exv10wiw2



 





Exhibit 10-i-2




ROCKWELL COLLINS MASTER TRUST —

DEFERRED COMPENSATION AND NON-QUALIFIED SAVINGS AND NON-

QUALIFIED PENSION PLANS




     This TRUST AGREEMENT is amended and restated effective this            day of                     , 2007 between
ROCKWELL COLLINS, INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, N.A., a
national banking association (the “Trustee”);



     (a) WHEREAS, effective as of June 15, 2001, Rockwell International Corporation, the
predecessor to the Company, entered into the Trust Agreement with the Trustee to provide for the
payment of benefits to participants and beneficiaries under the Rockwell Collins Non-Qualified
Savings Plan, Rockwell Collins Non-Qualified Pension Plan and Rockwell Collins Deferred
Compensation Plan (the “Pre-2005 Plans”);



     (b) WHEREAS, it is the intention of the Company that the Pre-2005 Plans remain grandfathered
and not subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”);



     (c) WHEREAS, the Company has adopted certain additional deferred compensation and
non-qualified savings and non-qualified retirement plans for the benefit of its employees and
former employees and employees and former employees of certain of its affiliates that are subject
to Section 409A, including the Rockwell Collins 2005 Non-Qualified Retirement Savings Plan,
Rockwell Collins 2005 Non-Qualified Pension Plan and Rockwell Collins 2005 Deferred Compensation
Plan (“2005 Plans”);



     (d) WHEREAS, the Pre-2005 Plans and 2005 Plans are hereinafter sometimes referred to
collectively as the “Plans”;



     (e) WHEREAS, the Company desires to amend and restate this Trust Agreement to reflect certain
changes in respect of Section 409A and to make certain other changes requested by the Trustee;



     (f) WHEREAS, it is the intention of the parties that this Trust shall continue to constitute
an unfunded arrangement and that such Trust shall not affect the status of any Plan as an unfunded
plan maintained for the purpose of providing deferred compensation for a select group of management
or highly compensated employees for purposes of Title I of the Employee Retirement Income Security
Act of 1974;



     (g) WHEREAS, it is the intention of the Company to continue to make periodic contributions to
the Trust in an amount equal to the total compensation deferred on behalf of the participants under
the Rockwell Collins Deferred Compensation Plan and Rockwell Collins 2005 Deferred Compensation
Plan (and any earnings deemed credited thereon).



     NOW, THEREFORE, the parties do hereby amend and restate this Trust Agreement as follows:



 









 





     Section 1. Establishment of Trust.



     (a) The Company has heretofore deposited with the Trustee in trust an initial amount in
respect of compensation deferred on behalf of the participants under the Rockwell Collins Deferred
Compensation Plan (and any earnings deemed credited thereon) for the period from and after June 1,
2000, which became the principal of the Trust to be held, administered and disposed of by the
Trustee as provided in this Trust Agreement



     (b) The Company shall continue to deposit periodically with the Trustee in Trust an amount
equal to the total compensation deferred on behalf of the participants in the Rockwell Collins
Deferred Compensation Plan and Rockwell Collins 2005 Deferred Compensation Plan (and any earnings
deemed credited thereon).



     (c) The Trust hereby established is revocable by the Company. The Trust shall become
irrevocable upon a Change of Control (except that such Trust shall not become irrevocable with
respect to amounts attributable to the 2005 Plans upon the occurrence of an event described in
Section 13(d)(iv)).



     (d) The Trust is intended to be a grantor trust, of which the Company is the grantor, within
the meaning of subpart E, part I, subchapter J, chapter l, subtitle A of the Internal Revenue Code
of 1986, as amended (the “Code”), and shall be construed accordingly.



     (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart
from other funds of the Company and shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth. Plan participants and their beneficiaries
shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust.
Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual
rights of Plan participants and their beneficiaries against the Company. Any assets held by the
Trust will be subject to the claims of the Company’s general creditors under federal and state law
in the event of Insolvency (as defined in Section 3(a) herein).



