<PAGE>

                                                                  EXHIBIT 10-f-1


                                ROCKWELL COLLINS

                           DEFERRED COMPENSATION PLAN


The purpose of this Plan is to provide certain specified benefits to a select
group of management and highly compensated employees who contribute materially
to the continued growth, development and future business success of Rockwell
International Corporation and its affiliates. This Plan is unfunded for tax
purposes and for purposes of Title I of ERISA.

This Plan is a continuation of the Rockwell International Corporation Deferred
Compensation Plan. Effective as of June 29, 2001, Rockwell Collins, Inc. assumed
such plan and all liabilities thereunder with respect to the Rockwell Collins
Participants (as defined in the Employee Matters Agreement). Such plan has been
renamed as the Rockwell Collins Deferred Compensation Plan.

                             ARTICLE I: DEFINITIONS

1.010 ACCOUNT means one of the accounts established for the purpose of measuring
and determining a Participant's interest in this Plan, such accounts being the
Participant's Deferral Account and Company Match Account.

1.020 ACCOUNT BALANCE means, with respect to each Participant, an account in the
records of the Company equal to the sum of the Participant's:

(a)   Deferral Account balance, and

(b)   Company Match Account balance.

The Account Balance (and each underlying balance making up such Account Balance)
is a bookkeeping entry only and will be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his
designated Beneficiary, pursuant to this Plan.

1.030 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
<PAGE>
(c)   any other company deemed to be an Affiliate by the Company's Board of
      Directors.

1.040 ANNUAL COMPANY MATCH AMOUNT for any Plan Year means the amount determined
in accordance with Section 3.030.

1.050 ANNUAL DEFERRAL AMOUNT means that portion of a Participant's Base Annual
Salary and/or Incentive Compensation which a Participant elects to have
deferred, in accordance with Article III, for any one Plan Year. In the event of
a Participant's Retirement, Disability (if deferrals cease in accordance with
Section 9.020), death or a Termination of Employment prior to the end of a Plan
Year, such year's Annual Deferral Amount will be the actual amount withheld
prior to such event.

1.060 ANNUAL INSTALLMENT METHOD means a benefit payment method involving a
series of annual installment payments over the number of years selected by the
Participant in accordance with this Plan, which will be calculated in the manner
set forth in this Section. The Account Balance of the Participant will be
determined as of the close of business on the last business day of the calendar
year. The annual installment will be calculated by multiplying this balance by a
fraction, the numerator of which is one (1), and the denominator of which is the
remaining number of annual payments due the Participant. (By way of example, if
a Participant were to elect a 10-year payment under the Annual Installment
Method, the first payment would be one-tenth (1/10) of the Account Balance,
calculated as described in this definition. The following year, the payment
would be one-ninth (1/9) of the Account Balance, calculated as described in this
definition.) Each annual installment will be paid within the first sixty (60)
days of the calendar year following the applicable year.

1.070 BASE ANNUAL SALARY means the annual cash compensation relating to services
performed during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year, excluding
bonuses, commissions, overtime, fringe benefits, stock options, relocation
expenses, incentive payments, non-monetary awards, directors fees and other
fees, automobile and other allowances (whether or not such allowances are
included in the Employee's gross income) paid to a Participant for employment
services rendered. Base Annual Salary will be calculated before reduction for
compensation voluntarily deferred or contributed by the Participant pursuant to
all qualified or non-qualified plans of the Company or any Affiliate and will be
calculated to include amounts not otherwise included in the Participant's gross
income under Code Section 125, 402(e)(3), 402(h), or 403(b), pursuant to plans
established by the Company or an Affiliate; provided, however, that all such
amounts will be included in compensation only to the extent that, had there been
no such plan, the amount would have been payable in cash to the Participant.

1.080 BENEFICIARY means one or more persons, trusts, estates or other entities,
designated in accordance with Article X who or which are entitled to receive
benefits under this Plan upon the death of a Participant.

1.090 BENEFICIARY DESIGNATION FORM means the form established from time to time
by the Committee or its delegate that a Participant completes, signs and returns
to the Committee or its delegate, in order to designate one or more
Beneficiaries.


                                       2
<PAGE>
1.100 BOARD OF DIRECTORS means the Company's Board of Directors.

1.110 CHANGE OF CONTROL means any of the following occurring at any time after
June 29, 2001:

(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 (i), 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, Rockwell
or any corporation controlled by the Company or Rockwell or (z) any acquisition
pursuant to a transaction which complies with clauses (1), (2) and (3) of
subsection (c) of this Section 1.110; or

(b)   Individuals who, as of June 29, 2001, 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

(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, of Rockwell 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


                                       3
<PAGE>
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.

1.120 CODE means the Internal Revenue Code of 1986, as from time to time
amended.

1.130 COMMITTEE means the Compensation and Management Development Committee
of the Board of Directors.

1.140 COMPANY means Rockwell Collins, Inc., a Delaware corporation and its
predecessor, Rockwell International Corporation.

1.150 COMPANY MATCH ACCOUNT means:

(a)   the sum of all of a Participant's Annual Company Match Amounts,

(b)   adjusted by amounts credited or debited (gains or losses) thereto, in
      accordance with the provisions of Section 4.020(b), as such provisions
      relate to such Company Match Account, and

(c)   reduced by any amount debited thereon equal to the amount of all
      distributions made to the Participant or his Beneficiary pursuant to this
      Plan which are related to such Company Match Account.

1.160 DEDUCTION LIMITATION means the following described limitation on a benefit
that may otherwise be distributable pursuant to the provisions of this Plan.
Except as otherwise provided, this limitation will be applied to all
distributions that are "subject to the Deduction Limitation" under this Plan. If
the Company determines in good faith prior to a Change of Control that there is
a reasonable likelihood that any compensation paid to a Participant for a
taxable year of the Company would not be deductible by the Company solely by
reason of the limitation under Code Section 162(m), then, to the extent deemed
necessary by the Company to ensure that the entire amount of any distribution to
the Participant pursuant to this Plan prior to the Change of Control is
deductible, the Company may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation will continue to be
credited/debited with additional amounts in accordance with Section 4.020(b),
even if such amount is being paid out in installments. The amounts so deferred
and amounts credited thereon will be distributed to the Participant or his
Beneficiary (in the event of the Participant's death) at the earliest possible
date, as determined in good faith by the Company, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Company during which the distribution is made will not be limited by
Section 162(m), or if earlier, the effective date of a Change of Control.


                                       4
<PAGE>
Notwithstanding anything to the contrary in this Plan, the Deduction Limitation
will not apply to any distributions made after a Change of Control.

1.170 DEFERRAL ELECTION means an election made pursuant to Article III by a
Participant to defer receipt of a part of his Base Annual Salary or to defer
receipt of all or a part of his Incentive Compensation.

1.180 DEFERRAL ELECTION FORM means the form established from time to time by the
Committee or its delegate that a Participant completes, signs and returns to the
Committee or its delegate to make a Deferral Election pursuant to Article III,
in order to defer receipt of a part of his Base Annual Salary or to defer
receipt of all or a part of his Incentive Compensation.

1.190 DETERMINATION DATE which only has applicability with respect to the
provisions of Appendix A of this Plan, as such appendix applies to the interests
of individuals who were participants in a Predecessor Plan and as it defines the
value from time to time of amounts deferred under such Predecessor Plans prior
to the Effective Date, means the last day of each calendar year quarter (i.e.,
March 31st, June 30th, September 30th and December 31st).

