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                                                                  Exhibit 10-b-8


                       ROCKWELL INTERNATIONAL CORPORATION

                MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL
            INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN
            --------------------------------------------------------
                  ADOPTED BY BOARD OF DIRECTORS ON JUNE 6, 2001

1. Amend Section 2 to redesignate paragraphs (y) through (bb) as paragraphs (bb)
through (ee), respectively, and to add new, or amend redesignated, paragraphs
(n), (p), (x), (y), (z) and (aa), respectively, to read in their entirety as
follows:

                  (n) Meritor. Meritor Automotive, Inc., a Delaware corporation,
and effective July 7, 2000, ArvinMeritor, Inc., an Indiana corporation.

                  (p) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of business on
May 31, 1996 who then held one or more outstanding Options or Stock Appreciation
Rights and who on or before the close of business on the Merger Closing Date
became an employee of United Space Alliance, LLC (USA) immediately upon
termination of employment (by retirement or otherwise) by Rockwell or a
subsidiary corporation of Rockwell, but only for purposes of determining such an
Employee's rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such an Employee shall remain an
employee of USA and the Corporation, Boeing North American, Boeing or any of
their respective subsidiaries shall continue to own at least 50% of the total
ownership interests in USA; (iii) any Employee (a Continuing Boeing Participant)
as of the opening of business on the Merger Closing Date who then held one or
more outstanding Options or Stock Appreciation Rights and who as of the close of
business on the Merger Closing Date remained or became an employee of Boeing
North American, Boeing or any of their respective subsidiaries, but only for
purposes of determining such an Employee's rights with respect to his or her
outstanding Options or Stock Appreciation Rights and only so long as such an
Employee shall remain an employee of Boeing North American, Boeing or any of
their respective subsidiaries; (iv) any Employee (a Continuing Meritor
Participant) as of the opening of business on the Distribution Date who then
held one or more outstanding Options or Stock Appreciation Rights and who as of
the close of business on the Distribution Date remained or became an employee of
Meritor or any of its subsidiaries, but only for purposes of determining such an
Employee's rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such an Employee shall remain an
employee of Meritor or any of its subsidiaries; (v) any Employee (a Continuing
Rockwell Collins Participant) as of the opening of business on the Rockwell
Collins Distribution Date who then held one or more outstanding Options or Stock
Appreciation Rights and who on or before the close of business on the Rockwell
Collins Distribution Date remained or became an employee of Rockwell Collins or
any of its subsidiaries, but only for purposes of determining such an Employee's
rights with respect to his or her outstanding Options or Stock Appreciation
Rights and only so long as such an Employee shall remain an employee of Rockwell
Collins or any of its subsidiaries; and (vi) any Employee (a Continuing Rockwell
Science Center Participant) as of the opening of business on the Rockwell
Collins Distribution
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Date who then held one or more outstanding Options or Stock Appreciation Rights
and who on or before the close of business on the Rockwell Collins Distribution
Date remained or became an employee of Rockwell Science Center or any of its
subsidiaries, but only for purposes of determining such an Employee's rights
with respect to his or her outstanding Options or Stock Appreciation Rights and
only so long as such an Employee shall remain an employee of Rockwell Science
Center or any of its subsidiaries.

                  (x) Rockwell. Rockwell International Corporation, a Delaware
corporation incorporated in 1996, and any successor thereto.

                  (y) Rockwell Collins. Rockwell Collins, Inc., a Delaware
corporation, and any successor thereto.

                  (z) Rockwell Collins Distribution Date. The Distribution Date
as defined in the Distribution Agreement, dated as of June 29, 2001, by and
among Rockwell, Rockwell Collins and Rockwell Science Center relating, among
other things, to the distribution of shares of Rockwell Collins Common Stock to
Rockwell's shareowners.

                  (aa) Rockwell Science Center. Rockwell Scientific Company LLC,
a Delaware limited liability company, and any successor thereto.

2. Amend Sections 9(d), (e) and (f) to read in their entirety as follows:

                  (d) If the employment by the Corporation of a Participant, the
employment by USA of a Continuing USA Participant, the employment by Boeing
North American, Boeing or any of their respective subsidiaries of a Continuing
Boeing Participant, the employment by Meritor or any of its subsidiaries of a
Continuing Meritor Participant, the employment by Rockwell Collins or any of its
subsidiaries of a Continuing Rockwell Collins Participant or the employment by
Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell
Science Center Participant who (or whose permitted transferee) holds an
outstanding Grant of Options or Stock Appreciation Rights terminates by reason
of the death of the Participant, the Continuing USA Participant, the Continuing
Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell
Collins Participant or the Continuing Rockwell Science Center Participant, the
Options or Stock Appreciation Rights subject to that Grant and not theretofore
exercised may be exercised from and after the date of the death of the
Participant, the Continuing USA Participant, the Continuing Boeing Participant,
the Continuing Meritor Participant, the Continuing Rockwell Collins Participant
or the Continuing Rockwell Science Center Participant for a period of three
years (or until the expiration date specified in the Grant if earlier) even if
any of them was not exercisable at the date of death.

                  (e) If a Participant, a Continuing USA Participant, a
Continuing Boeing Participant, a Continuing Meritor Participant, a Continuing
Rockwell Collins Participant or a Continuing Rockwell Science Center Participant
who (or whose permitted transferee) holds an outstanding Grant of Options or
Stock Appreciation Rights


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retires under a retirement plan of the Corporation, USA, Boeing North American,
Boeing, Meritor, Rockwell Collins or Rockwell Science Center or any of their
respective subsidiaries, at any time after a portion thereof has become
exercisable, the Options or Stock Appreciation Rights subject to that Grant and
not theretofore exercised may be exercised from and after the date upon which
they are first exercisable under that Grant for a period of five years from the
date of retirement (or until the expiration date specified in the Grant if
earlier) even if any of them was not exercisable at the date of retirement,
except that the Committee may determine within 60 days before or after the
retirement date of any such grantee who retires before attaining age 62 that
such grantee (or a permitted transferee thereof) may exercise the grantee's
outstanding Option or Stock Appreciation Rights solely for such shorter period
as the Committee deems appropriate.

                  (f) If the employment by the Corporation of a Participant, the
employment by USA of a Continuing USA Participant, the employment by Boeing
North American, Boeing or any of their respective subsidiaries of a Continuing
Boeing Participant, the employment by Meritor or any of its subsidiaries of a
Continuing Meritor Participant, the employment by Rockwell Collins or any of its
subsidiaries of a Continuing Rockwell Collins Participant or the employment by
Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell
Science Center Participant who (or whose permitted transferee) holds an
outstanding Grant of Options or Stock Appreciation Rights is terminated for any
reason other than death or retirement under a retirement plan of the
Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins,
Rockwell Science Center or any of their respective subsidiaries, the Options or
Stock Appreciation Rights subject to that Grant and not theretofore exercised
may be exercised only within three months after the termination of such
employment (or until the expiration date specified in the Grant if earlier) and
only to the extent the grantee thereof (or a permitted transferee) was entitled
to exercise the Options or Stock Appreciation Rights at the time of termination
of such employment, unless and except to the extent the Committee may otherwise
determine; provided, however, that the Committee shall not in any event permit a
longer period of exercise than would have been applicable had the provisions of
paragraph (d) above been applicable.


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