<PAGE>   1
                                                                  EXHIBIT 10-c-4





TO:

In accordance with the Corporation's Directors Stock Plan, as amended, you have
been granted today stock options to purchase 1,000 shares of the Corporation's
Common Stock at a price per share of $           and on the other terms and
conditions set forth in the attached Stock Option Terms and Conditions, which
comprise a part of this Stock Option Agreement.

Please confirm your acceptance of this grant, including the attached Stock
Option Terms and Conditions, by signing one copy at the place indicated and
returning it to the Corporation's Office of the Secretary in the enclosed return
envelope.


ROCKWELL INTERNATIONAL CORPORATION




William J. Calise, Jr.
Senior Vice President, General Counsel & Secretary




ACCEPTED AND AGREED TO:


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

Date:
      -------------------------

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                       ROCKWELL INTERNATIONAL CORPORATION
                              DIRECTORS STOCK PLAN
                             STOCK OPTION AGREEMENT
                        STOCK OPTION TERMS AND CONDITIONS


1.       Definitions

         As used in these Stock Option Terms and Conditions, the following words
         and phrases shall have the respective meanings ascribed to them below
         unless the context in which any of them is used clearly indicates a
         contrary meaning:

         (a)      ChaseMellon: ChaseMellon Shareholder Services, the Stock
                  Option Administrator whom Rockwell has engaged to administer
                  and process all Stock Option exercises.

         (b)      Committee: The Compensation and Management Development
                  Committee of the Board of Directors of Rockwell.

         (c)      Director: A member of the Board of Directors of Rockwell.

         (d)      Irrevocable Notice of Exercise Form: The form attached as
                  Exhibit 1 or any other form accepted by the Secretary of
                  Rockwell in his sole discretion.

         (e)      IVR: Integrated Voice Response system that is used to
                  facilitate all Stock Option transactions.

         (f)      Options: The stock options listed in the first paragraph of
                  the letter dated              to which these Stock Option
                  Terms and Conditions are attached and which together with
                  these Stock Option Terms and Conditions constitutes the Stock
                  Option Agreement.

         (g)      Option Shares: The shares of Rockwell Common Stock issuable or
                  transferable on exercise of the Options.

         (h)      Plan: Rockwell's Directors Stock Plan, as amended and as such
                  Plan may be further amended and in effect at the relevant
                  time.

         (i)      Rockwell: Rockwell International Corporation, a Delaware
                  corporation.

         (j)      Shares:  Shares of Rockwell Common Stock.

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         (k)      Stock Option Agreement: These Stock Option Terms and
                  Conditions together with the letter dated              to
                  which they are attached.

2.       When Options May be Exercised

         The Options may be exercised, in whole or in part (but only for a whole
         number of shares) and at one time or from time to time, as to one-third
         (rounded to the nearest whole number) of the Option Shares during the
         period beginning on              and ending on             , as to an
         additional one-third (rounded to the nearest whole number) of the
         Option Shares during the period beginning on              and ending on
                      and as to the balance of the Option Shares during the
         period beginning on              and ending on             , and only
         during those periods, provided that:

         (a)      if you die while a Director, your estate, any person who
                  acquires the Options by bequest or inheritance, or any person
                  to whom you have transferred the Options during your lifetime
                  as permitted by Section 4 may exercise all the Options not
                  theretofore exercised within (and only within) the period
                  beginning on your date of death (even if you die before you
                  have become entitled to exercise all or any part of the
                  Options) and ending three years thereafter or on
                  if earlier;

         (b)      if you retire as a Director at or after age 72 or at an
                  earlier age but after completing at least 10 years of service
                  as a Director, you (or if you die after your retirement date,
                  your estate or any person who acquires the Options by bequest
                  or inheritance) or any person to whom you have transferred the
                  Options during your lifetime as permitted by Section 4 may
                  thereafter exercise the Options not theretofore exercised
                  within (and only within) the period beginning on your
                  retirement date (even if you retire before you have become
                  entitled to exercise all or any part of the Options) and
                  ending five years thereafter or on              if earlier;

         (c)      if your service as a Director terminates as a result of your
                  disability or as a result of your resignation for reasons of
                  the antitrust laws, compliance with Rockwell's conflict of
                  interest policies or other circumstances that the Committee
                  may determine as serving the best interests of Rockwell, you
                  (or if you die after termination of your service as a
                  Director, your estate or any person who acquires the Options
                  by bequest or inheritance) or any person to whom you have
                  transferred the Options during your lifetime as permitted by
                  Section 4 may thereafter exercise the Options not theretofore
                  exercised that are