1.200 DISABILITY means a period of disability during which a Participant
qualifies for permanent disability benefits under the Company's or an
Affiliate's long-term disability plan, or, if a Participant does not participate
in such a plan, a period of disability during which the Participant would have
qualified for permanent disability benefits, if the Participant had been a
participant in such a plan, as determined. If the Company and its Affiliates do
not sponsor such a plan, or if they should discontinue sponsoring such a plan,
Disability shall be determined by the Committee or its delegate.

1.210 EFFECTIVE DATE means June 1, 2000 for this Plan and means, respectively
for Rockwell, April 3, 1985.

1.220 ELIGIBLE EMPLOYEE means any Employee who is employed in the United States
by the Company or an Affiliate and whose Base Annual Salary as of the beginning
of a Plan Year is equal to or greater than One Hundred Thousand Dollars
($100,000.00) and who is a Rockwell Collins Participant (as defined in the
Employee Matters Agreement).

1.230 EMPLOYEE means any person who is employed by the Company or by an
Affiliate.

1.240 EMPLOYEE MATTERS AGREEMENT means the Employee Matters Agreement dated
as of June 29, 2001 Rockwell International Corporation, New Rockwell Collins,
Inc. and Rockwell Scientific Company LLC.

1.250 ERISA means the Employee Retirement Income Security Act of 1974, as from
time to time amended.

1.260 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

1.270 INCENTIVE COMPENSATION means any award payable to a Participant under an
Incentive Compensation Plan sponsored by the Company or an Affiliate which, but
for a Deferral Election


                                       5
<PAGE>
under the Plan, would be paid to the Participant and considered to be "wages"
for purposes of United States federal income tax withholding.

1.280 INCENTIVE COMPENSATION DEFERRAL means a deferral by a Participant of part
or all of his Incentive Compensation otherwise payable to him with respect to a
particular fiscal year of the Company.

1.290 INCENTIVE COMPENSATION DEFERRAL ACCOUNT means:

(a)   the sum of all of a Participant's Incentive Compensation Deferrals,

(b)   adjusted by amounts credited or debited (gains or losses) thereto, in
      accordance with the provisions of Section 4.020(b) which are related to
      such Incentive Compensation Deferral Account, and

(c)   reduced by any amount debited thereon equal to the amount of all
      distributions made to the Participant or his Beneficiary pursuant to this
      Plan which are related to such Incentive Compensation Deferral Account.

1.300 INTEREST RATE. One-twelfth of the annual interest rate for quarterly
compounding that is one hundred and twenty percent (120%) of the "applicable
Federal long-term rate" determined by the Secretary of the Treasury pursuant to
Code Section 1274(d), or any successor provision, as applicable for each of the
months in the three-month period ending on the last day of each calendar year
quarter.

1.310 MEASUREMENT FUNDS means the investment vehicles offered under this Plan
which are identified and described in Appendix B, each of whose purpose is to
mirror, to the greatest extent reasonably possible, the investment performance
of a particular benchmark mutual fund sponsored and offered by Fidelity
Investments, each of which benchmark mutual funds is also described in the said
Appendix B.

1.320 NAMED FIDUCIARY means the Committee, its delegates, the Trustee and,
following the occurrence of a Change of Control, the third-party fiduciary
described in Section 13.020 of this Plan.

1.330 NON-QUALIFIED SAVINGS PLAN means the Rockwell Collins Non-Qualified
Savings Plan, as amended from time to time.

1.340 PARTICIPANT means any (a) Rockwell Collins Participant (as defined in the
Employee Matters Agreement) on whose behalf account balances were retained under
this Plan effective as of June 29, 2001 and (b) an Eligible Employee:

(1)   who is an employee of Rockwell Collins, Inc. (or one of its Affiliate);

(2)   who elects to participate in the Plan;

(3)   who signs a Participation Agreement Form and a Beneficiary Designation
      Form;


                                       6
<PAGE>
(4)   whose signed Participation Agreement Form and Beneficiary Designation
      Form are accepted by the Committee or its delegate;

(5)   who commences participation in the Plan; and

(6)   who has not elected to terminate participation in the Plan.

A spouse or former spouse of a Participant will not be treated as a Participant
in the Plan or have an Account Balance under the Plan, even if the spouse or
former spouse has an interest in the Participant's benefits under the Plan as a
result of applicable law or property settlements resulting from legal separation
or divorce.

Notwithstanding any other provision of this Plan to the contrary, no Eligible
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.

1.350 PARTICIPATION AGREEMENT means a written agreement, as may be amended from
time to time, which is provided by an Eligible Employee or Participant to
Committee or its delegate and is then accepted and approved by the said
Committee or delegate. Each such Participation Agreement will provide for the
entire benefit to which such Participant is entitled under the Plan. The
Participation Agreement bearing the latest date of acceptance by the Committee
or its delegate will supersede all previous such Participation Agreements in
their entirety and will govern the Eligible Employee's or Participant's
entitlement to benefits hereunder. The terms of any such Participation Agreement
may be different for a particular Participant and may provide additional
benefits not set forth in the Plan or may limit the benefits otherwise provided
under the Plan; provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Committee or its delegate and the
Participant.

1.360 PLAN means this Rockwell Collins Deferred Compensation Plan, which is
evidenced by this instrument and by the forms associated with the said
instrument, as they may be amended from time to time.

1.370 PLAN YEAR means each twelve-month period ending on the last day of
December.

1.380 PREDECESSOR PLAN means the deferred compensation arrangements (namely the
Rockwell International Corporation Deferred Compensation Plan) which were in
effect and applicable to certain of the Participants hereunder immediately prior
to the Effective Date of this Plan, as such arrangements were administered
during the period preceding such Effective Date, it being specifically
understood and herein provided that such Predecessor Plans form parts of this
Plan. To the extent a Predecessor Plan remains in effect with respect to a
Participant, it will be governed by the terms of this Plan, except as otherwise
provided in Appendix A.

1.390 PRE-RETIREMENT SURVIVOR BENEFIT means the benefit set forth in Article
VII.

1.400 QUALIFIED SAVINGS PLAN means the Rockwell Collins Salaried Savings Plan,
as amended from time to time.


                                       7
<PAGE>
1.410 RETIREMENT, RETIRE(S) or RETIRED means, with respect to an Employee,
severance from employment with the Company and all of its Affiliates for any
reason other than a leave of absence, death or Disability on or after the
attainment of his normal retirement or early retirement age.

1.420 RETIREMENT BENEFIT means the benefit set forth in Article VI.

1.430 SALARY DEFERRAL ACCOUNT means:

(a)   the sum of all of a Participant's Annual Salary Deferral Amounts,

(b)   adjusted by amounts credited or debited (gains or losses) thereto, in
      accordance with the provisions of Section 4.020(b), as such provisions
      relate to such Salary Deferral Account, and

(c)   reduced by any amount debited thereon equal to the amount of all
      distributions made to the Participant or his Beneficiary pursuant to this
      Plan which are related to such Salary Deferral Account.

1.440 SHORT-TERM PAYOUT means the payout set forth in Section 5.010 of the
Plan.

1.450 TERMINATION BENEFIT means the benefit set forth in Article VIII.

1.460 TERMINATION OF EMPLOYMENT means the severing of a Participant's employment
with the Company and all Affiliates, voluntarily or involuntarily, for any
reason other than Retirement, Disability, death or an authorized leave of
absence.

1.470 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").

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

1.490 TRUSTEE means Wells Fargo Bank N.A., or any successor trustee of the
Trust described in Section 1.480 of this Plan.

1.500 UNFORESEEABLE FINANCIAL EMERGENCY means an unanticipated emergency that is
caused by an event beyond the control of the Participant which would result in
severe financial hardship to the Participant and which itself results from:

(a)   a sudden and unexpected illness or accident of the Participant or a
      dependent of the Participant,

(b)   a loss of the Participant's property due to casualty, or


                                       8
<PAGE>
(c)   such other extraordinary and unforeseeable circumstances arising as a
      result of events beyond the control of the Participant, all as determined
      in the discretion of the Committee or its delegate.

