Exhibit
10-g-3

     

    AMENDED
AND RESTATED

     

    ROCKWELL
COLLINS 2005

    NON-QUALIFIED
RETIREMENT 

    SAVINGS
PLAN


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ROCKWELL
COLLINS 2005

    NON-QUALIFIED
RETIREMENT SAVINGS PLAN

     

    The
purpose of this Plan is to provide benefits in excess of the Annual Additions
Limitation (as defined below) to a group of employees and to provide benefits in
excess of the Compensation Limit (as defined below) to a select group of
management or highly compensated employees of Rockwell Collins, Inc. and its
affiliates.  This Plan is unfunded for tax purposes and for purposes of
Title I of ERISA.

     

    This Plan
is established effective as of January 1, 2005 for account balances that were
earned and vested after December 31, 2004 under the Rockwell Collins
Non-Qualified Retirement Savings Plan and for new account balances subsequent to
the date this Plan is established.  The Plan was amended and restated on
December 17, 2010.

     

    ARTICLE
I

    DEFINITIONS

     

    1.010    
Account
means the account or accounts established for a Participant pursuant to
Article II hereof.

     

    1.020    
Affiliate
means:

     

    
      	
               
      

            	
              (a)

            	
              any
      corporation incorporated under the laws of one of the United States of
      America of which the Company owns, directly or indirectly, eighty percent
      (80%) or more of the combined voting power of all classes of stock or
      eighty percent (80%) or more of the total value of the shares of all
      classes of stock (all within the meaning of Code Section
      1563);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      partnership or other business entity organized under such laws, of which
      the Company owns, directly or indirectly, eighty percent (80%) or more of
      the voting power or eighty percent (80%) or more of the total value (all
      within the meaning of Code Section 414(c));
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other company deemed to be an Affiliate by the Board of
      Directors.

            


    

     

    1.030     Annual
Additions Limitation means the limitation on the annual additions to the
account of a participant in the Qualified Retirement Savings Plan imposed by
Section 415(c) of the Code.

     

    1.040     Base
Compensation means Base Compensation, as that term is defined in the
Qualified Retirement Savings Plan.

     

    1.050     Base
Compensation Deferral means the difference between:


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      amount which, but for application of the Compensation Limit or the Annual
      Additions Limitation, a Participant would have contributed as a
      Participant Contribution to the Qualified Retirement Savings Plan with
      respect to each payroll period, pursuant to his existing election under
      that Plan as of December 31st of the immediately preceding year;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Participant's actual Participant Contribution to the Qualified Retirement
      Savings Plan with respect to such payroll period as a result of imposition
      of the Compensation Limit or the Annual Additions
    Limitation.

            


    

     

    1.060     Board
of Directors means the Company’s Board of Directors.

     

    1.070     Change
of Control means any of the following:

     

    
      	
               
      

            	
              (a)

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      20% or more of either (1) the then outstanding shares of common stock of
      the Company (the “Outstanding Company Common Stock”) or (2) the combined
      voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the “Outstanding
      Company Voting Securities”); provided, however, that for purposes of this
      subsection (a), the following acquisitions shall not constitute a Change
      of Control:  (w) any acquisition directly from the Company, (x)
      any acquisition by the Company, (y) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or
      any corporation controlled by the Company or (z) any acquisition pursuant
      to a transaction which complies with clauses (1), (2) and (3) of
      subsection (c) of this Section 1.070;
or

            


    

     

    
      	
               
      

            	
              (b)

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

            


    


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of all or substantially all of the assets of the Company or the
      acquisition of assets of another entity (a “Company Transaction”), in each
      case, unless, following such Company Transaction, (1) all or substantially
      all of the individuals and entities who were the beneficial owners,
      respectively, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to such Company Transaction
      beneficially own, directly or indirectly, more than 50% of, respectively,
      the then outstanding shares of common stock and the combined voting power
      of the then outstanding voting securities entitled to vote generally in
      the election of directors, as the case may be, of the corporation
      resulting from such Company Transaction (including, without limitation, a
      corporation which as a result of such transaction owns the Company or all
      or substantially all of the Company’s assets either directly or through
      one or more subsidiaries)  in substantially the same proportions
      as their ownership, immediately prior to such Company Transaction of the
      Outstanding Company Common Stock and Outstanding Company Voting
      Securities, as the case may be, (2) no Person (excluding any employee
      benefit plan (or related trust) of the Company or of such corporation
      resulting from such Company Transaction) beneficially owns, directly or
      indirectly, 20% or more of, respectively, the then outstanding shares of
      common stock of the corporation resulting from such Company Transaction or
      the combined voting power of the then outstanding voting securities of
      such corporation except to the extent that such ownership existed prior to
      the Company Transaction and (3) at least a majority of the members of the
      board of directors of the corporation resulting from such Company
      Transaction were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board of
      Directors, providing for such Company Transaction;
  or

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
              1.080

            	
              Code
      means the Internal Revenue Code of 1986, as
  amended.

