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                                                                  EXHIBIT 10-i-1



                         ROCKWELL COLLINS MASTER TRUST -
                            DEFERRED COMPENSATION AND
                            NON-QUALIFIED SAVINGS AND
                           NON-QUALIFIED PENSION PLANS

      This AGREEMENT made this 15th day of June, 2001 between ROCKWELL
INTERNATIONAL CORPORATION, a Delaware corporation ("Rockwell") and WELLS FARGO
BANK, N.A., a national banking association (the "Trustee");

      (a) WHEREAS, Rockwell has adopted certain deferred compensation and
non-qualified savings and non-qualified retirement plans for the benefits of its
employees and former employees and employees and former employees of certain of
its affiliates, and their beneficiaries, including without limitation, plans
maintained for Rockwell Collins Participants as defined in the Employee Matters
Agreement (the "Employee Matters Agreement") to be entered into by and among
Rockwell, New Rockwell Collins, Inc., a Delaware corporation to be renamed as
Rockwell Collins, Inc. ("Rockwell Collins" or the "Company") (such plans for
Rockwell Collins Participants are hereinafter referred to as the "Rockwell
Collins Plans" or "Plans" and are listed in Annex A hereto);

      (b) WHEREAS, by action of its Board of Directors on December 8, 2000, the
Company approved in principal the transaction pursuant to which Rockwell would
distribute its shareholders common stock of Rockwell Collins (such transaction
is hereinafter referred to as the "Collins Spin-off");

      (c) WHEREAS, pursuant to the Employee Matters Agreement to be entered into
by and among Rockwell, Rockwell Collins and Rockwell Scientific Company LLC,
Rockwell Collins has agreed to continue effective as of the Time of Distribution
(as defined in such Employee Matters Agreement) the Rockwell Collins Plans;

      (d) WHEREAS, Rockwell desires to establish a master trust (hereinafter
called the "TRUST") to provide for the payment of benefits to participants and
beneficiaries under the Rockwell Collins Plans and to provide that the Trust
assets shall be held therein, subject to the claims of the Company's creditors
in the event of the Company's Insolvency, as herein defined, until paid to
participants in the respective Rockwell Collins Plans and their beneficiaries in
such manner and at such times as specified in the respective Rockwell Collins
Plans;

      (e) WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and that such Trust shall not affect the
status of the Plan as an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of the Employee Retirement Income Security Act
of 1974;

      (f) WHEREAS, it is the intention of Rockwell to contribute on behalf of
Rockwell Collins to the Trust an initial amount as the Board of Directors of
Rockwell shall determine in
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respect of compensation deferred on behalf of the Rockwell Collins Participants
(as defined in the Employee Matters Agreement) under the Rockwell Collins
Deferred Compensation Plan (formerly known as the Rockwell International
Corporation Deferred Compensation Plan) (and any earnings deemed credited
thereon) for the period from and after June 1, 2000;

      (g) WHEREAS, after the Time of Distribution, it is the intention of the
Company to make monthly contributions to the Trust in an amount equal to the
total compensation deferred on behalf of the Rockwell Collins Participants (and
any other participants who are employees of the Company hired after the Time of
Distribution) under the Rockwell Collins Deferred Compensation Plan (and any
earnings deemed credited thereon) for the period beginning on June 1, 2000 and
ending on the last day of the immediately preceding calendar month, less the
fair market value of the assets held under such Trust in respect of such plan as
of the last day of the immediately preceding calendar month; and

      WHEREAS, conditioned upon the completion of the Collins Spin-Off, it is
the intention of Rockwell that this Trust Agreement will be assumed by Rockwell
Collins;

      NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

      Section 1. Establishment of Trust.

      (a) Prior to the Time of Distribution, the Company shall deposit with the
Trustee in trust an initial amount as the Board of Directors of Rockwell shall
determine in respect of compensation deferred on behalf of the Rockwell Collins
Participants under the Rockwell Collins Deferred Compensation Plan (and any
earnings deemed credited thereon) for the period from and after June 1, 2000,
which shall become the principal of the Trust to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.

