Exhibit 10-a-8

ROCKWELL INTERNATIONAL CORPORATION

1. Amend Section 2 to redesignate paragraphs (w) and (x) as paragraphs (z) and
(aa), respectively, and to add new, or amend redesignated, paragraphs (k), (m),
(v), (w), (x) and (y), respectively, to read in their entirety as follows:

(k) Meritor. Meritor Automotive, Inc., a Delaware corporation, and effective July 7, 2000, ArvinMeritor, Inc., an Indiana corporation.

(m) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of business on May 31, 1996 who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Merger Closing Date became an employee of United Space Alliance, LLC (USA) immediately upon termination of employment (by retirement or otherwise) by Rockwell or a subsidiary corporation of Rockwell, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of USA and the Corporation, Boeing North American, Boeing or any of their respective subsidiaries shall continue to own at least 50% of the total ownership interests in USA; (iii) any Employee (a Continuing Boeing Participant) as of the opening of business on the Merger Closing Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Merger Closing Date remained or became an employee of Boeing North American, Boeing or any of their respective subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Boeing North American, Boeing or any of their respective subsidiaries; (iv) any Employee (a Continuing Meritor Participant) as of the opening of business on the Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Distribution Date remained or became an employee of Meritor or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Meritor or any of its subsidiaries; (v) any Employee (a Continuing Rockwell Collins Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Collins or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Collins or any of its subsidiaries; and (vi) any Employee (a Continuing Rockwell Science

Center Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Science Center or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Science Center or any of its subsidiaries.

(v) Rockwell. Rockwell International Corporation, a Delaware corporation incorporated in 1996, and any successor thereto.

(w) Rockwell Collins. Rockwell Collins, Inc., a Delaware corporation, and any successor thereto.

(x) Rockwell Collins Distribution Date. The Distribution Date as defined in the Distribution Agreement, dated as of June 29, 2001, by and among Rockwell, Rockwell Collins and Rockwell Science Center relating, among other things, to the distribution of shares of Rockwell Collins Common Stock to Rockwell's shareowners.

(y) Rockwell Science Center. Rockwell Scientific Company LLC, a Delaware limited liability company, and any successor thereto.

3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows:

(c) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights terminates by reason of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant, for a period of three years (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of death.

(d) If a Participant, a Continuing USA Participant, a Continuing Boeing Participant, a Continuing Meritor Participant, a Continuing Rockwell Collins Participant or a Continuing Rockwell Science Center Participant who (or whose

permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights retires under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins or Rockwell Science Center or any of their respective subsidiaries, at any time after a portion thereof has become exercisable, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date upon which they are first exercisable under that Grant for a period of five years from the date of retirement (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of retirement, except that (i) any Options and Stock Appreciation Rights subject to Grants held by a grantee (or a permitted transferee thereof) who retires before either attaining age 62 or fulfilling such other criteria as may be required for an unreduced early retirement benefit for purposes of the applicable retirement plan, may be exercised solely for a period of three years from the date of retirement (or until the expiration date specified in the Grant if earlier) or such shorter period as the Committee may determine within 60 days of a grantee's retirement and (ii) Options and Stock Appreciation Rights subject to Grants made prior to November 30, 1994 may be exercised for such period, not to exceed three years, from the date of retirement as specified in the Grant (or until the expiration date specified in such Grant, if earlier) and only to the extent the grantee thereof (or such permitted transferee) was entitled to exercise the Grant at the time of such retirement.

(e) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights is terminated for any reason other than death or retirement under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins, Rockwell Science Center or any of their respective subsidiaries, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised only within 90 days after the termination of such employment (or until the expiration date specified in the Grant if earlier) and only to the extent the grantee thereof (or a permitted transferee) was entitled to exercise the Options or Stock Appreciation Rights at the time of termination of such employment, unless and except to the extent the Committee may otherwise determine; provided, however, that the Committee shall not in any event permit a longer period of exercise than would have been applicable had the provisions of paragraph (d) above been applicable.

Exhibit 10-b-8

ROCKWELL INTERNATIONAL CORPORATION

1. Amend Section 2 to redesignate paragraphs (y) through (bb) as paragraphs (bb) through (ee), respectively, and to add new, or amend redesignated, paragraphs
(n), (p), (x), (y), (z) and (aa), respectively, to read in their entirety as follows:

(n) Meritor. Meritor Automotive, Inc., a Delaware corporation, and effective July 7, 2000, ArvinMeritor, Inc., an Indiana corporation.

(p) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of business on May 31, 1996 who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Merger Closing Date became an employee of United Space Alliance, LLC (USA) immediately upon termination of employment (by retirement or otherwise) by Rockwell or a subsidiary corporation of Rockwell, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of USA and the Corporation, Boeing North American, Boeing or any of their respective subsidiaries shall continue to own at least 50% of the total ownership interests in USA; (iii) any Employee (a Continuing Boeing Participant) as of the opening of business on the Merger Closing Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Merger Closing Date remained or became an employee of Boeing North American, Boeing or any of their respective subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Boeing North American, Boeing or any of their respective subsidiaries; (iv) any Employee (a Continuing Meritor Participant) as of the opening of business on the Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who as of the close of business on the Distribution Date remained or became an employee of Meritor or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Meritor or any of its subsidiaries; (v) any Employee (a Continuing Rockwell Collins Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Collins or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Collins or any of its subsidiaries; and (vi) any Employee (a Continuing Rockwell Science Center Participant) as of the opening of business on the Rockwell Collins Distribution

Date who then held one or more outstanding Options or Stock Appreciation Rights and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Science Center or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Options or Stock Appreciation Rights and only so long as such an Employee shall remain an employee of Rockwell Science Center or any of its subsidiaries.

(x) Rockwell. Rockwell International Corporation, a Delaware corporation incorporated in 1996, and any successor thereto.

(y) Rockwell Collins. Rockwell Collins, Inc., a Delaware corporation, and any successor thereto.

(z) Rockwell Collins Distribution Date. The Distribution Date as defined in the Distribution Agreement, dated as of June 29, 2001, by and among Rockwell, Rockwell Collins and Rockwell Science Center relating, among other things, to the distribution of shares of Rockwell Collins Common Stock to Rockwell's shareowners.

(aa) Rockwell Science Center. Rockwell Scientific Company LLC, a Delaware limited liability company, and any successor thereto.

2. Amend Sections 9(d), (e) and (f) to read in their entirety as follows:

(d) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights terminates by reason of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date of the death of the Participant, the Continuing USA Participant, the Continuing Boeing Participant, the Continuing Meritor Participant, the Continuing Rockwell Collins Participant or the Continuing Rockwell Science Center Participant for a period of three years (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of death.

(e) If a Participant, a Continuing USA Participant, a Continuing Boeing Participant, a Continuing Meritor Participant, a Continuing Rockwell Collins Participant or a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights

retires under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins or Rockwell Science Center or any of their respective subsidiaries, at any time after a portion thereof has become exercisable, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised from and after the date upon which they are first exercisable under that Grant for a period of five years from the date of retirement (or until the expiration date specified in the Grant if earlier) even if any of them was not exercisable at the date of retirement, except that the Committee may determine within 60 days before or after the retirement date of any such grantee who retires before attaining age 62 that such grantee (or a permitted transferee thereof) may exercise the grantee's outstanding Option or Stock Appreciation Rights solely for such shorter period as the Committee deems appropriate.