            


    

     

    
      	
              1.090

            	
              Committee
      means the Compensation Committee of the Board of
  Directors.

            


    

     

    
      	
              1.100

            	
              Company
      means Rockwell Collins, Inc., a Delaware
  corporation.

            


    

     

    
      	
              1.110

            	
              Company
      Matching Contribution Credits means an amount to be credited to the
      Plan by the Company, which shall be equal to the applicable Company
      Matching Contribution percentage applied to a Participant’s contribution
      under the Qualified Retirement Savings
Plan.

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    
      	
              1.120

            	
              Company
      Retirement Contribution Credits means an amount to be credited to
      the Plan by the Company, which shall be equal to the applicable Company
      Retirement Contribution percentage applied to a Participant’s Eligible
      Compensation under the Qualified Retirement Savings
  Plan.

            


    

     

    
      	
              1.130

            	
              Compensation
      Limit means the limitation imposed by Section 401(a)(17) of the
      Code on the amount of compensation which can be considered in determining
      the amount of contributions to the Qualified Retirement Savings
      Plan.

            


    

     

    
      	
              1.140

            	
              Employee
      means any person who is employed by the Company or by an Affiliate,
      including, to the extent permitted by Section 406 of the Code, any United
      States citizen regularly employed by a foreign Affiliate of the
      Company.

            


    

     

    
      	
              1.150

            	
              ERISA
      means the Employee Retirement Income Security Act of 1974, as
      amended.

            


    

     

    
      	
              1.160

            	
              409A
      Change of Control means a “Change of Control Event” as defined in
      Treasury Regulation Section 1.409A-3(i)(5)(i) and set forth in Treasury
      Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and
      percentages set forth in such Treasury
  Regulation.

            


    

     

    
      	
              1.170

            	
              Participant
      means an individual who is a participant in the Qualified Retirement
      Savings Plan whose Participant Contributions to that Plan are restricted
      by the Compensation Limit or the Annual Additions Limitation and who (a)
      has elected or is deemed to have elected in the Plan Year immediately
      preceding the current Plan Year to have one or more Base Compensation
      Deferrals credited to his Account pursuant to Article II, or (b) if hired
      during the current Plan Year, becomes a Participant on the first day of
      the payroll period during which he or she exceeds the Annual Additions
      Limitation or the Compensation Limit during such Plan Year. 
      Notwithstanding any other provision of this Plan or the Qualified
      Retirement Savings Plan to the contrary, no Employee or any other person,
      individual or entity shall become a Participant in this Plan on or after
      the day on which a Change of Control
occurs.

            


    

     

    
      	
              1.180

            	
              Plan
      means this Amended and Restated Rockwell Collins 2005 Non-Qualified
      Retirement Savings Plan.

            


    

     

    
      	
              1.190

            	
              Plan
      Administrator means the person from time to time so designated by
      name or corporate office by the Board of
  Directors.

            


    

     

    
      	
              1.200

            	
              Plan
      Year means each
      twelve-month period ending December
31st.

            


    

     

    
      	
              1.210

            	
              Pre-2005
      Plan means the Rockwell Collins Non-Qualified Savings
      Plan.

            


    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    
      	
              1.220

            	
              Retirement
      means “separation from service” from the Company and all of its
      Affiliates, within the meaning of Section 409A, on or after attainment of
      age 55 other than for reason of
death.

            


    

     

    
      	
              1.230

            	
              Qualified
      Retirement Savings Plan means the Rockwell Collins Retirement
      Savings Plan.

            


    

     

    
      	
              1.240

            	
              Section
      409A means Section 409A of the Code and any regulations and other
      guidance issued thereunder.

            


    

     

    
      	
              1.250

            	
              Securities
      Exchange Act means the Securities Exchange Act of 1934, as
      amended.

            


    

     

    
      	
              1.260

            	
              Separation
      from Service means a “separation from service” from the Company and
      all of its Affiliates, within the meaning of Section 409A, other than for
      reasons of Retirement or death.

            


    

     

    
      	
              1.270

            	
              Specified
      Employee has the meaning
      set forth in Section 409A, as determined each year in accordance with
      procedures established by the
Company.

