<PAGE>   1
                                                                     Exhibit 4.1


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                             ROCKWELL COLLINS, INC.


                                       and

                        MELLON INVESTOR SERVICES LLC, AS

                                  RIGHTS AGENT

                                RIGHTS AGREEMENT

                            Dated as of June 28, 2001

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<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            Page

                                                                            ----
<S>                                                                         <C>
Section 1.   Certain Definitions......................................       2

Section 2.   Appointment of Rights Agent..............................       8

Section 3.   Issue of Right Certificates..............................       8

Section 4.   Form of Right Certificates...............................      12

Section 5.   Countersignature and Registration........................      12

Section 6.   Transfer, Split Up, Combination and Exchange
                of Right Certificates; Mutilated,
                Destroyed, Lost or Stolen Right Certificates..........      14

Section 7.   Exercise of Rights; Purchase Price; Expiration
                Date of Rights........................................      15

Section 8.   Cancellation and Destruction of Right
                Certificates..........................................      17

Section 9.   Availability of Preferred Shares.........................      17

Section 10.  Preferred Shares Record Date.............................      19

Section 11.  Adjustment of Purchase Price, Number of Shares
                or Number of Rights...................................      20

Section 12.  Certificate of Adjusted Purchase Price or
                Number of Shares......................................      33

Section 13.  Consolidation, Merger or Sale or Transfer of
                Assets or Earning Power...............................      33

Section 14.  Fractional Rights and Fractional Shares..................      35

Section 15.  Rights of Action.........................................      37

Section 16.  Agreement of Right Holders...............................      38

Section 17.  Right Holder Not Deemed a Shareowner.....................      39

Section 18.  Concerning the Rights Agent..............................      39
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>

                                                                            Page

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<S>                                                                         <C>
Section 19.  Merger or Consolidation or Change of Name of
                Rights Agent..........................................      41

Section 20.  Duties of Rights Agent...................................      42

Section 21.  Change of Rights Agent...................................      46

Section 22.  Issuance of New Right Certificates.......................      48

Section 23.  Redemption...............................................      49

Section 24.  Exchange.................................................      50

Section 25.  Notice of Certain Events.................................      53

Section 26.  Notices..................................................      54

Section 27.  Supplements and Amendments...............................      56

Section 28.  Successors...............................................      57

Section 29.  Benefits of this Agreement...............................      57

Section 30.  Severability.............................................      57

Section 31.  Governing Law............................................      57

Section 32.  Counterparts.............................................      58

Section 33.  Descriptive Headings.....................................      58
</TABLE>

Exhibit A - Form of Right Certificate

                                       ii
<PAGE>   4
                                RIGHTS AGREEMENT

            Agreement, dated as of June 28, 2001, between Rockwell Collins,
Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC,
a New Jersey limited liability company, as Rights Agent (the "Rights Agent").

            The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) to be issued in the distribution of shares
of Common Stock (the "Spin-Off") by Rockwell International Corporation, a
Delaware corporation ("Rockwell") to Rockwell's shareowners, each Right
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined), upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right with
respect to each Common Share of the Company that shall become outstanding
between the effective date of the Spin-Off (the "Record Date") and the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined); provided, however, that Rights may be
issued with respect to shares of Common Stock that shall become outstanding
after the Distribution Date and prior to the earlier of the Redemption Date and
the Final Expiration Date in accordance with the provisions of Section 22
hereof.

            Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
<PAGE>   5
            Section 1. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:

            (a) "Acquiring Person" shall mean any Person (as such term is
      hereinafter defined) who or which on or after the Record Date, together
      with all Affiliates and Associates (as such terms are hereinafter defined)
      of such Person, shall be the Beneficial Owner (as such term is hereinafter
      defined) of 15% or more of the Common Stock then outstanding, but shall
      not include the Company, any Subsidiary (as such term is hereinafter
      defined) of the Company, any employee benefit plan of the Company,
      Rockwell, or any Subsidiary of the Company, or any entity holding Common
      Stock for or pursuant to the terms of any such plan. Notwithstanding the
      foregoing, no Person shall become an "Acquiring Person" as the result of
      an acquisition of shares of Common Stock by the Company, which, by
      reducing the number of shares of Common Stock outstanding, increases the
      proportionate number of the shares of Common Stock beneficially owned by
      such Person to 15% or more of the Common Stock then outstanding; provided,
      however, that if a Person shall become the Beneficial Owner of 15% or more
      of the Common Stock then outstanding by reason of share purchases by the
      Company and shall, after such share purchases by the Company, become the
      Beneficial Owner of any additional shares of Common Stock (other than an
      acquisition that does not directly or indirectly increase the
      proportionate share of the Common Stock then outstanding beneficially
      owned by such Person), then


                                       2
<PAGE>   6
      such Person shall be deemed to be an "Acquiring Person". Notwithstanding
      the foregoing, if the Board of Directors of the Company determines in good
      faith that a Person who would otherwise be an "Acquiring Person", as
      defined pursuant to the foregoing provisions of this paragraph (a), has
      become such inadvertently, and such Person divests as promptly as
      practicable a sufficient number of shares of Common Stock so that such
      Person would no longer be an "Acquiring Person", as defined pursuant to
      the foregoing provisions of this paragraph (a), then such Person shall not
      be deemed to be an "Acquiring Person" for any purposes of this Agreement.
      Notwithstanding the foregoing provisions of this paragraph (a), Rockwell
      shall not be deemed to be an Acquiring Person as a result of its ownership
      of capital stock of the Company prior to the Spin-Off.

            (b) "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), as in effect on the date of this Agreement.