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<PAGE>   4

                  exercisable on the date your service as a Director terminates
                  within (and only within) such period, if any, after your
                  termination date as the Committee may determine by action
                  taken not more than 60 days after your termination date, which
                  period shall in no event end more than five years after your
                  termination date or on             , if earlier;

         (d)      if your service as a Director terminates for any other reason,
                  the Options shall terminate forthwith on the date of
                  termination of your service as a Director and shall not be
                  exercised thereafter; and

         provided, further, that notwithstanding any other provision of the
         Stock Option Agreement, if a Change of Control (as defined in Article
         III, Section 13(I)(1) of Rockwell's By-Laws) shall occur, then all the
         remaining Options shall become fully exercisable whether or not
         otherwise then exercisable and shall be and remain exercisable for the
         applicable period hereinabove in this Section 2 provided.

3.       Exercise Procedure

         (a)      To exercise all or any part of the Options, you (or after your
                  death, your estate or any person who has acquired the Options
                  by bequest or inheritance) must submit an Irrevocable Notice
                  of Exercise to Rockwell's Office of the Secretary (Attention:
                  Stock Option Administration) and then contact the Option
                  exercise administrator, ChaseMellon, by using the IVR system
                  as follows:

                  (i)      contact ChaseMellon using a touch-tone phone and
                           follow the instructions provided (or contact
                           ChaseMellon using a rotary phone and speak to a
                           Customer Service Representative);

                  (ii)     confirm the Option transaction through the IVR system
                           by receiving a confirmation number;

                  (iii)    at any time you may speak to a Customer Service
                           Representative for assistance;

                  (iv)     full payment of the exercise price for the Option
                           Shares to be purchased on exercise of the Options may
                           be made by:

                                    -        check; or

                                    -        in Shares; or

                                    -        in a combination of check and
                                             Shares; and

                  (v)      in the case of an exercise of the Options by any
                           person other than you seeking to exercise the
                           Options, such documents as


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<PAGE>   5

                           ChaseMellon or the Secretary of Rockwell shall
                           require to establish to their satisfaction that the
                           person seeking to exercise the Options is entitled to
                           do so.

         (b)      An exercise of the whole or any part of the Options shall be
                  effective:

                  (i)      if you elect (or after your death, the person
                           entitled to exercise the Options elects) to pay the
                           exercise price for the Option Shares entirely by
                           check, (A) upon confirmation of your transaction by
                           using the IVR system and full payment of the exercise
                           price and withholding taxes (if applicable) are
                           received by ChaseMellon within five business days
                           following the confirmation; and (B) receipt of any
                           documents required pursuant to Section 3(a)(v); and

                  (ii)     if you elect (or after your death, the person
                           entitled to exercise the Options elects) to pay the
                           exercise price of the Option Shares in Shares or in a
                           combination of Shares and check, (A) upon
                           confirmation of your transaction by using the IVR
                           system and full payment of the exercise price (as
                           defined in Section 3(d)(i)) and withholding taxes (if
                           applicable) are received by ChaseMellon within five
                           business days following the confirmation; and (B)
                           receipt of any documents required pursuant to Section
                           3(a)(v).

         (c)      If you choose (or after your death, the person entitled to
                  exercise the Options chooses) to pay the exercise price for
                  the Option Shares to be purchased on exercise of any of the
                  Options entirely by check, payment must be made by:

                           -        delivering to ChaseMellon a check in the
                                    full amount of the exercise price for those
                                    Option Shares; or

                           -        arranging with a stockbroker, bank or other
                                    financial institution to deliver to
                                    ChaseMellon full payment, by check or (if
                                    prior arrangements are made with
                                    ChaseMellon) by wire transfer, of the
                                    exercise price of those Option Shares.

                  In either event, in accordance with Section 3(e), full payment
                  of the exercise price for the Option Shares purchased must be
                  made within five business days after the exercise has been
                  conducted and confirmed through the IVR system.

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<PAGE>   6

         (d)      (i)      If you choose (or after your death, the person
                           entitled to exercise the Options chooses) to use
                           already-owned Shares to pay all or part of the
                           exercise price for the Option Shares to be purchased
                           on exercise of any of the Options, you (or after your
                           death, the person entitled to exercise the Options)
                           must deliver to ChaseMellon one or more certificates
                           (and executed stock powers) representing:

                                    -        at least the number of Shares whose
                                             value, based on the closing price
                                             of Common Stock of Rockwell on the
                                             New York Stock Exchange --
                                             Composite Transactions on the day
                                             you have exercised your Options
                                             through the IVR system; or

                                    -        any lesser number of Shares you
                                             desire (or after your death, the
                                             person entitled to exercise the
                                             Options desires) to use to pay the
                                             exercise price for those Option
                                             Shares and a check in the amount of
                                             such exercise price less the value
                                             of the Shares delivered, based on
                                             the closing price of Common Stock
                                             of Rockwell on the New York Stock
                                             Exchange -- Composite Transactions
                                             on the day you have exercised your
                                             Options through the IVR system.