            


    

     

    
      	
              1.280

            	
              Sub-Accounts
      refers to one of this Plan's investment vehicles (corresponding to
      the Qualified Retirement Savings Plan investment funds) to which a
      Participant's Base Compensation Deferrals, Company’s Matching Contribution
      Credits, and Company Retirement Contribution Credits are
      assigned.

            


    

     

    
      	
              1.290

            	
              Third-Party
      Administrator means an independent third party selected by the
      Trustee and approved by the individual who, immediately prior to a Change
      of Control, was the Company’s Chief Executive Officer or, if not so
      identified, the Company’s highest ranking officer (the
      “Ex-CEO”).

            


    

     

    
      	
              1.300

            	
              Trust
      means the master trust established by agreement between the Company and
      the Trustee, which trust will be a grantor
  trust.

            


    

     

    
      	
              1.310

            	
              Trustee
      means Wells Fargo Bank, N.A., or any successor trustee of the Trust
      described in Section 1.300 of this
Plan.

            


    

     

    Terms
which are not otherwise defined in this Article I shall have the meanings set
forth in the Qualified Retirement Savings Plan document.

     

    ARTICLE
II

    CREDITING,
VALUATION AND DISTRIBUTION OF ACCOUNTS

     

    
      	
              2.010

            	
              The
      Company will establish on its books a Non-Qualified Retirement Savings
      Plan Account for each Participant who elects a Base Compensation
      Deferral.

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              The
      amount of such Base Compensation Deferral shall be credited to such
      Account and allocated to one or more of this Plan's Sub-Accounts in the
      manner set forth in this Section.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Each
      such credit shall be made to such Account no later than the date on which
      the corresponding contribution to the Qualified Retirement Savings Plan is
      made or would have been made, but for imposition of the Compensation Limit
      or the Annual Additions Limitation; provided, however, that any such
      credits made as a result of any retroactive amendment to the Plan shall be
      made upon adoption thereof, but in amounts which reflect the value such
      credits would have had if that amendment had been in effect on its
      effective date and such contributions had been made on the respective
      dates of the corresponding contributions to the Qualified Retirement
      Savings Plan.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Base Compensation Deferral shall, in increments of one percent (1%) and
      with the total of the percentage increments equaling one hundred percent
      (100%), be allocated to the Sub-Account or Sub-Accounts under this Plan
      pursuant to separate Participant elections made in a method identical to
      the method in which the Participant’s elections are made among Investment
      Funds under the Qualified Retirement Savings
  Plan.

            


    

     

    
      	
               
      

            	
              (3)

            	
              A
      Participant may change any previous election he has made regarding deemed
      investment of his Base Compensation Deferrals under this Plan in the same
      manner as he may change his previous elections regarding investment of his
      Participant Contributions in the Qualified Retirement Savings
      Plan.

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      a Participant fails to make a deemed investment election with respect to
      his Base Compensation Deferrals under this Plan, the Participant will be
      deemed to have elected to have his Base Compensation Deferrals under this
      Plan invested in accordance with the default investment fund option under
      the Qualified Retirement Savings
Plan.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Notwithstanding
      any other provision of this Plan to the contrary, any deemed investment
      elections made by the Participant with respect to Sub-Accounts under this
      Plan shall be considered recommendations as to the investment of such
      Sub-Accounts and the Company reserves the right in it sole discretion to
      choose whether to honor such deemed investment
  elections.