     (f) Upon a “Change of Control” (as defined in Section 13(d) herein, except that for purposes
of this Section 1(f) an event described in Section 13(d)(iv) shall be disregarded for purposes of
the requirement to fund or make the Trust irrevocable with respect to the 2005 Plans), the Company
shall, as soon as possible and without any further action by the Board, but in no event later than
three (3) business days after such Change of Control, make an irrevocable contribution to the Trust
in an amount equal to (1) the total amount of account balances, and benefits accrued and unpaid, as
of the date of the Change of Control for each Plan participant or beneficiary under each Plan minus
(2) the fair market value of the assets held under the Trust as of such date. Within one hundred
and fifty (150) days after the last day of: (1) the calendar year in which such Change of Control
occurs and (2) each calendar year thereafter, the Company shall contribute an additional amount to
the Trust equal to (A) the total amount of account balances, and benefits accrued and unpaid, as of
such last day of such calendar year for each participant or beneficiary under each Plan minus (B)
the fair market value of the assets held under the Trust as of such date. Notwithstanding any other
provision of this Trust Agreement or any Plan to the



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contrary, upon a Change of Control no plan other than a Plan listed on Appendix A on the day
before the day on which the Change of Control occurs shall participate in or have any right under
the Trust.




     (g) Notwithstanding any provision of this Trust Agreement, the Company, in its sole
discretion, may at any time, or from time to time, make additional deposits of cash or other
property, acceptable to the Trustee, in trust with the Trustee to augment the principal to be held,
administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the
Trustee nor any Plan participant or beneficiary shall have any right to compel such additional
deposits.



     Section 2. Payments to Plan Participants and Their Beneficiaries.



     (a) The Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that
indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries),
that provides a formula or other instructions acceptable to the Trustee for determining the amounts
so payable, the form in which such amount is to be paid (as provided for or available under the
respective Plan), and the time of commencement for payment of such amounts. Except as otherwise
provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries
in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and
withholding of any federal and state taxes (other than FICA, FUTA or local taxes) that may be
required to be withheld with respect to the payment of benefits pursuant to the terms of the
respective Plan and shall pay amounts withheld to the appropriate taxing authorities.
Notwithstanding the foregoing, the Company may direct the Trustee with respect to the state and
federal income tax withholding on such payments. If applicable, the Company shall direct the
Trustee to remit any FICA, FUTA or local taxes with respect to the benefit payments to the Company
and the Company shall have the responsibility for determining, reporting, and paying the FICA, FUTA
or local taxes to the appropriate taxing authorities. The Company will indemnify and hold harmless
the Trustee from any and all liability to which the Trustee may become subject due to the Company’s
failure to properly withhold and remit FICA, FUTA or local taxes in connection with payments from
the Trust. Within sixty (60) days after the end of each calendar year, the Company shall deliver
an updated Payment Schedule as of the end of such calendar year. Within ten (10) days after the
Company determines that a Change of Control is imminent, the Company shall deliver an updated
Payment Schedule as of the date such determination is made.



     (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under each
Plan shall be determined by the Company or such party as it shall designate under such Plan, and
any claim for such benefits shall be considered and reviewed under the procedures set out in such
Plan.



     (c) The Company may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the respective Plan. Notwithstanding any other
provision of this Agreement to the contrary, prior to a Change of Control, any payments of account
balances and benefits due under any Plan shall be paid from the general



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assets of the Company instead of from the Trust and the Trust shall reimburse the Company for
such payments within thirty (30) days after the end of the month in which such payments are made.
The Company shall notify the Trustee of its decision to make payment of benefits directly prior to
the time amounts are payable to participants or their beneficiaries. In addition, if the principal
of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in
accordance with the terms of a Plan, the Company shall make the balance of each such payment as it
falls due. The Trustee shall notify the Company when principal and earnings are not sufficient.




     Section 3. The Trustee’s Responsibility Regarding Payments to Trust Beneficiary When the
Company is Insolvent.



     (a) The Trustee shall cease payment of benefits to Plan participants and their beneficiaries
if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust
Agreement if: (i) the Company is unable to pay its debts as they become due, or (ii) the Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy Code.



     (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the
principal and income of the Trust shall be subject to claims of general creditors of the Company
under federal and state law as set forth below.




     (i) The Board of Directors and the Chief Executive Officer of the Company shall have
the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming
to be a creditor of the Company alleges in writing to the Trustee that the Company has
become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending
such determination, the Trustee shall discontinue payment of benefits to Plan participants
or their beneficiaries.




     (ii) Unless the Trustee has actual knowledge of the Company’s Insolvency, or has
received notice from the Company or a person claiming to be a creditor alleging that the
Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is
Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s
solvency as may be furnished to the Trustee, if that evidence provides the Trustee with a
reasonable basis for making a determination concerning the Company’s solvency.