            (c) A Person shall be deemed the "Beneficial Owner" of and shall be
      deemed to have "Beneficial Ownership" of and to "beneficially own" any
      securities:

               (i) which such Person or any of such Person's Affiliates
            or Associates beneficially owns, directly or indirectly;


                                       3
<PAGE>   7
               (ii) which such Person or any of such Person's Affiliates or
            Associates has (A) the right to acquire (whether such right is
            exercisable immediately or only after the passage of time) pursuant
            to any agreement, arrangement or understanding (other than customary
            agreements with and between underwriters and selling group members
            with respect to a bona fide public offering of securities), or upon
            the exercise of conversion rights, exchange rights, rights (other
            than the Rights), warrants or options, or otherwise; provided,
            however, that a Person shall not be deemed the Beneficial Owner of,
            or to beneficially own, securities tendered pursuant to a tender or
            exchange offer made by or on behalf of such Person or any of such
            Person's Affiliates or Associates until such tendered securities are
            accepted for purchase or exchange; or (B) the right to vote pursuant
            to any agreement, arrangement or understanding; provided, however,
            that a Person shall not be deemed the Beneficial Owner of, or to
            beneficially own, any security if the agreement, arrangement or
            understanding to vote such security (1) arises solely from a
            revocable proxy or consent given to such Person in response to a
            public proxy or consent solicitation made pursuant to, and in
            accordance with, the applicable rules and regulations promulgated
            under the Exchange Act and (2) is not also then reportable on
            Schedule 13D under the Exchange Act (or any comparable or successor
            report); or


                                       4
<PAGE>   8
               (iii) which are beneficially owned, directly or indirectly, by
            any other Person with which such Person or any of such Person's
            Affiliates or Associates has any agreement, arrangement or
            understanding (other than customary agreements with and between
            underwriters and selling group members with respect to a bona fide
            public offering of securities) for the purpose of acquiring,
            holding, voting (except to the extent contemplated by the proviso to
            Section l(c)(ii)(B)) or disposing of any securities of the Company.

      Notwithstanding anything in this definition of Beneficial Ownership to the
      contrary, the phrase "then outstanding", when used with reference to a
      Person's Beneficial Ownership of securities of the Company, shall mean the
      number of such securities then issued and outstanding together with the
      number of such securities not then actually issued and outstanding which
      such Person would be deemed to own beneficially hereunder.

            (d) "Business Day" shall mean any day other than a Saturday, a
      Sunday, or a day on which banking institutions in the State of New York
      are authorized or obligated by law or executive order to close.

            (e) "close of business" on any given date shall mean 5:00 P.M., New
      York City time, on such date; provided, however, that if such date is not
      a Business Day it shall mean 5:00 P.M., New York City time, on the next
      succeeding Business Day.


                                       5
<PAGE>   9
            (f) "current per share market price" shall have the meaning set
      forth in Section 11(d)(i) hereof.

            (g) "Common Shares" when used with reference to any Person other
      than the Company shall mean the capital stock (or equity interest) with
      the greatest voting power of such other Person or, if such other Person is
      a Subsidiary of another Person, the Person or Persons which ultimately
      control such first-mentioned Person.

            (h) "Common Stock" shall mean the Common Stock, par value $.01 per
      share, of the Company.

            (i) "Designated Office" shall have the meaning set forth in Section
      5 hereof.

            (j) "Distribution Date" shall have the meaning set forth in Section
      3(a) hereof.

            (k) "equivalent preferred shares" shall have the meaning set forth
      in Section 11(b) hereof.

            (l) "Exchange Ratio" shall have the meaning set forth in Section
      24(a) hereof.

            (m) "Final Expiration Date" shall have the meaning set forth in
      Section 7(b) hereof.

            (n) "Nasdaq" shall have the meaning set forth in Section 11(d)(i)
      hereof.


                                       6
<PAGE>   10
            (o) "Person" shall mean any individual, firm, corporation or other
      entity, and shall include any successor (by merger or otherwise) of such
      entity.

            (p) "Preferred Shares" shall mean shares of Series A Junior
      Participating Preferred Stock, without par value, of the Company having
      the rights and preferences set forth in the Restated Certificate of
      Incorporation of the Company.

            (q) "Purchase Price" shall have the meaning set forth in Section
      7(a) hereof.

            (r) "Record Date" shall have the meaning set forth in the second
      paragraph of the Preamble hereof.

            (s) "Redemption Date" shall have the meaning set forth in Section
      7(b) hereof.

            (t) "Redemption Price" shall have the meaning set forth in Section
      23(a) hereof.

            (u) "Right" shall have the meaning set forth in the second paragraph
      of the Preamble hereof.

            (v) "Right Certificate" shall have the meaning set forth in Section
      3(a) hereof.

            (w) "Security" shall have the meaning set forth in Section 11(d)(i)
      hereof.

            (x) "Shares Acquisition Date" shall mean the first date of public
      announcement by the Company or an Acquiring Person that an Acquiring
      Person has become such.


                                       7
<PAGE>   11
            (y) "Subsidiary" of any Person shall mean any corporation or other
      entity of which a majority of the voting power of the voting equity
      securities or equity interest is owned, directly or indirectly, by such
      Person.

            (z) "Trading Day" shall have the meaning set forth in Section
      11(d)(i) hereof.

            Section 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable. The Rights Agent shall have no duty to supervise, and in
no event shall be liable, for the acts or omissions of any co-Rights Agent.

            Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day
(or such later date as may be determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding shares of Common Stock for or
pursuant to the terms of any such


                                       8
<PAGE>   12
plan) of, or of the first public announcement of the intention of any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) to commence, a
tender or exchange offer the consummation of which would result in any Person
becoming an Acquiring Person, the earlier of such dates being herein referred to
as the "Distribution Date"), (x) the Rights will be attached to (subject to the
provisions of Section 3(b) hereof) the shares of Common Stock (whether in
book-entry, uncertificated or certificated form) issued and outstanding and the
Rights will be owned by the registered holders of the shares of Common Stock and
will not be evidenced by separate Right Certificates, and (y) any transfer of
shares of Common Stock (or any interest therein, including the creation of a
security interest) will also effect a transfer of the associated Rights (or the
equivalent interest therein) and neither the Rights nor any interest therein may
be transferred otherwise than by transfer of the associated shares of Common
Stock (or the equivalent interest therein). As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested and provided with a list of the relevant holders of Common
Stock by the Company, send) by first-class, insured, postage-prepaid mail, to
each record holder of shares of Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit A hereto (a
"Right Certificate"), evidencing one Right for each share of Common Stock so
held, subject, in the case of shares of Common Stock held in uncertificated form
on the Distribution Date, to the rights provided by law to a registered pledgee
whose security interest has been duly registered with the Company.