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              At
      the time each Base Compensation Deferral is credited to a Participant's
      Account, a Company Matching Contribution Credit shall also be made to such
      Account.  Such Company Matching Contribution Credit shall be
      allocated to the Sub-Accounts under this Plan in the same manner in which
      Company Matching Contributions are allocated under the Qualified
      Retirement Savings Plan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      any other provision of this Plan to the contrary, this Plan is limited to
      Base Compensation Deferrals and Company Matching Contribution Credits that
      are earned and vested after December 31, 2004 (and any earnings deemed
      credited thereon), and Company Retirement Contribution Credits earned
      after October 1, 2006.  Upon the establishment of this Plan, any
      Accounts under the Pre-2005 Plan that were not earned and vested as of
      December 31, 2004, and all liabilities associated therewith, were
      transferred to Accounts under this Plan.  No Base Compensation
      Deferrals or Company Matching Contribution Credits that were earned and
      vested as of December 31, 2004 (or any earnings deemed credited
      thereon) shall be credited to any Account under this
  Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      any other provision of this Plan to the contrary, for purposes of
      determining any Base Compensation Deferrals or Company Matching
      Contribution Credits with respect a Participant described in Section
      1.170(a) for any Plan Year, the Participant’s written or electronic
      election to make Participant Contributions to the Qualified Retirement
      Savings Plan in effect on December 31st of the year immediately preceding
      such Plan Year shall be deemed to be fixed and shall be deemed to be the
      election to defer compensation under this Plan for purposes of Section
      409A.  Effective for Plan Years beginning on and after January 1,
      2008, no change to the Participant’s written or electronic election to
      make Participant Contributions to the Qualified Retirement Savings Plan
      during such Plan Year shall be effective for purposes of determining Base
      Compensation Deferrals or Company Matching Contribution Credits under this
      Plan for such Plan Year.  For Plan Years beginning on and after
      January 1, 2005 and before January 1, 2008, for purposes of determining
      any Base Compensation Deferrals or Company Matching Contribution Credits
      with respect to a Participant for such Plan Year, the Participant’s
      written or electronic election to make Participant Contributions to the
      Qualified Retirement Savings Plan in effect on December 31st of the year
      immediately preceding such Plan Year shall be deemed to be fixed and
      irrevocable except for decreases permitted in accordance with good faith
      operational compliance with Section 409A and shall be deemed to be the
      election to defer compensation under this Plan for purposes of Section
      409A.

            


    


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      any other provision of this Plan to the contrary, each Participant
      described in Section 1.170(b) shall automatically have Base Compensation
      Deferrals deferred to this Plan for the Plan Year of his or her hire as
      described in this paragraph.  For purposes of determining Base
      Compensation Deferrals or Company Matching Contribution Credits with
      respect to such Participant for such Plan Year, the Participant’s written
      or electronic election to make Participant Contributions to the Qualified
      Retirement Savings Plan for the first pay date for which an election is in
      effect for such Participant shall be deemed to be fixed and the election
      to defer compensation under this Plan for purposes of Section 409A;
      provided, however, that no Base Compensation Deferrals or Company Matching
      Contribution Credits shall be made to this Plan unless such election
      occurs prior to or within 30 days after he is eligible to become a
      Participant in this Plan or any similar deferred compensation plan
      required to be aggregated with this Plan in accordance with the plan
      aggregation rules set forth in Section 409A.  No change to such new
      Participant’s election to make Participant Contributions to the Qualified
      Retirement Savings Plan after the date of such deemed election shall be
      effective for purposes of determining Base Compensation Deferrals or
      Company Matching Contribution Credits under this Plan for such Plan
      Year.

            


    

     

    
      	
               
      

            	
              Effective
      October 1, 2006, for each pay period that the employee is a Participant in
      this Plan, the Company will make a Company Retirement Contribution Credit
      in accordance with the Company Retirement Contribution the employee would
      have received in the Qualified Retirement Savings Plan.  Subject to
      Section 2.010(a)(5), such contributions shall be allocated to the
      Sub-Account or Sub-Accounts under this Plan pursuant to separate deemed
      Participant elections made in the same manner in which the Participant’s
      elections are made among Investment Funds under the Qualified Retirement
      Savings Plan.

            


    

     

    
      	
              2.020

            	
              With
      respect to Base Compensation Deferrals, a Participant may elect to make
      the Sub-Account deemed investment transfers in the same manner as is
      described in the Qualified Retirement Savings Plan and, in such case, the
      value of the Participant's interest in the Sub-Accounts hereunder shall be
      similarly transferred (in one percent (1%) increments, in number of units
      or in specified dollar amounts) to one or more of the other
      Sub-Accounts.

            


    

     

    
      	
              2.030

            	
              Each
      of a Participant's Sub-Accounts shall be accounted for in the manner and
      valued at the times and pursuant to the method provided in the Qualified
      Retirement Savings Plan for the Qualified Retirement Savings Plan
      Investment Fund corresponding to such Sub-Account.  A Participant's
      rights in and to his Sub-Accounts shall be governed by the provisions of
      the Qualified Retirement Savings Plan which are applicable to the
      Investment Fund corresponding to such
  Sub-Account.