(f) If the employment by the Corporation of a Participant, the employment by USA of a Continuing USA Participant, the employment by Boeing North American, Boeing or any of their respective subsidiaries of a Continuing Boeing Participant, the employment by Meritor or any of its subsidiaries of a Continuing Meritor Participant, the employment by Rockwell Collins or any of its subsidiaries of a Continuing Rockwell Collins Participant or the employment by Rockwell Science Center or any of its subsidiaries of a Continuing Rockwell Science Center Participant who (or whose permitted transferee) holds an outstanding Grant of Options or Stock Appreciation Rights is terminated for any reason other than death or retirement under a retirement plan of the Corporation, USA, Boeing North American, Boeing, Meritor, Rockwell Collins, Rockwell Science Center or any of their respective subsidiaries, the Options or Stock Appreciation Rights subject to that Grant and not theretofore exercised may be exercised only within three months after the termination of such employment (or until the expiration date specified in the Grant if earlier) and only to the extent the grantee thereof (or a permitted transferee) was entitled to exercise the Options or Stock Appreciation Rights at the time of termination of such employment, unless and except to the extent the Committee may otherwise determine; provided, however, that the Committee shall not in any event permit a longer period of exercise than would have been applicable had the provisions of paragraph (d) above been applicable.

Exhibit 10-c-7

JULY 31, 2001

TO:

IN ACCORDANCE WITH RESOLUTIONS ADOPTED AT THE JUNE 26, 2001 BOARD MEETING, YOU WERE GRANTED STOCK OPTIONS TO PURCHASE 7,000 SHARES OF THE CORPORATION'S COMMON STOCK AT A PRICE PER SHARE OF $16.05 AND ON TERMS SUBSTANTIALLY SIMILAR TO THE TERMS OF STOCK OPTIONS GRANTED UNDER THIS CORPORATION'S DIRECTORS STOCK PLAN AS IN EFFECT ON THE DATE HEREOF AND AS SET FORTH IN THE ATTACHED STOCK OPTION TERMS AND CONDITIONS, WHICH COMPRISE A PART OF THIS STOCK OPTION AGREEMENT.

PLEASE CONFIRM YOUR ACCEPTANCE OF THIS GRANT, INCLUDING THE ATTACHED STOCK OPTION TERMS AND CONDITIONS, BY SIGNING ONE COPY AT THE PLACE INDICATED AND RETURNING IT TO THE CORPORATION'S OFFICE OF THE SECRETARY IN THE ENCLOSED RETURN ENVELOPE.

ROCKWELL INTERNATIONAL CORPORATION

WILLIAM J. CALISE, JR.

SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY

ACCEPTED AND AGREED TO:

ROCKWELL INTERNATIONAL CORPORATION
DIRECTORS 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) CHANGE OF CONTROL: CHANGE OF CONTROL SHALL HAVE THE SAME MEANING AS SUCH TERM HAS IN ARTICLE III, SECTION 13(I)(1) OF ROCKWELL AUTOMATION'S BY-LAWS.

(b) CHARLES SCHWAB: CHARLES SCHWAB & CO., INC. IS THE STOCK OPTION ADMINISTRATOR WHOM ROCKWELL AUTOMATION HAS ENGAGED TO ADMINISTER AND PROCESS ALL OPTION EXERCISES.

(c) COMMITTEE: THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF ROCKWELL AUTOMATION.

(d) CUSTOMER SERVICE CENTER: CHARLES SCHWAB'S CUSTOMER SERVICE CENTER THAT IS USED TO FACILITATE OPTION TRANSACTIONS. CONTACT CHARLES SCHWAB AT (888) 852-2135.

(e) DIRECTOR: A MEMBER OF THE BOARD OF DIRECTORS OF ROCKWELL AUTOMATION.

(f) NOTICE OF EXERCISE FORM: THE FORM ATTACHED AS EXHIBIT 1 OR ANY OTHER FORM ACCEPTED BY THE SECRETARY OF ROCKWELL AUTOMATION IN HIS SOLE DISCRETION.

(g) OPTIONS: THE STOCK OPTIONS LISTED IN THE FIRST PARAGRAPH OF THE LETTER DATED JULY 31, 2001 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.

(h) OPTION SHARES: THE SHARES OF ROCKWELL AUTOMATION COMMON STOCK ISSUABLE OR TRANSFERABLE ON EXERCISE OF THE OPTIONS.

(i) PLAN: ROCKWELL AUTOMATION'S DIRECTORS STOCK PLAN, AS AMENDED, AND AS SUCH PLAN MAY BE FURTHER AMENDED AND IN EFFECT AT THE RELEVANT TIME.

(j) ROCKWELL AUTOMATION: ROCKWELL INTERNATIONAL CORPORATION, A DELAWARE CORPORATION.

(k) SHARES: SHARES OF ROCKWELL AUTOMATION COMMON STOCK.

(l) STOCK OPTION AGREEMENT: THESE STOCK OPTION TERMS AND CONDITIONS TOGETHER WITH THE LETTER DATED JULY 31, 2001 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 JULY 31, 2002 AND ENDING ON JULY 31, 2011, AS TO AN ADDITIONAL ONE-THIRD (ROUNDED TO THE NEAREST WHOLE NUMBER) OF THE OPTION SHARES DURING THE PERIOD BEGINNING ON JULY 31, 2003 AND ENDING ON JULY 31, 2011 AND AS TO THE BALANCE OF THE OPTION SHARES DURING THE PERIOD BEGINNING ON JULY 31, 2004 AND ENDING ON JULY 31, 2011, AND ONLY DURING THOSE PERIODS, PROVIDED THAT:

(a) IF YOU DIE WHILE A DIRECTOR, YOUR ESTATE, ANY PERSON WHO ACQUIRES THE OPTIONS BY BEQUEST OR INHERITANCE, OR ANY PERSON TO WHOM YOU HAVE TRANSFERRED THE OPTIONS DURING YOUR LIFETIME AS PERMITTED BY SECTION 4 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 JULY 31, 2011 IF EARLIER;

(b) IF YOU RETIRE AS A DIRECTOR AT OR AFTER AGE 72 OR AT AN EARLIER AGE BUT AFTER COMPLETING AT LEAST 10 YEARS OF SERVICE AS A DIRECTOR, YOU (OR IF YOU DIE AFTER YOUR RETIREMENT DATE, YOUR ESTATE OR ANY PERSON WHO ACQUIRES THE OPTIONS BY BEQUEST OR INHERITANCE) OR ANY PERSON TO WHOM YOU HAVE TRANSFERRED THE OPTIONS DURING YOUR LIFETIME AS PERMITTED BY SECTION 4 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 JULY 31, 2011 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 AUTOMATION'S CONFLICT OF INTEREST POLICIES OR OTHER CIRCUMSTANCES THAT THE COMMITTEE MAY DETERMINE AS