                           ARTICLE II: PARTICIPATION

2.010 SELECT GROUP DEFINED. Since participation in the Plan is intended to be
limited to a select group of management and highly compensated Employees, the
Plan is only available to Eligible Employees of the Company and its Affiliates.

2.020 COMMENCEMENT OF PARTICIPATION. As a condition to initial participation in
this Plan, each Eligible Employee who wishes to participate in the Plan will be
required to complete, execute and return to the Committee or its delegate a
Participation Agreement Form and a Beneficiary Designation Form.

In the case of such an Eligible Employee's initial election to become a
Participant in a particular Plan Year, such documentation must be provided by
the Eligible Employee to the Committee or its delegate within sixty (60) days
following his being notified of his status as an Eligible Employee.

Notwithstanding the above, in the case of the Plan Year commencing on January 1,
2000, each Eligible Employee will be required to provide the Committee or its
delegate with the above Participation Agreement Form and Beneficiary Designation
Form on or before May 15, 2000, in order to evidence his desire to participate
in the Plan in such Plan Year.

If an Eligible Employee has met all enrollment requirements set forth in this
Plan and required by the Committee or its delegate (including returning all
required documents to the Committee or its delegate) in the time frames
described in the above subsections, that the Eligible Employee will become a
Plan Participant on the first day of the month following the month in which he
completes all such enrollment requirements, except that, if an individual
becomes an Eligible Employee during the last three months of a calendar year,
that Eligible Employee will become a Plan Participant on the first day of the
next calendar year.

If an Eligible Employee fails to meet all such requirements within the period
required, in accordance with subsections (a) and (b) of this Section, that
Eligible Employee will not be entitled to participate in the Plan until the
first day of a subsequent Plan Year following the delivery to and acceptance by
the Committee or its delegate of the required documents. In addition, the
Committee or its delegate will establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.

2.030 TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee or its
delegate determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with ERISA
Sections 201(2), 301(a)(3) and 401(a)(1), the Committee will have the
right, in its sole discretion, to:


                                       9
<PAGE>
(a)   terminate any deferral election the Participant has made for the
      remainder of the Plan Year in which the Participant's membership status
      changes,

(b)   prevent the Participant from making future deferral elections and/or

(c)   immediately distribute the Participant's then Account Balance as a
      Termination Benefit and terminate the Participant's participation in the
      Plan.

                ARTICLE III: DEFERRAL AND COMPANY MATCH CREDITS

3.010 BASE ANNUAL SALARY DEFERRAL. Each Plan Participant will be permitted to
make an irrevocable election to defer (such Deferral Election to be made in
whole percentages) receipt of an amount equal to one percent (1%) through fifty
percent (50%) of his Base Annual Salary.

(a)   If an Eligible Employee first becomes a Participant after the first day
      of a Plan Year, or in the case of the Plan Year beginning on January 1,
      2000, if such Base Annual Salary Deferral Election goes into effect for
      the period between June 1, 2000 through December 31, 2000, the Base
      Annual Salary Deferral will be for an amount equal to the percentage
      set forth above, multiplied by a fraction, the numerator of which is
      the number of complete months remaining in the Plan Year and the
      denominator of which is twelve (12), with the effect that the
      Participant's deferred Base Annual Salary would be limited to the
      amount of salary not yet earned by the Participant as of the date the
      Participant submits a Participation Agreement Form to the Company or an
      Affiliate for acceptance.

(b)   For each succeeding Plan Year, a Participant, will be permitted, in his
      sole discretion, to make a similar irrevocable election for the
      following Plan Year (and such other elections as the Committee or its
      delegate deems necessary or desirable) and must deliver such Deferral
      Election to the Company or an Affiliate on a new Deferral Election Form
      before December 1st of the Plan Year immediately preceding the Plan
      Year for which the deferral is intended. If no such Deferral Election
      Form is timely delivered for a Plan Year, the Annual Deferral Amount
      will be zero for that Plan Year.

(c)   During each Plan Year, the Base Annual Salary Deferral Amount will be
      withheld from each regularly scheduled Base Annual Salary payroll in equal
      amounts, as adjusted from time to time for increases and decreases in Base
      Annual Salary.

3.020 INCENTIVE COMPENSATION DEFERRAL. In addition to the Base Annual Salary
deferral described in the preceding Section, each Participant will be permitted
to irrevocably elect to defer receipt of an amount equal to one percent (1%)
through one hundred percent (100%), such Deferral Election to be made in whole
percentages, of the amount of any Incentive Compensation which he might be
awarded.

In general, such Deferral Election will be made on a Deferral Election Form and
will apply to Incentive Compensation to which the Participant might be entitled
for the fiscal year immediately following such Deferral Election.


                                       10
<PAGE>
Notwithstanding the above, however, in the case of deferral of Incentive
Compensation awarded for the Company's 2000 fiscal year, such Deferral Election
will be effective for that said 2000 fiscal year, provided that the Deferral
Election is made on or before May 15, 2000.

The Incentive Compensation Deferral Amount will be withheld at the time the said
Incentive Compensation are or otherwise would be paid to the Participant,
whether or not this occurs during the Plan Year itself.

3.030 ANNUAL COMPANY MATCH AMOUNT. A Participant's Annual Company Match Amount
for any Plan Year will be equal to the amount that the Company would have
contributed to the Participant's account in the Qualified Savings Plan as a
matching contribution or other employer contribution to that Plan or would have
credited to such Participant's account in the Non-Qualified Savings Plan as a
matching credit or other similar credit, but for the fact that the Participant
elected to defer Base Annual Salary pursuant to the provisions of Section 3.010
of this Plan. The Annual Company Match Amount which is attributable to a
Participant's Annual Salary Deferral Amount for a particular Plan Year will be
calculated in the first month of the immediately succeeding Plan Year and will
be credited to the Participant's Company Match Account no later than January
31st of such succeeding Plan Year.

(a)   In the event of a Participant's Retirement or death, the Participant's
Company Match Account will be credited with the Annual Company Match Amount for
the Plan Year in which he Retires or dies.

(b)   If a Participant is not employed by the Company or an Affiliate as of the
last day of a Plan Year for any reason other than the Participant's Retirement
or death, the Annual Company Match Amount for such Plan Year will be zero.

                            ARTICLE IV: PLAN ACCOUNTS

4.010 VESTING.

(a)   A Participant will have a one hundred percent (100%) vested interest in
his Deferral Account and in his Company Match Account.

(b)   Notwithstanding anything to the contrary contained in this Plan from time
to time, in the event of a Change of Control, a Participant's Deferral Account,
Company March Account and any other interest of his under this Plan at the time
of the occurrence of the Change of Control will remain one hundred percent
(100%) vested, if such interest is already 100% vested at that time and, if such
interest is not one hundred percent (100%) vested at that time, will immediately
become one hundred (100%) vested.

4.020 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
to, the rules and procedures that are established from time to time by the
Committee or its delegate, in its sole discretion, amounts will be credited or
debited to a Participant's Account Balance in the manner set forth in the
provisions of this Section; provided, however, that the said provisions will
apply individually to, and be administered separately for, on the one hand, the
Participant's Salary


                                       11
<PAGE>
Deferral and Company Match Accounts and, on the other hand, his Incentive
Compensation Deferral Account, with the intention that that the Participant will
be permitted to make separate elections with respect to each.

