Exhibit
10-h-5

    


    MEMORANDUM
OF PROPOSED AMENDMENTS

    to
the

    ROCKWELL
COLLINS 2005

    NON-QUALFIED
PENSION PLAN

    


    It is
proposed that the Rockwell Collins 2005 Non-Qualified Pension Plan (the “Plan”),
be amended in order to clarify (1) that the lump sum benefit payable to a Plan
participant who has been laid-off by the Company, on or after attaining age 50
and prior to attaining age 55, shall be calculated as if the participant had
retired at age 55, and (2) the calculation of the amount of a lump-sum
distribution payable to Plan participants upon a 409A Change of
Control.

     

    It is
further proposed that such amendments be made effective as of January 1,
2005.  Such amendments are as set forth below.  It is
specifically proposed to:

    


    (1)          Amend
the Plan by adding a new Section 1.155 as follows:

    


    1.155   Layoff-Slide  means
the Separation from Service by a Participant resulting from a reduction in
force, for a Participant who has attained age 50 but not attained age 55 at the
time of such Separation from Service, if service completed prior to the
Layoff-Slide will be considered in the event the Participant is re-employed,
under applicable policies or procedures.  A Participant shall be
deemed to be on Layoff-Slide status for that period of time during which such
service will be reinstated in the event of such re-employment.

     

    (2)          Amend
Section 2.040(a) of the Plan in its entirety to read as follows:

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of calculating the amount of any lump-sum distribution under this
      Plan, the Plan shall use the Interest Rate and Mortality
      Assumptions.  For benefits commencing upon Retirement, the
      calculation of the amount of such lump-sum distribution will reflect the
      immediate benefit payable.  Except as otherwise provided in the
      immediately following sentence, for benefits commencing upon Separation
      from Service, the calculation of the amount of the lump-sum distribution
      will reflect the normal age 65 retirement benefit (as defined in the
      Company Pension Plan).  For benefits commencing upon a
      Layoff-Slide, the calculation of the amount of the lump sum distribution
      will reflect the retirement benefit payable at age 55 (as defined in the
      Company Pension Plan).

            


    

     

    (3)          Insert
Section 2.050(e) of the Plan in its entirety to read as follows:

    


    
      
        	
              	
                (e) 

              	
                For
      purposes of calculating the amount of the lump-sum distribution under this
      Plan, Participants who have attained age 50 but not attained age 55 at the
      time of a 409A Change of Control, shall be treated as if they were
      separated from service by reason of Layoff-Slide.  For purposes
      of calculating the amount of the lump sum distribution under this Plan,
      Participants, who are age 55 or older at the time of a 409A Change of
      Control, shall be treated as if they were separated from service by reason
      of Retirement.