            


    

     

    
      	
              2.040

            	
              The
      distribution and withdrawal provisions of the Qualified Retirement Savings
      Plan shall have no application to this Plan.  Distribution to a
      Participant of his Sub-Accounts hereunder shall only be made upon the
      Participant's Separation from Service, Retirement, death or, subject to
      the terms and conditions set forth in Section 2.050, 409A Change of
      Control.  All such distributions to Participants, as well as
      distributions made to beneficiaries hereunder, shall be made in the form
      of lump sum payments, subject to the
following:

            


    


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              Effective
      for Plan Years beginning on or after January 1, 2008, except as otherwise
      provided in Section 2.040(b) below, a Participant may make a one-time,
      irrevocable election to have the value of such interest paid in no more
      than ten (10) annual installments commencing upon Retirement, such
      installments to be equal to the value of the Participant's Sub-Accounts
      divided by the number of installments remaining at the time of
      distribution; provided, however, that such election must be made by the
      Participant no later than December 31st of the calendar year immediately
      preceding the Plan Year to which such Base Compensation Deferrals, Company
      Matching Contribution Credits, and Company Retirement Contribution Credits
      relate.  Except as otherwise provided in Section 6.020, such election
      shall be irrevocable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the foregoing, effective for Plan Years beginning on or after January 1,
      2008, any Accounts deferred on behalf of the Participant for the first
      Plan Year in which a Participant becomes eligible to participate in the
      Plan (taking into account the plan aggregation rules set forth in Section
      409A) will be paid in a lump sum, unless the Participant has made a
      distribution election (either in writing or filed electronically) on or
      before December 31 of the calendar year immediately preceding the Plan
      Year to which such Base Compensation Deferrals, Company Matching
      Contribution Credits, and Company Retirement Contribution Credits
      relate.

            


    

     

    
      	
              2.050

            	
              A
      Participant may elect to have his Accounts hereunder paid in a lump sum,
      in the event of the occurrence of a 409A Change of Control, subject to the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      be effective, the election of a Participant pursuant to this Section 2.050
      must be made in writing and filed with the Committee or filed
      electronically on or before December 31st of the calendar year immediately
      preceding the Plan Year in which such Base Contribution Deferrals, Company
      Matching Contribution Credits, and Company Retirement Contribution Credits
      relating to such installment payment were earned.  Once an election
      is made pursuant to this Section 2.050 it shall remain in effect for all
      future years unless an election is made before December 31st of the
      calendar year immediately preceding such future Plan Year.  Except as
      otherwise provided in Section 6.020, such election shall become
      irrevocable.  Notwithstanding the foregoing, a Participant may elect
      to make the election described in this Section 2.050 with respect to his
      interest in and to Sub-Accounts hereunder that were earned prior to
      January 1, 2009 no later than December 31, 2008 (or such other date as is
      permitted under Section 409A and approved by the Senior Vice President,
      Human Resources of Rockwell
Collins).

            


    


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the foregoing, if the Participant does not file a timely written or
      electronic election in accordance with Section 2.050(a) to receive or not
      receive his or her Accounts under the Plan in a lump sum upon a 409A
      Change of Control, then such Participant’s Accounts under the Plan will
      automatically be paid in a lump sum upon a 409A Change of
      Control.

            


    

     

    
      	
              2.060

            	
              With
      respect to distributions which are payable to a Participant or, in the
      event of the Participant's death, to his
  beneficiary:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Section 6.030, any lump sum payments shall be paid within the sixty
      (60) day period following the close of the calendar year which includes
      the Participant's Separation from Service, Retirement or, if applicable,
      death.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to Section 6.030, each annual installment payable shall be paid within the
      sixty (60) day period following the close of each calendar year during the
      payment period, commencing with the calendar year following the year which
      includes the Participant's Retirement or, if applicable,
      death.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      lump sum payments which are to be made on account of the occurrence of a
      409A Change of Control shall be made within forty-five (45) days following
      such 409A Change of Control.

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      distributions from the Stock Fund Sub-Accounts, whether in the form of
      lump sum or installment payments, shall be made in
  cash.

            


    

     

    
      	
              2.070

            	
              A
      Participant shall have the right, at any time, to designate any person or
      persons and/or charity or charities as his beneficiary or beneficiaries
      (both principal as well as contingent) to whom distribution under this
      Plan shall be made in the event of his death prior to distribution of his
      Account.  In the absence of such designation, the beneficiary
      designation filed by him under the Qualified Retirement Savings Plan shall
      be controlling, except that if the Participant has a spouse and his
      beneficiary designation under the Qualified Retirement Savings Plan
      specifies a beneficiary other than such spouse, such designation, to the
      extent permitted by applicable law, shall be effective under this Plan
      notwithstanding the fact that such spouse may not have consented to such
      designation as required by the Qualified Retirement Savings
      Plan.

            


    

     

    
      	
              2.080

            	
              Each
      Participant shall receive a statement of his Account at the times and in
      the form in which his Qualified Retirement Savings Plan statement is
      provided.

