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AS AMENDED FEBRUARY 2, 2000



                              DIRECTORS STOCK PLAN

                                       OF

                       ROCKWELL INTERNATIONAL CORPORATION



1.       PURPOSE OF THE PLAN.

         The purpose of the Directors Stock Plan (the Plan) is to strengthen the
         link of the compensation of non-employee directors of Rockwell
         International Corporation (Rockwell) directly with the interests of the
         shareowners.

2.       PARTICIPANTS.

         Participants in the Plan shall consist of directors of Rockwell who are
         not employees of Rockwell or any of its subsidiaries (Non-Employee
         Director). The term "subsidiary" as used in the Plan means a
         corporation more than 50% of the voting stock of which, or an
         unincorporated business entity more than 50% of the equity interest in
         which, shall at the time be owned directly or indirectly by Rockwell.

3.       SHARES RESERVED UNDER THE PLAN.

         Subject to the provisions of Section 10 of the Plan, there shall be
         reserved for delivery under the Plan shares of Common Stock of Rockwell
         (Shares) in the following aggregate amounts: 75,000 Shares under
         Section 6; 150,000 Shares under Section 8; and 75,000




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         Shares under Section 9. Shares to be delivered under the Plan may be
         authorized and unissued Shares, Shares held in treasury or any
         combination thereof.

4.       ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Compensation and Management
         Development Committee of the Board of Directors of Rockwell (the
         Committee). The Committee shall have authority to interpret the Plan,
         and to prescribe, amend and rescind rules and regulations relating to
         the administration of the Plan, and all such interpretations, rules and
         regulations shall be conclusive and binding on all persons.

5.       EFFECTIVE DATE OF THE PLAN.

         The Plan, as amended on December 6, 1995, shall be submitted to the
         shareowners of Rockwell for approval at the Annual Meeting of
         Shareowners to be held on February 7, 1996, or any adjournment thereof,
         and, if approved by the shareowners, shall become effective on the date
         and at the time of such approval. The Plan approved at the Annual
         Meeting of Shareowners held February 1, 1995 shall be in full force and
         effect if the Plan, as amended, is not so approved.

6.       AWARD OF SHARES.

         Each Non-Employee Director who is elected a director at, or who was
         previously elected and continues as a director after, any Annual
         Meeting of Shareowners of Rockwell shall receive an award of 400 Shares
         effective immediately after that Annual Meeting. Each



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         Non-Employee Director who is elected a director at any meeting of the
         Board shall receive effective immediately after that meeting an award
         of 400 Shares if elected after the annual meeting and prior to May 1;
         an award of 300 Shares if elected between May 1 and July 31; an award
         of 200 Shares if elected between August 1 and October 31; and an award
         of 100 Shares if elected between November 1 and the next annual
         meeting. A participant shall not be required to make any payment for
         any Shares delivered under the Plan. Upon the delivery of Shares under
         the Plan, the recipient shall have the entire beneficial ownership
         interest in, and all rights and privileges of a shareowner as to those
         Shares, including the right to vote the Shares and to receive dividends
         thereon.

         Each Non-Employee Director may elect each year, not later than December
         31 of the year preceding the year in which the annual award of Shares
         is to be made, to receive the annual grant in the form of restricted
         stock (Restricted Shares). Upon receipt of Restricted Shares, the
         recipient shall have the right to vote the Shares and to receive
         dividends thereon, and the Shares shall have all the attributes of
         outstanding shares, except that certificates for such Shares shall be
         delivered to and held by Rockwell until ten days after the recipient
         retires from the Board under the Board's retirement policy or if the
         recipient resigns from the Board or ceases to be a Director by reason
         of the antitrust laws, compliance with Rockwell's conflict of interest
         policies, death, disability or other circumstances the Board determines
         not to be adverse to the best interests of Rockwell, when certificates
         so held shall be delivered to the Director and cease to be Restricted
         Shares. If a Change of Control as defined in Article III, Section
         13(I)(1) of Rockwell's




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         By-Laws shall occur, then the restrictions on all shares granted as
         Restricted Shares under the Plan at any time before the occurrence of
         that Change of Control shall forthwith lapse, those Shares shall cease
         to be Restricted Shares and certificates for those Shares shall be
         delivered as promptly as practicable to the Directors in whose names
         they are registered.

7.       RESTRICTION ON TRANSFER OF SHARES.

         No Shares received by a participant under Section 6 or 9 of the Plan
         may be sold, assigned, transferred, pledged or otherwise encumbered or
         disposed of for a period of six months after receipt of those Shares,
         except in the case of the participant's death or disability during that
         six-month period.