                  (ii)     ChaseMellon will advise you (or any other person who,
                           being entitled to do so, exercises the Options) of
                           the exact number of Shares, valued in accordance with
                           Section 8 of the Plan at the closing price on the New
                           York Stock Exchange -- Composite Transactions on the
                           effective date of exercise under Section 3(b)(ii),
                           and any funds required to pay in full the exercise
                           price for the Option Shares purchased. In accordance
                           with Section 3(e), you (or such other person) must
                           pay, by check, in Shares or in a combination of check
                           and Shares, any balance required to pay in full the
                           exercise price of the Option Shares purchased within
                           five business days following the effective date of
                           such exercise of the Options under Section 3(b)(ii).

                  (iii)    Notwithstanding any other provision of this Stock
                           Option Agreement, the Secretary of Rockwell may limit
                           the number, frequency or volume of successive
                           exercises of any of the Options in which payment is
                           made, in whole or in part, by delivery of Shares
                           pursuant to this subparagraph (d) to prevent
                           unreasonable pyramiding of such exercises.

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<PAGE>   7

         (e)      An exercise conducted and confirmed through the IVR system,
                  whether or not full payment of the exercise price for the
                  Option Shares is received by ChaseMellon, shall constitute a
                  binding contractual obligation by you (or the other person
                  entitled to exercise the Options) to proceed with and complete
                  that exercise of the Options (but only so long as you
                  continue, or the other person entitled to exercise the Options
                  continues, to be entitled to exercise the Options on that
                  date). By your acceptance of this Stock Option Agreement, you
                  agree (for yourself and on behalf of any other person who
                  becomes entitled to exercise the Options) to deliver or cause
                  to be delivered to ChaseMellon any balance of the exercise
                  price for the Option Shares to be purchased upon the exercise
                  pursuant to the transaction conducted through the IVR system
                  required to pay in full the exercise price for those Option
                  Shares, that payment being by check, wire transfer, in Shares
                  or in a combination of check and Shares, on or before the
                  later of the fifth business day after the date on which you
                  confirm the transaction through the IVR system. If such
                  payment is not made, you (for yourself and on behalf of any
                  other person who becomes entitled to exercise the Options)
                  authorize the Corporation, in its discretion, to set off
                  against salary payments or other amounts due or which may
                  become due you (or the other person entitled to exercise the
                  Options) any balance of the exercise price for those Option
                  Shares remaining unpaid thereafter.

         (f)      A book-entry statement representing the number of Option
                  Shares purchased will be issued as soon as practicable (i)
                  after ChaseMellon has received full payment therefor or (ii)
                  at Rockwell's or ChaseMellon's election in their sole
                  discretion, after Rockwell or ChaseMellon has received (x)
                  full payment of the exercise price of those Option Shares and
                  (y) any reimbursement in respect of withholding taxes due
                  pursuant to Section 5.

4.       Transferability

         You are not entitled to transfer the Options except (i) by will or by
         the laws of descent and distribution; or (ii) by gift to any member of
         your immediate family or to a trust for the benefit of one or more
         members of your immediate family; provided, however, that no transfer
         pursuant to this clause (ii) shall be effective unless you have
         notified the Corporation's Office of the Secretary (Attention: Stock
         Option Administration) in writing specifying the Option or Options
         transferred, the date of the gift and the name and Social Security or
         other Taxpayer Identification Number of the transferee. During your
         lifetime, only you are entitled to exercise the Options unless you have
         transferred any Option in accordance with this paragraph to a member of
         your immediate family or a trust for the benefit of one or more members
         of


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<PAGE>   8

         your immediate family, in which case only that transferee (or the legal
         representative of the estate or the heirs or legatees of that
         transferee) shall be entitled to exercise that Option. For purposes of
         this paragraph, your "immediate family" shall mean your spouse and
         natural, adopted or step-children and grandchildren.

5.       Withholding

         Rockwell or ChaseMellon shall have the right, in connection with the
         exercise of the Options, in whole or in part, to deduct from any
         payment to be made by Rockwell or ChaseMellon under the Plan an amount
         equal to the taxes required to be withheld by law with respect to such
         exercise or to require you (or any other person entitled to exercise
         the Options) to pay to it an amount sufficient to provide for any such
         taxes so required to be withheld. By your acceptance of this Stock
         Option Agreement, you agree (for yourself and on behalf of any other
         person who becomes entitled to exercise the Options) that if Rockwell
         or ChaseMellon elects to require you (or such other person) to remit an
         amount sufficient to pay such withholding taxes, you (or such other
         person) must remit that amount within five business days after
         confirmation of the Option exercise as provided in Section 3(a)(ii). If
         such payment is not made, Rockwell, in its discretion, shall have the
         same right of set-off as provided under Section 3(e) with respect to
         payment of the exercise price for Option Shares.

