<PAGE>

                                                                  EXHIBIT 10-h-1



                                ROCKWELL COLLINS
                          NON-QUALIFIED PENSION PLAN


This Plan is a continuation of the Rockwell International Corporation
Non-Qualified Pension 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 Non-Qualified Pension Plan.

                                   ARTICLE I
                                 DEFINITIONS


1.005 AFFILIATE means:

(a)   any company 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

(c)   any other company deemed to be an Affiliate by the Board of Directors.

1.010 BENEFIT LIMITATION means the limitations on benefits payable from Defined
Benefit Plans which are imposed by Section 415 of the Code.

1.020 BOARD OF DIRECTORS means the Company's Board of Directors.

1.030 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 (a), 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
<PAGE>
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 1.030; 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 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.

1.040 CODE means the Internal Revenue Code of 1986, as amended.


                                     - 2 -
<PAGE>
1.050 COMMITTEE means the Compensation and Management Development Committee
of the Board of Directors.

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

1.070 COMPANY PENSION PLAN means the Rockwell Collins Pension Plan.

1.080 COMPENSATION LIMIT means the limitation imposed by Section 401(a)(17) of
THe Code on the amount of compensation which can be considered in determining
the amount of a participant's benefit under the Company Pension Plan.

1.090 DEFINED BENEFIT PLAN has the same meaning given that term in Section 3(35)
of ERISA.

1.100 EMPLOYEE means any person who is employed by the Company or by an
Affiliate, including, to the extent permitted by Section 406 of the Code, any
UNIted States citizen regularly employed by a foreign Affiliate of the Company.

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

1.120 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

1.130 HIGHLY COMPENSATED EMPLOYEE means a participant in or retiree under the
Company Pension Plan whose compensation would otherwise be considered under
either such Plan in determining his benefits thereunder in excess of the
Compensation Limit.

1.140 PARTICIPANT means any (a) Rockwell Collins Participant (as defined in the
Employee Matters Agreement) on whose behalf accrued benefits were retained under
this Plan effective as of June 29, 2001 and (b) any employee of Rockwell
Collins, Inc. (or its Affiliates) who is a participant in the Company Pension
Plan and whose benefits payable therefrom are restricted by the Benefit
Limitation or the Compensation Limit. Notwithstanding any other provision of
this Plan or the Company Pension Plan to the contrary, no 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.

1.150 PLAN means this Rockwell Collins Non-Qualified Pension Plan and its
predecessor, the Rockwell International Corporation Non-Qualified Pension Plan.

1.160 PLAN ADMINISTRATOR means the person from time to time so designated by
name or corporate office by the Board of Directors.

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

1.180 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


                                     - 3 -
<PAGE>
Chief Executive Officer or, if not so identified, the Company's highest ranking
officer (the "Ex-CEO").

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

1.200 TRUSTEE means Wells Fargo Bank, N.A., or any successor trustee of the
Trust described in Section 1.190 of this Plan.

                                   ARTICLE II
                            DETERMINATION OF BENEFITS


2.010 This Plan has been established by the Company as a non-qualified pension
plan for those employees of the Company and its Affiliates whose retirement
benefits under the Company Pension Plan are, in the determination of those
benefits, reduced by reason of application of the Compensation Limit and/or the
Benefit Limitation.

