<PAGE>   1
                                                                    Exhibit 10.5

                                                                       [5/30/01]

================================================================================


                                    FORM OF

                           EMPLOYEE MATTERS AGREEMENT


                                  by and among


                       ROCKWELL INTERNATIONAL CORPORATION,


                           NEW ROCKWELL COLLINS, INC.


                                       and


                         ROCKWELL SCIENTIFIC COMPANY LLC


                            -----------------------

                                  June 29, 2001

                            -----------------------


================================================================================


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                               <C>
ARTICLE I             DEFINITIONS.....................................................1
        Section 1.01  General.........................................................1

ARTICLE II            EMPLOYEES.......................................................7
        Section 2.01  Employees.......................................................7
        Section 2.02  Employee Benefits Generally.....................................8
        Section 2.03  Collective Bargaining Agreements................................9

ARTICLE III           PENSION PLANS...................................................9
        Section 3.01  U.S. Pension Plan...............................................9
        Section 3.02  Stand-Alone Pension Plan.......................................23
        Section 3.03  U.S. Non-Qualified Pension Plan................................23
        Section 3.04  U.K. Pension Plan..............................................25
        Section 3.05  Canadian Pension Plan..........................................25

ARTICLE IV            SAVINGS PLANS..................................................25
        Section 4.01  U.S. Salaried Savings Plan.....................................25
        Section 4.02  U.S. Hourly Represented Savings Plan...........................26
        Section 4.03  U.S. Hourly Non-Represented Savings Plan.......................27
        Section 4.04  Non-Qualified Savings Plans....................................28

ARTICLE V             STOCK PLANS....................................................29
        Section 5.01  Stock Plans....................................................29

ARTICLE VI            OTHER EMPLOYEE PLANS AND MATTERS...............................30
        Section 6.01  Welfare Plans..................................................30
        Section 6.02  Incentive Compensation Plans...................................34
        Section 6.03  Deferred Compensation Plan.....................................35
        Section 6.04  Severance Pay..................................................36
        Section 6.05  Employment, Consulting and Other Employee Related Agreements...38
        Section 6.06  Other Liabilities..............................................39
        Section 6.07  Funding of Master Rabbi Trusts.................................39

ARTICLE VII           MISCELLANEOUS..................................................40
        Section 7.01  Indemnification................................................40
        Section 7.02  Cooperation....................................................40
        Section 7.03  Sharing of Information.........................................40
        Section 7.04  Entire Agreement; Construction.................................40
</TABLE>


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<TABLE>
<S>                                                                               <C>
        Section 7.05  Survival of Agreements.........................................41
        Section 7.06  Governing Law..................................................41
        Section 7.07  Notices........................................................41
        Section 7.08  Amendments.....................................................41
        Section 7.09  Assignment.....................................................41
        Section 7.10  Captions; Currency.............................................41
        Section 7.11  Severability...................................................42
        Section 7.12  Parties in Interest............................................42
        Section 7.13  Schedules......................................................42
        Section 7.14  Termination....................................................42
        Section 7.15  Waivers; Remedies..............................................43
        Section 7.16  Counterparts...................................................43
        Section 7.17  Performance....................................................43
        Section 7.18  Interpretation.................................................43
</TABLE>


<TABLE>
<CAPTION>
SCHEDULES
<S>                       <C>
Schedule 1.01             -  Certain Definitions
Schedule 1.02             -  Certain Rockwell Automation Optionees
Schedule 1.03             -  Certain Rockwell Collins Optionees
Schedule 2.01(a)          -  Certain Rockwell Automation Employees
Schedule 2.01(b)          -  Certain Rockwell Collins Employees
Schedule 2.01(c)          -  Certain Rockwell Science Center Employees
Schedule 2.01(d)          -  Certain Former Rockwell Corporate Employees
Schedule 2.03(a)          -  Rockwell Collective Bargaining Agreements
Schedule 2.03(b)          -  Rockwell Collins Collective Bargaining Agreements
Schedule 5.01(a)          -  Rockwell Option Adjustment - Rockwell Automation Optionees
Schedule 5.01(b)          -  Rockwell Option Adjustment - Rockwell Collins Optionees
Schedule 5.01(c)(i)       -  Rockwell Split Options - Rockwell Options
Schedule 5.01(c)(ii)      -  Rockwell Split Options - Rockwell Collins Options
</TABLE>


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<PAGE>   4


                           EMPLOYEE MATTERS AGREEMENT


               Employee Matters Agreement (this "Agreement") dated as of June
29, 2001 by and among (i) Rockwell International Corporation, a Delaware
corporation ("Rockwell"), (ii) NEW ROCKWELL COLLINS, INC., a Delaware
corporation and, as of the date hereof, a wholly-owned subsidiary of Rockwell
("Rockwell Collins"), and (iii) ROCKWELL SCIENTIFIC COMPANY LLC, a Delaware
limited liability company and, as of the date hereof, a wholly-owned subsidiary
of Rockwell ("Rockwell Science Center").

               WHEREAS, the Rockwell Board has determined that it is appropriate
and desirable to distribute all outstanding shares of Rockwell Collins Common
Stock on a pro rata basis to the holders of Rockwell Common Stock (the
"Distribution"); and

               WHEREAS, Rockwell, Rockwell Collins and Rockwell Science Center
are entering into a Distribution Agreement dated as of the date hereof (the
"Distribution Agreement") which, among other things, sets forth the principal
corporate transactions required to effect the Distribution and certain other
agreements that will govern certain matters relating to the Distribution; and

               WHEREAS, in connection with the Distribution, Rockwell, Rockwell
Collins and Rockwell Science Center have determined that it is appropriate and
desirable to provide for the allocation of certain assets and liabilities and
certain other matters relating to employees, employee benefit plans and
compensation arrangements;

               NOW, THEREFORE, in consideration of the premises and of the
respective agreements and covenants contained in this Agreement, the parties
hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS


               Section 1.01 General. Capitalized terms used in this Agreement
but not defined herein (other than the names of employee benefit plans) will
have the meanings ascribed to such terms in the Distribution Agreement. As used
in this Agreement (or in any Schedule to this Agreement), the terms defined in
Schedule 1.01 will have the meanings set forth in such Schedule 1.01, the terms
defined in Section 3.01(e) will have the meanings set forth in such Section
3.01(e) and the following terms will have the following meanings (in each case,
such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
<PAGE>   5

               "ACTIVE ROCKWELL AUTOMATION EMPLOYEE" means any individual who,
        immediately after the Time of Distribution, will be employed by a member
        of the Rockwell Automation Group pursuant to Section 2.01(a) (other than
        any such individual who was an employee of the Rockwell corporate office
        or its predecessors prior to the Distribution and who has not accepted
        permanent employment with a member of the Rockwell Automation Group as
        of the Time of Distribution).

               "ACTIVE ROCKWELL COLLINS EMPLOYEE" means any individual who,
        immediately after the Time of Distribution, will be employed by a member
        of the Rockwell Collins Group pursuant to Section 2.01(b).

               "ACTIVE ROCKWELL SCIENCE CENTER EMPLOYEE" means any individual
        who, immediately after the Time of Distribution, will be employed by a
        member of the Rockwell Science Center Group pursuant to Section 2.01(c).

               "AGREEMENT" will have the meaning ascribed thereto in the
        preamble.

               "DISTRIBUTION" will have the meaning ascribed thereto in the
        recitals.

               "DISTRIBUTION AGREEMENT" will have the meaning ascribed thereto
        in the recitals.

               "DIVESTED BUSINESS EMPLOYEE" means any Pre-Distribution Group
        Employee who is not, immediately after the Time of Distribution, an
        Active Rockwell Automation Employee, a Former Rockwell Automation
        Employee, an Active Rockwell Collins Employee, a Former Rockwell Collins
        Employee, an Active Rockwell Science Center Employee, a Former Rockwell
        Science Center Employee or a Former Rockwell Corporate Employee, and
        whose most recent active employment with Rockwell or any other member of
        the Pre-Distribution Group (during a time that such member of the
        Pre-Distribution Group was an affiliate of Rockwell or its predecessors)
        was with an Unrelated Former Business, whether or not such individual
        remains employed by such Unrelated Former Business as of the Time of
        Distribution.

               "ERISA" means the Employee Retirement Income Security Act of
        1974, as amended, or any successor legislation.

               "FORMER ROCKWELL AUTOMATION EMPLOYEE" means any Pre-Distribution
        Group Employee who is not, immediately after the Time of Distribution,
        an Active Rockwell Automation Employee, an Active Rockwell Collins
        Employee or an Active Rockwell Science Center Employee, and whose most
        recent active employment with Rockwell or any other member of the
        Pre-Distribution Group

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<PAGE>   6

        (during a time that such member of the Pre-Distribution Group was an
        affiliate of Rockwell or its predecessors) was with the Rockwell
        Automation Business.

               "FORMER ROCKWELL COLLINS EMPLOYEE" means any Pre-Distribution
        Group Employee who is not, immediately after the Time of Distribution,
        an Active Rockwell Collins Employee, an Active Rockwell Automation
        Employee or an Active Rockwell Science Center Employee, and whose most
        recent active employment with Rockwell or any other member of the
        Pre-Distribution Group (during a time that such member of the
        Pre-Distribution Group was an affiliate of Rockwell or its predecessors)
        was with the Rockwell Collins Business.

               "FORMER ROCKWELL CORPORATE EMPLOYEE" means any Pre-Distribution
        Group Employee who is not, immediately after the Time of Distribution,
        an Active Rockwell Automation Employee, a Former Rockwell Automation
        Employee, an Active Rockwell Collins Employee, a Former Rockwell Collins
        Employee, an Active Rockwell Science Center Employee or a Former
        Rockwell Science Center Employee, and whose most recent active
        employment with Rockwell or any other member of the Pre-Distribution
        Group (during a time that such member of the Pre-Distribution Group was
        an affiliate of Rockwell or its predecessors) was with the corporate
        office of Rockwell or its predecessors (including Rockwell's and its
        predecessor's corporate offices located in Pittsburgh, Pennsylvania, El
        Segundo, California, Seal Beach, California, Costa Mesa, California or
        Milwaukee, Wisconsin), including those individuals identified on the
        attached Schedule 2.01(d). Any such individual employed by a member of
        the Rockwell Automation Group as of or immediately after the Time of
        Distribution will nevertheless be considered a Former Rockwell Corporate
        Employee if such individual has not accepted permanent employment with a
        member of the Rockwell Automation Group as of the Time of Distribution.

               "FORMER ROCKWELL SCIENCE CENTER EMPLOYEE" means any
        Pre-Distribution Group Employee who is not, immediately after the Time
        of Distribution, an Active Rockwell Science Center Employee, an Active
        Rockwell Automation Employee or an Active Rockwell Collins Employee, and
        whose most recent active employment with Rockwell or any other member of
        the Pre-Distribution Group (during a time that such member of the
        Pre-Distribution Group was an affiliate of Rockwell or its predecessors)
        was with the Rockwell Science Center Business.

               "INCENTIVE COMPENSATION PLAN" means the Rockwell International
        Corporation Incentive Compensation Plan, including all amendments
        thereto through the Distribution Date.

               "LTIP" will have the meaning ascribed thereto in Section 6.02(a).



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<PAGE>   7

               "PBGC" means the Pension Benefit Guaranty Corporation.

               "PRE-DISTRIBUTION GROUP EMPLOYEE" means any individual who was,
        at any time prior to the Time of Distribution, employed by Rockwell or
        any other member of the Pre-Distribution Group (during a time that such
        member of the Pre-Distribution Group was an affiliate of Rockwell or its
        predecessors).

               "ROCKWELL" will have the meaning ascribed thereto in the
        preamble.

               "ROCKWELL AUTOMATION DEFERRED COMPENSATION PLAN" will have the
        meaning ascribed thereto in Section 6.03(a)(i).

               "ROCKWELL AUTOMATION MASTER RABBI TRUST" means the master rabbi
        trust related to the Rockwell Automation Deferred Compensation Plan, the
        Rockwell Automation Non-Qualified Pension Plan and the Rockwell
        Automation Non-Qualified Savings Plan.

               "ROCKWELL AUTOMATION NON-QUALIFIED PENSION PLAN" will have the
        meaning ascribed thereto in Section 3.03(a)(i).

               "ROCKWELL AUTOMATION NON-QUALIFIED SAVINGS PLAN" will have the
        meaning ascribed thereto in Section 4.04(a)(i).

               "ROCKWELL AUTOMATION OPTIONEE" means any Person who (i)
        immediately after the Time of Distribution is an Active Rockwell
        Automation Employee, other than those who were employees of the Rockwell
        corporate office prior to the Time of Distribution and become employees
        of the Rockwell Automation Business (or remain employees of the Rockwell
        corporate office) in connection with the Distribution or (ii) is set
        forth in Schedule 1.02.

               "ROCKWELL AUTOMATION PARTICIPANT" means any individual who,
        immediately after the Time of Distribution, is (a) an Active Rockwell
        Automation Employee, (b) a Former Rockwell Automation Employee or (c) a
        beneficiary of either of the foregoing.

               "ROCKWELL COLLINS" will have the meaning ascribed thereto in the
        preamble.

               "ROCKWELL COLLINS HOURLY NON-REPRESENTED SAVINGS PLAN" will have
        the meaning ascribed thereto in Section 4.03(a).

               "ROCKWELL COLLINS HOURLY REPRESENTED SAVINGS PLAN" will have the
        meaning ascribed thereto in Section 4.02(a).