     (iii) If at any time the Trustee has determined that the Company is Insolvent, the
Trustee shall discontinue payments to Plan participants or their beneficiaries and shall
hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in
this Trust Agreement shall in any way diminish any rights of Plan participants or their
beneficiaries to pursue their rights as general creditors of the Company with respect to
benefits due under any Plan or otherwise.



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     (iv) The Trustee shall resume the payment of benefits to Plan participants or their
beneficiaries in accordance with Section 2 of this Trust Agreement, but only after the
Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).



     (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of
benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate amount of all payments due
to participants or their beneficiaries under each Plan under the terms of the respective Plan for
the period of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by the Company in lieu of the payments provided for hereunder
during any such period of discontinuance.



     Section 4. Payments to the Company. Except as provided in Section 2(a) and (c) or
Section 3 hereof, the Company shall have no right or power to direct the Trustee to return to the
Company or divert to others any of the Trust assets before all payments of benefits have been made
to Plan participants and their beneficiaries pursuant to the terms of the respective Plan.



     Section 5. Investment Authority.



     (a) Except as provided below, the Company shall have the sole power and responsibility for the
management, disposition, and investment of the Trust assets, and the Trustee shall comply with
written directions from the Company or its designated agent, which may include a recordkeeper for
the Plan. The Trustee shall have no duty or responsibility to review, initiate action, or make
recommendations regarding the investment of Trust assets and shall retain such assets until
directed in writing to dispose of them.



     (b) In the administration of the Trust, the Trustee shall have the following powers, all of
which shall be exercised only in a fiduciary capacity:




     (i) To hold and control the assets in the Trust of any kind (except as provided in
Section (c) below) including shares of any registered investment company, whether or not the
Trustee or any of its affiliates provides investment advice or other services to such
company and receives compensation for the services provided;




     (ii) To sell, exchange, assign, transfer, and convey any security or property held in
the Trust, at public or private sale, at such time and price and upon such terms and
conditions (including credit) as directed by the Company or an Investment Manager;




     (iii) To invest and reinvest assets of the Trust (including accumulated income) as
directed by the Company or an Investment Manager (as defined in (d) below);




     (iv) To vote, tender, or exercise any right to any stock or securities held in the
Trust as directed by the Company or an Investment Manager;



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     (v) To consent to and participate in any plan for the liquidation, reorganization,
consolidation, or merger of any corporation, any security of which is held in the Trust, as
directed;




     (vi) To sell or exercise any “rights” issued on any securities held in the Trust, as
directed;




     (vii) To cause all or any part of the assets of the Trust to be held in the name of the
Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted
by law, in the name of any nominee, and to acquire for the Trust any investment in bearer
form, but the books and records of the Trust shall at all times show that all such
investments are part of the Trust and the Trustee shall hold evidence of title to all such
investments; and




     (viii) To make such distributions to Participants (as such term is defined in the
respective Plan) in accordance with the provisions of this Trust Agreement and the Plan.



     (c) In no event may the Trustee invest in securities (including stock or rights to acquire
stock) or obligations issued by the Company, other than a de minimis amount held in common
investment vehicles in which the Trustee invests. All rights associated with assets of the Trust
shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be
exercisable by or rest with Plan participants.



     (d) From time to time, the Company may appoint one or more investment managers who shall have
investment management and control over all or a portion of the assets of the Trust (“Investment
Managers”). Each Investment Manager shall be a (i) registered investment advisor under the
Investment Advisors Act of 1940, (ii) bank, as defined in the Investment Advisors Act of 1940, or
(iii) qualified insurance company under the laws of one state. The Company shall notify the Trustee
of the appointment of the Investment Manager. In the event more than one Investment Manager is
appointed, the Company shall determine which assets shall be subject to management and control by
each Investment Manager and shall also determine the proportion in which funds withdrawn or
disbursed shall be charged against the assets subject to each Investment Manager’s management and
control. As shall be provided in any contract between an Investment Manager and the Company, such
Investment Manager shall hold a revocable proxy with respect to all securities which are held under
the management of such Investment Manager pursuant to such contract and such Investment Manager
shall report the voting of all securities subject to such proxy on an annual basis to the Company.
In the event that the Company does not appoint an Investment Manager as provided in this Section
5(d), references in this Trust Agreement to “Investment Manager” shall mean the Company.