6.       Headings

         The section headings contained in these Stock Option Terms and
         Conditions are solely for the purpose of reference, are not part of the
         agreement of the parties and shall in no way affect the meaning or
         interpretation of this Stock Option Agreement.

7.       References

         All references in these Stock Option Terms and Conditions to Sections,
         paragraphs, subparagraphs or clauses shall be deemed to be references
         to Sections, paragraphs, subparagraphs and clauses of these Stock
         Option Terms and Conditions unless otherwise specifically provided.

8.       Entire Agreement

         This Stock Option Agreement and the Plan embody the entire agreement
         and understanding between Rockwell and you with respect to the Options,
         and there are no representations, promises, covenants, agreements or
         under-standings with respect to the Options other than those expressly
         set forth in this Stock Option Agreement and the Plan.


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<PAGE>   9

9.       Applicable Laws and Regulations

         This Stock Option Agreement and Rockwell's obligation to issue Option
         Shares hereunder are subject to applicable laws and regulations.

Exhibit 1 - Irrevocable Notice of Exercise Form





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<PAGE>   10
                                                                       EXHIBIT 1



                       IRREVOCABLE NOTICE OF EXERCISE FORM
                           FOR NON-EMPLOYEE DIRECTORS



To:      Rockwell International Corporation
         Office of the Secretary (MW31)
         777 East Wisconsin Avenue, Suite 1400
         Milwaukee, WI  53202

         Fax No. (414) 212-5297



         1. OPTIONS EXERCISED: Subject to the terms and conditions of the
Directors Stock Plan (the Plan) of Rockwell International Corporation
(Rockwell), and Agreement(s) thereunder, I hereby exercise the following stock
option(s):

<TABLE>
<CAPTION>
          Date of              Number of             Exercise          Total
          Grant                  Shares              Price             Purchase Price
          -------              ---------             --------          --------------
<S>                            <C>                   <C>               <C>
                                                     $                 $
          -------              ---------             --------          --------------

                                                     $                 $
          -------              ---------             --------          --------------

                                                     $                 $
          -------              ---------             --------          --------------
</TABLE>


         2. PAYMENT: The following must be received by ChaseMellon Shareholder
Services within five business days following the date of exercise:

         - A check payable to Rockwell International Employee Stock Option
         Program or a wire transfer to ChaseMellon Shareholder Services for
         credit to the Rockwell International Employee Stock Option Program in
         the amount of the Total Purchase Price of the above-itemized stock
         option(s); OR

         - A number of shares of Rockwell Common Stock surrendered to pay the
         Total Purchase Price of the above-itemized stock option(s); AND

         - A check payable to Rockwell International Employee Stock Option
         Program or a wire transfer to ChaseMellon Shareholder Services for
         credit to the Rockwell International Employee Stock Option Program for
         any tax withholding amount required on any non-qualified above-itemized
         stock options.


<PAGE>   11

                                             Irrevocable Notice of Exercise Form
                                                 For Officers and Directors Only
                                                                          Page 2


         If full payment of the Total Purchase Price of the stock option(s)
listed in Item 1 is not delivered within five (5) business days after the
exercise date, Rockwell is authorized forthwith to set off the balance due
against any amounts due or which may become due me to satisfy my obligation to
pay the Total Purchase Price.

         I understand full payment of the taxes required to be withheld and
remitted to taxing authorities in respect of the exercise of the stock option(s)
listed in Item 1 must be delivered within five (5) business days after the
exercise date. If full payment of the taxes is not delivered, Rockwell is
authorized forthwith to set off the balance due against any amounts due or which
may become due me to satisfy any obligation to reimburse Rockwell for those
withholding taxes.

THIS STOCK OPTION EXERCISE MAY NOT BE REVOKED OR CHANGED AFTER DELIVERY OF THIS
FORM, PROPERLY COMPLETED, DATED AND SIGNED, TO THE CORPORATION WHETHER OR NOT
PAYMENT ACCOMPANIES THIS FORM AND WHETHER THIS FORM IS DATED BEFORE, ON OR AFTER
THE DATE OF SUCH RECEIPT.



-----------------------------------------------------
                  (Signature)

Printed Name
            -----------------------------------------

Dated:


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