8.       STOCK OPTIONS.

         Each Non-Employee Director who is elected a director at, or who was
         previously elected and continues as a director after, any Annual
         Meeting of Shareowners of Rockwell shall receive an option to purchase
         1,000 Shares immediately after that Annual Meeting; provided, however,
         that if R. M. Bressler, J. D. Nichols and J. F. Toot are reelected
         directors at the Corporation's 1996 Annual Meeting, options to purchase
         9,000, 9,000 and 5,000 Shares, respectively, shall be granted to them
         immediately thereafter. Each Non-Employee Director who is elected a
         director at any meeting of the Board shall receive immediately after
         that meeting an option to purchase 1,000 Shares if elected after the
         annual meeting and prior to May 1; an option to purchase 750 Shares if
         elected between May 1 and July 31; an option to purchase 500 Shares if
         elected between August 1 and



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         October 31; and an option to purchase 250 Shares if elected between
         November 1 and the next annual meeting. The exercise price for each
         option so granted shall be one-hundred percent (100%) of the closing
         price (the fair market value) of the Common Stock of Rockwell on the
         date of grant as reported in the New York Stock Exchange - Composite
         Transactions (or on the next preceding day such stock was traded if it
         was not traded on the date of grant).

         The purchase price of the Shares with respect to which an option or
         portion thereof is exercised shall be payable in full in cash, shares
         of Common Stock of Rockwell valued at their fair market value on the
         date of exercise, or a combination thereof. Each option may be
         exercised in whole or in part at any time after it becomes exercisable;
         and each option shall become exercisable in approximately three equal
         installments on each of the first, second and third anniversaries of
         the date the option is granted. No option shall be exercisable prior to
         one year nor after ten years from the date of the grant thereof;
         provided, however, that if the holder of an option dies, the option may
         be exercised from and after the date of the optionee's death for a
         period of three years (or until the expiration date specified in the
         option if earlier) even if it was not exercisable at the date of death.
         Moreover, if an optionee retires at age 72 or prior thereto with at
         least ten years service, all options then held by such optionee shall
         be exercisable even if they were not exercisable at such retirement
         date; provided, however, that each such option shall expire at the
         earlier of five years from the date of the optionee's retirement or the
         expiration date specified in the option. If a Change of Control as
         defined in Article III, Section 13(I)(1) of



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         Rockwell's By-Laws shall occur, then all options then outstanding
         pursuant to the Plan shall forthwith become fully exercisable whether
         or not otherwise then exercisable.

         Options granted under the Plan are not transferable other than (i) by
         will or by the laws of descent and distribution; or (ii) by gift to the
         grantee's spouse or natural, adopted or step-children or grandchildren
         (immediate family members) or to a trust for the benefit of one or more
         of the grantee's immediate family members or to a family charitable
         trust established by the grantee or a member of the grantee's family.
         If an optionee ceases to be a director while holding unexercised
         options, such options are then void, except in the case of (i) death,
         (ii) disability, (iii) retirement after attaining the age of 72 or
         having completed ten years service as a director, or (iv) resignation
         from the Board for reasons of the antitrust laws, compliance with the
         Corporation's conflict of interest policies or other circumstances that
         the Committee may determine as serving the best interests of Rockwell.

9.       SHARES IN LIEU OF CASH COMPENSATION.

         Each Non-Employee Director may elect each year, not later than December
         31 of the year preceding the year as to which deferral of fees is to be
         applicable, to defer all or any portion of the cash retainer to be paid
         for board, committee or other service in the following calendar year
         through the issuance or transfer of Restricted Shares, valued at the
         closing price on the New York Stock Exchange - Composite Transactions
         on the date when each payment of such retainer amount would otherwise
         be made in cash. Such





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         Restricted Shares shall be the same as and subject to the same
         provisions as are applicable to the Restricted Shares issued or
         delivered pursuant to Section 6 of the Plan.

10.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

         If there shall be any change in or affecting Shares on account of any
         merger, consolidation, reorganization, recapitalization,
         reclassification, stock dividend, stock split or combination, or other
         distribution to holders of Shares (other than a cash dividend), there
         shall be made or taken such amendments to the Plan and such adjustments
         and actions thereunder as the Board may deem appropriate under the
         circumstances.

11.      GOVERNMENT AND OTHER REGULATIONS.

         The obligations of Rockwell to deliver Shares under Section 6 of the
         Plan or upon exercise of options granted under Section 8 of the Plan
         shall be subject to (i) all applicable laws, rules and regulations and
         such approvals by any governmental agencies as may be required,
         including, without limitation, compliance with the Securities Act of
         1933, as amended, and (ii) the condition that such shares shall have
         been duly listed on the New York Stock Exchange.

12.      AMENDMENT AND TERMINATION OF THE PLAN.

         The Plan may be amended by the Board in any respect, provided that,
         without shareowner approval, no amendment shall (i) materially increase
         the maximum number of shares of Common Stock available for delivery
         under the Plan (other than adjustments pursuant to





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         Section 10 hereof), (ii) materially increase the benefits accruing to
         participants under the Plan, or (iii) materially modify the
         requirements as to eligibility for participation in the Plan, and
         provided, further, that Section 6 of the Plan may not be amended more
         than once every six months except to comport with the changes in the
         Internal Revenue Code of 1986, as amended, the Employee Retirement
         Income Securities Act of 1974, as amended, or the regulations under
         either thereof. The Plan may also be terminated at any time by the
         Board.

13.      MISCELLANEOUS.

         (a)      Nothing contained in this Plan shall be deemed to confer upon
                  any person any right to continue as a director of or to be
                  associated in any other way with Rockwell.
         (b)      To the extent that Federal laws do not otherwise control, the
                  Plan and all determinations made and actions taken pursuant
                  hereto shall be governed by the law of the State of Delaware.


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