SERVING THE BEST INTERESTS OF ROCKWELL AUTOMATION, YOU (OR IF YOU DIE AFTER TERMINATION OF YOUR SERVICE AS A DIRECTOR, YOUR ESTATE OR ANY PERSON WHO ACQUIRES THE OPTIONS BY BEQUEST OR INHERITANCE) OR ANY PERSON TO WHOM YOU HAVE TRANSFERRED THE OPTIONS DURING YOUR LIFETIME AS PERMITTED BY SECTION 4 MAY THEREAFTER EXERCISE THE OPTIONS NOT THERETOFORE EXERCISED THAT ARE EXERCISABLE ON THE DATE YOUR SERVICE AS A DIRECTOR TERMINATES WITHIN (AND ONLY WITHIN) SUCH PERIOD, IF ANY, AFTER YOUR TERMINATION DATE AS THE COMMITTEE MAY DETERMINE BY ACTION TAKEN NOT MORE THAN 60 DAYS AFTER YOUR TERMINATION DATE, WHICH PERIOD SHALL IN NO EVENT END MORE THAN FIVE YEARS AFTER YOUR TERMINATION DATE OR ON JULY 31, 2011, IF EARLIER;

(d) IF YOUR SERVICE AS A DIRECTOR TERMINATES FOR ANY OTHER REASON, THE OPTIONS SHALL TERMINATE FORTHWITH 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 THE REMAINING OPTIONS SHALL BECOME FULLY EXERCISABLE WHETHER OR NOT OTHERWISE THEN EXERCISABLE AND SHALL BE AND REMAIN EXERCISABLE FOR THE APPLICABLE PERIOD HEREINABOVE IN THIS SECTION 2 PROVIDED.

3. EXERCISE PROCEDURE

(a) TO EXERCISE ALL OR ANY PART OF THE OPTIONS, YOU (OR AFTER YOUR DEATH, YOUR ESTATE OR ANY PERSON WHO HAS ACQUIRED THE OPTIONS BY BEQUEST OR INHERITANCE) MUST SUBMIT A NOTICE OF EXERCISE TO ROCKWELL AUTOMATION'S OFFICE OF THE SECRETARY (ATTENTION:
STOCK OPTION ADMINISTRATION; FACSIMILE NUMBER (414) 212-5297) AND THEN CONTACT THE STOCK OPTION ADMINISTRATOR, CHARLES SCHWAB, AS FOLLOWS:

(i) CONTACT THE CUSTOMER SERVICE CENTER BY CALLING (888) 852-2135 MONDAY THROUGH FRIDAY, 9:00 A.M. TO 9:00 P.M. EASTERN TIME AND FOLLOW THE INSTRUCTIONS PROVIDED;

(ii) CONFIRM THE OPTION TRANSACTION THROUGH THE CUSTOMER SERVICE CENTER BY RECEIVING A CONFIRMATION NUMBER;

(iii) 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

- IN A COMBINATION OF CHECK AND SHARES; OR

- BY AUTHORIZING A THIRD PARTY APPROVED BY ROCKWELL AUTOMATION TO SELL THE SHARES (OR A SUFFICIENT PORTION OF THE SHARES) ACQUIRED UPON EXERCISE OF THE OPTION; AND

(iv) 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 AUTOMATION SHALL REQUIRE TO ESTABLISH TO THEIR SATISFACTION THAT THE PERSON SEEKING TO EXERCISE THE OPTIONS IS ENTITLED TO DO SO.

(b) AN EXERCISE OF THE WHOLE OR ANY PART OF THE OPTIONS SHALL BE EFFECTIVE:

(i) IF YOU ELECT (OR AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS 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 FIVE BUSINESS DAYS FOLLOWING THE CONFIRMATION; AND (B) RECEIPT OF ANY DOCUMENTS REQUIRED PURSUANT TO
SECTION 3(a)(iv); AND

(ii) IF YOU ELECT (OR AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS ELECTS) TO PAY THE EXERCISE PRICE OF THE OPTION SHARES IN SHARES OR IN A COMBINATION OF SHARES AND CHECK, (A) UPON CONFIRMATION OF YOUR TRANSACTION BY USING THE CUSTOMER SERVICE CENTER AND FULL PAYMENT OF THE EXERCISE PRICE (AS DEFINED IN SECTION 3(d)(i)) AND WITHHOLDING TAXES (IF APPLICABLE) ARE RECEIVED BY CHARLES SCHWAB WITHIN FIVE BUSINESS DAYS FOLLOWING THE CONFIRMATION; AND (B) RECEIPT OF ANY DOCUMENTS REQUIRED PURSUANT TO SECTION 3(a)(iv).

(c) IF YOU CHOOSE (OR AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS 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), FULL PAYMENT OF THE EXERCISE PRICE FOR THE OPTION SHARES PURCHASED MUST BE MADE WITHIN FIVE BUSINESS DAYS AFTER THE EXERCISE HAS BEEN CONDUCTED AND CONFIRMED THROUGH THE CUSTOMER SERVICE CENTER.

(d) (i) IF YOU CHOOSE (OR AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS 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 AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS) MUST DELIVER TO CHARLES SCHWAB ONE OR MORE CERTIFICATES (AND EXECUTED STOCK POWERS) REPRESENTING:

- AT LEAST THE NUMBER OF SHARES WHOSE VALUE, BASED ON THE CLOSING PRICE OF COMMON STOCK OF ROCKWELL AUTOMATION ON THE NEW YORK STOCK EXCHANGE -- COMPOSITE TRANSACTIONS ON THE DAY YOU HAVE EXERCISED YOUR OPTIONS THROUGH THE CUSTOMER SERVICE CENTER; OR

- ANY LESSER NUMBER OF SHARES YOU DESIRE (OR AFTER YOUR DEATH, THE PERSON ENTITLED TO EXERCISE THE OPTIONS 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 AUTOMATION ON THE NEW YORK STOCK EXCHANGE -- COMPOSITE TRANSACTIONS ON THE DAY YOU HAVE EXERCISED YOUR OPTIONS THROUGH THE CUSTOMER SERVICE CENTER.

(ii) 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), AND ANY FUNDS REQUIRED TO PAY IN FULL THE EXERCISE PRICE FOR THE OPTION SHARES PURCHASED. IN ACCORDANCE WITH SECTION 3(e), 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 FIVE BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE OF SUCH EXERCISE OF THE OPTIONS UNDER SECTION 3(b)(ii).