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<PAGE>   8

               "ROCKWELL COLLINS OPTION" means an option to purchase from
        Rockwell Collins shares of Rockwell Collins Common Stock provided to a
        holder of a Rockwell Option pursuant to Section 5.01.

               "ROCKWELL COLLINS OPTIONEE" means any Person who (i) immediately
        after the Time of Distribution is an Active Rockwell Collins Employee,
        other than those who were employees of the Rockwell corporate office
        prior to the Time of Distribution and become employees of the Rockwell
        Collins Business in connection with the Distribution or (ii) is set
        forth in Schedule 1.03.

               "ROCKWELL COLLINS PARTICIPANT" means any individual who,
        immediately after the Time of Distribution, is (a) an Active Rockwell
        Collins Employee, (b) a Former Rockwell Collins Employee, (c) a Divested
        Business Employee, (d) a Former Rockwell Corporate Employee or (e) a
        beneficiary of any of the foregoing.

               "ROCKWELL COLLINS SALARIED SAVINGS PLAN" will have the meaning
        ascribed thereto in Section 4.01(a).

               "ROCKWELL COLLINS WELFARE PARTICIPANTS" means all individuals who
        were covered under Rockwell Welfare Plans prior to the Time of
        Distribution (other than Rockwell Automation Participants and Rockwell
        Science Center Participants), including all Rockwell Collins
        Participants.

               "ROCKWELL COLLINS WELFARE PLANS" will have the meaning ascribed
        thereto in Section 6.01(a).

               "ROCKWELL DEFERRED COMPENSATION PLAN" means the Rockwell
        International Corporation Deferred Compensation Plan, including all
        amendments thereto through the Distribution Date.

               "ROCKWELL HOURLY NON-REPRESENTED SAVINGS PLAN" means the Rockwell
        International Corporation Non-Represented Hourly Retirement Savings
        Plan, including all amendments thereto through the Distribution Date.

               "ROCKWELL HOURLY REPRESENTED SAVINGS PLAN" means the Rockwell
        International Corporation Retirement Savings Plan for Certain Employees,
        including all amendments thereto through the Distribution Date.

               "ROCKWELL MASTER RABBI TRUST" means the master rabbi trust
        related to the Rockwell Deferred Compensation Plan, the Rockwell
        Non-Qualified Pension Plan and the Rockwell Non-Qualified Savings Plan.



                                       5
<PAGE>   9

               "ROCKWELL NON-QUALIFIED PENSION PLAN" means the Rockwell
        International Corporation Non-Qualified Retirement Plan, including all
        amendments thereto through the Distribution Date.

               "ROCKWELL NON-QUALIFIED SAVINGS PLAN" means the Rockwell
        International Corporation Non-Qualified Savings Plan, including all
        amendments through the Distribution Date.

               "ROCKWELL OPTION" means an option to purchase from Rockwell
        shares of Rockwell Common Stock granted pursuant to one of the Rockwell
        Stock Plans.

               "ROCKWELL SALARIED SAVINGS PLAN" means the Rockwell International
        Corporation Salaried Retirement Savings Plan, including all amendments
        thereto through the Distribution Date.

               "ROCKWELL SCIENCE CENTER" will have the meaning ascribed thereto
        in the preamble.

               "ROCKWELL SCIENCE CENTER DEFERRED COMPENSATION PLAN" will have
        the meaning ascribed thereto in Section 6.03(a)(i).

               "ROCKWELL SCIENCE CENTER MASTER RABBI TRUST" means the master
        rabbi trust related to the Rockwell Science Center Deferred Compensation
        Plan, the Rockwell Science Center Non-Qualified Pension Plan and the
        Rockwell Science Center Non-Qualified Savings Plan.

               "ROCKWELL SCIENCE CENTER NON-QUALIFIED PENSION PLAN" will have
        the meaning ascribed thereto in Section 3.03(a)(i).

               "ROCKWELL SCIENCE CENTER NON-QUALIFIED SAVINGS PLAN" will have
        the meaning ascribed thereto in Section 4.04(a)(i).

               "ROCKWELL SCIENCE CENTER PARTICIPANT" means any individual who,
        immediately after the Time of Distribution, is (a) an Active Rockwell
        Science Center Employee, (b) a Former Rockwell Science Center Employee
        or (c) a beneficiary of either of the foregoing.

               "ROCKWELL SCIENCE CENTER SALARIED SAVINGS PLAN" will have the
        meaning ascribed thereto in Section 4.01(a).

               "ROCKWELL SCIENCE CENTER WELFARE PLANS" will have the meaning
        ascribed thereto in Section 6.01(a).



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<PAGE>   10

               "ROCKWELL SPLIT OPTION" means any Rockwell Option outstanding as
        of the Time of Distribution held by a Rockwell Split Optionee.

               "ROCKWELL SPLIT OPTIONEE" means any individual who holds Rockwell
        Options at the Time of Distribution who is not a Rockwell Automation
        Optionee or a Rockwell Collins Optionee.

               "ROCKWELL STOCK PLANS" means, collectively, the Rockwell 2000
        Long-Term Incentives Plan, the Rockwell 1995 Long-Term Incentives Plan,
        the Rockwell 1988 Long-Term Incentives Plan and the Rockwell Directors
        Stock Plan, in each case, including all amendments thereto through the
        Distribution Date.

               "ROCKWELL U.K. EXECUTIVE PLAN" means the Rockwell U.K. Executive
        Pension Plan.

               "ROCKWELL WELFARE PLANS" means the Welfare Plans and other
        employee welfare benefit and fringe benefit arrangements maintained by
        Rockwell and its Subsidiaries (including members of the Rockwell Collins
        Group and members of the Rockwell Science Center Group) prior to the
        Time of Distribution.

               "STAND-ALONE PENSION PLAN" will have the meaning ascribed thereto
        in Section 3.02.

               "WELFARE PLAN" means any employee welfare benefit plan as defined
        in Section 3(1) of ERISA, including medical, vision, dental and other
        health plans, retiree health plans, life insurance plans, retiree life
        insurance plans, accidental death and dismemberment plans, long-term
        disability plans and severance pay plans.

                                   ARTICLE II

                                    EMPLOYEES


               Section 2.01 Employees.

               (a)     Each individual employed by Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) immediately prior to the Distribution and (x) who
is engaged primarily in the Rockwell Automation Business or (y) who Rockwell
consents to becoming an Active Rockwell Automation Employee, it being understood
that Rockwell has granted such consent in respect of individuals identified on
the attached Schedule 2.01(a) (including, in the case of both clauses (x) and
(y), those who are



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<PAGE>   11

actively employed or on lay-off, leave, short-term or long-term disability or
other permitted absence from employment) will be employed by a member of the
Rockwell Automation Group immediately after the Time of Distribution and will be
an Active Rockwell Automation Employee (other than as provided in the definition
of "Active Rockwell Automation Employee").

               (b)     Each individual employed by Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) immediately prior to the Distribution and (x) who
is engaged primarily in the Rockwell Collins Business or (y) who Rockwell
consents to becoming an Active Rockwell Collins Employee, it being understood
that Rockwell has granted such consent in respect of individuals identified on
the attached Schedule 2.01(b) (including, in the case of both clauses (x) and
(y), those who are actively employed or on lay-off, leave, short-term or
long-term disability or other permitted absence from employment) will be
employed by a member of the Rockwell Collins Group immediately after the Time of
Distribution and will be an Active Rockwell Collins Employee.

               (c)     Each individual employed by Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) immediately prior to the Distribution and (x) who
is engaged primarily in the Rockwell Science Center Business or (y) who Rockwell
consents to becoming an Active Rockwell Science Center Employee, it being
understood that Rockwell has granted such consent in respect of individuals
identified on the attached Schedule 2.01(c) (including, in the case of both
clauses (x) and (y), those who are actively employed or on lay-off, leave,
short-term or long-term disability or other permitted absence from employment)
will be employed by a member of the Rockwell Science Center Group immediately
after the Time of Distribution and will be an Active Rockwell Science Center
Employee.

               (d)     Nothing contained in this Section 2.01 is intended to
confer upon any employee of the Rockwell Automation Group, the Rockwell Collins
Group or the Rockwell Science Center Group any right to continued employment
after the Distribution Date.

               Section 2.02 Employee Benefits Generally. Until at least January
1, 2003, (a) the Rockwell Collins Group will provide to Rockwell Collins
Participants employee benefits that are substantially comparable in the
aggregate to the employee benefits provided to Rockwell Collins Participants by
Rockwell and its Subsidiaries (including members of the Rockwell Collins Group
and members of the Rockwell Science Center Group) immediately prior to the Time
of Distribution and (b) the Rockwell Science Center will provide to Rockwell
Science Center Participants employee benefits that are substantially comparable
in the aggregate to the employee benefits provided to Rockwell Science Center
Participants by Rockwell and its Subsidiaries



                                       8
<PAGE>   12

(including members of the Rockwell Science Center Group) immediately prior to
the Time of Distribution.

               Section 2.03 Collective Bargaining Agreements.

               (a)     Effective as of the Time of Distribution, Rockwell will,
or will cause one or more Rockwell Subsidiaries to, unconditionally assume or
retain (as applicable) all Liabilities of Rockwell or any of its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group) (including Liabilities relating to wages, hours or other
terms and conditions of employment) relating to Rockwell Automation Participants
under each of the collective bargaining agreements of the Pre-Distribution Group
relating to the Rockwell Automation Business and collateral agreements related
thereto, including those listed on Schedule 2.03(a).

               (b)     Effective as of the Time of Distribution, Rockwell
Collins will, or will cause one or more Rockwell Collins Subsidiaries to,
unconditionally assume or retain (as applicable) all Liabilities of Rockwell or
any of its Subsidiaries (including members of the Rockwell Collins Group and
members of the Rockwell Science Center Group) (including Liabilities relating to
wages, hours or other terms and conditions of employment) relating to Rockwell
Collins Participants under each of the collective bargaining agreements of the
Pre-Distribution Group relating to the Rockwell Collins Business or any
Unrelated Former Business and collateral agreements related thereto, including
those listed on Schedule 2.03(b).

                                  ARTICLE III

                                  PENSION PLANS


               Section 3.01 U.S. Pension Plan.

               (a)     Establishment and Sponsorship of Pension Plans and
Trusts.

               (i)     Prior to the Time of Distribution, Rockwell will have
established (A) a new defined benefit pension plan which will be qualified under
Section 401(a) of the Code (the "Rockwell Automation Pension Plan"), the purpose
of which will be to provide benefits to eligible Rockwell Automation
Participants, and a group trust related thereto which will be exempt from
taxation under Section 501(a) of the Code (the "Rockwell Automation Group
Trust") and (B) a new defined benefit pension plan which will be qualified under
Section 401(a) of the Code (the "Rockwell Science Center Pension Plan"), the
purpose of which will be to provide benefits to eligible Rockwell Science Center
Participants, and a trust related thereto which will be exempt from taxation
under Section 501(a) of the Code (the "Rockwell Science Center Trust"). The



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<PAGE>   13

Rockwell Automation Pension Plan and the Rockwell Science Center Pension Plan
each will credit each participant thereunder for purposes of eligibility to
participate, vesting, benefit accruals and all other plan purposes with all
service which had been credited to such participant for such purposes under the
Rockwell Retirement Plan (the "Rockwell Pension Plan") immediately prior to the
Time of Distribution (excluding any such service which was not counted under the
Rockwell Pension Plan by operation of its "break in service" rules).

               (ii)    Prior to the Time of Distribution, Rockwell Collins will
have assumed sponsorship of the Rockwell Pension Plan and the group trust
related thereto (the "Rockwell Group Trust"), and will have changed the name of
the Rockwell Pension Plan to the Rockwell Collins Retirement Plan and will have
changed the name of the Rockwell Group Trust to the Rockwell Collins Group
Trust. Prior to the Time of Distribution, Rockwell will have assumed sponsorship
of the Rockwell Automation Pension Plan and the Rockwell Automation Group Trust.
Prior to the Time of Distribution, Rockwell Science Center will have assumed
sponsorship of the Rockwell Science Center Pension Plan and the Rockwell Science
Center Trust.

               (b)     Assumption of Pension Plan Liabilities.

               (i)     Effective as of the Time of Distribution, Rockwell
hereby assumes, and agrees to fully perform, pay and discharge, and agrees to
cause the Rockwell Automation Pension Plan and the Rockwell Automation Group
Trust to assume, and to fully perform, pay and discharge, all accrued benefit
and other Liabilities of Rockwell or any of its Subsidiaries (including members
of the Rockwell Collins Group and members of the Rockwell Science Center Group),
the Rockwell Pension Plan and the Rockwell Group Trust under and relating to the
Rockwell Pension Plan and the Rockwell Group Trust with respect to Rockwell
Automation Participants who were covered under the Rockwell Pension Plan prior
to the Time of Distribution. The Liabilities assumed by Rockwell, the Rockwell
Automation Pension Plan and the Rockwell Automation Group Trust pursuant to the
preceding sentence will be considered to have been transferred from the Rockwell
Pension Plan and the Rockwell Group Trust to the Rockwell Automation Pension
Plan and the Rockwell Automation Group Trust on the Distribution Date.

               (ii)    Effective as of the Time of Distribution, Rockwell
Science Center hereby assumes, and agrees to fully perform, pay and discharge,
and agrees to cause the Rockwell Science Center Pension Plan and the Rockwell
Science Center Trust to assume, and to fully perform, pay and discharge, all
accrued benefit and other Liabilities of Rockwell or any of its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group), the Rockwell Pension Plan and the Rockwell Group Trust
under and relating to the Rockwell Pension Plan and the Rockwell Group Trust
with respect to Rockwell Science Center Participants who were covered under the
Rockwell Pension Plan prior to the Time of Distribution. The Liabilities



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<PAGE>   14

assumed by Rockwell Science Center, the Rockwell Science Center Pension Plan and
the Rockwell Science Center Trust pursuant to the preceding sentence will be
considered to have been transferred from the Rockwell Pension Plan and the
Rockwell Group Trust to the Rockwell Science Center Pension Plan and the
Rockwell Science Center Trust on the Distribution Date.