            


    

     

    
      	
              2.090

            	
              Notwithstanding
      any other provision of this Plan to the contrary, if a Participant dies
      prior to commencement of distribution of his Accounts under the Plan, such
      Accounts will be paid in a lump sum to his designated beneficiary within
      the sixty (60) day period following the close of the calendar year which
      includes the Participant’s
death.

            


    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              2.100

            	
              Notwithstanding
      any other provision of this Plan to the contrary, if a Participant dies
      after the commencement of distribution of his Accounts under the Plan,
      such Accounts will be paid in the form elected by the Participant pursuant
      to Section 2.040.

            


    

     

    ARTICLE
III

    CLAIMS
PROCEDURE

     

    
      	
              3.010

            	
              Any
      person claiming a right to participate in this Plan, claiming a benefit
      under this Plan or requesting information under this Plan shall present
      the claim or request in writing to the Committee or the person or entity
      designated by the Committee, who shall respond in writing within ninety
      (90) days following receipt of such
request.

            


    

     

    
      	
              3.020

            	
              If
      the claim or request is denied, the written notice of denial shall
      state:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      reasons for denial;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      description of any additional material or information required and an
      explanation of why it is necessary;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              an
      explanation of this Plan's claim review
  procedure.

            


    

     

    
      	
              3.030

            	
              Any
      person whose claim or request is denied may make a request for review by
      notice given in writing to the
Committee.

            


    

     

    
      	
              3.040

            	
              A
      decision on a request for review shall normally be made within ninety (90)
      days after the date of such request.  If an extension of time is
      required for a hearing or other special circumstances, the claimant shall
      be notified and the time limit shall be extended by an additional sixty
      (60) days from the date of such request.  The decision shall be in
      writing and shall be final and binding on all parties
      concerned.

            


    

     

    ARTICLE
IV

    MISCELLANEOUS
PROVISIONS

     

    
      	
              4.010

            	
              The
      Board of Directors shall have the power to amend, suspend or terminate
      this Plan at any time, except that no such action shall adversely affect
      rights with respect to any Account without the consent of the person
      affected.  Notwithstanding the foregoing, except as otherwise
      permitted by Section 409A, in the event of any termination of the Plan,
      any amounts payable under the Plan shall continue to be paid in accordance
      with the terms of the Plan in effect on the date of Plan
      termination.

            


    

     

    
      	
              4.020

            	
              This
      Plan shall be interpreted and administered by the Committee; provided,
      that interpretations by the Plan Administrator of those provisions of the
      Qualified Retirement Savings Plan which are also applicable to this Plan
      shall be binding on the
Committee.

            


    


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    Notwithstanding
any other provision of this Plan to the contrary, upon and after the occurrence
of a Change of Control, the Plan will be administered by the Third-Party
Administrator.  The Third-Party Administrator will have the discretionary
power to determine all questions arising in connection with the administration
of the Plan and the interpretation of the Plan and Trust including, but not
limited, to Account balance determinations; provided, however, upon and after
the occurrence of a Change of Control, such administrator will have no power to
direct the investment of Plan or Trust assets or select any investment manager
or custodial firm for the Plan or Trust.

     

    Upon and
after the occurrence of a Change of Control, the Company will be required
to:

     

    
      	
               
      

            	
              (a)

            	
              pay
      all reasonable administrative expenses and fees of the Third-Party
      Administrator;

            


    

     

    
      	
               
      

            	
              (b)

            	
              indemnify
      the Third-Party Administrator against any costs, expenses and liabilities
      including, without limitation, attorney’s fees and expenses arising in
      connection with the performance of such administrator hereunder, except
      with respect to matters resulting from the gross negligence or willful
      misconduct of the said administrator or its employees or agents;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              supply
      full and timely information to the Third-Party Administrator on all
      matters relating to the Plan, the Trust, the Participants and their
      beneficiaries, the Account balances of the Participants, the date of
      circumstances of the Separation from Service, Retirement or death of the
      Participants, and such other pertinent information as the Third-Party
      Administrator may reasonably
require.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Upon
      and after a Change of Control, the Third-Party Administrator may not be
      terminated by the Company and may only be terminated (and a replacement
      appointed) by the Trustee, but only with the approval of the Ex-CEO (as
      defined in Section 1.290).