     (e) Notwithstanding any other provision of this Agreement to the contrary, following a Change
of Control, the Trustee shall have full discretionary powers to (i) appoint and remove Investment
Managers, (ii) determine which assets shall be subject to management and control by each Investment
Manager, and (iii) determine the proportion in which funds withdrawn or disbursed shall be charged against the assets subject to each Investment
Manager’s management and control.


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     Section 6. Disposition of Income. During the term of this Trust, all income received
by the Trust, net of expenses and taxes, shall be accumulated and reinvested.



     Section 7. Accounting by the Trustee. The Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between the Company and
the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60)
days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a
written account of its administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it, including a description
of all securities and investments purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be. To the extent the Company shall, in its sole
discretion, determine that a sub-trust is required for any Plan to comply with or be exempt from
Section 409A, the Trustee shall maintain a separate sub-trusts for the Pre-2005 Plans and 2005
Plans.



     Section 8. Responsibility of the Trustee.



     (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims and the Trustee shall
indemnify and hold harmless the Company and its officers, employees, agents and affiliates from any
act or failure to act in accordance with this standard. Notwithstanding the foregoing, the Trustee
shall incur no liability to any person for any action taken pursuant to a direction, request or
approval given by the Company and the Company shall indemnify and hold harmless the Trustee, its
officers, employees, and agents from and against all liabilities, losses, and claims for actions
taken (other than for actions or inactions of the Trustee or its officers, employees, and agents
that are intentional, fraudulent or negligent) which is contemplated by, and in conformity with,
the terms of the respective Plan or this Trust and is given in writing by the Company. In the
event of a dispute between the Company and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.



     (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust,
the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities
(including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily
liable for such payments, provided, however, that the Company shall not indemnify the Trustee for
any actions or inactions of the Trustee or its officers, employees, and agents that are
intentional, fraudulent or negligent. If the Company does not pay such costs, expenses and
liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.



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     (c) The Trustee may consult with legal counsel (who may also be counsel for the Company
generally) with respect to any of its duties or obligations hereunder.



     (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial
consultants or other professionals to assist it in performing any of its duties or obligations
hereunder.



     (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable
law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is
held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the proceeds of any
borrowing against such policy. The Trustee shall not be liable for the failure or omission of any
insurance company for any reason to pay any benefits or furnish any services under the policies or
contracts. The Company shall have the sole responsibility to determine whether any insured under
any insurance policy held in the Trust is deceased.



     (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to
applicable law, the Trustee shall not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant to the Code.



     Section 9. Compensation and Expenses of the Trustee. All administrative and Trustee’s
fees and expenses shall be paid from the Trust. The Trustee shall have the right to require the
Company to pay any administrative and Trustee’s fees and expenses, to the extent assets are not
sufficient to pay such fees and expenses from the Trust.



     Section 10. Resignation and Removal of the Trustee.



     (a) Prior to a Change of Control, the Trustee may resign at any time by written notice to the
Company, which shall be effective ninety (90) days after receipt of such notice unless the Company
and the Trustee agree otherwise.



     (b) Prior to a Change of Control, the Trustee may be removed by the Company on thirty (30)
days notice or upon shorter notice accepted by the Trustee.



     (c) Notwithstanding any other provision of this Trust Agreement to the contrary, upon a Change
of Control (as defined in Section 13(d) herein) the Trustee may not be removed by the Company for
two (2) years after such Change of Control.



     (d) Notwithstanding any other provision of this Trust Agreement to the contrary, if the
Trustee resigns within two (2) years after a Change of Control (as defined in Section 13(d) herein)
the Company shall apply to a court of competent jurisdiction for the appointment of a successor
Trustee or for instructions.



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     (e) If the Trustee resigns or is removed more than two (2) years after a Change of Control (as
defined in Section 13(d) herein), the Company shall appoint a successor Trustee in accordance with
the provisions of Section 11(b) hereof prior to the effective date of the Trustee’s resignation or
removal.



     (f) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all
assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed
within sixty (60) days after receipt of notice of resignation, removal or transfer, unless the
Company extends the time limit.



     (g) Except as otherwise provided in Sections 10(c) or (d) hereof, if Trustee resigns or is
removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective
date of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment
has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of the Trustee in connection with the proceeding shall
be allowed as administrative expenses of the Trust.



     Section 11. Appointment of Successor.



     (a) If the Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, the
Company may appoint any third party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor to replace the Trustee upon
resignation or removal. The appointment shall be effective when accepted in writing by the new
Trustee, who shall have all of the rights and powers of the former Trustee, including ownership
rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably
requested by the Company or the successor Trustee to evidence the transfer.