      (b) Within three (3) business days after the end of each calendar month
beginning on or after July 1, 2001, without need for any further action by the
Board of Directors of the Company (the "Board"), the Company shall deposit with
the Trustee in trust an amount equal to the total compensation deferred on
behalf of the Rockwell Collins Participants (and any other participants who are
employees of the Company hired after the Time of Distribution) under the
Rockwell Collins Deferred Compensation Plan (and any earnings deemed credited
thereon) for the period beginning on June 1, 2000 and ending on the last day of
such calendar month less the fair market value of the assets held under the
Trust in respect of such plan as of the last day of such calendar month.

      (c) The Trust hereby established is revocable by Rockwell prior to the
Time of Distribution and is revocable by the Company subsequent to the Time of
Distribution; it shall become irrevocable upon a Change of Control, as defined
herein.

      (d) The Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter l,
subtitle A of the Internal Revenue Code of 1986, as amended (the "CODE"), and
shall be construed accordingly.

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      (e) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as herein
set forth. Plan participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plans and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against the
Company. Any assets held by the Trust will be subject to the claims of the
Company's general creditors under federal and state law in the event of
Insolvency (as defined in Section 3(a) herein).

      (f) Upon a Change of Control (as defined in Section 13(d) herein), the
Company shall, as soon as possible and without any further action by the Board,
but in no event later than three (3) business days after such Change of Control,
make an irrevocable contribution to the Trust in an amount equal to (1) the
total amount of account balances, and benefits accrued and unpaid, as of the
date of the Change of Control for each Plan participant or beneficiary under
each Plan minus (2) the fair market value of the assets held under the Trust as
of such date. Within one hundred and fifty (150) days after the last day of: (1)
the calendar year in which such Change of Control occurs and (2) each calendar
year thereafter, the Company shall contribute an additional amount to the Trust
equal to (A) the total amount of account balances, and benefits accrued and
unpaid, as of such last day of such calendar year for each Plan participant or
beneficiary under each Plan minus (B) the fair market value of the assets held
under the Trust as of such date. Notwithstanding any other provision of this
Trust Agreement or any Plan to the contrary, upon a Change of Control no Plan
other than a Plan listed on Appendix A on the day before the day on which the
Change of Control occurs shall participate in or have any right under the Trust.

      (g) Notwithstanding any provision of this Trust Agreement, the Company, in
its sole discretion, may at any time, or from time to time, make additional
deposits of cash or other property, acceptable to the Trustee, in trust with the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan
participant or beneficiary shall have any right to compel such additional
deposits.

      Section 2. Payments to Plan Participants and Their Beneficiaries.

      (a) The Company shall deliver to the Trustee a schedule (the "PAYMENT
SCHEDULE") that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available under
the respective Plan), and the time of commencement for payment of such amounts.
Except as otherwise provided herein, the Trustee shall make payments to the Plan
participants and their beneficiaries in accordance with such Payment Schedule.
The Trustee shall make provision for the reporting and withholding of any
federal, state or local taxes (including without limitation any FICA and FUTA
taxes) that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the respective Plan and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by the Company. Within sixty (60) days
after the end of each calendar year, the Company shall deliver an updated
Payment Schedule as of the end of such calendar year. Within ten (10) days after
the

                                      -3-
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Company determines that a Change of Control is imminent, the Company shall
deliver an updated Payment Schedule as of the date such determination is made.

      (b) The entitlement of a Plan participant or his or her beneficiaries to
benefits under each Plan shall be determined by the Company or such party as it
shall designate under such Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in such Plan.

      (c) The Company may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the respective
Plan. Notwithstanding any other provision of this Agreement to the contrary,
prior to a Change of Control, any payments of account balances and benefits due
under any Plan shall be paid from the general assets of the Company instead of
from the Trust and the Trust shall reimburse the Company for such payments
within thirty (30) days after the end of the month in which such payments are
made. The Company shall notify the Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to participants or their
beneficiaries. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with the
terms of a Plan, the Company shall make the balance of each such payment as it
falls due. The Trustee shall notify the Company when principal and earnings are
not sufficient.