               (iii)   Effective as of the Time of Distribution, Rockwell
Collins hereby assumes or retains, as applicable, and agrees to fully perform,
pay and discharge, and agrees to cause the Rockwell Pension Plan and the
Rockwell Group Trust to retain, and to fully perform, pay and discharge, all
accrued benefit and other Liabilities of Rockwell or any of its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group), the Rockwell Pension Plan and the Rockwell Group Trust
under and relating to the Rockwell Pension Plan and the Rockwell Group Trust
with respect to all participants who were covered under the Rockwell Pension
Plan prior to the Time of Distribution (other than Rockwell Automation
Participants and Rockwell Science Center Participants), including all Rockwell
Collins Participants.

               (c)     Transfers of Pension Plan Assets.

               (i)     At least 30 days prior to the Time of Distribution,
Rockwell will have filed with the IRS a proper notice on IRS Forms 5310-A
regarding (A) the transfer of assets and liabilities from the Rockwell Pension
Plan and the Rockwell Group Trust to the Rockwell Automation Pension Plan and
the Rockwell Automation Group Trust and (B) the transfer of assets and
liabilities from the Rockwell Pension Plan and the Rockwell Group Trust to the
Rockwell Science Center Pension Plan and the Rockwell Science Center Trust.

               (ii)    Prior to the Time of Distribution, the PBGC and IRS
waiting periods applicable to the transfers of assets and liabilities from the
Rockwell Pension Plan and the Rockwell Group Trust to the Rockwell Automation
Pension Plan and the Rockwell Automation Group Trust contemplated by this
Section 3.01 will have expired or terminated. On or prior to the Distribution
Date, assets (the form of which have been agreed upon by Rockwell and Rockwell
Collins) having a value equal to the Initial Rockwell Automation Pension
Transfer Amount will have been transferred from the Rockwell Group Trust to the
Rockwell Automation Group Trust.

               (iii)   Prior to the Time of Distribution, the PBGC and IRS
waiting periods applicable to the transfers of assets and liabilities from the
Rockwell Pension Plan and the Rockwell Group Trust to the Rockwell Science
Center Pension Plan and the Rockwell Science Center Trust contemplated by this
Section 3.01 will have expired or terminated. On or prior to the Distribution
Date, assets (the form of which have been agreed upon by Rockwell, Rockwell
Collins and Rockwell Science Center) having a



                                       11
<PAGE>   15

value equal to the Initial Rockwell Science Center Pension Transfer Amount will
have been transferred from the Rockwell Group Trust to the Rockwell Science
Center Trust.

               (iv)    For purposes of determining the Allocated Rockwell
Automation Pension Asset Amount and the Allocated Rockwell Science Center
Pension Asset Amount the Actual Aggregate Pension Asset Amount will be allocated
among (x) the Rockwell Pension Plan and the Rockwell Group Trust, (y) the
Rockwell Automation Pension Plan and the Rockwell Automation Group Trust and (z)
the Rockwell Science Center Pension Plan and the Rockwell Science Center Trust
as follows:

                       (A)     If the Actual Aggregate Pension Asset Amount is
               less than the aggregate Distribution Date ABO for all of the
               Pension Plans, then the Actual Aggregate Pension Asset Amount
               will be allocated among (x) the Rockwell Pension Plan and the
               Rockwell Group Trust, (y) the Rockwell Automation Pension Plan
               and the Rockwell Automation Group Trust and (z) the Rockwell
               Science Center Pension Plan and the Rockwell Science Center Trust
               in accordance with Section 4044 of ERISA and the regulations
               thereunder, using a discount rate of 7.5% and actuarial
               assumptions (other than such discount rate) specified in the
               January 2001 Pension Plan Actuarial Valuation; or

                       (B)     If the Actual Aggregate Pension Asset Amount is
               equal to or greater than the aggregate Distribution Date ABO for
               all of the Pension Plans, then the Actual Aggregate Pension Asset
               Amount will be allocated among (x) the Rockwell Pension Plan and
               the Rockwell Group Trust, (y) the Rockwell Automation Pension
               Plan and the Rockwell Automation Group Trust and (z) the Rockwell
               Science Center Pension Plan and the Rockwell Science Center
               Trust, in accordance with the following priorities:

                               (1)     First, each Pension Plan (and the related
                        Trust) will have allocated to it that portion of the
                        Actual Aggregate Pension Asset Amount equal to (I) in
                        the case of the Rockwell Automation Pension Plan, the
                        Distribution Date ABO for Rockwell Automation
                        Participants, (II) in the case of the Rockwell Science
                        Center Pension Plan, the Distribution Date ABO for
                        Rockwell Science Center Participants, and (III) in the
                        case of the Rockwell Pension Plan, the Distribution Date
                        ABO for all participants covered under the Rockwell
                        Pension Plan (other than Rockwell Automation
                        Participants and Rockwell Science Center Participants),
                        including Rockwell Collins Participants;



                                       12
<PAGE>   16

                               (2)     Second, the Rockwell Science Center
                        Pension Plan (and the Rockwell Science Center Trust)
                        will have allocated to it that portion, if any, of any
                        Step 2 Excess Amount that is required to be allocated to
                        it in order to comply with Government Cost Accounting
                        Standard (CAS) 413-50(c)(5)(ii);

                               (3)     Third, if either of the Rockwell Pension
                        Plan or the Rockwell Automation Pension Plan has a Step
                        3 ERISA 4044 Funded Percentage of less than 100%, then
                        whichever of the Rockwell Pension Plan and the Rockwell
                        Automation Pension Plan has the lower Step 3 ERISA 4044
                        Funded Percentage (and the related Trust) will have
                        allocated to it any Step 3 Excess Amount until the ERISA
                        4044 Funded Percentage of such Pension Plan is equal
                        (after giving effect to the allocation under this
                        Section 3.01(c)(iv)(B)(3)) to the lesser of (I) the
                        ERISA 4044 Funded Percentage of whichever of the
                        Rockwell Pension Plan and the Rockwell Automation
                        Pension Plan had the higher Step 3 ERISA 4044 Funded
                        Percentage or (II) 100%;

                               (4)     Fourth, if the ERISA 4044 Funded
                        Percentage of each of the Rockwell Pension Plan and the
                        Rockwell Automation Pension Plan (after giving effect to
                        the allocation under Section 3.01(c)(iv)(B)(3)) is less
                        than 100%, then the Rockwell Pension Plan and the
                        Rockwell Automation Pension Plan each will have
                        allocated to it, on a pro rata basis (based on the ratio
                        of each such Pension Plan's Step 4 ERISA 4044 Shortfall
                        Amount to the aggregate Step 4 ERISA 4044 Shortfall
                        Amount of such two Pension Plans), any Step 4 Excess
                        Amount until the ERISA 4044 Funded Percentage of each
                        such Pension Plan is equal to 100% (after giving effect
                        to the allocation under this Section 3.01(c)(iv)(B)(4));

                               (5)     Fifth, the Rockwell Pension Plan (and
                        the Rockwell Group Trust) will have allocated to it that
                        portion, if any, of any Step 5 Excess Amount that is
                        required to be allocated to it in order to comply with
                        Government Cost Accounting Standard (CAS)
                        4130-50(c)(5)(ii);

                               (6)     Sixth, the Pension Plan with the lowest
                        Step 6 ABO Funded Percentage (and the related Trust)
                        will have allocated to it any Step 6 Excess Amount until
                        the ABO Funded Percentage of such Pension Plan is equal
                        (after giving effect to the allocation under this
                        Section 3.01(c)(iv)(B)(6)) to the ABO Funded



                                       13
<PAGE>   17

                        Percentage of the Pension Plan with the next lowest Step
                        6 ABO Funded Percentage;

                               (7)     Seventh, the two Pension Plans with the
                        lowest Step 7 ABO Funded Percentage each will have
                        allocated to it, on a pro rata basis (based on the ratio
                        of each such Pension Plan's ABO Percentage to the
                        aggregate ABO Percentage of such two Pension Plans), any
                        Step 7 Excess Amount until the ABO Funded Percentage of
                        each such Pension Plan is equal (after giving effect to
                        the allocation under this Section 3.01(c)(iv)(B)(7)) to
                        the ABO Funded Percentage of the Pension Plan with the
                        highest Step 7 ABO Funded Percentage; and

                               (8)     Eighth, each Pension Plan will have
                        allocated to it such Pension Plan's pro rata share
                        (based on such Pension Plan's ABO Percentage) of any
                        Step 8 Excess Amount.

               (v)     Within 150 days following the Distribution Date, Rockwell
and Rockwell Collins will cause the Actuary to prepare and deliver to Rockwell,
Rockwell Collins and Rockwell Science Center an actuarial valuation (the
"Post-Distribution Actuarial Valuation") which will:

                       (A)     certify the Distribution Date ABO for Rockwell
               Automation Participants, the Distribution Date ABO for Rockwell
               Science Center Participants and the Distribution Date ABO for all
               other participants in the Rockwell Pension Plan, including
               Rockwell Collins Participants;

                       (B)     certify the ABO Percentage for the Rockwell
               Automation Pension Plan, the ABO Percentage for the Rockwell
               Science Center Pension Plan and the ABO Percentage for the
               Rockwell Pension Plan;

                       (C)     set forth the Actual Aggregate Pension Asset
               Amount, the Actual Rockwell Automation Pension Asset Amount and
               the Actual Rockwell Science Center Pension Asset Amount;

                       (D)     certify the portion of the Actual Aggregate
               Pension Asset Amount required to be allocated to the Rockwell
               Pension Plan, the Allocated Rockwell Automation Pension Asset
               Amount and the Allocated Rockwell Science Center Pension Asset
               Amount and the calculation of each thereof in accordance with
               Section 3.01(c)(iv);



                                       14
<PAGE>   18

                       (E)     certify the portion of the Actual Aggregate
               Pension Asset Amount required to be allocated to each of the
               Rockwell Pension Plan, the Rockwell Automation Pension Plan and
               the Rockwell Science Center Pension Plan under CAS
               413-50(c)(5)(ii); and

                       (F)     certify the portion of the Actual Aggregate
               Pension Asset Amount required to be allocated to each of the
               Rockwell Pension Plan, the Rockwell Automation Pension Plan and
               the Rockwell Science Center Pension Plan under Section 4044 of
               ERISA and the regulations thereunder (using the actuarial
               assumptions set forth therein, including the interest rate
               specified by the PBGC for pension plans terminating at the Time
               of Distribution).

The date on which the Actuary delivers the Post-Distribution Actuarial Valuation
to Rockwell, Rockwell Collins and Rockwell Science Center is referred to herein
as the "Delivery Date".

               (vi)    Either Rockwell or Rockwell Collins may dispute any of
the calculations referred to in clauses (iii)(A)-(F) above certified or set
forth in the Post-Distribution Actuarial Valuation by delivering written notice
thereof (a "Dispute Notice") to the Actuary and the other parties to this
Agreement on or before the 30th day following the Delivery Date (the "Dispute
Notice Deadline Date"). If Rockwell or Rockwell Collins delivers a Dispute
Notice as provided for above, then, following delivery of a Dispute Notice,
Rockwell, Rockwell Collins and the Actuary will work together in good faith and
on a reasonable basis to resolve any matters specified in the Dispute Notice,
and Rockwell and Rockwell Collins will use their reasonable best efforts to
cause the Actuary to deliver to Rockwell, Rockwell Collins and Rockwell Science
Center a restated Post-Distribution Actuarial Valuation reflecting any required
adjustments agreed to by Rockwell and Rockwell Collins resulting from the
resolution of such matters within 60 days following delivery of a Dispute
Notice.

               (vii)   (A) If the Allocated Rockwell Automation Pension Asset
Amount set forth in the Final Post-Distribution Actuarial Valuation is greater
than the Actual Rockwell Automation Pension Asset Amount set forth in the Final
Post-Distribution Actuarial Valuation, then assets having a fair market value
equal to the excess thereof will be transferred from the Rockwell Pension Plan
and the Rockwell Group Trust to the Rockwell Automation Pension Plan and the
Rockwell Automation Group Trust on the Transfer Date. If the Actual Rockwell
Automation Pension Asset Amount set forth in the Final Post-Distribution
Actuarial Valuation is greater than the Allocated Rockwell Automation Pension
Asset Amount set forth in the Final Post-Distribution Actuarial Valuation, then
assets having a fair market value equal to the excess thereof will be
transferred from the Rockwell Automation Pension Plan and the Rockwell
Automation



                                       15
<PAGE>   19

Group Trust to the Rockwell Pension Plan and the Rockwell Group Trust on the
Transfer Date.

                       (B)     If the Allocated Rockwell Science Center Pension
               Asset Amount set forth in the Final Post-Distribution Actuarial
               Valuation is greater than the Actual Rockwell Science Center
               Pension Asset Amount set forth in the Final Post-Distribution
               Actuarial Valuation, then assets having a fair market value equal
               to the excess thereof will be transferred from the Rockwell
               Pension Plan and the Rockwell Group Trust to the Rockwell Science
               Center Pension Plan and the Rockwell Science Center Trust on the
               Transfer Date. If the Actual Rockwell Science Center Pension
               Asset Amount set forth in the Final Post-Distribution Actuarial
               Valuation is greater than the Allocated Rockwell Science Center
               Pension Asset Amount set forth in the Final Post-Distribution
               Actuarial Valuation, then assets having a fair market value equal
               to the excess thereof will be transferred from the Rockwell
               Science Center Pension Plan and the Rockwell Science Center Trust
               to the Rockwell Pension Plan and the Rockwell Group Trust on the
               Transfer Date.