            


    

     

    
      	
              4.030

            	
              This
      Plan is an unfunded employee benefit plan primarily for providing deferred
      compensation to a select group of management or highly compensated
      employees of the Company pursuant to the Compensation Limitation and is
      also an excess benefit plan (as defined by Section 3(36) of ERISA) with
      respect to the Annual Additions Limitation.  This Plan is intended to
      be unfunded for tax purposes and for purposes of Title I of ERISA. 
      Participants and their beneficiaries, estates, heirs, successors and
      assigns shall have no legal or equitable rights, interest or claims in any
      property or assets of the Company or any of its Affiliates.  Any and
      all of the assets of the Company and its Affiliates shall be, and remain,
      the general, unpledged, unrestricted assets of the Company and its
      Affiliates.  The Company’s and any Affiliate’s sole obligation under
      this Plan shall be merely that of an unfunded and unsecured promise of the
      Company or such Affiliate to pay money in the
  future.

            


    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    
      	
              4.040

            	
              Neither
      a Participant nor any other person shall have any right to commute, sell,
      assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
      transfer, hypothecate or convey, in advance of actual receipt, any
      interest in an Account.  Each Account and all rights therein are and
      shall be nonassignable and nontransferable prior to actual distribution as
      provided by this Plan.  Any such attempted assignment or transfer
      shall be ineffective with respect to the Company and with respect to any
      Affiliate, and the Company’s and any Affiliate’s sole obligation shall be
      to distribute Accounts to Participants, their beneficiaries or estates as
      appropriate.  No part of any Account shall, prior to actual payment
      as provided by this Plan, be subject to seizure or sequestration for the
      payment of any debts, judgments, alimony or separate maintenance owed by a
      Participant or any other person, nor shall any Account be transferable by
      operation of law in the event of a Participant's or any other persons
      bankruptcy or insolvency, except as otherwise required by
    law.

            


    

     

    
      	
              4.050

            	
              This
      Plan shall not be deemed to constitute a contract of employment between
      the Company or any of its Affiliates and any Participant, and no
      Participant, beneficiary or estate shall have any right or claim against
      the Company or any of its Affiliates under this Plan except as may
      otherwise be specifically provided in this Plan.  Nothing in this
      Plan shall be deemed to give a Participant the right to be retained in the
      service of the Company or any Affiliate or to interfere with the right of
      the Company or any Affiliate to discipline, discharge or change the status
      of a Participant at any time.

            


    

     

    
      	
              4.060

            	
              A
      Participant will cooperate with the Committee by furnishing any and all
      information requested by the Committee or its delegates in order to
      facilitate the distribution of his Accounts under this Plan and by taking
      such other action as may be reasonably requested by the Committee or its
      delegates.

            


    

     

    
      	
              4.070

            	
              Subject
      to ERISA, the provisions of this Plan shall be construed and interpreted
      according to the laws of the State of Iowa.  In the event that any
      provision of this Plan shall be held illegal or invalid for any reason,
      said illegality or invalidity shall not affect the remaining provisions of
      this Plan, which shall be construed and enforced as if such illegal or
      invalid provision were not included in this Plan.  The provisions of
      this Plan shall bind and obligate the Company and its Affiliates and their
      successors, including, but not limited to, any corporate or other business
      entity which shall, whether by merger, consolidation, purchase or
      otherwise, acquire all or substantially all of the business and assets of
      the Company or its Affiliates and the successors of any such company or
      other business entity.

            


    

     

    
      	
              4.080

            	
              The
      Company shall bear all expenses and costs in connection with the operation
      and administration of this Plan.  The Company, its Affiliates, the
      Committee and any employee of the Company or any of its Affiliates shall
      be fully protected in relying in good faith on the computations and
      reports made pursuant to or in connection with this Plan by the
      independent certified public accountants who audit the Company’s
      accounts.

            


    


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	
              4.090

            	
              All
      words used in this Plan in the masculine gender shall be construed as if
      used in the feminine gender where appropriate.  All words used in
      this Plan in the singular or plural shall be construed as if used in the
      plural or singular where
appropriate.

            


    

     

    ARTICLE
V

    TRUST

     

    
      	
              5.010

            	
              Establishment
      of the Trust.  The Company shall establish the Trust (which
      may be referred to herein as a “Rabbi Trust”).  The Trust shall
      become irrevocable upon a Change of Control (to the extent not then
      irrevocable).  Notwithstanding any other provision of this Plan to
      the contrary, the Trust shall not become irrevocable or funded with
      respect to this Plan upon the occurrence of an event described in Section
      1.070(d).  After the Trust has become irrevocable with respect to the
      Plan, except as otherwise provided in Section 12 of the Trust, the Trust
      shall remain irrevocable with respect to the Plan until all the Account
      balances due under this Plan and all benefits and/or account balances due
      to the participants (and their beneficiaries) in any other plan covered by
      the Trust have been paid in full.  Upon establishment of the Trust,
      the Company shall provide for funding of the Trust in accordance with the
      terms of the Trust.