(a)   Allocation to Measurement Funds. A Participant, in connection with his
initial Deferral Election in accordance with Section 3.010 or 3.020 above, will
be permitted to also elect to have one or more Measurement Funds used to
determine the amounts to be credited to his Account Balance and his election
will continue to be in effect thereafter, unless it should be changed in
accordance with subsection (c).

(b)   Crediting or Debiting Method. The performance (either positive or
negative) of each elected Measurement Fund will be determined by the Committee
or its delegate, based on the performance of the Measurement Funds themselves. A
Participant's Account Balance will be credited or debited on a daily basis based
on the performance of each Measurement Fund selected by the Participant, as
determined by the Committee or its delegate in its sole discretion, as though:

      (1) a Participant's Account Balance were actually invested in the
Measurement Fund(s) selected by the Participant as of the close of business on
any business day, at the closing price on that day;

      (2) the portion of the Annual Deferral Amount that was actually deferred
during any calendar quarter were invested in the Measurement Fund(s) selected by
the Participant, in the percentages applicable on such day, no later than the
close of business on the first business day after the day on which such amounts
are actually deferred from the Participant's Base Annual Salary through
reductions in his payroll, at the closing price on such date; and

      (3) any distribution made to a Participant that decreases such
Participant's Account Balance ceased being invested in the Measurement Fund(s),
in the applicable percentages, no earlier than one business day prior to the
distribution, at the closing price on such date.

(c)   Transfers among Measurement Funds. The Participant will be permitted to
change, on a daily basis, any previous Measurement Fund election or elections he
has made with regard to his Account Balance. The elections and changes to such
elections which a Participant makes pursuant to this subsection will be made by
means of any method (including any available telephonic or electronic method
which is acceptable to the Committee or its delegate at the time the election or
change is made by the Participant), and may be made at any time and will be
effective as of the New York Stock Exchange closing immediately following the
making of that election or change; provided, however, if it is determined by the
Committee or its delegate that an investment election made by a Participant is
invalid or defective, the Participant's election, until duly corrected by him,
will be deemed to have been made in favor of whatever short-term, money market
vehicle is available under the Plan at that time.

(d)   No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used
for measurement purposes only, and a Participant's election of any such
Measurement Fund, the allocation to his Account


                                       12
<PAGE>
Balance thereto, the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant's Account Balance will not be
considered or construed in any manner as an actual investment of his Account
Balance in any such Measurement Fund. In the event that the Company or the
Trustee, in its own discretion, decides to invest funds in any or all of the
Measurement Funds, no Participant will have any rights in or to such investments
themselves. Without limiting the foregoing, a Participant's Account Balance will
at all times be a bookkeeping entry only and will not represent any investment
made on his behalf by the Company or the Trust. The Participant will at all
times remain an unsecured creditor of the Company.

(e)   Company Reservation of Rights. Consistent with the preceding sentence,
nothing to the contrary in this Plan or any of its forms or communication
material, nor in any document associated with the Trust, should be interpreted
or understood to provide Participants or their Beneficiaries with any current,
direct rights with respect to the assets held by the Trustee in the Trust.

4.030 AMOUNTS CREDITED PURSUANT TO PREDECESSOR PLANS. Notwithstanding the
provisions of Section 4.020, in the case of amounts which were credited to any
Predecessor Plan prior to the Effective Date as incentive compensation plan
deferrals, such amounts will be separately accounted for hereunder and will
continue to be adjusted and administered (specifically including application, on
a quarterly basis, of the Interest Rate to a Participant's account in such
Predecessor Plan) in the manner previously in effect under such Predecessor Plan
and as set forth in Appendix A; provided, however, that, unless otherwise
provided in the said Appendix A, administration of such Predecessor Plan
deferrals will be in accordance with the provisions of this Plan as they apply
to amounts deferred after the Effective Date.

4.040 FICA AND OTHER TAXES.

(a)   Annual Deferral Amounts. For each Plan Year in which an Annual Deferral
Amount is being withheld from a Participant, the Company or any Affiliate
employing the Participant will withhold from that portion of the Participant's
Base Annual Salary and Incentive Compensation which is not being deferred the
Participant's share of FICA and other employment taxes on such Annual Deferral
Amount.

(b)   Company Match Amounts. When a participant becomes vested in a portion of
his Company Match Account, the Company or any Affiliate employing the
Participant will withhold from the Participant's Base Annual Salary and/or
Incentive compensation that is not deferred the Participant's share of FICA and
other employment taxes.

(c)   Distributions. The Company or any Affiliate employing the Participant, or
the Trustee of the Trust, will withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Company and the trustee of
the Trust.


                                       13
<PAGE>
                ARTICLE V: SHORT-TERM PAYOUTS AND WITHDRAWALS

5.010 SHORT-TERM PAYOUTS. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a future
Short-Term Payout from the Plan with respect to such Annual Deferral Amount.

(a)   Subject to the Deduction Limitation, the said Short-Term Payout will be a
lump sum payment in an amount that is equal to the Annual Deferral Amount, as
adjusted for amounts credited or debited in the manner provided in Section 4.020
on that amount, determined at the time that the Short-Term Payout becomes
payable (rather than at the date of a Termination of Employment).

(b)   Subject to the Deduction Limitation and the other terms and conditions of
this Plan, each Short-Term Payout elected will be paid out during a sixty (60)
day period commencing immediately after the last day of any Plan Year designated
by the Participant that is at least three Plan Years after the Plan Year in
which the Annual Deferral Amount is actually deferred. By way of example, if a
three-year Short-Term Payout is elected for Annual Deferral Amounts that are
deferred in the Plan Year commencing January 1, 2001, the three-year Short-Term
Payout would become payable during a sixty (60) day period commencing January 1,
2005.

(c)   Should an event occur that triggers a benefit under Article VI or VII, any
Annual Deferral Amount, plus amounts credited or debited thereon, that is
subject to a Short-Term Payout election under this Section will not be paid in
accordance with this Section, but will instead be paid in accordance with the
other applicable Article.

(d)   Notwithstanding any other provision in this Plan to the contrary, the
Short-Term Payout described in this Section will only be available with respect
to Annual Deferral Amounts which are deferred after the Effective Date and will
specifically not be available to amounts which were deferred by a Participant
pursuant to the provisions of a Predecessor Plan.

5.020 WITHDRAWAL FOR UNFORESEEABLE FINANCIAL EMERGENCIES.  In the event that
any Participant should encounter an Unforeseeable Financial Emergency, such
Participant may:

petition the Committee or its delegate to suspend any deferrals required to
be made on his behalf, and/or

(b)   petition the Committee or its delegate to permit him to receive a
partial or full payout from the Plan.  Such a payout will not exceed the
lesser of --

      (1)   the Participant's Account Balance, calculated as if the
Participant were receiving a Termination Benefit, or

      (2)   the amount reasonably needed to satisfy the Unforeseeable
Financial Emergency.

If, subject to the sole discretion of the Committee or its delegate, the
petition for a suspension and/or payout is approved, suspension will take effect
on the date of approval and any payout


                                       14
<PAGE>
will be made within sixty (60) days of the date of approval. The payment of any
amount under this Section will not be subject to the Deduction Limitation.

5.030 WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, the
Participant's Beneficiary) may elect, at any time, to withdraw some or all of
the Participant's Account Balance, even though the Participant (or the
Participant's Beneficiary) has not encountered an Unforeseeable Financial
Emergency at the time of such withdrawal, but the withdrawal will be subject to
the provisions of this Section.

(a)   The amount of the withdrawal will be subject to imposition of a withdrawal
penalty equal to ten percent (10%) of such amount (the net amount being referred
to in this Section as the "Withdrawal Amount").

(b)   Such an election may be made at any time, before or after the
Participant's Retirement, Disability, death or Termination of Employment, and
whether or not the Participant (or Beneficiary) is in the process of being paid
pursuant to an installment payment schedule.

