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                                                                  Exhibit 10-b-3

                             ROCKWELL COLLINS, INC.

                           RESTRICTED STOCK AGREEMENT

To:        [              ]

            In accordance with the Directors Stock Plan (the Plan) of Rockwell
Collins, Inc. (the Corporation), the Corporation has transferred to you as of [
], [ ] shares of Common Stock of the Corporation as restricted stock
representing $[ ], the pro-rata ([ ] days) annual stock retainer for fiscal year
[ ] as compensation for your service on the Board of Directors (the Board) of
the Corporation for the period from [ ] through [ ], and $[ ] for the annual
retainer as compensation for your service on the Board for the period from [ ]
through [ ]. The number of shares granted was calculated in accordance with the
Plan by valuing the shares at the closing price on the New York Stock Exchange -
Composite Transactions (Closing Price) on [ ].

            In this Restricted Stock Agreement, the shares granted today are
called Restricted Shares.

            The Restricted Shares have been granted to you upon the following
terms and conditions:

1.    Earning of Restricted Shares

      (a)   If (i) you shall continue as a director of the Corporation until you
            retire from the Board after attaining age 70 and having served at
            least three years service as a director; or (ii) you shall cease to
            be a director of the Corporation by reason of the antitrust laws,
            compliance with the Corporation's conflict of interest policies,
            death or disability, or (iii) a Change of Control as defined in
            Article III, Section 13(I) (1) of the Corporation's By-Laws (or any
            successor provision) shall occur, then you shall be deemed to have
            fully earned all the Restricted Shares subject to this Restricted
            Stock Agreement.

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

            Certificates for the Restricted Shares and any dividends or
            distributions thereon or in respect thereof that may be paid in
            additional shares of Common Stock, other securities of the
            Corporation or securities of another entity (Stock Dividends) shall
            be delivered to and held by the Corporation, or shall be registered
            in book entry form subject to the Corporation's instructions, until
            you shall have earned the Restricted Shares in accordance with the
            provisions of paragraph 1. To facilitate implementation of the
            provisions of this Restricted Stock Agreement, you undertake to sign
            and deposit with the Corporation's Office of the Secretary (a) a
            Stock Transfer Power in the form of Attachment 1 hereto with respect
            to the Restricted Shares and any Stock Dividends thereon and (b)
            such other documents appropriate to effectuate the purpose and
            intent of this Restricted Stock Agreement as the Corporation may
            reasonably request from time to time.

3.          Dividends and Voting Rights

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

4.          Delivery of Earned Restricted Shares

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

5.          Forfeiture of Unearned Restricted Shares

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

                                      -2-
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6.          Transferability

            The Restricted Shares and any Stock Dividends shall be deliverable,
            during your lifetime, only to you and are not transferable by you
            other than (i) by will or by the laws of descent and distribution;
            or (ii) by gift to your spouse or natural, adopted or step-children
            or grandchildren (Immediate Family Members) or to a trust for the
            benefit of one or more of your Immediate Family Members or to a
            family charitable trust established by you or a member of your
            family.

7.          Applicable Law

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

                                            ROCKWELL COLLINS, INC.



                                             By:
                                                 ------------------------------


Attachment 1 - Stock Transfer Power

Dated:

Agreed to as of the [        ] day of [              ]



---------------------------------
[Name]

Address:
Social Security No:

                                      -3-
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ATTACHMENT 1


                 STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE

            FOR VALUE RECEIVED, I, [ ], hereby sell, assign and transfer unto
Rockwell Collins, Inc. (i) the [ ] shares (the Granted Shares) of the Common
Stock of Rockwell Collins, Inc. (the Corporation) standing in my name on the
books of the Corporation evidenced by book entry dated [ ], granted to me on
that date as Restricted Shares pursuant to the Corporation's Directors Stock
Plan, and (ii) any additional shares of the Corporation's Common Stock, other
securities issued by the Corporation or securities of another entity (Stock
Dividends) distributed, paid or payable on or in respect of the Shares and Stock
Dividends during the period the Shares and Stock Dividends are held by the
Corporation pursuant to a Restricted Stock Agreement dated [ ], with respect to
the Shares; and I do hereby irrevocably constitute and appoint
__________________________, attorney with full power of substitution in the
premises to transfer the Shares on the books of the Corporation.

Dated:  [              ]


                                          ---------------------------------
                                                    (Signature)

WITNESS:

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