2.020 If the monthly benefit for which a Participant would have been otherwise
eligible at retirement under the Company Pension Plan is reduced because of
application of the Compensation Limit or the Benefit Limitation, the Company
will pay from its general assets or from the Trust, as the case maybe, to each
Participant, or to the surviving spouse or joint annuitant of the Participant, a
benefit which is equal to the amount of such reduction. For purposes of
determining the benefit payable under this Plan, a Participant's Average
Earnings, as otherwise defined in Section 1.140 of the Company Pension Plan
shall mean the highest amount that can be determined by averaging the
Participant's Earnings (as defined in the said Section) for any five (5)
calendar years within the ten (10) calendar years (or lesser period, if
applicable) of active employment which immediately precede the earliest of the
dates on which the Participant retires, dies, his employment terminates or his
approved absence for disability commences in accordance with Section 4.040 of
the Company Pension Plan. In determining Average Annual Earnings (as defined in
the Company Pension Plan), any calendar year in which the Participant has less
than a full year of Credited Service (as defined in the Company Pension Plan)
may be disregarded. In addition, in determining the benefit payable to a
Participant under this Plan, amounts awarded to the Participant under the
Company's incentive compensation plan (including both the amount of cash and the
value of Employer stock awarded thereunder) will be included as compensation to
be considered hereunder.

2.025 In the case of a Participant who first becomes an Employee on or after
January 1, 1993 and, prior to his retirement from the Company, either:

(a)   becomes a Company Officer, or

(b)   is an employee who attains Salary Grade 21 or higher and is approved in
      writing by the Company's Chief Executive Officer (authority for which
      approval can be delegated by


                                     - 4 -
<PAGE>
      him to the Company's Senior Vice President, Human Resources) for the
      enhanced benefit treatment set forth in this Section,

the monthly benefit payable to such Participant from this Plan shall be
calculated pursuant to the same formula as is set forth in Section 5.010(a) of
the Company Pension Plan for participants in that Plan who were first employed
by the Company prior to January 1, 1993.

2.030 Subject to the provisions of Section 2.040, any benefit payable under this
Plan shall be paid to or in respect of the Participant in the same manner and at
the same times that benefits become payable under the Company Pension Plan.

2.040 A Participant (including, for purposes of this Section 2.040, a retiree
who is currently receiving benefits under this Plan) or his surviving spouse or
joint annuitant may elect to have the present value of the benefits due
hereunder (such present value to be based upon the interest and mortality
assumptions in effect for the Company Retirement Plan at the time of the
Participant's retirement or death, as applicable) paid in a lump sum in the
event of the occurrence of a Change of Control, subject to the following:

(a)   To be effective, the election of a Participant or his surviving spouse or
      joint annuitant pursuant to this Section must be made in writing and filed
      with the Committee prior to the occurrence of a Change of Control.

(b)   An election made hereunder shall be revocable by the Participant or his
      surviving spouse or joint annuitant until such time as a Change of Control
      shall have occurred at which point the said election shall be irrevocable.

(c)   Lump sum payments to be made under this Section 2.040 to Participants
      or, in the case of the Participant's death, to the Participant's
      surviving spouse or joint annuitant shall be made within forty-five
      (45) days following the Participant's retirement, termination of
      employment or death; provided, however, that lump sum payments which
      are to be made under this Section to Participants, surviving spouses or
      joint annuitants who are currently receiving benefits at the time of a
      Change of Control shall be made within forty-five (45) days following
      the Change of Control.

Notwithstanding any provision of this Plan to the contrary, such election may
only be made by a Participant or beneficiary of a Participant who first became
eligible to participate in the Rockwell International Corporation Non-Qualified
Pension Plan prior to June 29, 2001.

                                  ARTICLE III
                                CLAIMS PROCEDURE


3.010 Any person claiming a right to participate in this Plan, claiming a
benefit under this Plan or requesting information under this Plan shall present
the claim or request in writing to the


                                     - 5 -
<PAGE>
Committee, who shall respond in writing within ninety (90) days following his
receipt of the request.

3.020 If the claim or request is denied, the written notice of denial shall
state:

(a)   the reasons for denial;

(b)   a description of any additional material or information required and an
      explanation of why it is necessary; and

(c)   an explanation of this Plan's claim review procedure.

3.030 Any person whose claim or request is denied may make a request for review
by notice given in writing to the Committee.

3.040 A decision on a request for review shall normally be made within ninety
(90) days after the date of such request. If an extension of time is required
for a hearing or other special circumstances, the claimant shall be notified and
the time limit shall be extended by an additional sixty (60) days from the date
of such request. The decision shall be in writing and shall be final and binding
on all parties concerned.

