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                                                                  Exhibit 10-a-3


                             ROCKWELL COLLINS, INC.
                         2001 LONG-TERM INCENTIVES PLAN
                             STOCK OPTION AGREEMENT
                        STOCK OPTION TERMS AND CONDITIONS


1.    Definitions

      As used in these Stock Option Terms and Conditions, the following words
      and phrases shall have the respective meanings ascribed to them below
      unless the context in which any of them is used clearly indicates a
      contrary meaning:

      (a)   Cashless Exercise: Cashless Exercise shall have the meaning set
            forth in Section 3(a)(ii) herein.

      (b)   Change of Control: Change of Control shall have the same meaning as
            such term has in Section 2(d) of the Plan.

      (c)   Charles Schwab: Charles Schwab & Co., Inc., the Stock Option
            Administrator whom Rockwell Collins has engaged to administer and
            process all Option exercises.

      (d)   Committee: The Compensation and Management Development Committee of
            the Board of Directors of Rockwell Collins.

      (e)   Customer Service Center: Charles Schwab's Customer Service Center
            that is used to facilitate Option transactions. Contact Charles
            Schwab at (877) 804-3529.

      (f)   Director: A member of the Board of Directors of Rockwell Collins.

      (g)   Exercise Request and Attestation Form: The form attached as Exhibit
            2 or any other form accepted by Charles Schwab in connection with
            the use of already-owned Shares to pay all or part of the exercise
            price for the Option Shares to be purchased on exercise of any of
            the Options.

      (h)   Notice of Exercise Form: The form attached as Exhibit 1 or any other
            form accepted by the Secretary of Rockwell Collins in his sole
            discretion.

      (i)   Options: The stock options listed in the first paragraph of the
            letter dated [ ], to which these Stock Option Terms and Conditions
            are attached and which together with these Stock Option Terms and
            Conditions constitute the Stock Option Agreement.
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      (j)   Option Shares: The shares of Rockwell Collins Common Stock issuable
            or transferable on exercise of the Options.

      (k)   Plan: Rockwell Collins 2001 Long-Term Incentives Plan, as such Plan
            may be amended and in effect at the relevant time.

      (l)   Rockwell Collins: Rockwell Collins, Inc., a Delaware corporation.

      (m)   Shares: Shares of Rockwell Collins Common Stock.

      (n)   Stock Option Agreement: These Stock Option Terms and Conditions
            together with the letter dated [ ], to which they are attached.

2.    When Options May be Exercised

      The Options may be exercised, in whole or in part (but only for a whole
      number of shares) and at one time or from time to time, as to one-third
      (rounded to the nearest whole number) of the Option Shares during the
      period beginning on [ ] and ending on [ ], as to an additional one-third
      (rounded to the nearest whole number) of the Option Shares during the
      period beginning on [ ] and ending on [ ] and as to the balance of the
      Option Shares during the period beginning on [ ] and ending on [ ], and
      only during those periods, provided that:

      (a)   if you die while a Director, any person who holds the Options as
            permitted by Section 4 herein may exercise all the Options not
            theretofore exercised within (and only within) the period beginning
            on your date of death (even if you die before you have become
            entitled to exercise all or any part of the Options) and ending
            three years thereafter or on [ ], if earlier;

      (b)   if you retire as a Director after attaining age 70 or at an earlier
            age but after completing at least 5 years of service as a Director,
            you (or any person who holds the Options as permitted by Section 4
            herein) may thereafter exercise all the Options not theretofore
            exercised within (and only within) the period beginning on your
            retirement date (even if you retire before you have become entitled
            to exercise all or any part of the Options) and ending five years
            thereafter or on [ ], if earlier;

      (c)   if your service as a Director terminates as a result of your
            disability or as a result of your resignation for reasons of the
            antitrust laws, compliance with Rockwell Collins' conflict of
            interest policies or other circumstances that the Committee may
            determine as serving the best interests of Rockwell Collins, you (or
            any person who holds the Options as permitted by Section 4 herein)
            may thereafter exercise all the Options not theretofore exercised
            within (and only within) the period beginning on your termination
            date (even if the Options were not exercisable at such termination
            date) and ending one year

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            thereafter or until [ ], if earlier, unless otherwise determined by
            the Committee;

      (d)   if your service as a Director terminates for any reason not
            specified above, the Options shall be void on the date of
            termination of your service as a Director and shall not be exercised
            thereafter; and

      provided, further, that notwithstanding any other provision of the Stock
      Option Agreement, if a Change of Control shall occur, then all outstanding
      Options shall become fully exercisable whether or not otherwise then
      exercisable and shall be and remain exercisable for the applicable period
      hereinabove provided in this Section 2.