The Participant (or his Beneficiary) will be required to make this election by
giving the Committee or its delegate advance written notice of the election in a
form determined from time to time by the Committee or its delegate. The
Participant (or his Beneficiary) will be paid the Withdrawal Amount within sixty
(60) days of his election. Once a Withdrawal Amount has been paid, the
Participant's participation in the Plan will be suspended and the Participant
will not be eligible to elect Base Annual Salary Deferrals and Incentive
Compensation Deferrals, nor will he be eligible to have Annual Company Match
Amounts credited to his Company Match Account, during the three-year period
immediately following payment of the Withdrawal amount; provided, however, that
such Participant will be eligible to have a pro rata portion of the Company
Match Amount attributable to the portion of the Plan Year immediately prior to
such a withdrawal credited to his Company Match Account. The payment of this
Withdrawal Amount will not be subject to the Deduction Limitation.

                         ARTICLE VI: RETIREMENT BENEFITS

6.010 RETIREMENT BENEFIT.  Subject to the Deduction Limitation, a Participant
who Retires will receive, as a Retirement Benefit, his Account Balance.

6.020 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his
commencement of participation in the Plan, may elect in his Participation
Agreement to receive the Retirement Benefit in a lump sum or pursuant to an
Annual Installment Method of periods of from two (2) through fifteen (15) years.
The Participant may change any election he has previously made to a different
payout period permitted hereunder, but only one such a change may be made with
respect to any single election. Such change will be accomplished by the
Participant submitting a new Participation Agreement to the Committee or its
delegate, but such change will not be valid, unless it has been submitted by the
Participant and accepted by the Committee or its delegate (in the Committee's or
delegate's discretion) at least one (1) year prior to the Participant's
Retirement. The Participation Agreement most recently accepted by the Committee
or its delegate shall govern the payout of the Retirement Benefit. If a
Participant does not make any


                                       15
<PAGE>
election with respect to the payment of the Retirement Benefit, then such
benefit shall be payable in a lump sum. The lump sum payment shall be made, or
installment payments shall commence, no later than sixty (60) days after the
last day of the Plan Year in which the Participant Retires. Any payment made
shall be subject to the Deduction Limitation.

6.030 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant's unpaid Retirement Benefit payments shall continue and shall be
paid to the Participant's Beneficiary:

(a)   over the remaining number of years and in the same amounts as that benefit
would have been paid to the Participant had the Participant survived, or

(b)   in a lump sum, if requested by the Beneficiary and allowed in the sole
discretion of the Committee or its delegate, which is equal to the Participant's
unpaid remaining Account Balance.

                  ARTICLE VII: PRE-RETIREMENT SURVIVOR BENEFIT

7.010 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal
to the Participant's Account Balance if the Participant dies before he Retires,
experiences a Termination of Employment or suffers a Disability.

7.020 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
with his commencement of participation in the Plan, may elect in his
Participation Agreement whether the Pre-Retirement Survivor Benefit should be
received by his Beneficiary in a lump sum or pursuant to an Annual Installment
Method of periods of from 2 through 15 years. The Participant may annually
change this election to an allowable alternative payout period by submitting a
new Participation Agreement to the Committee or its delegate. The Beneficiary
Designation Form most recently filed with the Committee or its delegate prior to
the Participant's death will govern the payout of the Participant's
Pre-Retirement Survivor Benefit. If a Participant does not make any election
with respect to the payment of the Pre-Retirement Survivor Benefit, then such
benefit will be paid in a lump sum. Despite the foregoing, if the Participant's
Account Balance at the time of his death is less than $25,000, payment of the
Pre-Retirement Survivor Benefit may be made, in the sole discretion of the
Committee or its delegate, in a lump sum or pursuant to an Annual Installment
Method of not more than five (5) years. The lump sum payment will be made, or
installment payments will commence, no later than sixty (60) days after the last
day of the Plan Year in which the Committee or its delegate is provided with
proof that is satisfactory to the Committee or its delegate of the Participant's
death. Any payment made will be subject to the Deduction Limitation.

                      ARTICLE VIII: TERMINATION BENEFIT

8.010 TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
will receive a Termination Benefit, which will be equal to the Participant's
Account Balance if a Participant experiences a Termination of Employment prior
to his Retirement, death or Disability.


                                       16
<PAGE>
8.020 PAYMENT OF TERMINATION BENEFIT.  The form of payment of a Participant's
Account Balance, if such payment is due to the Participation's Termination of
Employment will in all cases be a lump sum.

                    ARTICLE IX: DISABILITY WAIVER AND BENEFIT

9.010 DISABILITY WAIVER.

(a)   Waiver of Deferral. A Participant who is determined by the Committee or
its delegate to be suffering from a Disability will be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from his Base Annual Salary and/or Incentive Compensation for the
Plan Year during which he first suffers a Disability. During the period of
Disability, such Participant will not be permitted to make any additional
deferral elections, but will continue to be considered a Participant for all
other purposes of this Plan.

(b)   Return to Work. If a Participant returns to employment after a Disability
ceases, the Participant may elect to defer an Annual Deferral Amount for the
Plan Year following his return to employment or service and for every Plan Year
thereafter while he is a Participant in the Plan.

9.020 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
Disability will, for benefit purposes under this Plan, continue to be considered
to be employed and will be eligible for the benefits provided for hereunder.
Notwithstanding the above, the Committee or its delegate will have the right to,
in its sole and absolute discretion and for purposes of this Plan only, and must
in the case of a Participant who is otherwise eligible to Retire, deem the
Participant to have experienced a Termination of Employment, or in the case of a
Participant who is eligible to Retire, to have Retired, at any time (or in the
case of a Participant who is eligible to Retire, as soon as practicable) after
such Participant is determined to be suffering a Disability, in which case the
Participant will receive a Disability Benefit equal to his Account Balance at
the time of the Committee's or its delegate's determination; provided, however,
that should the Participant otherwise have been eligible to Retire, he or she
will be paid in accordance with Article VI. The Disability Benefit will be paid
in a lump sum within sixty (60) days of the Committee's or its delegate's
exercise of such right. Any payment made will be subject to the Deduction
Limitation.

                       ARTICLE X: BENEFICIARY DESIGNATION

10.010 BENEFICIARY. Each Participant will have the right, at any time, to
designate his Beneficiary or Beneficiaries (both primary and contingent) to
receive any benefits payable under the Plan to a beneficiary upon the death of a
Participant. The Beneficiary designated under this Plan may be the same as or
different from the Beneficiary designation under any other plan of an Employer
in which the Participant participates.

10.020 BENEFICIARY DESIGNATION OR CHANGE OF DESIGNATION. A Participant will be
permitted to designate his Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its delegate. A
Participant will have the right to change a


                                       17
<PAGE>
Beneficiary by completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee's or its delegate's rules and
procedures, as in effect from time to time. Upon the acceptance by the Committee
or its delegate of a new Beneficiary Designation Form, all Beneficiary
designations previously filed will be canceled. The Committee or its delegate
will be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee or its delegate prior to the
Participant's death.

10.030 SPOUSAL CONSENT REQUIRED. If a Participant names someone other than his
spouse as a Beneficiary, a spousal consent, in the form designated by the
Committee or its delegate, must be signed by that Participant's spouse and
returned to the Committee or its delegate.

10.040 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
will be effective until received and acknowledged in writing by the Committee or
its delegate.

10.050 ABSENCE OF VALID BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided in the preceding Sections or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary will be deemed to be his surviving spouse. If the Participant has no
surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary will be payable to the executor or personal representative of the
Participant's estate.