                       (C)     Any amount to be transferred pursuant to this
               Section 3.01(c)(vii) will bear interest from the Time of
               Distribution to the date of payment (calculated based on actual
               days elapsed in a 365-day year) at a rate of 9% per annum and
               assets having a fair market value equal to such interest amount
               will be transferred on the Transfer Date by the applicable
               Pension Plans and Trusts required to make any transfer pursuant
               to this Section 3.01(c)(vii).

                       (D)     The assets to be transferred from the Rockwell
               Group Trust, from the Rockwell Automation Group Trust and/or from
               the Rockwell Science Center Trust pursuant to this Section
               3.01(c)(vii) will consist solely of cash and marketable
               securities.

               (viii)  In the event that, after the allocation and transfer of
assets among the Pension Plans (and the related Trusts) in accordance with
Section 3.01(c)(vii), any Pension Plan (and the related Trust) does not hold on
the Transfer Date an amount of assets required to be held by such Pension Plan
in order to comply with either (A) CAS 413-50(c)(5) or (B) Section 414(l) of the
Code and the regulations thereunder (using the actuarial assumptions set forth
therein, including the interest rate specified by the PBGC for pension plans
terminating at the Time of Distribution), the sponsor of such Pension Plan will
be responsible for making (and agrees to make promptly, but in no event later
than January 31, 2002) any contribution of assets required to be made to such
Pension Plan in order for such Pension Plan to so comply, and for all
Liabilities in connection therewith. Any amount required to be contributed to a
Pension Plan pursuant to this



                                       16
<PAGE>   20

Section 3.01(c)(viii) will bear interest from the Time of Distribution to the
date of contribution (calculated based on actual days elapsed in a 365-day year)
at a rate of 9% per annum.

               (ix)    All costs and expenses of the Actuary in connection with
the matters contemplated by this Section 3.01 will be shared equally by Rockwell
and Rockwell Collins.

               (d)     Compliance with Applicable Laws. The parties acknowledge
that the transfers of assets and liabilities from the Rockwell Pension Plan and
the Rockwell Group Trust to the Rockwell Automation Pension Plan and Rockwell
Automation Group Trust and to the Rockwell Science Center Pension Plan and the
Rockwell Science Center Trust contemplated hereby will comply with Section
414(l) of the Code and the Treasury Regulations thereunder.

               (e)     Definitions. For purposes of this Section 3.01, the
following terms will have the respective meanings set forth below:

                       "ABO FUNDED PERCENTAGE" means, with respect to each
        Pension Plan, a fraction, (A) the numerator of which is the fair market
        value of the applicable assets allocated to such Pension Plan pursuant
        to Section 3.01(c)(iv), and (B) the denominator of which is (x) in the
        case of the Rockwell Automation Pension Plan, the Distribution Date ABO
        for Rockwell Automation Participants, (y) in the case of the Rockwell
        Science Center Pension Plan, the Distribution Date ABO for Rockwell
        Science Center Participants, and (z) in the case of the Rockwell Pension
        Plan, the Distribution Date ABO for all participants covered under the
        Rockwell Pension Plan (other than Rockwell Automation Participants and
        Rockwell Science Center Participants), including Rockwell Collins
        Participants.

                       "ABO PERCENTAGE" means, with respect to each Pension
        Plan, a fraction, (A) the numerator of which is (x) in the case of the
        Rockwell Automation Pension Plan, the Distribution Date ABO for Rockwell
        Automation Participants, (y) in the case of the Rockwell Science Center
        Pension Plan, the Distribution Date ABO for Rockwell Science Center
        Participants, and (z) in the case of the Rockwell Pension Plan, the
        Distribution Date ABO for all participants covered under the Rockwell
        Pension Plan (other than Rockwell Automation Participants and Rockwell
        Science Center Participants), including Rockwell Collins Participants,
        and (B) the denominator of which is the Distribution Date ABO for all
        participants covered under all the Pension Plans (including Rockwell
        Automation Participants, Rockwell Science Center Participants and
        Rockwell Collins Participants).



                                       17
<PAGE>   21

                       "ACTUAL AGGREGATE PENSION ASSET AMOUNT" means the fair
        market value of the aggregate assets of the Rockwell Pension Plan and
        the Rockwell Group Trust, the Rockwell Automation Pension Plan and the
        Rockwell Automation Group Trust and the Rockwell Science Center Pension
        Plan and the Rockwell Science Center Trust as of the Time of
        Distribution.

                       "ACTUAL ROCKWELL AUTOMATION PENSION ASSET AMOUNT" means
        the fair market value of the assets of the Rockwell Automation Pension
        Plan and the Rockwell Automation Group Trust as of the Time of
        Distribution.

                       "ACTUAL ROCKWELL SCIENCE CENTER PENSION ASSET AMOUNT"
        means the fair market value of the assets of the Rockwell Science Center
        Pension Plan and the Rockwell Science Center Trust as of the Time of
        Distribution.

                       "ACTUARY" means Watson Wyatt Worldwide.

                       "ALLOCATED ROCKWELL AUTOMATION PENSION ASSET AMOUNT"
        means the portion of the Actual Aggregate Pension Asset Amount allocated
        to the Rockwell Automation Pension Plan and the Rockwell Automation
        Group Trust under Section 3.01(c)(iv).

                       "ALLOCATED ROCKWELL SCIENCE CENTER PENSION ASSET AMOUNT"
        means the portion of the Actual Aggregate Pension Asset Amount allocated
        to the Rockwell Science Center Pension Plan and the Rockwell Science
        Center Trust under Section 3.01(c)(iv).

                       "DELIVERY DATE" has the meaning ascribed thereto in
        Section 3.01(c)(v).

                       "DISPUTE NOTICE" has the meaning ascribed thereto in
        Section 3.01(c)(vi).

                       "DISPUTE NOTICE DEADLINE DATE" has the meaning ascribed
        thereto in Section 3.01(c)(vi).

                       "DISTRIBUTION DATE ABO" means, with respect to any group
        of participants covered under the Rockwell Pension Plan, the Rockwell
        Automation Pension Plan and/or the Rockwell Science Center Pension Plan
        immediately prior to the Time of Distribution (including Rockwell
        Automation Participants, Rockwell Science Center Participants and
        Rockwell Collins Participants), the aggregate accumulated benefit
        obligation for such participants under the Rockwell Pension Plan, the
        Rockwell Automation Pension Plan and the Rockwell Science Center Pension
        Plan as of the Time of Distribution, as determined in accordance with
        FAS 87 utilizing a discount rate of 7.5% and actuarial



                                       18
<PAGE>   22

        assumptions (other than such discount rate) specified in the January
        2001 Pension Plan Actuarial Valuation. The determination of the
        Distribution Date ABO will be based on an actuarial valuation using
        participant data as of January 1, 2001, with the results of such
        valuation adjusted to the Time of Distribution using standard actuarial
        techniques. Other than reflecting any changes in the assignment of
        participants among the Pension Plans from January 1, 2001 through the
        Distribution Date, no changes occurring after January 1, 2001 will be
        taken into account in determining the Distribution Date ABO.

                       "ERISA 4044 FUNDED PERCENTAGE" means, with respect to
        each Pension Plan, a fraction, (A) the numerator of which is the fair
        market value of the applicable assets allocated to such Pension Plan
        pursuant to Section 3.01(c)(iv), and (B) the denominator of which is the
        portion of the Actual Aggregate Pension Asset Amount required to be
        allocated to such Pension Plan under Section 4044 of ERISA and the
        regulations thereunder (using the actuarial assumptions set forth
        therein, including the interest rate specified by the PBGC for pension
        plans terminating at the Time of Distribution).

                       "FAS 87" means Statement of Financial Accounting
        Standards No. 87.

                       "FINAL POST-DISTRIBUTION ACTUARIAL VALUATION" is defined
        as follows:

                       (A)     if a Dispute Notice is not delivered by Rockwell
               or Rockwell Collins on or prior to the Dispute Notice Deadline
               Date, then the Final Post-Distribution Actuarial Valuation means
               the Post-Distribution Actuarial Valuation delivered by the
               Actuary to Rockwell, Rockwell Collins and Rockwell Science Center
               on the Delivery Date; or

                       (B)     if a Dispute Notice is delivered by Rockwell or
               Rockwell Collins on or prior to the Dispute Notice Deadline Date,
               then the Final Post-Distribution Actuarial Valuation means the
               Post-Distribution Actuarial Valuation agreed to (and restated by
               the Actuary, if necessary) by Rockwell and Rockwell Collins
               pursuant to Section 3.01(c)(vi).

                       "INITIAL ROCKWELL AUTOMATION PENSION TRANSFER AMOUNT"
        means $ [                   ].

                       "INITIAL ROCKWELL SCIENCE CENTER PENSION TRANSFER AMOUNT"
        means $[                    ].



                                       19
<PAGE>   23

                       "JANUARY 2001 PENSION PLAN ACTUARIAL VALUATION" means the
        actuarial valuation for the Rockwell Pension Plan prepared by the
        Actuary dated May 1, 2001.

                       "PENSION PLAN" means the Rockwell Pension Plan, the
        Rockwell Automation Pension Plan and the Rockwell Science Center Pension
        Plan.

                       "POST-DISTRIBUTION ACTUARIAL VALUATION" has the meaning
        ascribed thereto in Section 3.01(c)(v).

                       "ROCKWELL AUTOMATION GROUP TRUST" has the meaning
        ascribed thereto in Section 3.01(a)(i).

                      "ROCKWELL AUTOMATION PENSION PLAN" has the meaning
        ascribed thereto in Section 3.01(a)(i).

                       "ROCKWELL GROUP TRUST" has the meaning ascribed thereto
        in Section 3.01(a)(ii).

                       "ROCKWELL PENSION PLAN" has the meaning ascribed thereto
        in Section 3.01(a)(i).

                       "ROCKWELL SCIENCE CENTER PENSION PLAN" has the meaning
        ascribed thereto in Section 3.01(a)(i).

                       "ROCKWELL SCIENCE CENTER TRUST" has the meaning ascribed
        thereto in Section 3.01(a)(i).

                       "STEP 2 EXCESS AMOUNT" means that amount, if any, by
        which the Actual Aggregate Pension Asset Amount exceeds the aggregate
        portions of the Actual Aggregate Pension Asset Amount required to be
        allocated to all the Pension Plans (and their related Trusts) under
        Section 3.01(c)(iv)(B)(1).

                       "STEP 3 ERISA 4044 FUNDED PERCENTAGE" means, with respect
        to each Pension Plan, a fraction, (A) the numerator of which is the fair
        market value of the assets allocated to such Pension Plan (and the
        related Trust) under Sections 3.01(c)(iv)(B)(1) and (2), and (B) the
        denominator of which is the portion of the Actual Aggregate Pension
        Asset Amount required to be allocated to such Pension Plan under Section
        4044 of ERISA and the regulations thereunder (using the actuarial
        assumptions set forth therein, including the interest rate specified by
        the PBGC for pension plans terminating at the Time of Distribution).



                                       20
<PAGE>   24

                       "STEP 3 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Assets Amount required to be allocated
        to all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B) (1) and (2).

                       "STEP 4 ERISA 4044 SHORTFALL AMOUNT" means, with respect
        to each Plan, the remainder of (A) the portion of the Actual Aggregate
        Pension Asset Amount required to be allocated to such Pension Plan under
        Section 4044 of ERISA and the regulations thereunder (using the
        actuarial assumptions set forth therein, including the interest rate
        specified by the PBGC for pension plans terminating at the Time of
        Distribution), less (B) the fair market value of the assets allocated to
        such Pension Plan (and the related Trust) under Sections
        3.01(c)(iv)(B)(1), (2) and (3).

                       "STEP 4 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Asset Amount required to be allocated to
        all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B)(1), (2) and (3).

                       "STEP 5 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Asset Amount required to be allocated to
        all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B)(1), (2), (3) and (4).

                       "STEP 6 ABO FUNDED PERCENTAGE" means, with respect to
        each Pension Plan, a fraction, (A) the numerator of which is the fair
        market value of the assets allocated to such Pension Plan (and the
        related Trust) under Sections 3.01(c)(iv)(B)(1), (2), (3), (4) and (5),
        and (B) the denominator of which is (x) in the case of the Rockwell
        Automation Pension Plan, the Distribution Date ABO for Rockwell
        Automation Participants, (y) in the case of the Rockwell Science Center
        Pension Plan, the Distribution Date ABO for Rockwell Science Center
        Participants, and (z) in the case of the Rockwell Pension Plan, the
        Distribution Date ABO for all participants covered under the Rockwell
        Pension Plan (other than Rockwell Automation Participants and Rockwell
        Science Center Participants), including Rockwell Collins Participants.

                       "STEP 6 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Asset Amount required to be allocated to
        all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B)(1), (2), (3), (4) and (5).