3.    Exercise Procedure

      (a)   To exercise all or any part of the Options, you (or any person who
            holds the Options as permitted by Section 4 herein) must submit a
            Notice of Exercise Form to Rockwell Collins' Office of the Secretary
            (Attention: Stock Option Administration; facsimile number (319)
            295-3599) and then contact the Stock Option Administrator, Charles
            Schwab, as follows:

            (i)   contact the Customer Service Center by calling (877) 804-3529
                  Monday through Friday, 9:00 a.m. to 9:00 p.m. Eastern Time and
                  follow the instructions provided;

            (ii)  full payment of the exercise price for the Option Shares to be
                  purchased on exercise of the Options may be made by:

                        -     check; or

                        -     in already-owned Shares; or

                        -     by authorizing a third party approved by Rockwell
                              Collins to sell the Shares (or a sufficient
                              portion of the Shares) acquired upon exercise of
                              the Option ("Cashless Exercise"); or

                        -     in a combination of check and Shares (whether
                              already-owned Shares or Shares issued and
                              subsequently sold in connection with a Cashless
                              Exercise); and

            (iii) in the case of an exercise of the Options by any person other
                  than you seeking to exercise the Options, such documents as
                  Charles Schwab or the Secretary of Rockwell Collins shall
                  require to establish to their satisfaction that the person
                  seeking to exercise the Options is entitled to do so.

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      (b)   An exercise of the whole or any part of the Options shall be
            effective:

            (i)   if you elect (or any person who holds the Options as permitted
                  by Section 4 herein elects) to pay the exercise price for the
                  Option Shares entirely by check, (A) upon confirmation of your
                  transaction by using the Customer Service Center and full
                  payment of the exercise price and withholding taxes (if
                  applicable) are received by Charles Schwab within three
                  business days following the exercise; and (B) receipt of any
                  documents required pursuant to Section 3(a)(iii) herein; and

            (ii)  if you elect (or any person who holds the Options as permitted
                  by Section 4 herein elects) to pay the exercise price of the
                  Option Shares in Shares (whether already-owned Shares or
                  Shares issued and subsequently sold in connection with a
                  Cashless Exercise) or in a combination of Shares (whether
                  already-owned Shares or Shares issued and subsequently sold in
                  connection with a Cashless Exercise) and check, (A) upon
                  confirmation of your transaction by using the Customer Service
                  Center and full payment of the exercise price (as described in
                  Section 3(d)(i) herein) and withholding taxes (if applicable)
                  are received by Charles Schwab within three business days
                  following the exercise; and (B) receipt of any documents
                  required pursuant to Section 3(a)(iii) herein.

      (c)   If you choose (or any person who holds the Options as permitted by
            Section 4 herein chooses) to pay the exercise price for the Option
            Shares to be purchased on exercise of any of the Options entirely by
            check, payment must be made by:

                  -     delivering to Charles Schwab a check in the full amount
                        of the exercise price for those Option Shares; or

                  -     arranging with a stockbroker, bank or other financial
                        institution to deliver to Charles Schwab full payment,
                        by check or (if prior arrangements are made with Charles
                        Schwab) by wire transfer, of the exercise price of those
                        Option Shares.

            In either event, in accordance with Section 3(e) herein, full
            payment of the exercise price for the Option Shares purchased must
            be made within three business days after the exercise has been
            conducted and confirmed through the Customer Service Center.

      (d)   (i)   If you choose (or any person who holds the Options as
                  permitted by Section 4 herein chooses) to use already-owned
                  Shares to pay all or part of the exercise price for the
                  Option Shares to be purchased on exercise of any of the
                  Options, you (or any person who holds the

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                  Options as permitted by Section 4 herein) must deliver to
                  Charles Schwab an Exercise Request and Attestation Form and
                  cash to cover the purchase of one Option Share as specified in
                  such form. To perform such a transaction, the Exercise Request
                  and Attestation Form must be submitted via fax ((720)
                  785-8874) by 4:00 p.m. Eastern Time on the date of exercise
                  and any questions concerning this type of transaction should
                  be referred to (877) 636-7551 (Stock Option Administration
                  Group Hotline) plus:

                        -     at least the number of Shares whose value, based
                              on the closing price of Common Stock of Rockwell
                              Collins on the New York Stock Exchange --
                              Composite Transactions on the day you have
                              exercised your Options through the Customer
                              Service Center, equals the exercise price for the
                              Option Shares; or

                        -     any lesser number of Shares you desire (or any
                              person who holds the Options as permitted by
                              Section 4 herein desires) to use to pay the
                              exercise price for those Option Shares and a check
                              in the amount of such exercise price less the
                              value of the Shares delivered, based on the
                              closing price of Common Stock of Rockwell Collins
                              on the New York Stock Exchange -- Composite
                              Transactions on the day you have exercised your
                              Options through the Customer Service Center.