(iii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS STOCK OPTION AGREEMENT, THE SECRETARY OF ROCKWELL AUTOMATION 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 AND CONFIRMED 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 DELIVER OR CAUSE TO BE DELIVERED TO CHARLES SCHWAB ANY BALANCE OF THE EXERCISE PRICE FOR THE OPTION SHARES TO BE PURCHASED UPON THE EXERCISE PURSUANT TO THE TRANSACTION CONDUCTED THROUGH THE CUSTOMER SERVICE CENTER REQUIRED TO PAY 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 LATER OF THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU CONFIRM 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 THE CORPORATION, IN ITS DISCRETION, TO SET OFF AGAINST SALARY 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

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; PROVIDED, HOWEVER, THAT NO TRANSFER PURSUANT TO THIS CLAUSE (II) SHALL BE EFFECTIVE UNLESS YOU HAVE NOTIFIED THE CORPORATION'S OFFICE OF THE SECRETARY (ATTENTION: STOCK OPTION ADMINISTRATION) IN WRITING SPECIFYING THE OPTION OR OPTIONS TRANSFERRED, THE DATE OF THE GIFT AND THE NAME AND SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER OF THE 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 OR A TRUST FOR THE BENEFIT OF ONE OR MORE MEMBERS OF YOUR IMMEDIATE FAMILY, IN WHICH CASE ONLY 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 AUTOMATION 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 AUTOMATION 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 AUTOMATION 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 FIVE BUSINESS DAYS AFTER CONFIRMATION OF THE OPTION EXERCISE AS PROVIDED IN SECTION 3(a)(ii). IF SUCH PAYMENT IS NOT MADE, ROCKWELL AUTOMATION, IN ITS DISCRETION, SHALL HAVE THE SAME RIGHT OF SET-OFF AS PROVIDED UNDER SECTION 3(e) 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 AUTOMATION AND YOU WITH RESPECT TO THE

EXHIBIT 1

                             NOTICE OF EXERCISE FORM
                           FOR NON-EMPLOYEE DIRECTORS

To:      Rockwell Automation
         Office of the Secretary (MW31)
         777 East Wisconsin Avenue, Suite 1400
         Milwaukee, WI  53202

         Fax No. (414) 212-5297

1. OPTIONS EXERCISED: Subject to the terms and conditions of the Stock Option Agreement dated July 31, 2001 with Rockwell International Corporation (Rockwell Automation) thereunder, I hereby exercise the following stock option(s):

 Date of             Number of              Exercise          Total
 Grant                Shares                Price             Purchase Price

----------           ----------             $                 $

----------           ----------             $                 $

----------           ----------             $                 $

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

- A check payable to Rockwell International Employee Stock Option Program or a wire transfer to Charles Schwab & Co., Inc. for credit to the Rockwell International 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 Automation Common Stock surrendered or sold to pay the Total Purchase Price of the above-itemized stock option(s); AND

Notice of Exercise Form For Officers and Directors Only

If full payment of the Total Purchase Price of the stock option(s) listed in Item 1 is not delivered within five (5) business days after the exercise date, Rockwell Automation 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 THE CORPORATION WHETHER OR NOT PAYMENT ACCOMPANIES THIS FORM AND WHETHER THIS FORM IS DATED BEFORE, ON OR AFTER THE DATE OF SUCH RECEIPT.

Dated:

Exhibit 10-e-4

ROCKWELL INTERNATIONAL CORPORATION

ADOPTED BY BOARD OF DIRECTORS ON JUNE 6, 2001

1. Amend Section 2 to redesignate paragraphs (w) through (y) as paragraphs (z) through (bb), respectively, and to add new, or amend redesignated, paragraphs
(q), (w), (x) and (y), respectively, to read in their entirety as follows:

(q) Participant. (i) Any Employee who has been granted an Award; (ii) any Employee (a Continuing Rockwell Collins Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Awards and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Collins or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Awards and only so long as such an Employee shall remain an employee of Rockwell Collins or any of its subsidiaries; and (iii) any Employee (a Continuing Rockwell Science Center Participant) as of the opening of business on the Rockwell Collins Distribution Date who then held one or more outstanding Awards and who on or before the close of business on the Rockwell Collins Distribution Date remained or became an employee of Rockwell Science Center or any of its subsidiaries, but only for purposes of determining such an Employee's rights with respect to his or her outstanding Awards and only so long as such an Employee shall remain an employee of Rockwell Science Center or any of its subsidiaries.

(w) Rockwell Collins. Rockwell Collins, Inc., a Delaware corporation, and any successor thereto.

(x) Rockwell Collins Distribution Date. The Distribution Date as defined in the Distribution Agreement, dated as of June 29, 2001, by and among Rockwell, Rockwell Collins and Rockwell Science Center relating, among other things, to the distribution of shares of Rockwell Collins Common Stock to Rockwell's shareowners.

(y) Rockwell Science Center. Rockwell Scientific Company LLC, a Delaware limited liability company, and any successor thereto.

Exhibit 10e-5

[TERMS AND CONDITIONS - NON-COMPETE, ISOS, PRIORITY]

ROCKWELL INTERNATIONAL CORPORATION
2000 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) CHANGE OF CONTROL: Change of Control shall have the same meaning as such term has in the Plan.

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

(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such term is defined in the Plan).

(d) CUSTOMER SERVICE CENTER: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at (888) 852-2135.

(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as Exhibit 1 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.

(f) OPTIONS: The stock option or stock options listed in the first paragraph of the letter dated October 1, 2001 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.

(g) OPTION SHARES: The shares of Rockwell Automation Common Stock issuable or transferable on exercise of the Options.

(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.

(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a Delaware corporation doing business as Rockwell Automation, and any successor thereto.

(j) SCHWAB OPTIONCENTER(R): Charles Schwab's stock option management website which you can use to access your stock option account and to facilitate stock option transactions securely on the Web at www.schwab.com/optioncenter.

(k) SHARES: Shares of Rockwell Automation Common Stock.

(l) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together with the letter dated October 1, 2001 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 granted as nonqualified stock options (NQs) and incentive stock options (ISOs) during the period beginning on October 1, 2002 and ending on October 1, 2011, as to an additional one-third (rounded to the nearest whole number) of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2003 and ending on October 1, 2011 and as to the balance of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2004 and ending on October 1, 2011, and only during those periods, provided that:

(a) if you die while an Employee (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and

(b) if your employment by the Corporation terminates other than by death, then:

(i) if your retirement or other termination date is before October 1, 2002, the Options shall lapse on your retirement or other termination and may not be exercised at any time;

(ii) if your employment by the Corporation is terminated for cause, as determined by the Committee (as defined in the Plan), the Options shall expire forthwith upon your termination and may not be exercised thereafter;

(iii) if your employment by the Corporation terminates on or after October 1, 2002 by reason of your retirement under a retirement plan of Rockwell Automation, or under a retirement plan of a subsidiary or affiliate of Rockwell Automation, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; and

(iv) if your employment by the Corporation terminates on or after October 1, 2002 for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.

In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the Options may be exercised.

Notwithstanding any other provision of this Agreement, if a Change of Control shall occur, then all Options then outstanding pursuant to this Agreement shall forthwith become fully exercisable whether or not then otherwise exercisable in accordance with their terms.

3. Exercise Procedure

(a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the Stock Option Administrator, Charles Schwab, by using the Customer Service Center or Schwab OptionCenter(R) as follows:

(i) contact the Customer Service Center by calling 888-852-2135, Monday through Friday 9 a.m. to 9 p.m., ET, or exercise via the Web through the Schwab OptionCenter(R) at www.schwab.com/optioncenter;

(ii) confirm the Option transaction through the Customer Service Center or Schwab OptionCenter(R);

(iii) at any time you may speak to a Customer Service Representative for assistance by calling 888-852-2135;

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

- by check (wire) to your Charles Schwab account; or

- in already-owned Shares; or

- in a combination of check (wire) to your Charles Schwab account and Shares; or

- by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Options; and

(v) 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 Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.