      Section 3. The Trustee's Responsibility Regarding Payments to Trust
Beneficiary When the Company is Insolvent.

      (a) The Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. The Company shall be considered
"Insolvent" for purposes of this Trust Agreement if:

            (i) the Company is unable to pay its debts as they become due, or

            (ii) the Company is subject to a pending proceeding as a debtor
      under the United States Bankruptcy Code.

      (b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of the Company under federal and state law as set
forth below.

            (i) The Board of Directors and the Chief Executive Officer of the
      Company shall have the duty to inform the Trustee in writing of the
      Company's Insolvency. If a person claiming to be a creditor of the Company
      alleges in writing to the Trustee that the Company has become Insolvent,
      the Trustee shall determine whether the Company is Insolvent and, pending
      such determination, the Trustee shall discontinue payment of benefits to
      Plan participants or their beneficiaries.

            (ii) Unless the Trustee has actual knowledge of the Company's
      Insolvency, or has received notice from the Company or a person claiming
      to be a creditor alleging that the Company is Insolvent, the Trustee shall
      have no duty to inquire whether the Company is

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      Insolvent. The Trustee may in all events rely on such evidence concerning
      the Company's solvency as may be furnished to the Trustee, if that
      evidence provides the Trustee with a reasonable basis for making a
      determination concerning the Company's solvency.

            (iii) If at any time the Trustee has determined that the Company is
      Insolvent, the Trustee shall discontinue payments to Plan participants or
      their beneficiaries and shall hold the assets of the Trust for the benefit
      of the Company's general creditors. Nothing in this Trust Agreement shall
      in any way diminish any rights of Plan participants or their beneficiaries
      to pursue their rights as general creditors of the Company with respect to
      benefits due under any Plan or otherwise.

            (iv) The Trustee shall resume the payment of benefits to Plan
      participants or their beneficiaries in accordance with Section 2 of this
      Trust Agreement, but only after the Trustee has determined that the
      Company is not Insolvent (or is no longer Insolvent).

      (c) Provided that there are sufficient assets, if the Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
participants or their beneficiaries under each Plan under the terms of the
respective Plan for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries by the Company
in lieu of the payments provided for hereunder during any such period of
discontinuance.

      Section 4. Payments to the Company. Except as provided in Section 2(c) or
Section 3 hereof, the Company shall have no right or power to direct the Trustee
to return to the Company or divert to others any of the Trust assets before all
payments of benefits have been made to Plan participants and their beneficiaries
pursuant to the terms of the respective Plan.

      Section 5. Investment Authority:

      (a) In the administration of the Trust, the Trustee shall have the
following powers, all of which shall be exercised only in a fiduciary capacity:

            (i)   To hold and control the assets in the Trust;

            (ii) To sell, exchange, assign, transfer, and convey any security or
      property held in the Trust, at public or private sale, at such time and
      price and upon such terms and conditions (including credit) as directed by
      the Investment Manager;

            (iii) To invest and reinvest assets of the Trust (including
      accumulated income) as directed by the Investment Manager (as defined in
      (c) below);

            (iv)  To notify the Company with respect to any vote on any stock
      or securities held in the Trust;

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            (v) To consent to and participate in any plan for the liquidation,
      reorganization, consolidation, or merger of any corporation, any security
      of which is held in the Trust;

            (vi)  To sell or exercise any "rights" issued on any securities
      held in the Trust;

            (vii) To cause all or any part of the assets of the Trust to be held
      in the name of the Trustee (which in such instance need not disclose its
      fiduciary capacity) or, as permitted by law, in the name of any nominee,
      and to acquire for the Trust any investment in bearer form, but the books
      and records of the Trust shall at all times show that all such investments
      are part of the Trust and the Trustee shall hold evidence of title to all
      such investments; and

            (viii) To make such distributions to Participants (as such term is
      defined in the respective Plan) in accordance with the provisions of this
      Trust Agreement.