                                       21
<PAGE>   25

                       "STEP 7 ABO FUNDED PERCENTAGE" means, with respect to
        each Pension Plan, a fraction, (A) the numerator of which is the fair
        market value of the assets allocated to such Pension Plan (and the
        related Trust) under Sections 3.01(c)(iv)(B)(1), (2), (3), (4), (5) and
        6, and (B) the denominator of which is (x) in the case of the Rockwell
        Automation Pension Plan, the Distribution Date ABO for Rockwell
        Automation Participants, (y) in the case of the Rockwell Science Center
        Pension Plan, the Distribution Date ABO for Rockwell Science Center
        Participants, and (z) in the case of the Rockwell Pension Plan, the
        Distribution Date ABO for all participants covered under the Rockwell
        Pension Plan (other than Rockwell Automation Participants and Rockwell
        Science Center Participants), including Rockwell Collins Participants.

                       "STEP 7 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Asset Amount required to be allocated to
        all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B)(1), (2), (3), (4), (5) and (6).

                       "STEP 8 EXCESS AMOUNT" means the amount, if any, by which
        the Actual Aggregate Pension Asset Amount exceeds the aggregate portions
        of the Actual Aggregate Pension Asset amount required to be allocated to
        all the Pension Plans (and their related Trusts) under Sections
        3.01(c)(iv)(B)(1), (2), (3), (4), (5), (6) and (7).

                       "TRANSFER DATE" means:

                       (A)     if a Dispute Notice is not delivered by Rockwell
               or Rockwell Collins on or prior to the Dispute Notice Deadline
               Date, the third business day after the Dispute Notice Deadline
               Date; or

                       (B)     if a Dispute Notice is delivered by Rockwell or
               Rockwell Collins on or prior to the Dispute Notice Deadline Date,
               the third business day following (i) the date that Rockwell and
               Rockwell Collins agree in writing that the Post-Distribution
               Actuarial Valuation delivered on the Delivery Date is final or
               (ii) the date the Actuary delivers to Rockwell, Rockwell Collins
               and Rockwell Science Center a restated Post-Distribution
               Actuarial Valuation properly reflecting any required adjustments
               agreed to by Rockwell and Rockwell Collins.

                       "TRUST" means the Rockwell Group Trust, the Rockwell
        Automation Group Trust or the Rockwell Science Center Trust.



                                       22
<PAGE>   26

               Section 3.02 Stand-Alone Pension Plan. Effective as of the Time
of Distribution, Rockwell Collins will or will cause one or more Rockwell
Collins Subsidiaries to assume and adopt sponsorship of the Kaiser Aerospace
Retirement Plan, as amended through the Time of Distribution (the "Stand-Alone
Pension Plan"), the trust related thereto and all assets and Liabilities related
thereto. Effective as of the Time of Distribution, Rockwell Collins hereby
assumes, and agrees to fully perform, pay and discharge, and agrees to cause the
Stand-Alone Pension Plan and the trust related thereto to assume, and to fully
perform, pay and discharge, all accrued benefit and other Liabilities of
Rockwell or any of its Subsidiaries (including members of the Rockwell Collins
Group and members of the Rockwell Science Center Group), the Stand-Alone Pension
Plan and the trust related thereto under and relating to the Stand-Alone Pension
Plan and the trust related thereto with respect to all participants who were
covered under the Stand-Alone Pension Plan prior to the Time of Distribution.

               Section 3.03 U.S. Non-Qualified Pension Plan.

               (a)     Establishment and Sponsorship of Non-Qualified Pension
Plans and Rabbi Trusts.

               (i)     Prior to the Time of Distribution, Rockwell will have
established (A) a new non-qualified supplemental pension plan (the "Rockwell
Automation Non-Qualified Pension Plan"), the purpose of which will be to provide
benefits to Rockwell Automation Participants, and the Rockwell Automation Master
Rabbi Trust and (B) a new non-qualified supplemental pension plan (the "Rockwell
Science Center Non-Qualified Pension Plan"), the purpose of which will be to
provide benefits to Rockwell Science Center Participants, and the Rockwell
Science Center Master Rabbi Trust. The Rockwell Automation Non-Qualified Pension
Plan and the Rockwell Science Center Non-Qualified Pension Plan each will be
substantially similar in all material respects to the Rockwell Non-Qualified
Pension Plan, and will provide a benefit formula which will be substantially
similar in all material respects to the benefit formula that the Rockwell
Non-Qualified Pension Plan provided immediately prior to the Time of
Distribution. The Rockwell Automation Non-Qualified Pension Plan and the
Rockwell Science Center Non-Qualified Pension Plan each will credit each
participant thereunder for purposes of eligibility to participate, vesting,
benefit accruals and all other plan purposes with all service which had been
credited to such participant for such purposes under the Rockwell Non-Qualified
Pension Plan immediately prior to the Time of Distribution.

               (ii)    Prior to the Time of Distribution, Rockwell Collins will
have assumed sponsorship of the Rockwell Non-Qualified Pension Plan and the
Rockwell Master Rabbi Trust and will have changed the name of the Rockwell
Non-Qualified Pension Plan to the Rockwell Collins Non-Qualified Pension Plan
and will have changed the name of the Rockwell Master Rabbi Trust to the
Rockwell Collins Master Rabbi



                                       23
<PAGE>   27

Trust. Prior to the Time of Distribution, Rockwell will have assumed sponsorship
of the Rockwell Automation Non-Qualified Pension Plan and the Rockwell
Automation Master Rabbi Trust. Prior to the Time of Distribution, Rockwell
Science Center will have assumed sponsorship of the Rockwell Science Center
Non-Qualified Pension Plan and the Rockwell Science Center Master Rabbi Trust.

               (b)     Assumption of Non-Qualified Pension Plan Liabilities.

               (i)     Effective as of the Time of Distribution, Rockwell
hereby assumes, and agrees to fully perform, pay and discharge, and agrees to
cause the Rockwell Automation Non-Qualified Pension Plan and the Rockwell
Automation Master Rabbi Trust to assume, and to fully perform, pay and
discharge, all accrued benefit and other Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group), the Rockwell Non-Qualified Pension Plan and the
Rockwell Master Rabbi Trust under and relating to the Rockwell Non-Qualified
Pension Plan and the Rockwell Master Rabbi Trust with respect to Rockwell
Automation Participants who were covered under the Rockwell Non-Qualified
Pension Plan prior to the Time of Distribution.

               (ii)    Effective as of the Time of Distribution, Rockwell
Science Center hereby assumes, and agrees to fully perform, pay and discharge,
and agrees to cause the Rockwell Science Center Non-Qualified Pension Plan and
the Rockwell Science Center Master Rabbi Trust to assume, and to fully perform,
pay and discharge, all accrued benefit and other Liabilities of Rockwell or any
of its Subsidiaries (including members of the Rockwell Collins Group and members
of the Rockwell Science Center Group), the Rockwell Non-Qualified Pension Plan
and the Rockwell Master Rabbi Trust under and relating to the Rockwell
Non-Qualified Pension Plan and the Rockwell Master Rabbi Trust with respect to
Rockwell Science Center Participants who were covered under the Rockwell
Non-Qualified Pension Plan prior to the Time of Distribution.

               (iii)   Effective as of the Time of Distribution, Rockwell
Collins hereby assumes, and agrees to fully perform, pay and discharge, and
agrees to cause the Rockwell Non-Qualified Pension Plan and the Rockwell Master
Rabbi Trust to retain, and to fully perform, pay and discharge, all accrued
benefit and other Liabilities of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group), the Rockwell Non-Qualified Pension Plan and the Rockwell Master Rabbi
Trust under and relating to the Rockwell Non-Qualified Pension Plan and the
Rockwell Master Rabbi Trust with respect to all participants who were covered
under the Rockwell Non-Qualified Pension Plan prior to the Time of Distribution
(other than Rockwell Automation Participants and Rockwell Science Center
Participants), including all Rockwell Collins Participants.



                                       24
<PAGE>   28

               Section 3.04 U.K. Pension Plan.

               [PROVISIONS RE: UK AND PENSION PLAN TO BE PROVIDED]

               Section 3.05 Canadian Pension Plan.

               [PROVISIONS RE: CANADIAN PENSION PLAN TO BE PROVIDED]

                                   ARTICLE IV

                                  SAVINGS PLANS


               Section 4.01 U.S. Salaried Savings Plan.

               (a)     As of the Time of Distribution, Rockwell Collins will
have established, and will cover the Active Rockwell Collins Employees who
participated in the Rockwell Salaried Savings Plan prior to the Time of
Distribution under, a defined contribution plan (the "Rockwell Collins Salaried
Savings Plan"), which will be qualified under Sections 401(a) and 401(k) of the
Code, and will have established a related trust which will be exempt from
taxation under Section 501(a) of the Code. As of the Time of Distribution,
Rockwell Science Center will have established, and will cover the Active
Rockwell Science Center Employees who participated in the Rockwell Salaried
Savings Plan prior to the Time of Distribution under, a defined contribution
plan (the "Rockwell Science Center Salaried Savings Plan"), which will be
qualified under Sections 401(a) and 401(k) of the Code, and will have
established a related trust which will be exempt from taxation under Section
501(a) of the Code. Each of the Rockwell Collins Salaried Savings Plan and the
Rockwell Science Center Salaried Savings Plan will credit each participating
Active Rockwell Collins Employee or Active Rockwell Science Center Employee, as
the case may be, for purposes of vesting and eligibility with all service which
had been credited to such employee for such purposes under the Rockwell Salaried
Savings Plan immediately prior to the Time of Distribution (excluding any such
service which was not counted under the Rockwell Salaried Savings Plan by
operation of its "break in service" rules).

               (b)     After the Time of Distribution, each Rockwell Collins
Employee will be permitted to transfer his or her account balances from the
Rockwell Salaried Savings Plan to the Rockwell Collins Salaried Savings Plan in
accordance with the terms of the respective plans and applicable law. After the
Time of Distribution, each Rockwell Science Center Employee will be permitted to
transfer his or her account balances from the Rockwell Salaried Savings Plan to
the Rockwell Science Center Salaried Savings Plan in accordance with the terms
of the respective plans and applicable law.



                                       25
<PAGE>   29

               (c)     Effective as of the Time of Distribution, each Active
Rockwell Collins Employee and each Active Rockwell Science Center Employee who
participated in the Rockwell Salaried Savings Plan immediately prior to the Time
of Distribution will become fully vested in his or her account balances under
the Rockwell Salaried Savings Plan. Effective as of the Time of Distribution,
each Active Rockwell Collins Employee and each Active Rockwell Science Center
Employee will cease to be eligible to contribute to, or receive contributions in
respect of, his or her Rockwell Salaried Savings Plan accounts. None of Rockwell
Collins, the Rockwell Collins Subsidiaries, Rockwell Science Center, the
Rockwell Science Center Subsidiaries, Affiliates of any of the foregoing, the
Rockwell Collins Salaried Savings Plan or the trust thereunder or the Rockwell
Science Center Salaried Savings Plan or the trust thereunder will have or
acquire any interest in or right to any of the assets of the Rockwell Salaried
Savings Plan, and Rockwell will retain full power and authority with respect to
the amendment and termination of the Rockwell Salaried Savings Plan and the
investment and disposition of assets held in the Rockwell Salaried Savings Plan
to the extent permitted by law.

               Section 4.02 U.S. Hourly Represented Savings Plan.

               (a)     As of the Time of Distribution, Rockwell Collins will
have established, and will cover the Active Rockwell Collins Employees who
participated in the Rockwell Hourly Represented Savings Plan prior to the Time
of Distribution under, a defined contribution plan (the "Rockwell Collins Hourly
Represented Savings Plan"), which will be qualified under Sections 401(a) and
401(k) of the Code, and will have established a related trust which will be
exempt from taxation under Section 501(a) of the Code. The Rockwell Collins
Hourly Represented Savings Plan will credit each participating Active Rockwell
Collins Employee for purpose of vesting and eligibility with all service which
had been credited to such employee for such purposes under the Rockwell Hourly
Represented Savings Plan immediately prior to the Time of Distribution
(excluding any such service which was not counted under the Rockwell Hourly
Represented Savings Plan by operation of its "break in service" rules).

               (b)     After the Time of Distribution, each Rockwell Collins
Employee will be permitted to transfer his or her account balances from the
Rockwell Hourly Represented Savings Plan to the Rockwell Collins Hourly
Represented Savings Plan in accordance with the terms of the respective plans
and applicable law.

               (c)     Effective as of the Time of Distribution, each Active
Rockwell Collins Employee who participated in the Rockwell Hourly Represented
Savings Plan immediately prior to the Time of Distribution will become fully
vested in his or her account balances under the Rockwell Hourly Represented
Savings Plan. Effective as of the Time of Distribution, each Active Rockwell
Collins Employee will cease to be eligible to contribute to, or receive
contributions in respect of, his or her Rockwell Hourly Represented Savings Plan
accounts. None of Rockwell Collins, the Rockwell Collins



                                       26
<PAGE>   30

Subsidiaries, Affiliates of any of the foregoing or the Rockwell Collins Hourly
Represented Savings Plan or the trust thereunder will have or acquire any
interest in or right to any of the assets of the Rockwell Hourly Represented
Savings Plan, and Rockwell will retain full power and authority with respect to
the amendment and termination of the Rockwell Hourly Represented Savings Plan
and the investment and disposition of assets held in the Rockwell Hourly
Represented Savings Plan to the extent permitted by law.

               Section 4.03 U.S. Hourly Non-Represented Savings Plan.