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

(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check (wire), upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) and full payment of the exercise price and withholding taxes (if applicable) are received by Charles Schwab within three (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein; and

(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price of the Option Shares in Shares or in a combination of Shares and check, upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) 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 (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein.

(c) If you choose (or after your death, the person entitled to exercise the Options 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 (wire) 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 (3) business days after the exercise has been completed through the Customer Service Center or Schwab OptionCenter(R).

(d) (i) If you choose (or after your death, the person entitled to exercise the Options 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 after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, of Rockwell Automation shares to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation Form must be submitted via fax (720-785-8874) by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be

referred to 877-636-7551 (Stock Option Administration Group Hotline). The Exercise Request and Attestation Form must attest to your ownership of Shares representing:

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

- any lesser number of Shares you desire (or after your death, the person entitled to exercise the Options 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 to which you are attesting, based on the closing price of Common Stock of Rockwell Automation on the New York Stock Exchange -- Composite Transactions on the day you have exercised your Options through the Customer Service Center or Schwab OptionCenter(R).

(ii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of Shares, valued in accordance with Section 6(e) of the Plan 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 (3) business days following the effective date of such exercise of the Options under Section 3(b)(ii) herein.

(iii) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation 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 completed through the Customer Service Center or Schwab OptionCenter(R), 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 deliver or cause to be delivered to Charles Schwab any balance of the exercise price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted through the Customer Service Center or Schwab OptionCenter(R) required to pay 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 complete the transaction through the Customer Service Center or Schwab OptionCenter(R). If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Corporation, in its discretion, to set off against salary 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) An Exercise Confirmation representing the number of Option Shares purchased will be issued the third business day (trade date plus three business days) (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation's or Charles Schwab's election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the exercise price of those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.

4. Transferability

The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.

5. Withholding

Rockwell Automation 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 Automation or Charles Schwab under the Plan 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 Automation 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 (3) business days after the completion of the Option exercise (Section 3(a)(ii) herein). If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the exercise price.

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 Plan embody the entire agreement and understanding between Rockwell Automation 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.

9. Applicable Laws and Regulations

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

Exhibit 1 Exercise Request and Attestation Form (for use with already-owned shares).

2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[EXISTING ARBITRATION AGREEMENT]

[Grant Date]

To:

Social Security/Account Number:

Dear Optionee:

We are pleased to notify you that you have been granted the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"):

Date of Grant          Type of Grant              Number of Shares              Option Price
-------------          -------------              ----------------              ------------

These stock options (the "Options") have been granted under and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The enclosed Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement.

All option holders must activate an account with Charles Schwab in order to exercise their stock options. There is no cost to open or maintain this account. Please note that if you fail to activate an account with Schwab, you will experience unnecessary delays in the exercise of your options. Instructions for opening your Schwab account are enclosed.

A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the enclosed documents and retain them for future reference.

ROCKWELL INTERNATIONAL CORPORATION

By:

2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[NON-COMPETE, NEW ARBITRATION AGREEMENT]

[Grant Date]

To:

Social Security/Account Number:

Dear Optionee:

We are pleased to notify you that you have been granted the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"):

Date of Grant          Type of Grant              Number of Shares              Option Price
-------------          -------------              ----------------              ------------

These stock options (the "Options") have been granted under and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The terms and conditions of the Options are substantially the same as options previously granted. The enclosed Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement.

All option holders must activate an account with Charles Schwab in order to exercise their stock options. There is no cost to open or maintain this account. Please note that if you fail to activate an account with Schwab, you will experience unnecessary delays in the exercise of your options. Instructions for opening your Charles Schwab account are enclosed.

In partial consideration for the grant of the Options to you, you undertake and agree by your acceptance of this Stock Option Agreement that

(a) during your employment with the Corporation (as defined in the Plan) and for two years after the date of your retirement or other termination of such employment, you shall not (i) directly or indirectly, except with the approval of the Corporation, engage or otherwise participate in any business which is competitive with any significant line of business of the Corporation or any of its affiliates (otherwise than through ownership of not more than 5% of the voting securities of any such competitive business) or (ii) solicit or induce any employee of the Corporation or any of its affiliates to leave his or her employment with the Corporation or any of its affiliates to accept employment or other engagement with any such competitive business; and

(b) in the event that you breach this undertaking, in addition to any and all other remedies the Corporation may have, (i) the Corporation shall have the right to determine by written notice to you that any of the Options then outstanding shall immediately lapse and cease to be exercisable; and (ii) you agree to pay the Corporation upon written demand the amount of the excess of the Fair Market Value (as defined in the Plan) of any shares of the Corporation's Common Stock you acquired upon exercise of any of the Options (other than Options exercised more than two years before the date of your retirement or other termination of employment) over the exercise price for those Shares.

If a Change of Control (as defined in the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of, and shall not limit your activities after, the date of such Change of Control.

This stock option grant is also subject to the condition that you sign and return one copy of the Mutual Agreement to Arbitrate Claims to:

Rockwell Automation Corporate Compensation (MW42) 777 East Wisconsin Avenue, Suite 1400 Milwaukee, WI 53202

The Options will lapse and be of no effect if a copy of this Stock Option Agreement and a copy of the Mutual Agreement to Arbitrate Claims, each properly signed by you, are not received by the Corporate Compensation Department of Rockwell Automation at the above address on or before DECEMBER 31, 2001, unless Rockwell Automation (in its sole discretion) elects in writing to extend that date.

A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the enclosed documents and retain them for future reference.

Agreed to:                                    ROCKWELL INTERNATIONAL CORPORATION
Date:
     --------------------------

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

Employee Signature
[Social Security No.]

[TERMS AND CONDITIONS - INSIDER/ISOS]

ROCKWELL INTERNATIONAL CORPORATION
2000 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) CHANGE OF CONTROL: Change of Control shall have the same meaning as such term has in the Plan.

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

(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such term is defined in the Plan).

(d) CUSTOMER SERVICE CENTER: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at (888) 852-2135.

(e) 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.

(f) NOTICE OF EXERCISE FORM: The form attached as Exhibit 1 or any other form accepted by the Secretary of Rockwell Automation in his sole discretion.

(g) OPTIONS: The stock option or stock options listed in the first paragraph of the letter dated October 1, 2001 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.

(h) OPTION SHARES: The shares of Rockwell Automation Common Stock issuable or transferable on exercise of the Options.

(i) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.

(j) ROCKWELL AUTOMATION: Rockwell International Corporation, a Delaware corporation doing business as Rockwell Automation, and any successor thereto.

(k) SCHWAB OPTIONCENTER(R): Charles Schwab's stock option management website which you can use to access your stock option account and to facilitate stock option transactions securely on the Web at www.schwab.com/optioncenter.

(l) SHARES: Shares of Rockwell Automation Common Stock.