                                       9
<PAGE>   13
As of the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            (b) Until the earliest of the Distribution Date, the Redemption Date
or the Final Expiration Date, certificates for shares of Common Stock shall have
impressed on, printed on, written on or otherwise affixed to them substantially
the following legend:

      This certificate also evidences and entitles the holder hereof to certain
      Rights as set forth (and as defined) in a Rights Agreement between
      Rockwell Collins, Inc. and Mellon Investor Services LLC, as Rights Agent,
      dated as of June 28, 2001, as it may be amended from time to time (the
      "Rights Agreement"), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal executive
      offices of Rockwell Collins, Inc. Under certain circumstances, as set
      forth in the Rights Agreement, such Rights will be evidenced by separate
      certificates and will no longer be evidenced by this certificate. Rockwell
      Collins, Inc. will mail to the holder of this certificate a copy of the
      Rights Agreement without charge after receipt of a written request
      therefor. Under certain circumstances, as set forth in the Rights
      Agreement, Rights beneficially owned by any Person (as defined in the
      Rights Agreement) who becomes an Acquiring Person (as defined in the
      Rights Agreement) may become void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the shares of Common Stock
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented
thereby.

            (c) Until the earliest of the Distribution Date, the Redemption Date
or the Final Expiration Date, confirmations and account statements sent to
holders of shares of Common Stock in book-entry form and initial transaction
statements relating to the


                                       10
<PAGE>   14
registration, pledge or release from pledge of shares of Common Stock in
uncertificated form shall have impressed on, printed on, written on or otherwise
affixed to them substantially the following legend:

      The shares of Common Stock, par value $.01 per share, of Rockwell Collins,
      Inc. to which this statement relates also evidence and entitle the holder
      thereof to certain Rights as set forth (and as defined) in a Rights
      Agreement between Rockwell Collins, Inc. and Mellon Investor Services LLC,
      as Rights Agent, dated as of June 28, 2001 (the "Rights Agreement"), the
      terms of which are hereby incorporated herein by reference and a copy of
      which is on file at the principal executive offices of Rockwell Collins,
      Inc. Under certain circumstances, as set forth in the Rights Agreement,
      such Rights will be evidenced by separate certificates and will no longer
      be evidenced by the shares to which this statement relates. Rockwell
      Collins, Inc. will mail to the holder of the shares to which this
      statement relates and any registered pledgee of uncertificated shares a
      copy of the Rights Agreement without charge after receipt of a written
      request therefor. Under certain circumstances, as set forth in the Rights
      Agreement, Rights beneficially owned by any Person (as defined in the
      Rights Agreement) who becomes an Acquiring Person (as defined in the
      Rights Agreement) may become void.

With respect to shares of Common Stock in book-entry form for which there has
been sent a confirmation or account statement and shares of Common Stock in
uncertificated form for which there has been sent an initial transaction
statement containing the foregoing legend, until the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date, the Rights
associated with such Common Shares shall be evidenced by such Common Shares
alone, and the registration of transfer or pledge, or the release from pledge,
of any such Common Shares shall also constitute the registration of transfer or
pledge, or the release from pledge, as the case may be, of the Rights associated
with such Common Shares.


                                       11
<PAGE>   15
            (d) In the event that the Company purchases or acquires any shares
of Common Stock after the Record Date but prior to the Distribution Date, any
Rights associated with such Common Shares shall be deemed canceled and retired
so that the Company shall not be entitled to exercise any Rights associated with
the shares of Common Stock which are no longer outstanding.

            Section 4. Form of Right Certificates. Subject to the provisions of
Section 22 hereof, the Right Certificates (and the forms of election to purchase
Preferred Shares and of assignment to be printed on the reverse thereof) shall
be substantially the same as Exhibit A hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and which do not affect the
rights, duties or responsibilities of the Rights Agent, and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed or the National Association of Securities
Dealers, Inc., or to conform to usage.

            Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chief Executive Officer, any
of its Vice Presidents, or its Treasurer, either manually or by facsimile
signature, shall have affixed thereto the Company's seal or a facsimile thereof,
and shall be attested by the Secretary or


                                       12
<PAGE>   16
an Assistant Secretary of the Company, either manually or by facsimile
signature. The Right Certificates shall be countersigned by the Rights Agent,
either manually or by facsimile signature, and shall not be valid for any
purpose unless countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Agreement any
such person was not such an officer.

            Following the Distribution Date and receipt by the Rights Agent of a
list of the relevant holders of Common Stock as of the Distribution Date
provided by the Company, the Rights Agent will keep or cause to be kept, at an
office designated by the Rights Agent for such purpose (the "Designated
Office"), books for registration and transfer of the Right Certificates issued
hereunder. Such books shall show the names and addresses of the respective
holders of the Right Certificates, the number of Rights evidenced on its face by
each of the Right Certificates and the date of each of the Right Certificates.


                                       13
<PAGE>   17
            Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the close of business
on the Distribution Date, and at or prior to the close of business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder of the Rights evidenced thereby to purchase a
like number of one one-hundredths of a Preferred Share as the Right Certificate
or Right Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
Designated Office of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates. The Rights Agent is not responsible or obligated to inquire
as to whether the Company required that any such


                                       14
<PAGE>   18
taxes or charges be paid or whether the payment of any such taxes or charges has
been made.

            Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security satisfactory to them, and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

            Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) Each Right (other than Rights that have become void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24
hereof) shall initially entitle the registered holder thereof to purchase one
one-hundredth of a Preferred Share, subject to adjustment from time to time as
provided in Section 11 or 13 hereof. The purchase price (the "Purchase Price")
for each one one-hundredth of a Preferred Share purchasable pursuant to the
exercise of a Right shall be $125, and shall be subject to adjustment from time
to time as provided in Section 11 or 13 hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph (c) below.

            (b) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time


                                       15
<PAGE>   19
after the Distribution Date upon surrender of the Right Certificate evidencing
such Rights, with the form of election to purchase on the reverse side thereof
duly and properly executed, to the Rights Agent at the Designated Office of the
Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the close of business on the tenth anniversary of
the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii)
the time at which such Rights are exchanged as provided in Section 24 hereof.

            (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed and properly
completed, accompanied by payment of the Purchase Price for the shares to be
purchased and an amount equal to any applicable tax or charge required to be
paid by the holder of the Rights evidenced by such Right Certificate in
accordance with Section 9 hereof by certified check, cashier's check or money
order payable to the order of the Company, the Rights Agent shall thereupon
promptly (i) (A) requisition from any transfer agent of the Preferred Shares
certificates for the number of Preferred Shares to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be
purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited


                                       16
<PAGE>   20
by the transfer agent for the Preferred Shares with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14
hereof, (iii) after receipt of such certificates or depositary receipts, cause
the same to be delivered to or upon the order of the registered holder of the
Rights evidenced by such Right Certificate, registered in such name or names as
may be designated by such holder and (iv) when appropriate, after receipt,
deliver such cash to or upon the order of the registered holder of the Rights
evidenced by such Right Certificate.

