Gary
      R. Chadick

    Senior
      Vice President

    General
      Counsel & Secretary

    Office
      of
      the General Counsel

    


    
      	 	



    

    


    400
      Collins Road NE 

    Cedar
      Rapids, IA 52498

    319.295.3602
      Fax
319.295.3599

    grchadic@rockwellcollins.com

    
 

    EXHIBIT
      10-s-2

     

    


    December
      19, 2007

    


    Mr.
      Donald R. Beall

    5
      San
      Joaquin Plaza, Suite 320

    Newport
      Beach, CA 92660-5956

    Dear
      Don:

    


    At
      the
      time of the spin off from Rockwell International Corporation (“Rockwell”),
      Rockwell Collins, Inc. (“Rockwell Collins”) assumed Rockwell’s commitment to
      provide you certain office, secretarial and telecommunications support as a
      retired Chief Executive Officer of Rockwell. These arrangements were set forth
      in the commitment letter between you and Rockwell dated September 5, 2000 and
      were confirmed in the letter agreement between you and Rockwell Collins dated
      October 13, 2003 for the period from December 1, 2003 through March 1,
      2008.

    


    This
      letter confirms Rockwell Collins’ commitment to provide you with a monthly
      allowance for the period from March 1, 2008 through February 28, 2013 (the
      “stated period”) of $22,282 to cover your office, secretarial and
      telecommunications expenses. As a yearly merit adjustment, we will increase
      your
      monthly allowance related to your administrative assistant services by 4 percent
      of the then current allowance for those services, which for the first year
      shall
      be set at $8,970 per month. This letter also confirms that Rockwell Collins
      will
      no longer carry one administrative person on our payroll to support your office
      activities. In addition, you confirm that the monthly allowance stated above
      is
      based upon your best estimates of the cost of acquiring these services and
      you
      agree that on an annual basis you will review your actual expenses for the
      year
      for all expenses other than the administrative assistant services and should
      your actual expenses be greater than 10% less than the annualized allowance
      provided by Rockwell Collins, you will notify us and accept a reduced monthly
      allowance for the remainder of the stated period that is commensurate with
      your
      actual expenses.

    


    Please
      confirm your agreement with this letter by signing and returning to me a copy
      of
      this letter agreement.

    


    Sincerely,

    
      	 	 	 	 
	
              /s/
                Gary R. Chadick

            	 	 	
            
	
              

              Gary
                R. Chadick

            	 	 	
            


    

    


    


    
      
        	
                cc: 

              	C.
                M. Jones
	 	
                P.
                  E. Allen

              


      

    

     

    
      ACCEPTED:

    

    
      	 	 	 	 
	/s/
              Donald R.
              Beall	 	 	
            
	
              

              Donald
                R. Beall