(m) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together with the letter dated October 1, 2001 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 granted as nonqualified stock options (NQs) and incentive stock options (ISOs) during the period beginning on October 1, 2002 and ending on October 1, 2011, as to an additional one-third (rounded to the nearest whole number) of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2003 and ending on October 1, 2011 and as to the balance of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2004 and ending on October 1, 2011, and only during those periods, provided that:

(a) if you die while an Employee (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and

(b) if your employment by the Corporation terminates other than by death, then:

(i) if your retirement or other termination date is before October 1, 2002, the Options shall lapse on your retirement or other termination and may not be exercised at any time;

(ii) if your employment by the Corporation is terminated for cause, as determined by the Committee (as defined in the Plan), the Options shall expire forthwith upon your termination and may not be exercised thereafter;

(iii) if your employment by the Corporation terminates on or after October 1, 2002 by reason of your retirement under a retirement plan of Rockwell Automation, or under a retirement plan of a subsidiary or affiliate of Rockwell Automation, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of

your retirement date or (y) such earlier date as the Committee shall determine by action taken not later than 60 days after your retirement date; and

(iv) if your employment by the Corporation terminates on or after October 1, 2002 for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.

In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the Options may be exercised.

Notwithstanding any other provision of this Agreement, if a Change of Control shall occur, then all Options then outstanding pursuant to this Agreement shall forthwith become fully exercisable whether or not then otherwise exercisable in accordance with their terms.

3. Exercise Procedure

(a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must first obtain authorization from the Rockwell Automation's Office of the Secretary by submitting a Notice of Exercise Form to Rockwell Automation's Office of the Secretary (Attention: Stock Option Administration; facsimile number (414) 212-5297) or by other means acceptable to the Secretary of Rockwell Automation, and then contact the Stock Option Administrator, Charles Schwab, by using the Customer Service Center as follows:

(i) contact the Customer Service Center by calling 888-852-2135, Monday through Friday 9 a.m. to 9 p.m., ET, and follow the instructions provided;

(ii) confirm the Option transaction through the Customer Service Center;

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

- by check (wire) to your Charles Schwab account; or

- in already-owned Shares; or

- in a combination of check (wire) to your Charles Schwab account and Shares; or

- by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Options; and

(iv) 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 Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.

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

(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check (wire), upon (A) completion 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 (3) business days following the exercise; and (B) receipt of any documents required pursuant to
Section 3(a)(iv) herein; and

(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price of the Option Shares in Shares or in a combination of Shares and check, upon (A) completion 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 (3) business days following the exercise; and (ii) receipt of any documents required pursuant to Section 3(a)(iv) herein.

(c) If you choose (or after your death, the person entitled to exercise the Options 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 (wire) 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 (3) business days after the exercise has been completed through the Customer Service Center.

(d) (i) If you choose (or after your death, the person entitled to exercise the Options 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 after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, of Rockwell Automation Shares to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation

Form must be submitted via fax (720-785-8874) by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be referred to 877-636-7551 (Stock Option Administration Group Hotline). The Exercise Request and Attestation Form must attest to your ownership of Shares representing:

- at least the number of Shares whose value, based on the closing price of Common Stock of Rockwell Automation 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 after your death, the person entitled to exercise the Options 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 to which you are attesting, based on the closing price of Common Stock of Rockwell Automation on the New York Stock Exchange -- Composite Transactions on the day you have exercised your Options through the Customer Service Center.

(ii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of Shares, valued in accordance with Section 6(e) of the Plan 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 (3) business days following the effective date of such exercise of the Options under Section 3(b)(ii) herein.

(iii) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation 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 completed 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 deliver or cause to be delivered to Charles Schwab any balance of the exercise price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted through the

Customer Service Center required to pay 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 complete 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 the Corporation, in its discretion, to set off against salary 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) An Exercise Confirmation representing the number of Option Shares purchased will be issued the third business day (trade date plus three business days) (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation's or Charles Schwab's election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the exercise price of those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.

4. Transferability

The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.

5. Withholding

Rockwell Automation 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 Automation or Charles Schwab under the Plan 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 Automation 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 (3) business days after the completion of the Option exercise (Section 3(a)(ii) herein). If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the exercise price.

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 Plan embody the entire agreement and understanding between Rockwell Automation 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.

9. Applicable Laws and Regulations

This Stock Option Agreement and Rockwell Automation's 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)

NOTICE OF EXERCISE FORM
FOR CORPORATE OFFICERS

EXHIBIT 1

To: Rockwell Automation
Office of the Secretary (MW31)
777 East Wisconsin Avenue, Suite 1400 Milwaukee, WI 53202

Fax No. (414) 212-5297

1. OPTIONS EXERCISED: Subject to the terms and conditions of the Stock Option Agreement dated October 1, 2001, with Rockwell International Corporation (Rockwell Automation) thereunder, I hereby exercise the following stock option(s):

Date of           Number of                     Exercise                     Total
  Grant              Shares                       Price               Purchase Price
-------           ---------                 $                         $

-------           ---------                 $                         $

-------           ---------                 $                         $

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 International Employee Stock Option Program or a wire transfer to Charles Schwab for credit to the Rockwell International 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 Automation Common Stock surrendered or sold to pay the Total Purchase Price of the above-itemized stock option(s); OR

- A combination of (i) a check payable to Rockwell International Employee Stock Option Program or a wire transfer to Charles Schwab for credit to the Rockwell International 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).

Notice of Exercise Form For Officers and Directors Only

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 Automation 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 THE CORPORATION WHETHER OR NOT PAYMENT ACCOMPANIES THIS FORM AND WHETHER THIS FORM IS DATED BEFORE, ON OR AFTER THE DATE OF SUCH RECEIPT.

[TERMS AND CONDITIONS - NON-COMPETE, ISOS, NONPRIORITY]

ROCKWELL INTERNATIONAL CORPORATION
2000 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) CHANGE OF CONTROL: Change of Control shall have the same meaning as such term has in the Plan.

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

(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such term is defined in the Plan).

(d) CUSTOMER SERVICE CENTER: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at (800) 654-2593.

(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as Exhibit 1 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.

(f) OPTIONS: The stock option or stock options listed in the first paragraph of the letter dated October 1, 2001 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.

(g) OPTION SHARES: The shares of Rockwell Automation Common Stock issuable or transferable on exercise of the Options.

(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.

(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a Delaware corporation doing business as Rockwell Automation, and any successor thereto.

(j) SCHWAB OPTIONCENTER(R): Charles Schwab's stock option management website which you can use to access your stock option account and to facilitate stock option transactions securely on the Web at www.schwab.com/optioncenter.

(k) SHARES: Shares of Rockwell Automation Common Stock.

(l) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together with the letter dated October 1, 2001 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 granted as nonqualified stock options (NQs) and incentive stock options (ISOs) during the period beginning on October 1, 2002 and ending on October 1, 2011, as to an additional one-third (rounded to the nearest whole number) of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2003 and ending on October 1, 2011 and as to the balance of the Option Shares granted as NQs and ISOs during the period beginning on October 1, 2004 and ending on October 1, 2011, and only during those periods, provided that:

(a) if you die while an Employee (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and

(b) if your employment by the Corporation terminates other than by death, then:

(i) if your retirement or other termination date is before October 1, 2002, the Options shall lapse on your retirement or other termination and may not be exercised at any time;

(ii) if your employment by the Corporation is terminated for cause, as determined by the Committee (as defined in the Plan), the Options shall expire forthwith upon your termination and may not be exercised thereafter;

(iii) if your employment by the Corporation terminates on or after October 1, 2002 by reason of your retirement under a retirement plan of Rockwell Automation, or under a retirement plan of a subsidiary or affiliate of Rockwell Automation, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; and

(iv) if your employment by the Corporation terminates on or after October 1, 2002 for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.