               (a)     As of the Time of Distribution, Rockwell Collins will
have established, and will cover the Active Rockwell Collins Employees who
participated in the Rockwell Hourly Non-Represented Savings Plan prior to the
Time of Distribution under, a defined contribution plan (the "Rockwell Collins
Hourly Non-Represented Savings Plan"), which will be qualified under Sections
401(a) and 401(k) of the Code, and will have established a related trust which
will be exempt from taxation under Section 501(a) of the Code. The Rockwell
Collins Hourly Non-Represented Savings Plan will credit each participating
Active Rockwell Collins Employee for purpose of vesting and eligibility with all
service which had been credited to such employee for such purposes under the
Rockwell Hourly Non-Represented Savings Plan immediately prior to the Time of
Distribution (excluding any such service which was not counted under the
Rockwell Hourly Non-Represented Savings Plan by operation of its "break in
service" rules).

               (b)     After the Time of Distribution, each Rockwell Collins
Employee will be permitted to transfer his or her account balances from the
Rockwell Hourly Non-Represented Savings Plan to the Rockwell Collins Hourly
Non-Represented Savings Plan in accordance with the terms of the respective
plans and applicable law.

               (c)     Effective as of the Time of Distribution, each Active
Rockwell Collins Employee who participated in the Rockwell Hourly
Non-Represented Savings Plan immediately prior to the Time of Distribution will
become fully vested in his or her account balances under the Rockwell Hourly
Non-Represented Savings Plan. Effective as of the Time of Distribution, each
Active Rockwell Collins Employee will cease to be eligible to contribute to, or
receive contributions in respect of, his or her Rockwell Hourly Non-Represented
Savings Plan accounts. None of Rockwell Collins, the Rockwell Collins
Subsidiaries, Affiliates of any of the foregoing or the Rockwell Collins Hourly
Non-Represented Savings Plan or the trust thereunder will have or acquire any
interest in or right to any of the assets of the Rockwell Hourly Non-Represented
Savings Plan, and Rockwell will retain full power and authority with respect to
the amendment and termination of the Rockwell Hourly Non-Represented Savings
Plan and the investment and disposition of assets held in the Rockwell Hourly
Non-Represented Savings Plan to the extent permitted by law.



                                       27
<PAGE>   31

               Section 4.04 Non-Qualified Savings Plans.

               (a)     Establishment and Sponsorship of Non-Qualified Savings
Plans and Rabbi Trusts.

               (i)     Prior to the Time of Distribution, Rockwell will have
established (A) a new non-qualified supplemental savings plan (the "Rockwell
Automation Non-Qualified Savings Plan"), the purpose of which will be to provide
benefits to Rockwell Automation Participants and (B) a new non-qualified
supplemental savings plan (the "Rockwell Science Center Non-Qualified Savings
Plan"), the purpose of which will be to provide benefits to Rockwell Science
Center Participants. The Rockwell Automation Non-Qualified Savings Plan and the
Rockwell Science Center Non-Qualified Savings Plan each will be substantially
similar in all material respects to the Rockwell Non-Qualified Savings Plan and
will provide a benefit formula which will be substantially similar in all
material respects to the benefit formula that the Rockwell Non-Qualified Savings
Plan provided immediately prior to the Time of Distribution. The Rockwell
Automation Non-Qualified Savings Plan and the Rockwell Science Center
Non-Qualified Savings Plan each will credit each participant thereunder for
purposes of eligibility to participate, vesting, benefit accruals and all other
plan purposes with all service which had been credited to such participant for
such purposes under the Rockwell Non-Qualified Savings Plan immediately prior to
the Time of Distribution.

               (ii)    Prior to the Time of Distribution, Rockwell Collins will
have assumed sponsorship of the Rockwell Non-Qualified Savings Plan, and will
have changed the name of the Rockwell Non-Qualified Savings Plan to the Rockwell
Collins Non-Qualified Savings Plan. Prior to the Time of Distribution, Rockwell
will have assumed sponsorship of the Rockwell Automation Non-Qualified Savings
Plan. Prior to the Time of Distribution, Rockwell Science Center will have
assumed sponsorship of the Rockwell Science Center Non-Qualified Savings Plan.

               (b)     Assumption of Non-Qualified Savings Plan Liabilities.

               (i)     Effective as of the Time of Distribution, Rockwell
hereby assumes, and agrees to fully perform, pay and discharge, and agrees to
cause the Rockwell Automation Non-Qualified Pension Plan and the Rockwell
Automation Master Rabbi Trust to assume, and to fully perform, pay and
discharge, all accrued benefit and other Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group), the Rockwell Non-Qualified Savings Plan and the
Rockwell Master Rabbi Trust under and relating to the Rockwell Non-Qualified
Savings Plan and the Rockwell Master Rabbi Trust with respect to Rockwell
Automation Participants who were covered under the Rockwell Non-Qualified
Savings Plan prior to the Time of Distribution.



                                       28
<PAGE>   32

               (ii)    Effective as of the Time of Distribution, Rockwell
Science Center hereby assumes, and agrees to fully perform, pay and discharge,
and agrees to cause the Rockwell Science Center Non-Qualified Savings Plan and
the Rockwell Science Center Master Rabbi Trust to assume, and to fully perform,
pay and discharge, all accrued benefit and other Liabilities of Rockwell or any
of its Subsidiaries (including members of the Rockwell Collins Group and members
of the Rockwell Science Center Group), the Rockwell Non-Qualified Savings Plan
and the Rockwell Master Rabbi Trust under and relating to the Rockwell
Non-Qualified Savings Plan and the Rockwell Master Rabbi Trust with respect to
Rockwell Science Center Participants who were covered under the Rockwell
Non-Qualified Savings Plan prior to the Time of Distribution.

               (iii)   Effective as of the Time of Distribution, Rockwell
Collins hereby assumes, and agrees to fully perform, pay and discharge, and
agrees to cause the Rockwell Non-Qualified Savings Plan and the Rockwell Master
Rabbi Trust to retain, and to fully perform, pay and discharge, all accrued
benefit and other Liabilities of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group), the Rockwell Non-Qualified Savings Plan and the Rockwell Master Rabbi
Trust under and relating to the Rockwell Non-Qualified Savings Plan and the
Rockwell Master Rabbi Trust with respect to all participants who were covered
under the Rockwell Non-Qualified Savings Plan prior to the Time of Distribution
(other than Rockwell Automation Participants and Rockwell Science Center
Participants), including all Rockwell Collins Participants.

                                   ARTICLE V

                                   STOCK PLANS


               Section 5.01 Stock Plans.

               (a)     Rockwell will take all action necessary or appropriate
so that each Rockwell Option held by a Rockwell Automation Optionee that is
outstanding as of the Time of Distribution is adjusted pursuant to the equitable
adjustment provisions of the applicable Rockwell Stock Plan under which such
Rockwell Option was granted. The number of shares of Rockwell Common Stock
subject to such option and the per-share exercise price of such option will be
determined as set forth on Schedule 5.01(a). Such adjusted Rockwell Option will
otherwise have the same terms and conditions as those in effect prior to the
adjustment.

               (b)     Rockwell and Rockwell Collins will take all action
necessary or appropriate so that each Rockwell Option held by a Rockwell Collins
Optionee that is outstanding as of the Time of Distribution will be and become a
Rockwell Collins Option pursuant to the equitable adjustment provisions of the
applicable Rockwell Stock Plan under which such Rockwell Option was granted. The
number of shares of Rockwell



                                       29
<PAGE>   33

Collins Common Stock subject to the Rockwell Collins Option and the per-share
exercise price of such Rockwell Collins Option will be determined as set forth
on Schedule 5.01(b). Such Rockwell Collins Option will otherwise have
substantially the same terms and conditions as the corresponding Rockwell Option
being replaced, except that references to Rockwell will be changed to refer to
Rockwell Collins and references to any of the Rockwell Stock Plans will be
changed to refer to Rockwell Collins' applicable stock option plan.

               (c)     Rockwell and Rockwell Collins will take all action
necessary or appropriate so that each Rockwell Split Option will be adjusted
pursuant to the equitable adjustment and other provisions of the applicable
Rockwell Stock Plan under which such Rockwell Split Option was granted. The
number of shares of Rockwell Common Stock subject to such Rockwell Split Option
and the per-share exercise price of such Rockwell Split Option will be
determined as set forth on Schedule 5.01(c)(i). Such adjusted Rockwell Split
Option will otherwise have the same terms and conditions as those in effect
immediately prior to the adjustment. In addition, each Rockwell Split Optionee
holding a Rockwell Split Option as of the Time of Distribution will receive a
Rockwell Collins Option pursuant to the equitable adjustment and other
provisions of the applicable Rockwell Stock Plan under which such Rockwell Split
Option was granted. The number of shares of Rockwell Collins Common Stock
subject to such Rockwell Collins Option and the per-share exercise price of such
Rockwell Collins Option will be determined as set forth on Schedule 5.01(c)(ii).
Such Rockwell Collins Option will otherwise have substantially the same terms
and conditions as the corresponding Rockwell Split Option being adjusted, except
that references to Rockwell will be changed to refer to Rockwell Collins and
references to any of the Rockwell Stock Plans will be changed to refer to
Rockwell Collins' applicable stock option plan.

                                   ARTICLE VI

                        OTHER EMPLOYEE PLANS AND MATTERS


               Section 6.01 Welfare Plans.

               (a)     As of the Time of Distribution, Rockwell Collins and the
Rockwell Collins Subsidiaries will have established or assumed, and will cover
all Rockwell Collins Welfare Participants under, Welfare Plans and other
employee welfare benefit and fringe benefit arrangements (collectively,
"Rockwell Collins Welfare Plans") that are comparable in the aggregate to the
Rockwell Welfare Plans that covered Rockwell Collins Welfare Participants
immediately prior to the Time of Distribution. As of the Time of Distribution,
Rockwell Science Center and the Rockwell Science Center Subsidiaries will have
established or assumed, and will cover Rockwell Science Center Participants
under, Welfare Plans and other employee welfare benefit and fringe benefit



                                       30
<PAGE>   34

arrangements (collectively, "Rockwell Science Center Welfare Plans") that are
comparable in the aggregate to the Rockwell Welfare Plans that covered Rockwell
Science Center Participants immediately prior to the Time of Distribution.

               (b)     (i) The Rockwell Collins Welfare Plans will provide for
the immediate participation of those Rockwell Collins Welfare Participants who
participated in the corresponding Rockwell Welfare Plans immediately prior to
the Time of Distribution. Each of the Rockwell Collins Welfare Plans will credit
each Rockwell Collins Welfare Participant for all Rockwell Collins Welfare Plan
purposes with all service and any other item which had been credited to or
otherwise accumulated for the benefit of such participant under the
corresponding Rockwell Welfare Benefit Plans immediately prior to the Time of
Distribution, including service credited toward any waiting periods and amounts
credited toward any medical or health insurance deductible or co-payment.
Without limiting the generality of the foregoing, each Rockwell Collins Welfare
Plan, to the extent applicable: (A) will recognize all amounts applied to
deductibles, co-payments, out-of-pocket maximums and lifetime maximum benefits
with respect to Rockwell Collins Welfare Participants under the corresponding
Rockwell Welfare Plan for the plan year that includes the Time of Distribution
and for prior periods (if applicable); (B) will recognize all service credited
to waiting periods with respect to Rockwell Collins Welfare Participants under
the corresponding Rockwell Welfare Plan; (C) will not impose any limitations on
coverage of pre-existing conditions of Rockwell Collins Welfare Participants,
except to the extent such limitations applied to such participants under the
corresponding Rockwell Welfare Plan immediately before such Rockwell Collins
Welfare Plan became effective; and (D) will not impose any other conditions
(such as proof of good health, evidence of insurability or a requirement of a
physical examination) upon the participation by Rockwell Collins Welfare
Participants who were participating in the corresponding Rockwell Welfare Plan
immediately before such Rockwell Collins Welfare Plan became effective.

               (ii)    The Rockwell Science Center Welfare Plans will provide
for the immediate participation of those Rockwell Science Center Participants
who participated in the corresponding Rockwell Welfare Plans immediately prior
to the Time of Distribution. Each of the Rockwell Science Center Welfare Plans
will credit each Rockwell Science Center Participant for all Rockwell Science
Center Welfare Plan purposes with all service and any other item which had been
credited to or otherwise accumulated for the benefit of such participant under
the corresponding Rockwell Welfare Benefit Plans immediately prior to the Time
of Distribution, including service credited toward any waiting periods and
amounts credited toward any medical or health insurance deductible or
co-payment. Without limiting the generality of the foregoing, each Rockwell
Science Center Welfare Plan, to the extent applicable: (A) will recognize all
amounts applied to deductibles, co-payments, out-of-pocket maximums and lifetime
maximum benefits with respect to Rockwell Science Center Participants under the
corresponding Rockwell Welfare Plan for the plan year that includes the Time of



                                       31
<PAGE>   35

Distribution and for prior periods (if applicable); (B) will recognize all
service credited to waiting periods with respect to Rockwell Science Center
Participants under the corresponding Rockwell Welfare Plan; (C) will not impose
any limitations on coverage of pre-existing conditions of Rockwell Science
Center Participants, except to the extent such limitations applied to such
participants under the corresponding Rockwell Welfare Plan immediately before
such Rockwell Science Center Welfare Plan became effective; and (D) will not
impose any other conditions (such as proof of good health, evidence of
insurability or a requirement of a physical examination) upon the participation
by Rockwell Science Center Participants who were participating in the
corresponding Rockwell Welfare Plan immediately before such Rockwell Science
Center Welfare Plan became effective.

               (c)     (i) As of the Time of Distribution, Rockwell Collins and
the Rockwell Collins Subsidiaries will credit each Active Rockwell Collins
Employee with the unused vacation days and personal and sickness days accrued
immediately prior to the Distribution in accordance with the vacation and
personnel policies and labor agreements of Rockwell and its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group) applicable to such employee in effect immediately prior to
the Time of Distribution.