            (ii)  If you choose (or any person who holds the Options as
                  permitted by Section 4 herein chooses) to use Option Shares
                  obtained by Cashless Exercise to pay all or part of the
                  exercise price for the remaining Option Shares to be purchased
                  on exercise of any of the Options, you (or any person who
                  holds the Options as permitted by Section 4 herein) must
                  contact the Customer Service Center at (877) 804-3529.

            (iii) Charles Schwab will advise you (or any other person who, being
                  entitled to do so, exercises the Options) of the exact number
                  of Shares, at the closing price on the New York Stock Exchange
                  -- Composite Transactions on the effective date of exercise
                  under Section 3(b)(ii) herein, and any funds required to pay
                  in full the exercise price for the Option Shares purchased. In
                  accordance with Section 3(e) herein, you (or such other
                  person) must pay, by check, in Shares or in a combination of
                  check and Shares, any balance required to pay in full the
                  exercise price of the Option Shares purchased within three
                  business days following the effective date of such exercise of
                  the Options under Section 3(b)(ii) herein.

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            (iv)  Notwithstanding any other provision of this Stock Option
                  Agreement, the Secretary of Rockwell Collins may limit the
                  number, frequency or volume of successive exercises of any of
                  the Options in which payment is made, in whole or in part, by
                  delivery of Shares pursuant to this subparagraph (d) to
                  prevent unreasonable pyramiding of such exercises.

      (e)   An exercise conducted through the Customer Service Center,
            whether or not full payment of the exercise price for the Option
            Shares is received by Charles Schwab, shall constitute a binding
            contractual obligation by you (or the other person entitled to
            exercise the Options) to proceed with and complete that exercise
            of the Options (but only so long as you continue, or the other
            person entitled to exercise the Options continues, to be entitled
            to exercise the Options on that date). By your acceptance of this
            Stock Option Agreement, you agree (for yourself and on behalf of
            any other person who becomes entitled to exercise the Options) to
            pay to Charles Schwab in full the exercise price for those Option
            Shares, that payment being by check, wire transfer, in Shares or
            in a combination of check and Shares, on or before the third
            business day after the date on which you conduct the transaction
            through the Customer Service Center.  If such payment is not
            made, you (for yourself and on behalf of any other person who
            becomes entitled to exercise the Options) authorize Rockwell
            Collins, in its discretion, to set off against retainer payments
            or other amounts due or which may become due you (or the other
            person entitled to exercise the Options) any balance of the
            exercise price for those Option Shares remaining unpaid
            thereafter.

      (f)   A book-entry statement representing the number of Option Shares
            purchased will be issued as soon as practicable after Charles Schwab
            has received full payment of the exercise price of those Option
            shares.

4.    Transferability; Nonassignability

      You are not entitled to transfer the Options except (i) by will or by the
      laws of descent and distribution; or (ii) by gift to any member of your
      immediate family or to a trust for the benefit of one or more members of
      your immediate family or to a family charitable trust established by you
      or a member of your family; provided, however, that no transfer pursuant
      to this clause (ii) shall be effective unless you have notified Rockwell
      Collins' Office of the Secretary (Attention: Stock Option Administration)
      in writing specifying the Option or Options transferred, the date of the
      gift or transfer and the name and Social Security or other Taxpayer
      Identification Number of the donee or transferee. During your lifetime,
      only you are entitled to exercise the Options unless you have transferred
      any Option in accordance with this paragraph to a member of your immediate
      family, a trust for the benefit of one or more members of your immediate
      family, or a family charitable trust established by you or a member of
      your family, in which case only

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      that transferee (or the legal representative of the estate or the heirs or
      legatees of that transferee) shall be entitled to exercise that Option.
      For purposes of this paragraph, your "immediate family" shall mean your
      spouse and natural, adopted or step-children and grandchildren.