            (d) In case the registered holder of the Rights evidenced by any
Right Certificate shall exercise less than all the Rights evidenced thereby, a
new Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Rights or to his duly authorized assigns, subject to the provisions of Section 6
and Section 14 hereof.

            Section 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so


                                       17
<PAGE>   21
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

            Section 9. Availability of Preferred Shares. The Company covenants
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7 hereof.
The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.

            The Company further covenants and agrees that it will pay when due
and payable any and all taxes and charges which may be payable in respect of the
issuance or delivery of the Rights or the Right Certificates or of any Preferred
Shares upon the exercise of Rights. The Company shall not, however, be required
to pay any such tax or charge which may be payable in respect of any transfer or
delivery of Rights or Right Certificates to a person other than, or the issuance
or delivery of certificates or depositary receipts for the Preferred Shares in a
name other than that of, the registered holder of the


                                       18
<PAGE>   22
Rights evidenced by Right Certificates surrendered for exercise or to issue or
to deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax and charge shall have been paid (any
such tax and charge being payable by the holder of such Rights at the time of
surrender of the related Right Certificates) or until it has been established to
the Company's reasonable satisfaction that no such tax or charge is due.

            Section 10. Preferred Shares Record Date. Each Person in whose name
any Preferred Shares are issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of such Preferred Shares
on, and the date of issuance of such Preferred Shares and the date of any
certificate for such Preferred Shares shall be, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable taxes or charges pursuant to Section 9) was
made; provided, however, that if the date of such surrender and payment is a
date upon which the Preferred Shares transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares on,
and the date of issuance of such Preferred Shares and the date of any such
certificate shall be, the next succeeding Business Day on which the Preferred
Shares transfer books of the Company are open. Prior to the exercise of any
Rights, the holder thereof shall not be entitled to any rights of a holder of
Preferred Shares for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other



                                       19
<PAGE>   23
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

            Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights. The Purchase Price, the number of Preferred Shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

            (a) (i) In the event the Company shall at any time after the Record
Date (A) declare a dividend on the Preferred Shares payable in Preferred Shares,
(B) subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a), the Purchase Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares
of capital stock issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Shares transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however,


                                       20
<PAGE>   24
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right.

            (ii) (A) Subject to clause (B) of this subparagraph (ii) and Section
24 of this Agreement, in the event any Person becomes an Acquiring Person, each
registered holder of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
such number of Preferred Shares for which a Right is then exercisable, such
number of shares of Common Stock as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (y) 50% of the then current per share market price of the shares of
Common Stock (determined pursuant to Section 11(d) hereof) on the date of the
occurrence of such event. In the event that any Person shall become an Acquiring
Person and the Rights shall then be outstanding, the Company shall not take any
action which would eliminate or diminish the benefits intended to be afforded by
the Rights.

            (B) From and after the occurrence of the event described in clause
(A) of this subsection (ii), any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person) shall be void and any holder of such Rights shall
thereafter have no right to exercise such Rights under


                                       21
<PAGE>   25
any provision of this Agreement. No Right Certificate shall be issued pursuant
to Section 3 hereof that evidences Rights beneficially owned by an Acquiring
Person (or any Associate or Affiliate of such Acquiring Person) whose Rights
would be void pursuant to the preceding sentence and any Right Certificate
evidencing Rights beneficially owned by any such Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) shall be void. No Right
Certificate shall be issued at any time upon the transfer of any Rights to an
Acquiring Person (or any Associate or Affiliate of such Acquiring Person) whose
Rights would be void pursuant to the second preceding sentence or to any nominee
of such Acquiring Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) whose Rights would be void
pursuant to the second preceding sentence shall be canceled.

            (iii) In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(ii), the Company shall take all such action as may be necessary to authorize
additional shares of Common Stock for issuance upon exercise of the Rights. In
the event the Company shall, after good faith effort, be unable to take all such
action as may be necessary to authorize such additional shares of Common Stock,
the Company shall substitute, for each share of Common Stock that would
otherwise be issuable upon exercise of a Right, a number of Preferred Shares or
fraction thereof such that the current per share market price of one Preferred
Share


                                       22
<PAGE>   26
multiplied by such number or fraction is equal to the current per share market
price of one share of Common Stock as of the date of issuance of such Preferred
Shares or fraction thereof.

            (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent preferred
shares")) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or equivalent preferred shares) less than the then current per
share market price of the Preferred Shares on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or
equivalent preferred shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of additional
Preferred Shares and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities


                                       23
<PAGE>   27
so to be offered are initially convertible); provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than
the aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

            (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall



                                       24
<PAGE>   28
be the then current per share market price of the Preferred Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent
and the holders of the Rights) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants
applicable to one Preferred Share and the denominator of which shall be such
current per share market price of the Preferred Shares; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not so made, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

            (d) (i) For the purpose of any computation hereunder, the "current
per share market price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to but not including
such date; provided, however, that in the event that the current per share
market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares, or


                                       25
<PAGE>   29
(B) any subdivision, combination or reclassification of such Security and prior
to the expiration of 30 Trading Days after but not including the ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the current per
share market price of the Security shall be appropriately adjusted to reflect
the current market price per share equivalent of such Security; and provided,
further, that in the event that the current per share market price of the shares
of Common Stock is determined as of a date prior to the expiration of 30 Trading
Days following the Record Date, the current per share market price of the shares
of Common Stock shall be deemed to be the average of the daily closing prices
per share of Common Stock for the period of Trading Days commencing with the
Record Date and ending immediately prior to such date. The closing price of a
Security for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Security is not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security is listed or
admitted to trading or, if the Security is not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the Nasdaq


                                       26
<PAGE>   30
Stock Market, Inc. National Market System ("Nasdaq") or such other system then
in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by the Board
of Directors of the Company. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security
is not listed or admitted to trading on any national securities exchange, a
Business Day.

            (ii) For the purpose of any computation hereunder, the "current per
share market price" of the Preferred Shares shall be determined in accordance
with the method set forth in Section 11(d)(i). If the Preferred Shares are not
publicly traded, the "current per share market price" of the Preferred Shares
shall be conclusively deemed to be the current per share market price of the
shares of Common Stock as determined pursuant to Section 11(d)(i) (appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof), multiplied by one hundred. If neither the
shares of Common Stock nor the Preferred Shares are publicly held or so listed
or traded, "current per share market price" shall mean the fair value per share
as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights.