In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the Options may be exercised.

Notwithstanding any other provision of this Agreement, if a Change of Control shall occur, then all Options then outstanding pursuant to this Agreement shall forthwith become fully exercisable whether or not then otherwise exercisable in accordance with their terms.

3. Exercise Procedure

(a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the Stock Option Administrator, Charles Schwab, by using the Customer Service Center or Schwab OptionCenter(R) as follows:

(i) contact the Customer Service Center by calling 800-654-2593, Monday through Friday 9 a.m. to 9 p.m., ET, or exercise via the Web through the Schwab OptionCenter(R) at www.schwab.com/optioncenter;

(ii) confirm the Option transaction through the Customer Service Center or Schwab OptionCenter(R);

(iii) at any time you may speak to a Customer Service Representative for assistance by calling 800-654-2593;

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

- by check (wire) to your Charles Schwab account; or

- in already-owned Shares; or

- in a combination of check (wire) to your Charles Schwab account and Shares; or

- by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Options; and

(v) 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 Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.

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

(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check (wire), upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) and full payment of the exercise price and withholding taxes (if applicable) are received by Charles Schwab within three (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein; and

(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price of the Option Shares in Shares or in a combination of Shares and check, upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) 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 (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein.

(c) If you choose (or after your death, the person entitled to exercise the Options 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 (wire) 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 (3) business days after the exercise has been completed through the Customer Service Center or Schwab OptionCenter(R).

(d) (i) If you choose (or after your death, the person entitled to exercise the Options 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 after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, of Rockwell Automation shares to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation Form must be submitted via fax (720-785-8874) by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be

referred to 877-636-7551 (Stock Option Administration Group Hotline). The Exercise Request and Attestation Form must attest to your ownership of Shares representing:

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

- any lesser number of Shares you desire (or after your death, the person entitled to exercise the Options 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 to which you are attesting, based on the closing price of Common Stock of Rockwell Automation on the New York Stock Exchange -- Composite Transactions on the day you have exercised your Options through the Customer Service Center or Schwab OptionCenter(R).

(ii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of Shares, valued in accordance with Section 6(e) of the Plan 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 (3) business days following the effective date of such exercise of the Options under Section 3(b)(ii) herein.

(iii) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation 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 completed through the Customer Service Center or Schwab OptionCenter(R), 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 deliver or cause to be delivered to Charles Schwab any balance of the exercise price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted through the Customer Service Center or Schwab OptionCenter(R) required to pay 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 complete the transaction through the Customer Service Center or Schwab OptionCenter(R). If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Corporation, in its discretion, to set off against salary 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) An Exercise Confirmation representing the number of Option Shares purchased will be issued the third business day (trade date plus three business days) (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation's or Charles Schwab's election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the exercise price of those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.

4. Transferability

The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.

5. Withholding

Rockwell Automation 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 Automation or Charles Schwab under the Plan 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 Automation 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 (3) business days after the completion of the Option exercise (Section 3(a)(ii) herein). If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the exercise price.

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 Plan embody the entire agreement and understanding between Rockwell Automation 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.

9. Applicable Laws and Regulations

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

Exhibit 1 Exercise Request and Attestation Form (for use with already-owned shares).

2000 LONG-TERM INCENTIVES PLAN
FORM OF OPTION AGREEMENT
[NEW ARBITRATION AGREEMENT]

[Grant Date]

To:

Social Security/Account Number:

Dear Optionee:

We are pleased to notify you that you have been granted the following stock options under the 2000 Long-Term Incentives Plan (the "Plan"):

Date of Grant          Type of Grant              Number of Shares              Option Price
-------------          -------------              ----------------              ------------

These stock options (the "Options") have been granted under and may be exercised only upon the terms and conditions of this Stock Option Agreement, subject in all respects to the provisions of the Plan, as it may be amended. The enclosed Stock Option Terms and Conditions are incorporated in and are part of this Stock Option Agreement.

All option holders must activate an account with Charles Schwab in order to exercise their stock options. There is no cost to open or maintain this account. Please note that if you fail to activate an account with Schwab, you will experience unnecessary delays in the exercise of your options. Instructions for opening your Schwab account are enclosed.

This stock option grant is also subject to the condition that you sign and return one copy of the Mutual Agreement to Arbitrate Claims to:

Rockwell Automation Corporate Compensation (MW42) 777 East Wisconsin Avenue, Suite 1400 Milwaukee, WI 53202

These stock option(s) will be of no effect if the copy of the Mutual Agreement to Arbitrate Claims, properly signed by you, is not received by the Corporate Compensation Department of Rockwell Automation on or before DECEMBER 31, 2001, unless Rockwell Automation (in its sole discretion) elects in writing to extend that date.

A copy of the Plan and Plan Prospectus are enclosed. Please carefully read the enclosed documents and retain them for future reference.

ROCKWELL INTERNATIONAL CORPORATION

[TERMS AND CONDITIONS - STANDARD, NQ]

ROCKWELL INTERNATIONAL CORPORATION
2000 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) CHANGE OF CONTROL: Change of Control shall have the same meaning as such term has in the Plan.

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

(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such term is defined in the Plan).

(d) CUSTOMER SERVICE CENTER: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at (800) 654-2593.

(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as Exhibit 1 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.

(f) OPTIONS: The stock option or stock options listed in the first paragraph of the letter dated October 1, 2001 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.

(g) OPTION SHARES: The shares of Rockwell Automation Common Stock issuable or transferable on exercise of the Options.

(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.

(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a Delaware corporation doing business as Rockwell Automation, and any successor thereto.

(j) SCHWAB OPTIONCENTER(R): Charles Schwab's stock option management website which you can use to access your stock option account and to facilitate stock option transactions securely on the Web at www.schwab.com/optioncenter.

(k) SHARES: Shares of Rockwell Automation Common Stock.

(l) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together with the letter dated October 1, 2001 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 October 1, 2002 and ending on October 1, 2011, as to an additional one-third (rounded to the nearest whole number) of the Option Shares during the period beginning on October 1, 2003 and ending on October 1, 2011 and as to the balance of the Option Shares during the period beginning on October 1, 2004 and ending on October 1, 2011, and only during those periods, provided that:

(a) if you die while an Employee (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and

(b) if your employment by the Corporation terminates other than by death, then:

(i) if your retirement or other termination date is before October 1, 2002, the Options shall lapse on your retirement or other termination and may not be exercised at any time;

(ii) if your employment by the Corporation is terminated for cause, as determined by the Committee (as defined in the Plan), the Options shall expire forthwith upon your termination and may not be exercised thereafter;

(iii) if your employment by the Corporation terminates on or after October 1, 2002 by reason of your retirement under a retirement plan of Rockwell Automation, or under a retirement plan of a subsidiary or affiliate of Rockwell Automation, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; and

(iv) if your employment by the Corporation terminates on or after October 1, 2002 for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.