               (ii)    As of the Time of Distribution, Rockwell Science Center
and the Rockwell Science Center Subsidiaries will credit each Active Rockwell
Science Center Employee with the unused vacation days and personal and sickness
days accrued immediately prior to the Distribution in accordance with the
vacation and personnel policies of Rockwell and its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group) applicable to such employee in effect immediately prior to the Time of
Distribution.

               (d)     (i) From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell Collins and the Rockwell
Collins Subsidiaries will assume or retain, as the case may be, and will be
solely responsible for and will fully perform, pay and discharge, all
Liabilities of Rockwell or any of its Subsidiaries (including members of the
Rockwell Collins Group and members of the Rockwell Science Center Group) in
respect of Rockwell Collins Welfare Participants (and claims by or relating to
Rockwell Collins Welfare Participants) with respect to employee welfare and
fringe benefits (including medical, dental, life, travel, accident, short- and
long-term disability, hospitalization, workers' compensation and other insurance
benefits), whether under the Rockwell Welfare Plans, the Rockwell Collins
Welfare Plans or otherwise, whether incurred, or arising in connection with
incidents occurring, before, at or after the Time of Distribution and whether
any claim is made with respect thereto before, at or after the Time of
Distribution. Without limiting the generality of the foregoing, from and after
the Time of Distribution, Rockwell Collins and the Rockwell Collins Subsidiaries
(or where appropriate, the Rockwell Collins Welfare Plans) will assume, will be
solely



                                       32
<PAGE>   36

responsible for and will fully perform, pay and discharge all Liabilities of
Rockwell or any of its Subsidiaries (including members of the Rockwell Collins
Group and members of the Rockwell Science Center Group) in respect of Rockwell
Collins Welfare Participants (and claims by or relating to Rockwell Collins
Welfare Participants) with respect to retiree health and welfare benefits and
retiree life insurance benefits, whether under the Rockwell Welfare Plans, the
Rockwell Collins Welfare Plans or otherwise, whether incurred, or arising in
connection with incidents occurring, before, at or after the Time of
Distribution and whether any claim is made with respect thereto before, at or
after the Time of Distribution.

               (ii)    From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell Science Center and the
Rockwell Science Center Subsidiaries will assume or retain, as the case may be,
and will be solely responsible for and will fully perform, pay and discharge,
all Liabilities of Rockwell or any of its Subsidiaries (including members of the
Rockwell Collins Group and members of the Rockwell Science Center Group) in
respect of Rockwell Science Center Participants (and claims by or relating to
Rockwell Science Center Participants) with respect to employee welfare and
fringe benefits (including medical, dental, life, travel, accident, short- and
long-term disability, hospitalization, workers' compensation and other insurance
benefits), whether under the Rockwell Welfare Plans, the Rockwell Science Center
Welfare Plans or otherwise, whether incurred, or arising in connection with
incidents occurring, before, at or after the Time of Distribution and whether
any claim is made with respect thereto before, at or after the Time of
Distribution. Without limiting the generality of the foregoing, from and after
the Time of Distribution, Rockwell Science Center and the Rockwell Science
Center Subsidiaries (or where appropriate, the Rockwell Science Center Welfare
Plans) will assume, will be solely responsible for and will fully perform, pay
and discharge all Liabilities of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group) in respect of Rockwell Science Center Participants (and claims by or
relating to Rockwell Science Center Participants) with respect to retiree health
and welfare benefits and retiree life insurance benefits, whether under the
Rockwell Welfare Plans, the Rockwell Science Center Welfare Plans or otherwise,
whether incurred, or arising in connection with incidents occurring, before, at
or after the Time of Distribution and whether any claim is made with respect
thereto before, at or after the Time of Distribution.

               (iii)   From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell and the Rockwell Subsidiaries
will assume or retain, as the case may be, and will be solely responsible for
and will fully perform, pay and discharge, all Liabilities of Rockwell or any of
its Subsidiaries (including members of the Rockwell Collins Group and members of
the Rockwell Science Center Group) in respect of Rockwell Automation
Participants (and claims by or relating to Rockwell Automation Participants)
with respect to employee welfare and fringe benefits (including medical,



                                       33
<PAGE>   37

dental, life, travel, accident, short- and long-term disability,
hospitalization, workers' compensation and other insurance benefits), whether
under the Rockwell Welfare Plans or otherwise, whether incurred, or arising in
connection with incidents occurring, before, at or after the Time of
Distribution and whether any claim is made with respect thereto before, at or
after the Time of Distribution. Without limiting the generality of the
foregoing, from and after the Time of Distribution, Rockwell and the Rockwell
Subsidiaries (or where appropriate, the Rockwell Welfare Plans) will assume or
retain, as the case may be, will be solely responsible for and will fully
perform, pay and discharge all Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) in respect of Rockwell Automation Participants
(and claims by or relating to Rockwell Automation Participants) with respect to
retiree health and welfare benefits and retiree life insurance benefits, whether
under the Rockwell Welfare Plans or otherwise, whether incurred, or arising in
connection with incidents occurring, before, at or after the Time of
Distribution and whether any claim is made with respect thereto before, at or
after the Time of Distribution.

               Section 6.02 Incentive Compensation Plans.

               (a)     Effective as of the Time of Distribution, Rockwell will
assume or retain, as the case may be, and will be solely responsible for and
will fully perform, pay and discharge, all Liabilities (including liability for
earned but unpaid incentive payments) of Rockwell or any of its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group) for, due to and/or attributable to Rockwell Automation
Participants under the Rockwell International Business Unit Long-Term Incentive
Plan (the "LTIP"), the Incentive Compensation Plan and all other long-term,
annual and other incentive compensation plans and arrangements of Rockwell and
its Subsidiaries (including members of the Rockwell Collins Group and members of
the Rockwell Science Center Group) in effect at or prior to the Time of
Distribution.

               (b)     Effective as of the Time of Distribution, Rockwell
Science Center will assume or retain, as the case may be, and will be solely
responsible for and will fully perform, pay and discharge, all Liabilities
(including liability for earned but unpaid incentive payments) of Rockwell or
any of its Subsidiaries (including members of the Rockwell Collins Group and
members of the Rockwell Science Center Group) for, due to and/or attributable to
Rockwell Science Center Participants under the LTIP, the Incentive Compensation
Plan and all other long-term, annual and other incentive compensation plans and
arrangements of Rockwell and its Subsidiaries (including members of the Rockwell
Collins Group and members of the Rockwell Science Center Group) in effect at or
prior to the Time of Distribution.



                                       34
<PAGE>   38

               (c)     Effective as of the Time of Distribution, Rockwell
Collins will assume or retain, as the case may be, and will be solely
responsible for and will fully perform, pay and discharge, all Liabilities
(including liability for earned but unpaid incentive payments) of Rockwell or
any of its Subsidiaries (including members of the Rockwell Collins Group and
members of the Rockwell Science Center Group) for, due to and/or attributable to
Pre-Distribution Group Employees (other than Rockwell Automation Participants
and Rockwell Science Center Participants), including all Rockwell Collins
Participants, under the LTIP, the Incentive Compensation Plan and all other
long-term, annual and other incentive compensation plans and arrangements of
Rockwell and its Subsidiaries (including members of the Rockwell Collins Group
and members of the Rockwell Science Center Group) in effect at or prior to the
Time of Distribution.

               Section 6.03 Deferred Compensation Plan.

               (a)     Establishment and Sponsorship of Deferred Compensation
Plans and Rabbi Trusts.

               (i)     Prior to the Time of Distribution, Rockwell will have
established (A) a new deferred compensation plan (the "Rockwell Automation
Deferred Compensation Plan"), the purpose of which will be to provide benefits
to Rockwell Automation Participants and (B) a new deferred compensation plan
(the "Rockwell Science Center Deferred Compensation Plan"), the purpose of which
will be to provide benefits to Rockwell Science Center Participants. The
Rockwell Automation Deferred Compensation Plan and the Rockwell Science Center
Deferred Compensation Plan each will be substantially similar in all material
respects to the Rockwell Deferred Compensation Plan, and will provide a benefit
formula which will be substantially similar in all material respects to the
benefit formula that the Rockwell Deferred Compensation Plan provided
immediately prior to the Time of Distribution. The Rockwell Automation Deferred
Compensation Plan and the Rockwell Science Center Deferred Compensation Plan
each will credit each participant thereunder for purposes of eligibility to
participate, vesting, benefit accruals and all other plan purposes with all
service which had been credited to such participant for such purposes under the
Rockwell Deferred Compensation Plan immediately prior to the Time of
Distribution.

               (ii)    Prior to the Time of Distribution, Rockwell Collins will
have assumed sponsorship of the Rockwell Deferred Compensation Plan, and will
have changed the name of the Rockwell Deferred Compensation Plan to the Rockwell
Collins Deferred Compensation Plan. Prior to the Time of Distribution, Rockwell
will have assumed sponsorship of the Rockwell Automation Deferred Compensation
Plan. Prior to the Time of Distribution, Rockwell Science Center will have
assumed sponsorship of the Rockwell Science Center Deferred Compensation Plan.



                                       35
<PAGE>   39

               (b)     Assumption of Deferred Compensation Plan Liabilities.

               (i)     Effective as of the Time of Distribution, Rockwell
hereby assumes, and agrees to fully perform, pay and discharge, and agrees to
cause the Rockwell Automation Deferred Compensation Plan and the Rockwell
Automation Master Rabbi Trust to assume, and to fully perform, pay and
discharge, all accrued benefit and other Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group), the Rockwell Deferred Compensation Plan and the
Rockwell Master Rabbi Trust under and relating to the Rockwell Deferred
Compensation Plan and the Rockwell Master Rabbi Trust with respect to Rockwell
Automation Participants who were covered under the Rockwell Deferred
Compensation Plan prior to the Time of Distribution.

               (ii)    Effective as of the Time of Distribution, Rockwell
Science Center hereby assumes, and agrees to fully perform, pay and discharge,
and agrees to cause the Rockwell Science Center Deferred Compensation Plan and
the Rockwell Science Center Master Rabbi Trust to assume, and to fully perform,
pay and discharge, all accrued benefit and other Liabilities of Rockwell or any
of its Subsidiaries (including members of the Rockwell Collins Group and members
of the Rockwell Science Center Group), the Rockwell Deferred Compensation Plan
and the Rockwell Master Rabbi Trust under and relating to the Rockwell Deferred
Compensation Plan and the Rockwell Master Rabbi Trust with respect to Rockwell
Science Center Participants who were covered under the Rockwell Deferred
Compensation Plan prior to the Time of Distribution.

               (iii)   Effective as of the Time of Distribution, Rockwell
Collins hereby assumes, and agrees to fully perform, pay and discharge, and
agrees to cause the Rockwell Deferred Compensation Plan and the Rockwell Master
Rabbi Trust to retain, and to fully perform, pay and discharge, all accrued
benefit and other Liabilities of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group), the Rockwell Deferred Compensation Plan and the Rockwell Master Rabbi
Trust under and relating to the Rockwell Deferred Compensation Plan and the
Rockwell Master Rabbi Trust with respect to all participants who were covered
under the Rockwell Deferred Compensation Plan prior to the Time of Distribution
(other than Rockwell Automation Participants and Rockwell Science Center
Participants), including all Rockwell Collins Participants.

               Section 6.04 Severance Pay.

               (a)     Rockwell, Rockwell Collins and Rockwell Science Center
acknowledge and agree that the transactions contemplated by the Transaction
Agreements will not constitute a severance of employment of any Active Rockwell
Automation Employee, Active Rockwell Collins Employee or Active Rockwell Science
Center Employee prior to or as a result of the transactions contemplated
thereby, and that



                                       36
<PAGE>   40

individuals who, in connection with the Distribution, become Active Rockwell
Automation Employees, Active Rockwell Collins Employees or Active Rockwell
Science Center Employees pursuant to this Agreement will not be deemed to have
experienced a termination, layoff or severance of employment from Rockwell and
its Subsidiaries (including members of the Rockwell Collins Group and members of
the Rockwell Science Center Group), in each case for purposes of any policy,
plan, program or agreement of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group) that provides for the payment of severance, salary continuation or
similar benefits.

               (b)     (i) Rockwell and the Rockwell Subsidiaries will assume
or retain (as applicable) and be solely responsible for, and will fully perform,
pay and discharge, all Liabilities of Rockwell or any of its Subsidiaries
(including members of the Rockwell Collins Group and members of the Rockwell
Science Center Group) in connection with claims made by or on behalf of Rockwell
Automation Participants in respect of severance pay, salary continuation and
similar obligations relating to the termination or alleged termination (whether
voluntary or involuntary) of any such person's employment, whether such
termination or alleged termination occurred before, at or after the Time of
Distribution and whether any claim is made with respect thereto before, at or
after the Time of Distribution (whether or not such claim is based on any
severance policy, agreement, arrangement or program which may exist or arise
under any contract, employment agreement or collective bargaining agreement or
under any Federal, state, local, provincial or foreign law).

               (ii)    Rockwell Science Center and the Rockwell Science Center
Subsidiaries will assume or retain (as applicable) and be solely responsible
for, and will fully perform, pay and discharge, all Liabilities of Rockwell or
any of its Subsidiaries (including members of the Rockwell Collins Group and
members of the Rockwell Science Center Group) in connection with claims made by
or on behalf of Rockwell Science Center Participants in respect of severance
pay, salary continuation and similar obligations relating to the termination or
alleged termination (whether voluntary or involuntary) of any such person's
employment, whether such termination or alleged termination occurred before, at
or after the Time of Distribution and whether any claim is made with respect
thereto before, at or after the Time of Distribution (whether or not such claim
is based on any severance policy, agreement, arrangement or program which may
exist or arise under any contract, employment agreement or collective bargaining
agreement or under any Federal, state, local, provincial or foreign law).