5.    Withholding

      Rockwell Collins or Charles Schwab shall have the right, in connection
      with the exercise of the Options, in whole or in part, to deduct from any
      payment to be made by Rockwell Collins or Charles Schwab an amount equal
      to the taxes required to be withheld by law with respect to such exercise
      or to require you (or any other person entitled to exercise the Options)
      to pay to it an amount sufficient to provide for any such taxes so
      required to be withheld. By your acceptance of this Stock Option
      Agreement, you agree (for yourself and on behalf of any other person who
      becomes entitled to exercise the Options) that if Rockwell Collins or
      Charles Schwab elects to require you (or such other person) to remit an
      amount sufficient to pay such withholding taxes, you (or such other
      person) must remit that amount within three business days after the date
      of the Option exercise as provided in Section 3(a)(ii) herein. If such
      payment is not made, Rockwell Collins, in its discretion, shall have the
      same right of set-off as provided under Section 3(e) herein with respect
      to payment of the exercise price for Option Shares.


6.    Headings

      The section headings contained in these Stock Option Terms and Conditions
      are solely for the purpose of reference, are not part of the agreement of
      the parties and shall in no way affect the meaning or interpretation of
      this Stock Option Agreement.

7.    References

      All references in these Stock Option Terms and Conditions to Sections,
      paragraphs, subparagraphs or clauses shall be deemed to be references to
      Sections, paragraphs, subparagraphs and clauses of these Stock Option
      Terms and Conditions unless otherwise specifically provided.

8.    Entire Agreement

      This Stock Option Agreement and the other terms applicable to Stock
      Options granted under the Plan embody the entire agreement and
      understanding between Rockwell Collins and you with respect to the
      Options, and there are no representations, promises, covenants, agreements
      or understandings with respect to the Options other than those expressly
      set forth in this Stock Option Agreement and the Plan.

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9.    Applicable Laws and Regulations

      This Stock Option Agreement and Rockwell Collins obligation to issue
      Option Shares hereunder are subject to applicable laws and regulations.




Exhibit 1   Notice of Exercise Form
Exhibit 2   Exercise Request and Attestation Form (For Use With Already-
            Owned Shares)


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                                                                       EXHIBIT 1


                             NOTICE OF EXERCISE FORM


To:   Rockwell Collins, Inc.
      Office of the Secretary
      400 Collins Road NE
      Cedar Rapids, IA  52398

      Fax No. (319) 295-3599


1. OPTIONS EXERCISED: Subject to the terms and conditions of the Stock Option
Agreement dated [ ] with Rockwell Collins, Inc. (Rockwell Collins) thereunder, I
hereby exercise the following stock option(s):

<TABLE>
<CAPTION>
    Date of       Number of         Exercise     Total
    Grant         Shares            Price        Purchase Price
    -----         ------            -----        --------------
<S>               <C>               <C>          <C>
                                    $            $
    ------        ---------         ---------    -
                                    $            $
    ------        ---------         ---------    -
                                    $            $
    ------        ---------         ---------    -
</TABLE>

      2. PAYMENT: The following must be received by Charles Schwab & Co., Inc.
("Charles Schwab") within three business days following the date of exercise:

      -     A check payable to Rockwell Collins Employee Stock Option Program or
            a wire transfer to Charles Schwab for credit to the Rockwell Collins
            Employee Stock Option Program in the amount of the Total Purchase
            Price of the above-itemized stock option(s); or

      -     A number of shares of Rockwell Collins Common Stock surrendered or
            sold to pay the Total Purchase Price of the above-itemized stock
            option(s); or

      -     A combination of (i) check payable to Rockwell Collins Employee
            Stock Option Program or a wire transfer to Charles Schwab for credit
            to the Rockwell Collins Employee Stock Option Program, and (ii) a
            number of Shares surrendered or sold, which together amount to the
            Total Purchase Price of the above-itemized stock option(s).
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                                                         Notice of Exercise Form
                                                 For Officers and Directors Only
                                                                          Page 2


            If full payment of the Total Purchase Price of the stock option(s)
listed in Item 1 is not delivered within three (3) business days after the
exercise date, Rockwell Collins is authorized forthwith to set off the balance
due against any amounts due or which may become due me to satisfy my obligation
to pay the Total Purchase Price.

This Stock Option Exercise may not be revoked or changed after delivery of this
form, properly completed, dated and signed, to Rockwell Collins whether or not
payment accompanies this form and whether this form is dated before, on or after
the date of such receipt.



________________________________
           (Signature)

Printed Name __________________________


Dated:


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