     (b) If the Trustee resigns or is removed pursuant to the provisions of Section 10(e) hereof,
the Trustee shall appoint as a successor Trustee any third party that is a bank trust department or
other party that may be granted corporate Trustee powers under state law. The appointment of a
successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee
shall have all the rights and powers of the former Trustee, including ownership rights in Trust
assets. The former Trustee shall execute any instrument necessary or reasonably requested by the
successor Trustee to evidence the transfer.



     (c) The successor Trustee need not examine the records and acts of any prior Trustee and may
retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor
Trustee shall not be responsible for and the Company shall indemnify and defend the successor
Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or
from any other past event, or any condition existing at the time it becomes successor Trustee.



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     Section 12. Amendment or Termination.



     (a) This Trust Agreement may be amended by a written instrument executed by the Trustee and
the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of any
Plan, as determined by the Company, or shall make the Trust revocable after it has become
irrevocable. Notwithstanding any other provision of this Trust Agreement to the contrary, after a
Change of Control, no amendment may be made to this Trust Agreement that would (i) result in the
imposition of penalty taxes or other adverse tax consequences under Section 409A to any participant
or beneficiary in any Plan, (ii) result in a “material modification” within the meaning of Section
409A with respect to any Pre-2005 Plan, (iii) otherwise cause any Pre-2005 Plan to become subject
to Section 409A, or (iv) to add any other plan that is not listed on Appendix A hereto on the day
before the day on which the Change of Control occurs.



     (b) This Trust Agreement may not be amended by the Company for two (2) years following a
Change of Control, as defined in Section 13(d) herein.



     (c) The Trust shall not terminate until the date on which Plan participants and their
beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon
termination of the Trust any assets remaining in the Trust shall be returned to the Company.



     (d) Upon written approval of all participants or beneficiaries entitled to payment of benefits
pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all
benefit payments under the Plan have been made. All assets in the Trust at termination shall be
returned to the Company.



     Section 13. Miscellaneous.



     (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent
of any such prohibition, without invalidating the remaining provisions hereof.



     (b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement
may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other legal or equitable process.



     (c) This Trust Agreement shall be governed by and construed in accordance with the laws of
State of Delaware.



     (d) For purposes of this Trust Agreement, a Change of Control shall mean any of the following:




     (i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (1) the



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then outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (2) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of Control: (w) any acquisition
directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (z) any acquisition pursuant to a transaction which
complies with clauses (w), (x) and (y) of subsection (iii) of this Section 13(d); or




     (ii) Individuals who, as of the date of this Agreement, constitute the Board of
Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board of Directors; provided, however, that any individual becoming a
director subsequent to that date whose election, or nomination for election by the Company’s
shareowners, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board of Directors; or




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



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the board of directors of the corporation resulting from such Company Transaction were
members of the Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board of Directors, providing for such Company Transaction; or




     (iv) Approval by the Company’s shareowners of a complete liquidation or dissolution of
the Company.




Notwithstanding any other provision of this Trust Agreement to the contrary, the Trust shall
not become funded with respect to or irrevocable upon an event described in subclause (iv)
of this Section 13(d) with respect to any 2005 Plan.



     (e) This Trust Agreement shall be binding upon any successor to the Company and, upon a Change
of Control, the term “the Company” shall be deemed to include any successor thereto.



     (f) In the event of any inconsistency between this Trust Agreement and any Plan documents with
respect to the duties and responsibilities of the Trustee, the Trust Agreement shall control.



     (g) If at any time a 2005 Plan fails to meet the requirements of the Internal Revenue Code
Section 409A, the Company shall determine, withhold, report and remit all taxes withheld
thereunder, as applicable.



     Section 14. Effective Date.



     The effective date of this amended and restated Trust Agreement shall be January 1, 2005.



	 	 	 	 	 	 	 	 	 
	ROCKWELL COLLINS, INC.	 	WELLS FARGO BANK, N.A.,	 	 
	the Company	 	the Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





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APPENDIX A




Pre-2005 Plans




Rockwell Collins Deferred Compensation Plan.




Rockwell Collins Non-Qualified Savings Plan.




Rockwell Collins Non-Qualified Pension Plan.




2005 Plans




Rockwell Collins 2005 Deferred Compensation Plan.




Rockwell Collins 2005 Non-Qualified Retirement Savings Plan.




Rockwell Collins 2005 Non-Qualified Pension Plan.





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