                                   ARTICLE IV
               AMENDMENT AND TERMINATION; MISCELLANEOUS PROVISIONS


4.010 The Board of Directors shall have the power to amend, suspend or terminate
this Plan at any time, except that no such action shall adversely affect rights
with respect to any benefit without the consent of the person affected.

4.020 This Plan shall be interpreted and administered by the Committee;
provided, that interpretations by the Plan Administrator of those provisions of
the Company Pension Plan which are also applicable to this Plan shall be binding
on the Committee.

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 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;


                                     - 6 -
<PAGE>
(b)   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

(c)   supply full and timely information to the Third-Party Administrator on all
      matters relating to the Plan, the Trust, the Participants and any
      surviving spouses and contingent annuitants, the benefits 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.

(d)   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 (as
      defined in Section 1.180).

4.030 This Plan is an unfunded employee benefit plan primarily for providing
deferred compensation to an identified group of management or highly compensated
employees of the Company and is also an excess benefit plan (as defined by
Section 3(36) of ERISA). This Plan is intended to be unfunded for tax purposes
and for purposes of Title I of ERISA. Participants and their beneficiaries,
estates, heirs, successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of the Company or its Affiliates.
Any and all of the assets of the Company and its Affiliates shall be, and
remain, the general, unpledged, unrestricted assets of the Company and its
Affiliates. The Company's and any Affiliate's sole obligation under this Plan
shall be merely that of an unfunded and unsecured promise of the Company or such
Affiliate to pay money in the future.

4.040 Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey, in advance of actual receipt, any
interest he may have hereunder. A Participant's rights to benefits described
herein are and shall be nonassignable and nontransferable prior to actual
distribution as provided by this Plan. Any such attempted assignment or transfer
shall be ineffective with respect to the Company and with respect to any
Affiliate, and the Company's and any Affiliate's sole obligation shall be to
distribute benefits to Participants, their beneficiaries or estates as
appropriate. No part of any Participant's benefits hereunder shall, prior to
actual payment as provided by this Plan, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant or any other person, nor shall any such benefits be transferable
by operation of law in the event of a Participant's or any other persons
bankruptcy or insolvency, except as otherwise required by law.

4.050 This Plan shall not be deemed to constitute a contract of employment
between the Company or any of its Affiliates and any Participant, and no
Participant, beneficiary or estate shall have any right or claim against the
Company or any of its Affiliate under this Plan except as may otherwise be
specifically provided in this Plan. Nothing in this Plan shall be deemed to give
a Participant the right to be retained in the service of the Company or any
Affiliate or to interfere


                                     - 7 -
<PAGE>
with the right of the Company or any Affiliate to discipline, discharge or
change the status of a Participant at any time.

4.060 A Participant will cooperate with the Committee by furnishing any and all
information requested by the Committee or its delegates in order to facilitate
proper administration (including distributions to and in respect of
Participants) of this Plan and by taking such other action as may be reasonably
requested by the Committee or its delegate.

4.070 Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the laws of the State of California. In the event that
any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions of this Plan,
which shall be construed and enforced as if such illegal or invalid provision
were not included in this Plan. The provisions of this Plan shall bind and
obligate the Company and its Affiliates and their successors, including, but not
limited to, any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise, acquire all or substantially all
of the business and assets of the Company or its Affiliates and their successors
of any such company or other business entity.

4.080 All words used in this Plan in the masculine gender shall be construed as
if used in the feminine gender where appropriate. All words used in this Plan in
the singular or plural shall be construed as if used in the plural or singular
where appropriate.

                                   ARTICLE V
                                      TRUST


5.010 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 this Plan and benefits and
account balances due to any 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.

5.020 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
and any 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.


                                     - 8 -
<PAGE>
5.030 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.

5.040 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)   be 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.



                                     - 9 -