10.060 DOUBT AS TO BENEFICIARY. If the Committee or its delegate has any doubt
as to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee or its delegate will have the right, exercisable in its discretion, to
withhold such payments until this matter is resolved to the Committee's or the
delegate's satisfaction.

10.070 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary will fully and completely discharge the Company and all of its
Affiliates and the Committee from all further obligations under this Plan with
respect to the Participant, and that Participant's participation in this Plan
will terminate upon such full payment of benefits.

                          ARTICLE XI: LEAVE OF ABSENCE

11.010 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Company or
the Affiliate employing the Participant for any reason to take a paid leave of
absence, the Participant will continue to be considered to be an Employee and
the Annual Deferral Amount will continue to be withheld during such paid leave
of absence.

11.020 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Company or
the Affiliate employing the Participant to take an unpaid leave of absence, the
Participant will continue to be considered to be an Employee and the Participant
will be excused from making deferrals until the earlier of the date the leave of
absence expires or the Participant returns to a paid employment status. Upon
such expiration or return, deferrals will resume for the remaining portion of
the Plan Year in which the expiration or return occurs, based on the deferral
election, if any, made for that Plan Year. If no election was made for that Plan
Year, no deferral will be withheld.


                                       18
<PAGE>
               ARTICLE XII: TERMINATION, AMENDMENT OR MODIFICATION

12.010 TERMINATION. Although the Company and each Affiliate anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that the Company or any such Affiliate will continue the Plan or will not
terminate the Plan at any time in the future. Accordingly, the Company reserves
the right to discontinue sponsorship of the Plan and/or to terminate the Plan at
any time with respect to any or all of its participating Employees, by action of
the Board of Directors. Upon the termination of the Plan, the participation of
affected Participants will terminate and their Account Balances, determined as
if they had experienced a Termination of Employment on the date of Plan
termination or, if Plan termination occurs after the date upon which a
Participant was eligible to Retire, then with respect to that Participant as if
he had Retired on the date of Plan termination, will be paid to the Participants
as follows:

Prior to a Change of Control, if the Plan is terminated with respect to all of
its Participants, the Company will have the right, in its sole discretion, and
notwithstanding any elections made by the Participant, to pay such benefits in a
lump sum or pursuant to an Annual Installment Method of up to 15 years, with
amounts credited and debited during the installment period as provided herein.
If the Plan is terminated with respect to less than all of its Participants, the
Company or the Affiliate employing an affected Participant will be required to
pay such benefits in a lump sum.

12.020 AMENDMENT. The Company may, at any time, amend or modify the Plan in
whole or in part by action of the Board of Directors; provided, however, that:

no amendment or modification shall be effective to decrease or restrict the
value of a Participant's Account Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification or, if the amendment or modification occurs after the date upon
which the Participant was eligible to Retire, the Participant had Retired as of
the effective date of the amendment or modification;

(b)   no amendment or modification of this Section 12.020 Plan shall be
effective; and

(c)   the amendment or modification of the Plan shall not affect any Participant
or Beneficiary who has become entitled to the payment of benefits under the Plan
as of the date of the amendment or modification

12.030 AMENDMENT OF INDIVIDUAL PARTICIPATION AGREEMENT FORMS. Despite the
provisions of Sections 12.010 and 12.020, if a Participant's Participation
Agreement Form contains benefits or limitations that are not contained in this
Plan document, the Company or Affiliate may only amend or terminate such
provisions with the consent of the Participant.

12.040 EFFECT OF PAYMENT. The full payment of all applicable benefits hereunder
shall completely discharge all obligations to a Participant and his
Beneficiaries under this Plan.


                                       19
<PAGE>
                          ARTICLE XIII: ADMINISTRATION

13.010 COMMITTEE DUTIES. Except as otherwise provided in this Article, this Plan
will be administered by the Committee and its delegates. Members of the
Committee may be Participants under this Plan. The Committee will also have the
discretion and authority to:

(a)   make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Plan, and

(b)   decide or resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan.

Any individual serving on the Committee who is a Participant will not be
permitted to vote or act on any matter relating solely to himself or herself.
When making a determination or calculation, the Committee will be entitled to
rely on information furnished by a Participant or the Company.

13.020 ADMINISTRATION UPON CHANGE OF CONTROL. 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 so selected 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 benefit entitlement 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;

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

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 Retirement, Disability, death or Termination of Employment
of the Participants, and such other pertinent information as the Third-Party
Administrator may reasonably require.

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.

13.030 AGENTS. In the administration of this Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties as it
sees fit (including acting


                                       20
<PAGE>
through a duly appointed representative) and may from time to time consult with
counsel who may be counsel to any Employer. The Company's Vice President,
Compensation will at all times, unless otherwise determined by the Committee, be
deemed to be and shall be specifically referred to herein as the Committee's
delegate for all purposes herein.

13.040 BINDING EFFECT OF DECISIONS. The decision or action of the Committee or
its delegate with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder will be final and conclusive and binding upon
all persons having any interest in the Plan.

13.050 INDEMNITY OF COMMITTEE. The Company and its Affiliates shall indemnify
and hold harmless the members of the Committee, any Employee to whom the duties
of the Committee may be delegated, and the Committee or its delegate against any
and all claims, losses, damages, expenses or liabilities arising from any action
or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, or such Employee.

13.060 EMPLOYER INFORMATION. To enable the Committee and its delegates to
perform their functions, the Company will supply full and timely information to
the Committee and delegates on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death or
circumstances of the Retirement, Disability, death or Termination of Employment
of its Participants, and such other pertinent information as the Committee or
its delegate may reasonably require.

                  ARTICLE XIV: OTHER BENEFITS AND AGREEMENTS

14.010 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
and Participant's Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Company and its Affiliates. The Plan will supplement and will
not supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.

                         ARTICLE XV: CLAIMS PROCEDURE

15.010 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee or its delegate a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within sixty (60) days after such notice was
received by the Claimant. All other claims must be made within one hundred and
eighty (180) days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination desired by
the Claimant.

15.020 NOTIFICATION OF DECISION. The Committee or its delegate will consider a
Claimant's claim within a reasonable time, and will notify the Claimant in
writing:


                                       21
<PAGE>
(a)   that the Claimant's requested determination has been made, and that the
claim has been allowed in full; or

(b)   that the Committee or its delegate has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination, and such notice
must set forth in a manner calculated to be understood by the Claimant;

(c)   the specific reason(s) for the denial of the claim, or any part of it;

      (1) specific reference(s) to pertinent provisions of the Plan upon which
such denial was based;

      (2) a description of any additional material or information necessary for
the Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and

      (3) an explanation of the claim review procedure set forth in Section
15.030 below.

15.030 REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving a notice
from the Committee or its delegate that a claim has been denied, in whole or in
part, a Claimant (or the Claimant's duly authorized representative) may file
with the Committee or its delegate a written request for a review of the denial
of the claim. Thereafter, but not later than thirty (30) days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):

(a)   may review pertinent documents;

(b)   may submit written comments or other documents; and/or

(c)   may request a hearing, which the Committee or its delegate, in its sole
discretion, may grant.

15.040 DECISION ON REVIEW. The Committee or its delegate will render any
decision on review promptly, and not later than 60 days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee's or
its delegate's decision must be rendered within one hundred and twenty (120)
days after such date. Such decision must be written in a manner calculated to be
understood by the Claimant, and it must contain:

(a)   specific reasons for the decision;

(b)   specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and

(c)   such other matters as the Committee or its delegate deems relevant.

15.050 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant's right to commence
any legal action with respect to any claim for benefits under this Plan.