               (iii)   Rockwell Collins and the Rockwell Collins Subsidiaries
will assume or retain (as applicable) and be solely responsible for, and will
fully perform, pay and discharge, all Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) in connection with claims made by or on behalf of
all Pre-Distribution Group Employees



                                       37
<PAGE>   41

(other than Rockwell Automation Participants and Rockwell Science Center
Participants), including all Rockwell Collins Participants, in respect of
severance pay, salary continuation and similar obligations relating to the
termination or alleged termination (whether voluntary or involuntary) of any
such person's employment, whether such termination or alleged termination
occurred before, at or after the Time of Distribution and whether any claim is
made with respect thereto before, at or after the Time of Distribution (whether
or not such claim is based on any severance policy, agreement, arrangement or
program which may exist or arise under any contract, employment agreement or
collective bargaining agreement or under any Federal, state, local, provincial
or foreign law).

               Section 6.05 Employment, Consulting and Other Employee Related
Agreements.

               (a)     Effective as of the Time of Distribution, Rockwell and
the Rockwell Subsidiaries will assume or retain (as applicable) and be solely
responsible for, and fully perform, pay and discharge, all Liabilities of
Rockwell or any of its Subsidiaries (including members of the Rockwell Collins
Group and members of the Rockwell Science Center Group) relating to Rockwell
Automation Participants under their respective employment, consulting,
separation, agreements to arbitrate, and other employee related agreements with
any member of the Pre-Distribution Group, as the same are in effect immediately
prior to the Time of Distribution.

               (b)     Effective as of the Time of Distribution, Rockwell
Science Center and the Rockwell Science Center Subsidiaries will assume or
retain (as applicable) and be solely responsible for, and fully perform, pay and
discharge, all Liabilities of Rockwell or any of its Subsidiaries (including
members of the Rockwell Collins Group and members of the Rockwell Science Center
Group) relating to Rockwell Science Center Participants under their respective
employment, consulting, separation, agreements to arbitrate, and other employee
related agreements with any member of the Pre-Distribution Group, as the same
are in effect immediately prior to the Time of Distribution.

               (c)     Effective as of the Time of Distribution, Rockwell
Collins and the Rockwell Collins Subsidiaries will assume or retain (as
applicable) and be solely responsible for, and fully perform, pay and discharge,
all Liabilities of Rockwell or any of its Subsidiaries (including members of the
Rockwell Collins Group and members of the Rockwell Science Center Group)
relating to all Pre-Distribution Group Employees (other than Rockwell Automation
Participants and Rockwell Science Center Participants), including all Rockwell
Collins Participants, under their respective employment, consulting, separation,
agreements to arbitrate, and other employee related agreements with any member
of the Pre-Distribution Group, as the same are in effect immediately prior to
the Time of Distribution.



                                       38
<PAGE>   42

               Section 6.06 Other Liabilities.

               (a)     (i) From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell and the Rockwell Subsidiaries
will assume or retain, as the case may be, and be solely responsible for, and
will fully perform, pay and discharge, all Liabilities of Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) arising out of or relating to the employment of
Rockwell Automation Participants by any member of the Pre-Distribution Group,
whether pursuant to benefit plans or otherwise and whether such Liabilities
arose before, at or after the Time of Distribution or any claim is made with
respect thereto before, at or after the Time of Distribution.

               (ii)    From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell Science Center and the
Rockwell Science Center Subsidiaries will assume or retain, as the case may be,
and be solely responsible for, and will fully perform, pay and discharge, all
Liabilities of Rockwell or any of its Subsidiaries (including members of the
Rockwell Collins Group and members of the Rockwell Science Center Group) arising
out of or relating to the employment of Rockwell Science Center Participants by
any member of the Pre-Distribution Group, whether pursuant to benefit plans or
otherwise and whether such Liabilities arose before, at or after the Time of
Distribution or any claim is made with respect thereto before, at or after the
Time of Distribution.

               (iii)   From and after the Time of Distribution, except as
specifically set forth in this Agreement, Rockwell Collins and the Rockwell
Collins Subsidiaries will assume or retain, as the case may be, and be solely
responsible for, and will fully perform, pay and discharge, all Liabilities of
Rockwell or any of its Subsidiaries (including members of the Rockwell Collins
Group and members of the Rockwell Science Center Group) arising out of or
relating to the employment of Pre-Distribution Group Employees (other than
Rockwell Automation Participants and Rockwell Science Participants), including
all Rockwell Collins Participants, by any member of the Pre-Distribution Group,
whether pursuant to benefit plans or otherwise and whether such Liabilities
arose before, at or after the Time of Distribution or any claim is made with
respect thereto before, at or after the Time of Distribution.

               Section 6.07 Funding of Master Rabbi Trusts. Prior to the Time of
Distribution, each of the Rockwell Master Rabbi Trust, the Rockwell Automation
Master Rabbi Trust and the Rockwell Science Center Master Rabbi Trust will have
been funded by Rockwell in an amount determined by the Rockwell Board.



                                       39
<PAGE>   43

                                  ARTICLE VII

                                  MISCELLANEOUS


               Section 7.01 Indemnification. All Liabilities retained or assumed
by or allocated to Rockwell Collins or any Rockwell Collins Subsidiary pursuant
to this Agreement will be deemed to be Rockwell Collins Liabilities (as defined
in the Distribution Agreement), all Liabilities retained or assumed by or
allocated to Rockwell Science Center or any Rockwell Science Center Subsidiary
pursuant to this Agreement will be deemed to be Rockwell Science Center
Liabilities (as defined in the Distribution Agreement) and all Liabilities
retained or assumed by or allocated to Rockwell or any Rockwell Subsidiary
pursuant to this Agreement will be deemed to be Rockwell Automation Liabilities
(as defined in the Distribution Agreement), and, in each case, will be subject
to the indemnification provisions set forth in Article IV of the Distribution
Agreement.

               Section 7.02 Cooperation. Rockwell, Rockwell Collins and Rockwell
Science Center will cooperate in taking all such action as may be necessary or
appropriate to implement the provisions of this Agreement, including making all
appropriate filings as may be required under ERISA or the Code, the regulations
thereunder and any other applicable laws, exchanging and sharing all appropriate
records, amending plan, trust, record keeping and other related documents and
implementing all appropriate communications with participants.

               Section 7.03 Sharing of Information. Each of Rockwell, Rockwell
Collins and Rockwell Science Center will, and will cause each of their
respective Subsidiaries to, provide to the other all such Information in its
possession as the other may reasonably request to enable the requesting party to
administer its employee benefit plans and programs, and to determine the scope
of, and fulfill, its obligations under this Agreement. Such Information will, to
the extent reasonably practicable, be provided in the format and at the times
and places requested, but in no event will the party providing such Information
be obligated to incur any out-of-pocket expense not reimbursed by the party
making such request, nor to make such Information available outside its normal
business hours and premises. Any Information shared or exchanged pursuant to
this Agreement will be subject to the same confidentiality requirements set
forth in the Distribution Agreement.

               Section 7.04 Entire Agreement; Construction. This Agreement, the
Distribution Agreement and the other Ancillary Agreements, including any
annexes, schedules and exhibits hereto or thereto, and other agreements and
documents referred to herein and therein, will together constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and will supersede all prior negotiations, agreements and understandings
of the parties of any nature, whether oral or written, with



                                       40
<PAGE>   44

respect to such subject matter. Notwithstanding any other provisions in this
Agreement to the contrary, in the event and to the extent that there is a
conflict between the provisions of this Agreement and the provisions of the
Distribution Agreement, the provisions of this Agreement will control.

               Section 7.05 Survival of Agreements. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the parties
contained in this Agreement will remain in full force and effect and survive the
Time of Distribution.

               Section 7.06 Governing Law. This Agreement will be governed by
and construed in accordance with the internal laws of the State of New York
applicable to contracts made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.

               Section 7.07 Notices. All notices, requests, claims, demands and
other communications required or permitted to be given hereunder will be in
writing and will be delivered by hand or telecopied, e-mailed or sent, postage
prepaid, by registered, certified or express mail or reputable overnight courier
service and will be deemed given when so delivered by hand or telecopied, when
e-mail confirmation is received if delivered by e-mail, or three business days
after being so mailed (one business day in the case of express mail or overnight
courier service). All such notices, requests, claims, demands and other
communications will be addressed as set forth in Section 6.05 of the
Distribution Agreement, or pursuant to such other instructions as may be
designated in writing by the party to receive such notice.

               Section 7.08 Amendments. This Agreement cannot be amended,
modified or supplemented except by a written agreement executed by the parties
affected thereby.

               Section 7.09 Assignment. No party to this Agreement will convey,
assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of the other parties in their sole
and absolute discretion, except that any party may (without obtaining any
consent) assign any of its rights hereunder to a successor to all or any part of
its business. Any such conveyance, assignment or transfer requiring the prior
written consent of the other parties which is made without such consent will be
void ab initio. No assignment of this Agreement will relieve any assigning party
of its obligations hereunder.

               Section 7.10 Captions; Currency. The article, section and
paragraph captions herein and the table of contents hereto are for convenience
of reference only, do not constitute part of this Agreement and will not be
deemed to limit or otherwise affect any of the provisions hereof. Unless
otherwise specified, all references herein to numbered articles or sections are
to articles and sections of this Agreement and all references herein to
schedules are to schedules to this Agreement. Unless otherwise



                                       41
<PAGE>   45

specified, all references contained in this Agreement, in any schedule referred
to herein or in any instrument or document delivered pursuant hereto to dollars
or "$" will mean United States Dollars.

               Section 7.11 Severability. If any provision of this Agreement or
the application thereof to any Person or circumstance is determined by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and will in no way be
affected, impaired or invalidated thereby. If the economic or legal substance of
the transactions contemplated hereby is affected in any manner adverse to any
party as a result thereof, the parties will negotiate in good faith in an effort
to agree upon a suitable and equitable substitute provision to effect the
original intent of the parties.

               Section 7.12 Parties in Interest. This Agreement is binding upon
and is for the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement is not made for the benefit of any Person not
a party hereto, and no Person other than the parties hereto or their respective
successors and permitted assigns will acquire or have any benefit, right, remedy
or claim under or by reason of this Agreement. No provision of this Agreement
will be construed (a) to limit the right of Rockwell, any Rockwell Subsidiary,
Rockwell Collins, any Rockwell Collins Subsidiary, Rockwell Science Center or
any Rockwell Science Center Subsidiary to amend or terminate any of their plans;
provided, however, that Rockwell Collins, the Rockwell Collins Subsidiaries,
Rockwell Science Center and the Rockwell Science Center Subsidiaries will be
obligated to maintain employee benefit plans and arrangements until at least
January 1, 2003 which are substantially similar in all material respects to
those which had been maintained or provided by Rockwell or any of its
Subsidiaries (including members of the Rockwell Collins Group and members of the
Rockwell Science Center Group) immediately prior to the Time of Distribution, or
(b) to create any right or entitlement whatsoever in any employee, former
employee or beneficiary including, without limitation, a right to continued
employment or to any benefit under a plan or any other benefit or compensation.

               Section 7.13 Schedules. All schedules attached hereto are hereby
incorporated in and made a part of this Agreement as if set forth in full
herein. Capitalized terms used in the schedules hereto but not otherwise defined
therein will have the respective meanings assigned to such terms in this
Agreement.

               Section 7.14 Termination. This Agreement may be terminated and
the Distribution abandoned at any time prior to the Time of Distribution by and
in the sole discretion of the Rockwell Board without the approval of Rockwell
Collins, Rockwell Science Center or Rockwell's shareowners. In the event of such
termination, no party will have any liability of any kind to any other party on
account of such termination.



                                       42
<PAGE>   46

               Section 7.15 Waivers; Remedies. No failure or delay on the part
of Rockwell, Rockwell Collins or Rockwell Science Center in exercising any
right, power or privilege hereunder will operate as a waiver thereof, nor will
any waiver on the part of Rockwell, Rockwell Collins or Rockwell Science Center
of any right, power or privilege hereunder operate as a waiver of any other
right, power or privilege hereunder, nor will any single or partial exercise of
any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder. The
rights and remedies herein provided are cumulative and are not exclusive of any
rights or remedies which the parties may otherwise have at law or in equity.

               Section 7.16 Counterparts. This Agreement may be executed in
separate counterparts, each such counterpart being deemed to be an original
instrument, and all such counterparts will together constitute the same
agreement.

               Section 7.17 Performance. Each party will cause to be performed
and hereby guarantees the performance of all actions, agreements and obligations
set forth herein to be performed by any Subsidiary or Affiliate of such party.

               Section 7.18 Interpretation. Any reference to any Federal, state,
local, provincial or foreign law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. For
the purposes of this Agreement, (i) words in the singular shall be held to
include the plural and vice versa and words of one gender shall be held to
include the other gender as the context requires, (ii) the terms "hereof",
"herein", and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement, (iii) the word "including" and words of
similar import when used in this Agreement shall mean "including, without
limitation" and (iv) all references to any plan shall be deemed to include any
amendments thereto.



                                       43
<PAGE>   47


               IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
hereinabove written.


                                       ROCKWELL INTERNATIONAL CORPORATION


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                       NEW ROCKWELL COLLINS, INC.


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                       ROCKWELL SCIENTIFIC COMPANY LLC


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                       44