                                       27
<PAGE>   31
            (e) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one one-millionth of a
Preferred Share or one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

            (f) If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares
shall apply on like terms to any such other shares.

            (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share


                                       28
<PAGE>   32
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

            (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
Preferred Share (calculated to the nearest one one-millionth of a Preferred
Share) obtained by (i) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

            (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share purchasable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in


                                       29
<PAGE>   33
effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement and give prompt notice to the Rights Agent of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to registered holders of Rights on such record date
Right Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such
registered holders in substitution and replacement for the Right Certificates
held by such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Right
Certificates so to be distributed shall be issued, executed and countersigned in
the manner provided for herein and shall be registered in the names of the
registered holders of the Rights on the record date specified in the public
announcement.

            (j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-hundredths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express


                                       30
<PAGE>   34
the Purchase Price and the number of one one-hundredths of a Preferred Share
which were expressed in the initial Right Certificates issued hereunder.

            (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

            (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer (and shall promptly notify the
Rights Agent of any such elections) until the occurrence of such event the
issuing to the registered holder of any Right exercised after such record date
of the Preferred Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

            (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to


                                       31
<PAGE>   35
those adjustments expressly required by this Section 11, as and to the extent
that it in its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Shares, issuance wholly for cash
of any Preferred Shares at less than the current market price, issuance wholly
for cash of Preferred Shares or securities which by their terms are convertible
into or exchangeable for Preferred Shares, dividends on Preferred Shares payable
in Preferred Shares or issuance of rights, options or warrants referred to
hereinabove in Section 11(b), hereafter made by the Company to holders of its
Preferred Shares shall not be taxable to such shareowners.

            (n) In the event that at any time after the Record Date and prior to
the Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Stock payable in shares of Common Stock or (ii) effect a subdivision,
combination or consolidation of the Common Stock (by reclassification or
otherwise than by payment of dividends in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in any such case (A) the number
of one one-hundredths of a Preferred Share purchasable after such event upon
proper exercise of each Right shall be determined by multiplying the number of
one one-hundredths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately before such event and the denominator of which is
the number of shares of Common Stock outstanding immediately after such event,
and (B) each share of Common Stock outstanding immediately after such event
shall have issued with respect to it that number of Rights


                                       32
<PAGE>   36
which each share of Common Stock outstanding immediately prior to such event had
issued with respect to it. The adjustments provided for in this Section 11(n)
shall be made successively whenever such a dividend is declared or paid or such
a subdivision, combination or consolidation is effected.

            Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts and computations accounting for
such adjustment, (b) file with the Rights Agent and with each transfer agent for
the Common Stock or the Preferred Shares a copy of such certificate and (c) mail
a brief summary thereof to each registered holder of a Right in accordance with
Section 25 hereof. The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment therein contained and shall have no duty
with respect to and shall not be deemed to have knowledge of any adjustment
unless and until it shall have received such a certificate.

            Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly, at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into, any other Person, (b) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person (or


                                       33
<PAGE>   37
the Company) or cash or any other property, or (c) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating 50%
or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person other than the Company or one or more of
its wholly-owned Subsidiaries, then, and in each such case, proper provision
shall be made so that (i) each registered holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the exercise
thereof at a price equal to the then current Purchase Price multiplied by the
number of one one-hundredths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of such other Person (including
the Company as successor thereto or as the surviving corporation) as shall equal
the result obtained by (A) multiplying the then current Purchase Price by the
number of one one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the Common Shares of such other Person (determined pursuant to
Section 11(d) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; (ii) the issuer of such Common Shares shall thereafter be
liable for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, but not limited
to, the reservation of a sufficient


                                       34
<PAGE>   38
number of its Common Shares in accordance with Section 9 hereof) in connection
with such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
its Common Shares thereafter deliverable upon the exercise of the Rights. The
Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement so providing. The Company
shall not enter into any transaction of the kind referred to in this Section 13
if at the time of such transaction there are any rights, warrants, instruments
or securities outstanding or any agreements or arrangements which, as a result
of the consummation of such transaction, would eliminate or substantially
diminish the benefits intended to be afforded by the Rights. The provisions of
this Section 13 shall similarly apply to successive mergers or consolidations or
sales or other transfers.

            Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights with regard
to which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Right. For the
purposes of this Section 14(a), the current market value of a whole Right shall
be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable.


                                       35
<PAGE>   39
The closing price for any day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Rights are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq or such other system then in use or, if on any
such date the Rights are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Rights selected by the Board of Directors of the Company. If on
any such date no such market maker is making a market in the Rights, the fair
value of the Rights on such date as determined in good faith by the Board of
Directors of the Company shall be used.

            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of


                                       36
<PAGE>   40
one one-hundredth of a Preferred Share). Fractions of Preferred Shares in
integral multiples of one one-hundredth of a Preferred Share may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it;
provided, that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preferred Shares represented by such
depositary receipts. In lieu of fractional Preferred Shares that are not
integral multiples of one one-hundredth of a Preferred Share, the Company shall
pay to the registered holders of Rights at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of the current
market value of one Preferred Share. For the purposes of this Section 14(b), the
current market value of a Preferred Share shall be the closing price of a
Preferred Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of such
exercise.

            (c) The holder of a Right by the acceptance of the Right expressly
waives such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

            Section 15. Rights of Action. All rights of action in respect of
this Agreement, excepting the rights of action expressly given to the Rights
Agent under this Agreement, are vested in the respective registered holders of
the Rights and any registered holder of any Right, without the consent of the
Rights Agent or of the holder of any other Right, may, in such holder's own
behalf and for such holder's own benefit,


                                       37
<PAGE>   41
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in respect of, such holder's right to
exercise the Rights registered in such holder's name in the manner provided in
the Right Certificates and in this Agreement. Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement.

            Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

            (a) prior to the Distribution Date, the Rights will be transferable
      only in connection with the transfer of the shares of Common Stock;

            (b) after the Distribution Date, the Rights are transferable only on
      the registry books of the Rights Agent upon surrender of the Right
      Certificates evidencing such Rights at the Designated Office of the Rights
      Agent, duly endorsed or accompanied by a proper instrument of transfer;
      and

            (c) the Company and the Rights Agent shall deem and treat the Person
      in whose name the Right is registered as the absolute owner thereof
      (notwithstanding any notations of ownership or writing on the Right
      Certificates evidencing such Rights or any certificate for the associated
      Common Stock made


                                       38
<PAGE>   42
      by anyone other than the Company or the Rights Agent) for all purposes
      whatsoever, and neither the Company nor the Rights Agent shall be affected
      by any notice to the contrary, except as required by law.