      (b) In no event may the Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by the Company, other than a de
minimis amount held in common investment vehicles in which the Trustee invests.
All rights associated with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no event be exercisable by
or rest with Plan participants.

      (c) From time to time the Company may appoint one or more investment
managers who shall have investment management and control over all or a portion
of the assets of the Trust ("Investment Managers"). Each Investment Manager
shall be a (i) registered investment advisor under the Investment Advisors Act
of 1940, (ii) bank, as defined in the Investment Advisors Act of 1940 or (iii)
qualified insurance company under the laws of one state. The Company shall
notify the Trustee of the appointment of the Investment Manager. In the event
more than one Investment Manager is appointed, the Company shall determine which
assets shall be subject to management and control by each Investment Manager and
shall also determine the proportion in which funds withdrawn or disbursed shall
be charged against the assets subject to each Investment Manager's management
and control. As shall be provided in any contract between an Investment Manager
and the Company, such Investment Manager shall hold a revocable proxy with
respect to all securities which are held under the management of such Investment
Manager pursuant to such contract and such Investment Manager shall report the
voting of all securities subject to such proxy on an annual basis to the
Company. In the event that the Company does not appoint an Investment Manager as
provided in this Section 5(c), references in this Trust Agreement to "Investment
Manager" shall mean the Company.

      (d) Notwithstanding any other provision of this Agreement to the contrary,
following a Change of Control, the Trustee shall have full discretionary powers
to (i) appoint and remove Investment Managers, (ii) determine which assets shall
be subject to management and control by each Investment Manager and (iii)
determine the proportion in which funds withdrawn or disbursed shall be charged
against the assets subject to each Investment Manager's management and control.

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      Section 6. Disposition of Income. During the term of this Trust, all
income received by the Trust, net of expenses and taxes, shall be accumulated
and reinvested.

      Section 7. Accounting by the Trustee. The Trustee shall keep accurate and
detailed records of all investments, receipts, disbursements, and all other
transactions required to be made, including such specific records as shall be
agreed upon in writing between the Company and the Trustee. Within sixty (60)
days following the close of each calendar year and within sixty (60) days after
the removal or resignation of the Trustee, the Trustee shall deliver to the
Company a written account of its administration of the Trust during such year or
during the period from the close of the last preceding year to the date of such
removal or resignation, setting forth all investments, receipts, disbursements
and other transactions effected by it, including a description of all securities
and investments purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being show separately),
and showing all cash, securities and other property held in the Trust at the end
of such year or as of the date of such removal or resignation, as the case may
be.

      Section 8. Responsibility of the Trustee.

      (a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that the
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by the Company which is contemplated by,
and in conformity with, the terms of the respective Plan or this Trust and is
given in writing by the Company. In the event of a dispute between the Company
and a party, the Trustee may apply to a court of competent jurisdiction to
resolve the dispute.

      (b) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the Trustee against
the Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the Trust.

      (c) The Trustee may consult with legal counsel (who may also be counsel
for the Company generally) with respect to any of its duties or obligations
hereunder.

      (d) The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

      (e) The Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.

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      (f) Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.

      Section 9. Compensation and Expenses of the Trustee. All administrative
and Trustee's fees and expenses shall be paid from the Trust. The Trustee shall
have the right to require the Company to pay any administrative and Trustee's
fees and expenses, to the extent assets are not sufficient to pay such fees and
expenses from the Trust.

      Section 10. Resignation and Removal of the Trustee.

      (a) Prior to a Change of Control, the Trustee may resign at any time by
written notice to the Company, which shall be effective sixty (60) days after
receipt of such notice unless the Company and the Trustee agree otherwise.

      (b) Prior to a Change of Control, the Trustee may be removed by the
Company on thirty (30) days notice or upon shorter notice accepted by the
Trustee.

      (c) Notwithstanding any other provision of this Trust Agreement to the
contrary, upon a Change of Control (as defined in Section 13(d) herein) the
Trustee may not be removed by the Company for two (2) years after such Change of
Control.