            


    

     

    
      	
              5.020

            	
              Interrelationship
      of the Plan and the Trust.  The provisions of the Plan will
      govern the rights of a Participant to receive distributions pursuant to
      the Plan.  The provisions of the Trust will govern the rights of the
      Company and its Affiliates, Participants and the creditors of the Company
      and its Affiliates to the assets transferred to the Trust.  The
      Company and each of its Affiliates employing any Participant will at all
      times remain liable to carry out their obligations under the
      Plan.

            


    

     

    
      	
              5.030

            	
              Distributions
      From the Trust.  The Company’s and each of its Affiliate's
      obligations under the Plan may be satisfied with Trust assets distributed
      pursuant to the terms of the Trust, and any such distribution will reduce
      their obligations under this Plan.

            


    

     

    
      	
              5.040

            	
              Rabbi
      Trust. The Rabbi Trust
      shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              be
      a non-qualified grantor trust which satisfies in all material respects the
      requirement of Revenue Procedure 92-64, 1992-2 CB 122 (or any successor
      Revenue Procedure or other applicable
  authority);

            


    

     

    
      	
               
      

            	
              (b)

            	
              be
      irrevocable upon a Change of Control, to the extent not then irrevocable
      (other than an event described in Section 1.070(d));
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              provide
      that any successor trustee shall be a bank trust department or other party
      that may be granted corporate trustee powers under state
    law.

            


    

     

    
      
         

      

      
        - 15
-

        
          

        

      

      
         

      

    

     

    ARTICLE
VI

    SECTION
409A

     

    
      	
              6.010

            	
              Section
      409A Generally.  This Plan is intended to comply with Section
      409A.  Notwithstanding any other provision of this Plan to the
      contrary, the Company makes no representation that this Plan or any
      amounts payable or benefits provided under this Plan will be exempt from
      or comply with Section 409A and makes no undertaking to preclude Section
      409A from applying to this Plan.

            


    

     

    
      	
              6.020

            	
              Changes
      in Elections.  Notwithstanding any other provision of this
      Plan to the contrary, once an election is made pursuant to this Plan it
      shall be irrevocable unless all of the following conditions are
      met:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      election to change the time or form of payment will not become effective
      until the date that is one year after the date on which the election to
      make the change is made;

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      with respect to any payment to be made upon the death of a Participant,
      the form of payment, as changed, will defer payment of the Participant’s
      Account Balances until five (5) years later than the date that payment of
      such Participant’s Accounts would otherwise have been made under this
      Plan; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              with
      respect to a payment that is to be made upon a fixed date or schedule of
      dates, the election to change the form of payment is made no less than
      twelve (12) months before the date that payment of the Accounts was
      otherwise scheduled to be paid.

            


    

     

    For
purposes of Section 6.020(b) and (c), all payments scheduled to be made in the
form of installments that are attributable to a particular Plan Year will be
treated as scheduled to be made on the date that the first installment of such
series of payments is otherwise scheduled to be made (that is, the installments
will be treated as an entitlement to a single payment for purposes of Section
409A).

     

    Once a
change in election is made and recorded pursuant to the Plan, such election will
be irrevocable unless all of the conditions of this Section 6.020 are met. 
Notwithstanding any other provision of this Plan to the contrary, a Participant
will be permitted to make only one change in election pursuant to this Section
6.020 with respect to the Accounts to which such election
relates.


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    
      	
              6.30

            	
              Six
      Month Wait for Specified Employees.  Notwithstanding any other
      provision of this Plan to the contrary, to the extent that any Accounts
      payable under the Plan constitute an amount payable upon Separation from
      Service or Retirement to any Participant under the Plan who is deemed to
      be a Specified Employee, then such amount will not be paid during the six
      (6) month period following such Separation from Service or
      Retirement.  If the provisions of this Section 6.030 apply to a
      Participant who incurs a Separation from Service or Retirement, within the
      first six (6) months of the calendar year, then such amount will be paid
      within the first sixty (60) days following the close of the calendar year
      which includes the Participant’s Separation from Service or
      Retirement.  If the provisions of this Section 6.030 apply to a
      Participant who incurs a Separation from Service or Retirement within the
      last six (6) months of the calendar year, then such amount will be paid
      within the first sixty (60) days after June 30th of the calendar year
      following the year in which includes the Participant’s Separation from
      Service or Retirement.

            


    


    
      
         


      

      
        - 17
-