            Section 17. Right Holder Not Deemed a Shareowner. No holder, as
such, of any Right shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Preferred Shares or any other securities of the
Company which may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right, as such, any of the rights of a shareowner
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareowners at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareowners (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until such Right or
Rights shall have been exercised in accordance with the provisions hereof.

            Section 18. Concerning the Rights Agent. The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the execution,
delivery, administration and amendment of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement,


                                       39
<PAGE>   43
cost or expense, incurred without gross negligence, bad faith or willful
misconduct (as each is finally determined by a court of competent jurisdiction)
on the part of the Rights Agent, for any action taken, suffered or omitted by
the Rights Agent in connection with the acceptance and administration of this
Agreement, including, without limitation, the costs and expenses of defending
against any claim of liability. Anything to the contrary notwithstanding, in no
event shall the Rights Agent be liable for special, indirect, consequential or
incidental loss or damage of any kind whatsoever (including, without limitation,
lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage. The indemnity, exculpation and compensation provided for in
this Agreement shall survive the termination of this Agreement, the termination
and expiration of the Rights, and the resignation or removal of the Rights
Agent.

            The Rights Agent shall be authorized to rely on, shall be protected
and shall incur no liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this Agreement in
reliance upon any Right Certificate or certificate for the Preferred Shares or
Common Shares or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, instruction,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons, or otherwise upon the
opinion of counsel as set forth in Section 20 hereof.


                                       40
<PAGE>   44
                                                                     Exhibit 4.1



         Section 19. Merger or Consolidation or Change of Name of Rights Agent.
Any Person into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any Person resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any Person succeeding to the stock transfer or corporate
trust powers of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
provided, that such Person would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Right Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned;
and in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases the Rights evidenced by
such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

         In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right


                                       41
<PAGE>   45
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its changed name; and in
all such cases the Rights evidenced by such Right Certificates shall have the
full force provided in the Right Certificates and in this Agreement.

         Section 20. Duties of Rights Agent. The Rights Agent undertakes only
the duties and obligations expressly imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights, by their acceptance thereof, shall be bound:

         (a) The Rights Agent may consult with legal counsel (who may be legal
    counsel for the Company), and the opinion of such counsel shall be full and
    complete authorization and protection to the Rights Agent, and the Rights
    Agent shall incur no liability for or in respect of any action taken,
    suffered or omitted by it in good faith and in accordance with such opinion.

         (b) Whenever in the performance of its duties under this Agreement the
    Rights Agent shall deem it necessary or desirable that any fact or matter be
    proved or established by the Company prior to taking, suffering or omitting
    any action hereunder, such fact or matter (unless other evidence in respect
    thereof be herein specifically prescribed) may be deemed to be conclusively
    proved and established by a certificate signed by any one of the Chief
    Executive Officer, any Vice President, the Treasurer or the Secretary of the
    Company and delivered to


                                       42
<PAGE>   46
    the Rights Agent; and such certificate shall be full authorization and
    protection to the Rights Agent, and the Rights Agent shall incur no
    liability for or in respect of any action taken, suffered or omitted in good
    faith by it under the provisions of this Agreement in reliance upon such
    certificate.

         (c) The Rights Agent shall be liable hereunder to the Company and any
    other Person only for its own gross negligence, bad faith or willful
    misconduct (as each is finally determined by a court of competent
    jurisdiction).

         (d) The Rights Agent shall not be liable for or by reason of any of the
    statements of fact or recitals contained in this Agreement or in the Right
    Certificates (except its countersignature thereof) or be required to verify
    the same, but all such statements and recitals are and shall be deemed to
    have been made by the Company only.

         (e) The Rights Agent shall not have any liability nor be under any
    responsibility in respect of the validity of this Agreement or the execution
    and delivery hereof (except the due execution hereof by the Rights Agent) or
    in respect of the validity or execution of any Right Certificate (except its
    countersignature thereof); nor shall it be responsible or liable for any
    breach by the Company of any covenant or condition contained in this
    Agreement or in any Right Certificate; nor shall it be responsible or liable
    for any change in the exercisability of the Rights (including the Rights
    becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in the
    terms of the Rights (including


                                       43
<PAGE>   47
    the manner, method or amount thereof) provided for in Section 3, 11, 13, 23
    or 24, or the ascertaining of the existence of facts that would require any
    such change or adjustment (except with respect to the exercise of Rights
    evidenced by Right Certificates after actual notice that such change or
    adjustment is required); nor shall it by any act hereunder be deemed to make
    any representation or warranty as to the authorization or reservation of any
    Preferred Shares to be issued pursuant to this Agreement or any Right
    Certificate or as to whether any Preferred Shares will, when issued, be
    validly authorized and issued, fully paid and nonassessable.

         (f) The Company agrees that it will perform, execute, acknowledge and
    deliver or cause to be performed, executed, acknowledged and delivered all
    such further and other acts, instruments and assurances as may reasonably be
    required by the Rights Agent for the carrying out or performing by the
    Rights Agent of the provisions of this Agreement.

         (g) The Rights Agent is hereby authorized and directed to accept
    instructions with respect to the performance of its duties hereunder from
    any one of the Chief Executive Officer, any Vice President, the Secretary or
    the Treasurer of the Company, and to apply to such officers for advice or
    instructions in connection with its duties, and such advice or instructions
    shall be full authorization and protection to the Rights Agent and the
    Rights Agent shall incur no liability for or in respect of any action taken,
    suffered or omitted by it in good


                                       44
<PAGE>   48
    faith in accordance with the advice or instructions of any such officer or
    for any delay in acting while waiting for those instructions.

         (h) The Rights Agent and any shareowner, Affiliate, director, officer
    or employee of the Rights Agent may buy, sell or deal in any of the Rights
    or other securities of the Company or become pecuniarily interested in any
    transaction in which the Company may be interested, or contract with or lend
    money to the Company or otherwise act as fully and freely as though it were
    not Rights Agent under this Agreement. Nothing herein shall preclude the
    Rights Agent from acting in any other capacity for the Company or for any
    other Person.