      (d) Notwithstanding any other provision of this Trust Agreement to the
contrary, if the Trustee resigns within two (2) years after a Change of Control
(as defined in Section 13(d) herein) the Company shall apply to a court of
competent jurisdiction for the appointment of a successor Trustee or for
instructions.

      (e) If the Trustee resigns or is removed more than two (2) years after a
Change of Control (as defined in Section 13(d) herein), the Company shall
appoint a successor Trustee in accordance with the provisions of Section 11(b)
hereof prior to the effective date of the Trustee's resignation or removal.

      (f) Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within sixty (60) days after receipt of
notice of resignation, removal or transfer, unless the Company extends the time
limit.

      (g) Except as otherwise provided in Sections 10(c) or (d) hereof, if
Trustee resigns or is removed, a successor shall be appointed, in accordance
with Section 11 hereof, by the effective date of resignation or removal under
paragraphs (a) or (b) of this section. If no such appointment has been made, the
Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of the Trustee in connection with
the proceeding shall be allowed as administrative expenses of the Trust.

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      Section 11. Appointment of Successor.

      (a) If the Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, the Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace the Trustee upon resignation or removal.
The appointment shall be effective when accepted in writing by the new Trustee,
who shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by the Company or the successor
Trustee to evidence the transfer.

      (b) If the Trustee resigns or is removed pursuant to the provisions of
Section 10(e) hereof, the Trustee shall appoint as a successor Trustee any third
party that is a bank trust department or other party that may be granted
corporate Trustee powers under state law. The appointment of a successor Trustee
shall be effective when accepted in writing by the new Trustee. The new Trustee
shall have all the rights and powers of the former Trustee, including ownership
rights in Trust assets. The former Trustee shall execute any instrument
necessary or reasonably requested by the successor Trustee to evidence the
transfer.

      (c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
the Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes successor
Trustee.

      Section 12. Amendment or Termination.

      (a) This Trust Agreement may be amended by a written instrument executed
by the Trustee and the Company. Notwithstanding the foregoing, no such amendment
shall conflict with the terms of any Plan or shall make the Trust revocable
after it has become irrevocable.

      (b) This Trust Agreement may not be amended by the Company for two (2)
years following a Change of Control, as defined in Section 13(d) herein.

      (c) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. Upon termination of the Trust any assets remaining in
the Trust shall be returned to the Company.

      (d) Upon written approval of all participants or beneficiaries entitled to
payment of benefits pursuant to the terms of the Plan, the Company may terminate
this Trust prior to the time all benefit payments under the Plan have been made.
All assets in the Trust at termination shall be returned to the Company.

                                      -9-

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      Section 13. Miscellaneous.

      (a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

      (b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

      (c) This Trust Agreement shall be governed by and construed in accordance
with the laws of State of California.

      (d) For purposes of this Trust Agreement, a Change of Control shall mean
any of the following occurring at any time after the Time of Distribution:

            (i) 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 (w), (x) and (y) of subsection (iii) of this Section 13(d); or

            (ii) Individuals who, as of the Time of Distribution, 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

            (iii) 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,

                                      -10-

<PAGE>
      unless, following such Company Transaction, (w) 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, (x) 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
      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 (y) 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

            (iv) Approval by the Company's shareowners of a complete liquidation
      or dissolution of the Company.

      (e) This Trust Agreement shall be binding upon any successor to the
Company and, upon a Change of Control, the term "the Company" shall be deemed to
include any successor thereto.

      (f) In the event of any inconsistency between this Trust Agreement and any
Plan documents with respect to the duties and responsibilities of the Trustee,
the Trust Agreement shall control.

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<PAGE>
      Section 14. Effective Date.

      The effective date of this Trust Agreement shall be June 15, 2001.





ROCKWELL INTERNATIONAL CORPORATION,          WELLS FARGO BANK, N.A.,
  the Company                                  the Trustee


By:___________________________               By:___________________________
Its:__________________________               Its:__________________________

                                      -12-

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                                   APPENDIX A



1.    Rockwell Collins Deferred Compensation Plan.

2.    Rockwell Collins Non-Qualified Savings Plan.

3.    Rockwell Collins Non-Qualified Retirement Plan.