIGHTS OF EMPLOYEES. Status as an eligible Employee shall not be
         construed as a commitment that any Award shall be made under the Plan
         to such eligible Employee or to eligible Employees generally. Nothing
         contained in the Plan or in any Award Agreement shall confer upon any
         Employee or Participant any right to continue in the employ or other
         service of the Corporation or a Subsidiary or constitute any contract
         or limit in any way the right of the Corporation or a Subsidiary to
         change such person's compensation or other benefits or to terminate the
         employment or other service of such person with or without cause. A
         transfer of an Employee from the Corporation to a Subsidiary, or vice
         versa, or from one Subsidiary to another, and a leave of absence, duly
         authorized by the Corporation, shall not be deemed a termination of
         employment or other service.

     g.  RIGHTS AS A SHAREOWNER. A Participant shall have no rights as a
         shareowner with respect to any Stock covered by an Award until the date
         the Participant becomes the holder of record thereof. Except as
         provided in Section 9, no adjustment shall be made for dividends or


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         other rights, unless the Award Agreement specifically requires such
         adjustment.

     h.  WITHHOLDING. Applicable taxes, to the extent required by law, shall be
         withheld in respect of all Awards. A Participant may satisfy the
         withholding obligation by paying the amount of any taxes in cash or,
         with the approval of the Committee, shares of Stock may be delivered to
         the Corporation or deducted from the payment to satisfy the obligation
         in full or in part. The amount of the withholding and the number of
         shares of Stock to be paid or deducted in satisfaction of the
         withholding requirement shall be determined by the Committee with
         reference to the Fair Market Value of the Stock when the withholding is
         required to be made. The Corporation shall have no obligation to
         deliver any Stock pursuant to the grant or settlement of any Award
         until it has been reimbursed for all required withholding taxes.

     i.  SECTION HEADINGS. The section headings contained herein are for the
         purpose of convenience only, and in the event of any conflict, the text
         of the Plan, rather than the section headings, shall control.

     j.  CONSTRUCTION. In interpreting the Plan, the masculine gender shall
         include the feminine, the neuter gender shall include the masculine or
         feminine, and the singular shall include the plural unless the context
         clearly indicates otherwise. Any reference to a statutory provision or
         a rule under a statute shall be deemed a reference to that provision or
         any successor provision unless the context clearly indicates otherwise.

     k.  INVALIDITY. If any term or provision contained herein or in any Award
         Agreement shall to any extent be invalid or unenforceable, such term or
         provision will be reformed so that it is valid, and such invalidity or
         unenforceability shall not affect any other provision or part thereof.

     l.  APPLICABLE LAW. The Plan, the Award Agreements and all actions taken
         hereunder or thereunder shall be governed by, and construed


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<PAGE>   20
         in accordance with, the laws of the State of Delaware without regard to
         the conflict of law principles thereof.

     m.  COMPLIANCE WITH LAWS. Notwithstanding anything contained herein or in
         any Award Agreement to the contrary, the Corporation shall not be
         required to sell, issue or deliver shares of Stock hereunder or
         thereunder if the sale, issuance or delivery thereof would constitute a
         violation by the Participant or the Corporation of any provisions of
         any law or regulation of any governmental authority or any national
         securities exchange; and as a condition of any sale or issuance the
         Corporation may require such agreements or undertakings, if any, as the
         Corporation may deem necessary or advisable to assure compliance with
         any such law or regulation.

     n.  SUPPLEMENTARY PLANS. The Committee may authorize Supplementary Plans
         applicable to Employees subject to the tax laws of one or more
         countries other than the United States and providing for the grant of
         Non-Qualified Stock Options, SARs or Restricted Stock to such Employees
         on terms and conditions, consistent with the Plan, determined by the
         Committee which may differ from the terms and conditions of other
         Awards in those forms pursuant to the Plan for the purpose of complying
         with the conditions for qualification of Awards for favorable treatment
         under foreign tax laws. Notwithstanding any other provision hereof,
         Options granted under any Supplementary Plan shall include provisions
         that conform with Sections 4(a)(i), (ii) and (iii); SARs granted under
         any Supplementary Plan shall include provisions that conform with
         Section 4(b); and Restricted Stock granted under any Supplementary Plan
         shall include provisions that conform with Section 4(c).

     o.  EFFECTIVE DATE AND TERM. The Plan was adopted by the Board of Directors
         and shall be submitted to the sole shareowner of the Corporation, and
         if approved, shall be effective as of the Collins Distribution Date.
         The Plan also shall be submitted to the shareowners of the Corporation
         for approval at the first Annual


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<PAGE>   21
         Meeting of Shareowners to be held in 2002, and no Award may be granted,
         no Performance Unit may be paid and no Stock Purchase Award may be made
         under the Plan after the date of that meeting unless such shareowner
         approval is obtained. If such shareowner approval is not obtained, the
         rights of any holder of an outstanding Award shall continue in force
         and effect after termination of the Plan, except as they may lapse or
         be terminated pursuant to the terms of the Plan or by their own terms
         and conditions. The Plan shall remain in effect until all Awards under
         the Plan have been exercised or terminated under the terms of the Plan
         and applicable Award Agreements; PROVIDED, HOWEVER, that Awards under
         the Plan may be granted only within ten (10) years from the effective
         date of the Plan.







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