                                       22
<PAGE>
                              ARTICLE XVI: TRUST

16.010 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). 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 benefits due under the Plan and benefits and
account balances due to participants and beneficiaries under 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.

16.020 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
and each Participant's Participation Agreement Form 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.

16.030 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.

16.040 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)   become irrevocable upon a Change of Control (to the extent not then
irrevocable); 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.

                         ARTICLE XVII: MISCELLANEOUS

17.010 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employee"
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
will be administered and interpreted to the extent possible in a manner
consistent with that intent.

17.020 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of the Company or its Affiliates. For purposes
of the payment of benefits under this Plan, any and all of the Company's or
Affiliate's assets shall be, and remain, the general, unpledged unrestricted


                                       23
<PAGE>
assets of the Company or Affiliate. The Company or Affiliate's obligation under
the Plan shall be merely that of an unfunded and unsecured promise to pay money
in the future.

17.030 COMPANY LIABILITY. The Company's or an Affiliate's liability for the
payment of benefits will be defined only by the Plan and the Participant's
specific Participation Agreement Form. The Company and its Affiliates will have
no obligation to a Participant under the Plan, except as expressly provided in
the Plan and the Participant's Participation Agreement Form.

17.040 NONASSIGNABILITY. Neither a Participant nor any other person will have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be, unassignable
and non-transferable. No part of the amounts payable will, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or otherwise.

17.050 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Company or any
of its Affiliates and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any time for
any reason, or no reason, with or without cause, and with or without notice,
unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the
service of any the Company or an Affiliate or to interfere with the right of the
Company or an Affiliate to discipline or discharge the Participant at any time.

17.060 FURNISHING INFORMATION. A Participant or his Beneficiary will cooperate
with the Committee or its delegate by furnishing any and all information
requested by the Committee or its delegate and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including but not limited to taking such physical
examinations as the Committee or its delegate may deem necessary.

17.070 TERMS. Whenever any words are used herein in the masculine, they should
be construed as though they were in the feminine in all cases where they would
so apply; and whenever any words are used herein in the singular or in the
plural, they should be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply.

17.080 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and do not control or affect the meaning or
construction of any of its provisions.

17.090 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the laws of the State of Wisconsin.


                                       24
<PAGE>
17.100 NOTICE. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:

Vice President, Compensation
Rockwell Collins, Inc.
400 Rockwell Collins Road NE
Cedar Rapids, Iowa  52498

Such notice will be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

Any notice or filing required or permitted to be given to a Participant under
this Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
to the last known address of the Participant.

17.110 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns and the Participant and
the Participant's designated Beneficiaries.

17.120 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
a Participant who has predeceased the Participant will automatically pass to the
Participant and will not be transferable by such spouse in any manner, including
but not limited to such spouse's will, nor will such interest pass under the
laws of intestate succession.

17.130 VALIDITY. In case any provision of this Plan should be found to be
illegal or invalid for any reason, said illegality or invalidity will not affect
the remaining parts hereof, but this Plan should be construed and enforced as if
such illegal or invalid provision had never been inserted herein.

17.140 MINORS, INCOMPETENT PERSONS, ETC. If the Committee or its delegate
determines that a benefit under this Plan is to be paid to a minor, a person
declared incompetent or to a person incapable of handling the disposition of
that person's property, the Committee or its delegate may direct payment of such
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or incapable person. The Committee or its
delegate may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the benefit.
Any payment of a benefit shall be a payment for the account of the Participant
and the Participant's Beneficiary, as the case may be, and will be a complete
discharge of any liability under the Plan for such payment amount.

17.150 COURT ORDER. The Committee or its delegate is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or otherwise,
the Committee or its delegate, in its sole discretion, will have the right,
notwithstanding any election made by a Participant, to immediately distribute
the spouse's or


                                       25
<PAGE>
former spouse's interest in the Participant's benefits under the Plan to that
spouse or former spouse.

17.160 DISTRIBUTION IN THE EVENT OF TAXATION.

(a)   In General. If, for any reason, all or any portion of a Participant's
benefits under this Plan becomes taxable to the Participant prior to receipt, a
Participant may petition the Committee or its delegate before a Change of
Control, or the Trustee of the Trust after a Change of Control, for a
distribution of that portion of his benefit that has become taxable. Upon the
grant of such a petition, which grant should not be unreasonably withheld (and,
after a Change of Control, must be granted), the Company or, as applicable, its
Affiliate will distribute to the Participant immediately available funds in an
amount equal to the taxable portion of his benefit (which amount will not exceed
a Participant's unpaid Account Balance under the Plan). If the petition is
granted, the tax liability distribution will be made within 90 days of the date
when the Participant's petition is granted. Such a distribution will affect and
reduce the benefits to be paid under this Plan.

(b)   Trust. If the Trust terminates in accordance with provisions thereof and
benefits are distributed from the Trust to a Participant in accordance
therewith, the Participant's benefits under this Plan will be reduced to the
extent of such distributions.

17.170 INSURANCE. The Company, on its own behalf or on behalf of the trustee of
the Trust, and, in its discretion, may apply for and procure insurance on the
life of the Participant, in such amounts and in such forms as the Trust may
choose. The Company or the trustee of the Trust, as the case may be, will be the
sole owner and beneficiary of any such insurance. The Participant will have no
interest whatsoever in any such policy or policies, and at the request of the
Company will submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to which the Company has applied for insurance.

17.180 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE OF CONTROL. The Company is
aware that upon the occurrence of a Change of Control, the Board of Directors
(which might then be composed of new members) or a shareholder of the Company or
of any successor corporation might then cause or attempt to cause the Company,
an Affiliate or such successor to refuse to comply with its obligations under
the Plan and might cause or attempt to cause the Company or the Affiliate to
institute, or may institute, litigation seeking to deny Participants the
benefits intended under the Plan. In these circumstances, the purpose of the
Plan could be frustrated. Accordingly, if, following a Change of Control, it
should appear to any Participant that the Company, an Affiliate of the Company
or any successor corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder or, if the Company, such Affiliate or
any other person takes any action to declare the Plan void or unenforceable or
institutes any litigation or other legal action designed to deny, diminish or to
recover from any Participant the benefits intended to be provided, then the
Company irrevocably authorizes such Participant to retain counsel of his choice
at the expense of the Company to represent such Participant in connection with
the initiation or defense of any litigation or other legal action, whether by or
against the Company, one or more of its Affiliates or any director, officer,


                                       26
<PAGE>
shareholder or other person affiliated with the Company, any such Affiliate any
successor thereto in any jurisdiction.

17.190 REQUIREMENT FOR RELEASE. Any payment to any Participant or a
Participant's present, future or former spouse or Beneficiary in accordance with
the provisions of this Plan will, to the extent thereof, be in full satisfaction
of all claims against the Plan, the Trustee and the Company, and the Trustee may
require such Participant or Beneficiary, as a condition precedent to such
payment to execute a receipt and release to such effect.


                                       27
<PAGE>
                                   APPENDIX A

                           PREDECESSOR PLAN PROVISIONS

The following provisions shall apply with respect to the Participants, as
applicable, in the Allen Bradley and Rockwell Predecessor Plans.

I.    ACCOUNTS.

With respect to a Participant's incentive compensation deferrals under one of
the Predecessor Plans for periods prior to the Effective Date, the value of any
such Participant's account will be determined as of the last day of a calendar
year quarter (the "Determination Date") and will be equal to the total of the
Participant's Lump Sum Payment and Installment Payment Sub-Accounts.