         (i) The Rights Agent may execute and exercise any of the rights or
    powers hereby vested in it or perform any duty hereunder either itself or by
    or through its attorneys or agents, and the Rights Agent shall not be
    answerable, accountable or liable for any act, default, neglect or
    misconduct of any such attorneys or agents or for any loss to the Company or
    any other Person resulting from any such act, default, neglect or
    misconduct, provided reasonable care was exercised in the selection and
    continued employment thereof.

         (j) No provision of this Agreement shall require the Rights Agent to
    expend or risk its own funds in the performance of any of its duties
    hereunder or in the exercise of its rights if it reasonably believes in good
    faith that repayment of such funds as required by this Agreement is not
    reasonably assured to it.


                                       45
<PAGE>   49
         (k) If, with respect to any Rights Certificate surrendered to the
    Rights Agent for exercise or transfer, the certificate contained in the form
    of assignment or the form of election to purchase set forth on the reverse
    thereof, as the case may be, has not been completed to certify the holder is
    not an Acquiring Person (or an Affiliate or Associate thereof), the Rights
    Agent shall not take any further action with respect to such requested
    exercise or transfer without first consulting with the Company.

         Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the shares of Common Stock or the Preferred Shares by registered or certified
mail, and to the registered holders of the Rights by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the shares of Common Stock or the
Preferred Shares by registered or certified mail, and to the registered holders
of the Rights by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the registered holder of a Right
(which holder shall, with such notice, submit


                                       46
<PAGE>   50
such holder's Right Certificate, if any, or such holder's certificate, if any,
for the associated shares of Common Stock for inspection by the Company), then
the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
Person, or an Affiliate of such a Person, organized and doing business under the
laws of the United States or of the State of New York (or of any other state of
the United States so long as such Person is authorized to do business as a
banking institution in the State of New York), in good standing, having an
office in the State of New York, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million. After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed. The predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent, or, if no successor
Rights Agent is appointed within 30 days after the predecessor Rights Agent has
given or received notice of resignation or removal to or from the Company, as
the case may be, to the Company, any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose and thereafter the predecessor Rights Agent shall have no
further duties or obligations as Rights Agent under this Agreement (it being
understood that the foregoing is not


                                       47
<PAGE>   51
intended to release the Rights Agent from any liability resulting from the
Rights Agent's gross negligence, bad faith or willful misconduct (as each is
finally determined by a court of competent jurisdiction) while acting as Rights
Agent hereunder). Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the shares of Common Stock or the Preferred Shares,
and mail a notice thereof in writing to the registered holders of the Rights.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

         Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Right Certificates to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable upon exercise of a Right made
in accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the earlier of the Redemption Date and the Final Expiration
Date, the Company (a) shall with respect to shares of Common Stock so issued or
sold pursuant to the exercise of stock options or under any employee plan or
arrangement in existence prior to the Distribution Date, or upon the exercise,
conversion


                                       48
<PAGE>   52
or exchange of securities, notes or debentures (pursuant to the terms thereof)
issued by the Company and in existence prior to the Distribution Date, and (b)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale; provided, however,
that (i) the Company shall not be obligated to issue any such Right Certificates
if, and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax consequences to
the Company or the Person to whom such Right Certificate would be issued or
would create a significant risk of such options or employee plans or
arrangements failing to qualify for otherwise available special tax treatment,
and (ii) no such Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

         Section 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to such time as any Person becomes an Acquiring
Person, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
The redemption of the Rights by the Board of Directors of the Company may be
made effective at such time, on such basis and with such conditions as the Board
of Directors of the Company in its sole discretion may establish.


                                       49
<PAGE>   53
         (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public notice and notice to the Rights Agent of any such redemption;
provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of such redemption. Within 10 days after such
action of the Board of Directors of the Company ordering the redemption of the
Rights, the Company shall mail a notice of redemption to all the registered
holders of the then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the shares of Common Stock. Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price will be made.
Neither the Company nor any of its Affiliates or Associates may redeem, acquire
or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of shares of Common Stock prior to the
Distribution Date.

         Section 24. Exchange. (a) The Board of Directors of the Company may, at
its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include Rights that


                                       50
<PAGE>   54
have become void pursuant to the provisions of Section 11(a)(ii) hereof) for
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted pursuant to Section 11(i) to reflect any stock
split, stock dividend or similar transaction occurring after the Record Date
(such exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors of the Company shall not
be empowered to effect such exchange at any time after the Record Date if any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of Rockwell, the Company or any such Subsidiary, or any entity
holding shares of Common Stock for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

         (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice and notice to the Rights
Agent of any such exchange; provided, however, that the failure to give, or any
defect in, such notice shall not affect the validity of such exchange. The
Company shall promptly mail a notice of any such exchange to all of the
registered holders of such Rights at their last addresses as they appear upon
the registry


                                       51
<PAGE>   55
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

         (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights. In the event
the Company shall, after good faith effort, be unable to take all such action as
may be necessary to authorize such additional shares of Common Stock, the
Company shall substitute, for each share of Common Stock that would otherwise be
issuable upon exchange of a Right, a number of Preferred Shares or fraction
thereof such that the current per share market price of one Preferred Share
multiplied by such number or fraction is equal to the current per share market
price of one share of Common Stock as of the date of issuance of such Preferred
Shares or fraction thereof.

         (d) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common


                                       52
<PAGE>   56
Stock. In lieu of such fractional shares of Common Stock, the Company shall pay
to the registered holders of the Rights with regard to which such fractional
shares of Common Stock would otherwise be issuable an amount in cash equal to
the same fraction of the current market value of a whole share of Common Stock.
For the purposes of this paragraph (d), the current market value of a whole
share of Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.

         Section 25. Notice of Certain Events. (a) In case at any time after the
Record Date the Company shall propose (i) to pay any dividend payable in stock
of any class to the holders of its Preferred Shares or to make any other
distribution to the holders of its Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares
rights or warrants to subscribe for or to purchase any additional Preferred
Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the


                                       53
<PAGE>   57
Common Shares payable in Common Shares or to effect a subdivision, combination
or consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in Common Shares), then, in each such case, the Company
shall give to each registered holder of a Right and the Rights Agent, in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution
of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 10 days prior to the record date for determining holders of the
Preferred Shares for purposes of such action, and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the Common Shares and/or
Preferred Shares, whichever shall be the earlier.

