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                                                                  EXHIBIT 10-c-6

                       ROCKWELL INTERNATIONAL CORPORATION
                           RESTRICTED STOCK AGREEMENT

To:

         Pursuant to resolutions adopted September 1, 1999 by the Board of
Directors (the "Board") of Rockwell International Corporation, a Delaware
corporation (the "Corporation"), the Corporation has transferred to you as of
____________, _____ shares of Common Stock of the Corporation representing
$27,000 of the annual retainer as compensation for your service on the Board for
the period from ____________ through ____________, with the number of shares of
restricted Common Stock of the Corporation (the "Restricted Shares") determined
by dividing $27,000.00 by the closing price on the New York Stock Exchange --
Composite Transactions on that date and rounding up to the next higher whole
number, on and subject to the following terms and conditions:

1.       Earning of Restricted Shares

         (a)  If (i) you shall continue as a director of the Corporation until
              you retire from the Board under the Board's retirement policy; or
              (ii) you shall resign from the Board or cease to be a director of
              the Corporation by reason of the antitrust laws, compliance with
              the Corporation's conflict of interest policies, death or
              disability, or (iii) a Change of Control as defined in Article
              III, Section 13 (I)(1) of the Corporation's By-Laws (or any
              successor provision) shall occur, then you shall be deemed to have
              fully earned all the Restricted Shares subject to this Restricted
              Stock Agreement.

         (b)  If you resign from the Board or cease to be a director of the
              Corporation for any other reason, you shall be deemed not to have
              earned any of the Restricted Shares and shall have no further
              rights with respect to them unless the Board of Directors shall
              determine, in its sole discretion, that you have resigned from the
              Board or ceased to be a director by reason of circumstances that
              the Board determines not to be adverse to the best interests of
              the Corporation.

2.       Retention of Certificates for Restricted Shares

         Certificates for the Restricted Shares and any dividends or
         distributions thereon or in respect thereof that may be paid in
         additional shares of Common Stock, other securities of the Corporation
         or securities of another entity (Stock Dividends) shall be delivered to
         and held by the Corporation, or shall be registered in book entry form
         subject to the Corporation's instructions, until you shall have earned
         the Restricted Shares in accordance with the provisions of paragraph 1.
         To facilitate implementation of the provisions of this Restricted Stock
         Agreement, you


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         undertake to sign and deposit with the Corporation's Office of the
         Secretary (a) a Stock Transfer Power in the form of Attachment 1 hereto
         with respect to the Restricted Shares and any Stock Dividends thereon
         and (b) such other documents appropriate to effectuate the purpose and
         intent of this Restricted Stock Agreement as the Corporation may
         reasonably request from time to time.

3.       Dividends and Voting Rights

         Notwithstanding the retention by the Corporation of certificates (or
         the right to give instructions with respect to shares held in book
         entry form) for the Restricted Shares and any Stock Dividends, you
         shall be entitled to receive any dividends that may be paid in cash on,
         and to vote, the Restricted Shares and any Stock Dividends held by the
         Corporation (or subject to its instructions) in accordance with
         paragraph 2, unless and until such shares have been forfeited in
         accordance with paragraph 5.

4.       Delivery of Earned Restricted Shares

         As promptly as practicable after you shall have been deemed to have
         earned the Restricted Shares in accordance with paragraph 1, the
         Corporation shall deliver to you (or in the event of your death, to
         your estate or any person who acquires your interest in the Restricted
         Shares by bequest or inheritance) the Restricted Shares, together with
         any Stock Dividends then held by the Corporation (or subject to its
         instructions).

5.       Forfeiture of Unearned Restricted Shares

         Notwithstanding any other provision of this Restricted Stock Agreement,
         if at any time it shall become impossible for you to earn any of the
         Restricted Shares in accordance with this Restricted Stock Agreement,
         all the Restricted Shares, together with any Stock Dividends, then
         being held by the Corporation (or subject to its instructions) in
         accordance with paragraph 2 shall be forfeited, and you shall have no
         further rights of any kind or nature with respect thereto. Upon any
         such forfeiture, the Restricted Shares, together with any Stock
         Dividends, shall be transferred to the Corporation.

6.       Transferability

         The Restricted Shares and any Stock Dividends are not transferable by
         you otherwise than by will or by the laws of descent and distribution
         and shall be deliverable, during your lifetime, only to you.

7.       Investment Intent

         By your acceptance of this Restricted Stock Agreement, you confirm that
         you are acquiring the Restricted Shares for investment and not with a
         view

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         to their resale in a distribution within the meaning of the Securities
         Act of 1933.

8.       Withholding

         The Corporation shall have the right, in connection with the delivery
         of the Restricted Shares and any Stock Dividends subject to this
         Restricted Stock Agreement, (i) to deduct from any payment otherwise
         due by the Corporation to you or any other person receiving delivery of
         the Restricted Shares and any Stock Dividends an amount equal to any
         taxes required to be withheld by law with respect to such delivery,
         (ii) to require you or any other person receiving such delivery to pay
         to it an amount sufficient to provide for any such taxes so required to
         be withheld or (iii) to sell such number of the Restricted Shares and
         any Stock Dividends as may be necessary so that the net proceeds of
         such sale shall be an amount sufficient to provide for any such taxes
         so required to be withheld.

9.       Applicable Law

         This Restricted Stock Agreement and the Corporation's obligation to
         deliver Restricted Shares and any Stock Dividends hereunder shall be
         governed by and construed and enforced in accordance with the laws of
         Delaware and the Federal law of the United States.

                                    ROCKWELL INTERNATIONAL CORPORATION


                                    By:
                                       -----------------------------------------
                                         W. J. Calise, Jr.
                                         Senior Vice President, General Counsel
                                         and Secretary

         Attachment 1 - Stock Transfer Power

         Dated:

         Agreed to as of the        day of             .
                             -----         ------------

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

         Address:


         Social Security No.:

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         Attachment 1


                 STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE

                  FOR VALUE RECEIVED, I,             , hereby sell, assign and
         transfer unto Rockwell International Corporation (the Corporation) (i)
         the       shares (the Shares) of the Common Stock of the Corporation
         transferred to me as of              as Restricted Shares pursuant to
         resolutions of the Corporation's Board of Directors adopted September
         1, 1999 under the heading "Directors' Compensation," and standing in my
         name on the books of the Corporation and evidenced by book entries
         dated that date; and (ii) any additional shares of the Corporation's
         Common Stock, other securities issued by the Corporation or securities
         of another entity (Stock Dividends) distributed, paid or payable on or
         in respect of the Shares and Stock Dividends during the period the
         Shares and Stock Dividends are held by the Corporation pursuant to a
         certain Restricted Stock Agreement dated             , with respect to
         the Shares; and I do hereby irrevocably constitute and appoint
                                                , attorney with full power of
         substitution in the premises to transfer the Shares on the books of the
         Corporation.
         Dated:


                                                 -------------------------------
                                                                   (Signature)
         WITNESS:


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