The value of each such Sub-Account will consist of:

      (1)   the balance of such Sub-Account as of the last preceding
            Determination Date, plus

      (2)   any Deferred Compensation credited to such Sub-Account since the
            last preceding Determination date, plus

      (3)   the sum of the three (3) monthly amounts determined by multiplying
            the average daily balance of such Sub-Account during each of the
            three calendar months since the last preceding Determination Date by
            the Interest Rate applicable to such month, minus

      (4)   the amount of all Plan Benefits, if any, paid during the period
            since the last preceding Determination Date.

Interest, determined as provided in (3) above, will be credited to each such
Sub-Account as of the Determination Date as of which such Sub-Account is valued.

II.   RETIREMENT DISTRIBUTIONS AND WITHDRAWALS OF PREDECESSOR PLAN ACCOUNTS.

(a)   With respect to the provisions of the Predecessor Plans which were in
      effect immediately prior to the Effective Date of this Plan as they
      regard benefits payable at retirement or employment termination to a
      Participant, or at the time of a Participant's death, to his
      Beneficiary, such provisions shall remain in effect hereunder, but only
      with respect to amounts deferred  prior to the Effective Date of this
      Plan (and earnings thereon pursuant to the preceding Section of this
      Appendix).

(b)   No Plan Benefit shall be payable prior to a Participant in one of the
      Predecessor Plans prior to his termination of employment, except that, in
      the case of the Rockwell Predecessor Plan, the Committee or its delegate
      may permit a Participant or, after a Participant's death, a Participant's
      Beneficiary or other person or entity entitled to receive such Predecessor
      Plan benefit to withdraw from his Account prior to his termination of
      employment:
<PAGE>
      (1)   an amount necessary to meet a financial hardship, or

      (2)   his entire Account balance

Either type of withdrawal shall be requested by written notice to the Committee
or its delegate and the amount of the withdrawal shall be paid within forty-five
(45) days after receipt of the written notice.

III.  FUNDING OF RABBI TRUST FOR ACCOUNT BALANCES UPON CHANGE OF CONTROL.

The Company shall fund the Trust in immediately available funds for the benefit
of each Participant, surviving spouse, joint annuitant or beneficiary with
respect to Accounts under the Predecessor Plans in accordance with the terms of
the Trust. Such Trust, as it regards such Predecessor Plan amounts, 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)   become irrevocable upon change of Control (to the extent not then
      irrevocable); 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.


                                        2
<PAGE>
                                  APPENDIX B

                              MEASUREMENT FUNDS

Measurement Funds (and their underlying benchmark mutual funds) are listed below
in alphabetical order:

-     BALANCED FUND

Fidelity Puritan Fund

The objective of this balanced mutual fund is to obtain income and capital
growth consistent with reasonable risk.

This fund invests approximately 60% of its assets in stocks and other equity
securities and the remainder in investment grade bonds and other investment
grade debt securities, including medium and high quality debt securities. The
fund will invest at least 25% of total assets in fixed-income senior securities
(including debt securities and preferred stock). The fund may invest in domestic
and foreign issuers.

-     BLUE CHIP GROWTH FUND

Fidelity Blue Chip Growth Fund

The objective of this growth mutual fund is to increase the value of investments
over the long term through capital growth.

The fund invests primarily in common stocks of well-known and established
companies. Normally at least 65% of the fund's total assets are invested in blue
chip companies. The fund may also invest in companies with above-average growth
potential that the fund's manager believes are positioned to become the blue
chips of the future.

-     CAPITAL & INCOME FUND

Fidelity Capital & Income Fund

The objective of this income mutual fund is to obtain a combination of current
income and capital growth.

This fund invests in equity and debt securities, including defaulted securities,
with an emphasis on lower-quality debt securities. The fund may also invest in
securities of domestic and foreign issuers. This fund carries a "short-term
trading fee" which is charged to discourage short-term buying and selling of
fund shares. If shares are sold after being held for less than 365 days, the
fund will deduct a short-term trading fee equal to 1.5% of the value of the
shares sold.
<PAGE>
-     DIVERSIFIED INTERNATIONAL FUND

Fidelity Diversified International Fund

The objective of this growth mutual fund, which invests overseas, is to increase
the value of investments over the long term through capital growth.

This fund normally invests at least 65% of total assets in foreign securities.
In selecting securities the fund employs computer-aided quantitative analysis
supported by fundamental research. This fund will carry a "short-term trading
fee" which will be charged to discourage short-term buying and selling of fund
shares. If shares are sold after being held for less than 30 days, the fund will
deduct a short-term trading fee from your account equal to 1.0% of the value of
the shares sold.

-     EQUITY INCOME FUND

Fidelity Equity Income Fund

The objective of this growth and income mutual fund is to obtain reasonable
income to while considering the potential for capital appreciation. It seeks to
provide a yield that exceeds the yield of the securities in the Standard & Poors
500 Index.

The fund normally invests at least 65% of total assets in income-producing
equity securities, which tend to lead to investments in large cap stocks. The
fund potentially invests in other types of equity and debt securities, including
lower-quality debt securities. The fund may invest in securities of domestic and
foreign issuers.

-     FIDELITY FUND

Fidelity Fund

This growth and income mutual fund strives to obtain long-term capital growth.

The fund invests primarily in common stocks. It potentially invests a portion of
its assets in bonds, including lower-quality debt securities. The fund invests
in domestic and foreign issuers.

-     INVESTMENT GRADE BOND FUND

Fidelity Investment Grade Bond Fund

The objective of this income mutual fund is to obtain high current income.

This fund normally invests in U.S. dollar-denominated investment-grade bonds
(those of medium and high quality). The fund is managed to have similar overall
interest rate risk to the Lehman


                                       2
<PAGE>
Brothers Aggregate Bond Index. Assets are allocated across different market
sectors and maturities.

-     MARKET INDEX FUND

Spartan(R) 500Market Index Fund

This mutual fund seeks to obtain investment results that correspond to the total
return (i.e. the combination of capital changes and income) of common stocks
publicly traded in the United States, as represented by the Standard & Poors 500
Index (S&P 500(R)), while keeping transaction costs and other expenses low.

The fund normally invests at least 80% of its assets in common stock included in
the S&P 500. The fund may lend securities to earn income for the fund. This fund
carries a "short-term trading fee" which is charged to discourage short-term
buying and selling of fund shares. If shares are sold after being held for less
than 90 days, the fund will deduct a short-term trading fee from your account
equal to 0.50% of the value of the shares sold.

-     MID-CAP STOCK FUND

Fidelity Mid-Cap Stock Fund

The objective of this growth mutual fund is to increase the value of investments
over the long term through capital growth.

The fund normally invests at least 65% of total assets in common stocks of
companies with medium market capitalizations (those with market capitalizations
similar to companies in the S&P MidCap 400). The fund may invest in companies
with smaller or larger market capitalizations. The fund may also invest in
domestic and foreign issuers.

-     SMALL CAP FUND

Fidelity Small Cap Selector

This mutual fund seeks to obtain capital appreciation.

This fund normally invests at least 65% of total assets in securities of
companies with small market capitalizations (those with market capitalizations
similar to companies in the Russell 2000(R) Index). The fund will primarily
invest in common stock. The fund may also invest in domestic and foreign
issuers. This fund carries a "short-term trading fee" which is charged to
discourage short-term buying and selling of fund shares. If shares are sold
after being held for less than 90 days, the fund will deduct a short-term
trading fee from your account equal to 1.5% of the value of the shares sold.


                                       3
<PAGE>
-     US GOVT. MONEY MARKET FUND

Spartan US Government Money Market Fund

The objective of this fund is to obtain as high a level of current income as is
consistent with preservation of capital and liquidity.

This fund invests in U.S. Government securities and repurchase agreements for
those securities, and enters reverse repurchase agreements. The fund invests in
compliance with industry-standard requirements for money market funds for the
quality, maturity and diversification of investments.


                                       4