         (b) In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to each
registered holder of a Right and the Rights Agent, in accordance with Section 26
hereof, a notice of the occurrence of such event, which notice shall describe
such event and the consequences of such event to holders of Rights under Section
11(a)(ii) hereof.

         Section 26. Notices. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Right to or on the


                                       54
<PAGE>   58
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the Rights
Agent) as follows:

                  Rockwell Collins, Inc.
                  400 Collins Road NE
                  Cedar Rapids, Iowa  52498

                  Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right to or on the Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:

                  Mellon Investor Services LLC
                  150 North Wacker
                  Suite 2120
                  Chicago, IL 60606

                  Attention:  Susan Hogan

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry books of the
Company or the registry books of the holders of the Rights maintained by the
Rights Agent after the Distribution Date as herein provided. Any notice or
demand given prior to the Distribution Date by the Company or the Rights Agent
to the holders of the Rights shall also be given to any registered pledgee of
any


                                       55
<PAGE>   59
uncertificated Common Share by first-class mail, postage prepaid, addressed to
such registered pledgee at the address of such registered pledgee as shown on
the registry books of the Company.

         Section 27. Supplements and Amendments. The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Rights in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights or
in regard to matters or questions arising hereunder which the Company may deem
necessary or desirable, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent; provided, however, that
nothing herein shall obligate the Rights Agent to execute such a supplement or
amendment if such supplement or amendment changes or increases the rights,
duties or obligations of the Rights Agent; and further provided that from and
after such time as any Person becomes an Acquiring Person, this Agreement shall
not be amended in any manner which would adversely affect the interests of the
holders of Rights. Without limiting the foregoing, the Company may at any time
prior to such time as any Person becomes an Acquiring Person amend this
Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not
less than the greater of (i) the sum of .001% and the largest percentage of the
outstanding shares of Common Stock then known by the Company to be beneficially
owned by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of Rockwell, the


                                       56
<PAGE>   60
Company or any Subsidiary of the Company, or any entity holding shares of Common
Stock for or pursuant to the terms of any such plan) and (ii) 10%. Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment.

         Section 28. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.


         Section 29. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Rights.

         Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         Section 31. Governing Law. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the


                                       57
<PAGE>   61
laws of such State applicable to contracts to be made and performed entirely
within such State.

         Section 32. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 33. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                       58
<PAGE>   62
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                            ROCKWELL COLLINS, INC.


                            By   /s/ Lawrence A. Erickson
                              __________________________________________________
                              Lawrence A. Erickson
                              Senior Vice President and Chief Financial Officer

                            MELLON INVESTOR SERVICES LLC, as
                            Rights Agent

                            By   /s/ Susan R. Hogan
                              __________________________________________________
                              Susan R. Hogan
                              Vice President


                                       59
<PAGE>   63
                                                                       Exhibit A

                            Form of Right Certificate

Certificate No. R-                                                  _____ Rights



          NOT EXERCISABLE AFTER JUNE 30, 2011 OR EARLIER IF REDEMPTION
          OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT
          $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT.

                               Right Certificate

                             ROCKWELL COLLINS, INC.

         This certifies that ________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of June 28, 2001 (the "Rights Agreement"), between Rockwell
Collins, Inc., a Delaware corporation (the "Company"), and Mellon Investor
Services LLC, a New Jersey limited liability company, as Rights Agent (the
"Rights Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
New York City time, on June 30, 2011 at the Designated Office (as such term is
defined in the Rights Agreement of the Rights Agent, or at the office of its
successor as Rights Agent, one one-hundredth of a fully paid non-assessable
share of Series A Junior Participating Preferred Stock, without par value (the
"Preferred Shares"), of the Company, at a purchase price of $125 per one
one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Right Certificate (and the
number of one one-hundredths of a Preferred Share which may be purchased upon
exercise thereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of __________, 2001, based on the Preferred
Shares as constituted at such date. As provided in the Rights Agreement, the
Purchase Price and the number of one one-hundredths of a Preferred Share which
may be purchased upon the exercise of the Rights evidenced by this Right


                                      A-1
<PAGE>   64
Certificate are subject to modification and adjustment upon the happening of
certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights. Copies of the Rights
Agreement are on file at the principal executive offices of the Company and the
above-mentioned offices of the Rights Agent.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If the
Rights evidenced by this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Right Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged in whole or in part for
Preferred Shares or the Company's Common Stock, par value $.01 per share.

         No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

         No holder of Rights evidenced by this Right Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Preferred Shares or of any other securities of the Company which may at any
time be issuable on the exercise thereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder of any Rights
evidenced hereby, as such, any of the rights of a shareowner of the Company or
any right to vote for the election of directors or upon any matter submitted to
shareowners at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareowners (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as provided in the
Rights Agreement.


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<PAGE>   65
         This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

         WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.

Dated as of ____________.

ATTEST:                                          ROCKWELL COLLINS, INC.



____________________                             By:______________________
Countersigned:

MELLON INVESTOR SERVICES LLC
    as Rights Agent

By:__________________________
    Authorized Signature


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<PAGE>   66
                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
   holder desires to transfer the Rights evidenced by this Right Certificate.)

          FOR VALUE RECEIVED _______________________________ hereby sells,
assigns and transfers unto ___________________
________________________________________________________________________________
                 (Please print name and address of transferee)


_______________________________Rights evidenced by this Right Certificate,
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint __________________ attorney, to transfer the said Rights
on the books of the within-named Company, with full power of substitution.

Dated:________________                                    ______________________
                                                          Signature

Signature Guaranteed:

          Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States, in each case, participating in a Medallion
program approved by the Securities Transfer Association, Inc.

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

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                                                     ___________________________
                                                     Signature

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


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<PAGE>   67
             Form of Reverse Side of Right Certificate -- continued
                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
                   Rights evidenced by the Right Certificate.)

To:  Rockwell Collins, Inc.

          The undersigned hereby irrevocably elects to exercise
___________________ Rights evidenced by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:

Please insert social security
or other identifying number                  ___________________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________
          If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance remaining of such
Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number                 ____________________________________

________________________________________________________________________________
                         (Please print name and address)
________________________________________________________________________________

Dated:  ____________                                      ______________________
                                                          Signature

Signature Guaranteed:


                                      A-5
<PAGE>   68
Form of Reverse Side of Right Certificate -- continued

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

          Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States, in each case, participating in a Medallion
program approved by the Securities Transfer Association, Inc.

          The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                                                          ______________________
                                                          Signature

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

                                     NOTICE

          The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

          In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.


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