In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the Options may be exercised.

Notwithstanding any other provision of this Agreement, if a Change of Control shall occur, then all Options then outstanding pursuant to this Agreement shall forthwith become fully exercisable whether or not then otherwise exercisable in accordance with their terms.

3. Exercise Procedure

(a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the Stock Option Administrator, Charles Schwab, by using the Customer Service Center or Schwab OptionCenter(R) as follows:

(i) contact the Customer Service Center by calling 800-654-2593, Monday through Friday 9 a.m. to 9 p.m., ET, or exercise via the Web through the Schwab OptionCenter(R) at www.schwab.com/optioncenter;

(ii) confirm the Option transaction through the Customer Service Center or Schwab OptionCenter(R);

(iii) at any time you may speak to a Customer Service Representative for assistance by calling 800-654-2593;

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

- by check (wire) to your Charles Schwab account; or

- in already-owned Shares; or

- in a combination of check (wire) to your Charles Schwab account and Shares; or

- by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Options; and

(v) 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 Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.

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

(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check (wire), upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) and full payment of the exercise price and withholding taxes (if applicable) are received by Charles Schwab within three (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein; and

(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price of the Option Shares in Shares or in a combination of Shares and check, upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) 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 (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein.

(c) If you choose (or after your death, the person entitled to exercise the Options 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 (wire) 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 (3) business days after the exercise has been completed through the Customer Service Center or Schwab OptionCenter(R).

(d) (i) If you choose (or after your death, the person entitled to exercise the Options 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 after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, of Rockwell Automation shares to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation Form must be submitted via fax (720-785-8874) by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be referred to 877-636-7551 (Stock Option Administration Group Hotline). The

Exercise Request and Attestation Form must attest to your ownership of Shares representing:

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

- any lesser number of Shares you desire (or after your death, the person entitled to exercise the Options 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 to which you are attesting, based on the closing price of Common Stock of Rockwell Automation on the New York Stock Exchange -- Composite Transactions on the day you have exercised your Options through the Customer Service Center or Schwab OptionCenter(R).

(ii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of Shares, valued in accordance with Section 6(e) of the Plan 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 (3) business days following the effective date of such exercise of the Options under Section 3(b)(ii) herein.

(iii) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation 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 completed through the Customer Service Center or Schwab OptionCenter(R), 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 deliver or cause to be delivered to Charles Schwab any balance of the exercise price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted through the Customer Service Center or Schwab OptionCenter(R) required to pay 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 complete the transaction through the Customer Service Center or Schwab OptionCenter(R). If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Corporation, in its discretion, to set off against salary 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) An Exercise Confirmation representing the number of Option Shares purchased will be issued the third business day (trade date plus three business days) (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation's or Charles Schwab's election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the exercise price of those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.

4. Transferability

The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.

5. Withholding

Rockwell Automation 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 Automation or Charles Schwab under the Plan 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 Automation 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 (3) business days after the completion of the Option exercise (Section 3(a)(ii) herein). If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the exercise price.

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 Plan embody the entire agreement and understanding between Rockwell Automation 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.

9. Applicable Laws and Regulations

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

Exhibit 1 Exercise Request and Attestation Form (for use with already-owned shares).

[TERMS AND CONDITIONS - NON-COMPETE, NQ, NONPRIORITY]

ROCKWELL INTERNATIONAL CORPORATION
2000 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) CHANGE OF CONTROL: Change of Control shall have the same meaning as such term has in the Plan.

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

(c) CORPORATION: Rockwell Automation and its Subsidiaries (as such term is defined in the Plan).

(d) CUSTOMER SERVICE CENTER: Charles Schwab's Customer Service Center that is used to facilitate Option transactions. Contact Charles Schwab at (800) 654-2593.

(e) EXERCISE REQUEST AND ATTESTATION FORM: The form attached as Exhibit 1 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.

(f) OPTIONS: The stock option or stock options listed in the first paragraph of the letter dated October 1, 2001 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.

(g) OPTION SHARES: The shares of Rockwell Automation Common Stock issuable or transferable on exercise of the Options.

(h) PLAN: Rockwell Automation's 2000 Long-Term Incentives Plan, as such Plan may be amended and in effect at the relevant time.

(i) ROCKWELL AUTOMATION: Rockwell International Corporation, a Delaware corporation doing business as Rockwell Automation, and any successor thereto.

(j) SCHWAB OPTIONCENTER(R): Charles Schwab's stock option management website which you can use to access your stock option account and to facilitate stock option transactions securely on the Web at www.schwab.com/optioncenter.

(k) SHARES: Shares of Rockwell Automation Common Stock.

(l) STOCK OPTION AGREEMENT: These Stock Option Terms and Conditions together with the letter dated October 1, 2001 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 October 1, 2002 and ending on October 1, 2011, as to an additional one-third (rounded to the nearest whole number) of the Option Shares during the period beginning on October 1, 2003 and ending on October 1, 2011 and as to the balance of the Option Shares during the period beginning on October 1, 2004 and ending on October 1, 2011, and only during those periods, provided that:

(a) if you die while an Employee (as defined in the Plan), your estate, or any person who acquires the Options by bequest or inheritance, 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; and

(b) if your employment by the Corporation terminates other than by death, then:

(i) if your retirement or other termination date is before October 1, 2002, the Options shall lapse on your retirement or other termination and may not be exercised at any time;

(ii) if your employment by the Corporation is terminated for cause, as determined by the Committee (as defined in the Plan), the Options shall expire forthwith upon your termination and may not be exercised thereafter;

(iii) if your employment by the Corporation terminates on or after October 1, 2002 by reason of your retirement under a retirement plan of Rockwell Automation, or under a retirement plan of a subsidiary or affiliate of Rockwell Automation, you (or if you die after your retirement date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period starting on the date you would otherwise have become entitled to exercise the part of the Options so exercised and ending on the fifth anniversary of your retirement date; or if you retire prior to age 62, the earlier of (x) the fifth anniversary of your retirement date or (y) such earlier date as the Compensation and Management Development Committee shall determine by action taken not later than 60 days after your retirement date; and

(iv) if your employment by the Corporation terminates on or after October 1, 2002 for any reason not specified in subparagraph (a) or in clauses (ii) or (iii) of this subparagraph (b), you (or if you die after your termination date, your estate or any person who acquires the Options by bequest or inheritance) may thereafter exercise the Options within (and only within) the period ending three months after your termination date but only to the extent they were exercisable on your termination date.

In no event shall the provisions of the foregoing subparagraphs (a) and
(b) extend to a date after October 1, 2011 the period during which the Options may be exercised.

Notwithstanding any other provision of this Agreement, if a Change of Control shall occur, then all Options then outstanding pursuant to this Agreement shall forthwith become fully exercisable whether or not then otherwise exercisable in accordance with their terms.

3. Exercise Procedure

(a) To exercise all or any part of the Options, you (or after your death, your estate or any person who has acquired the Options by bequest or inheritance) must contact the Stock Option Administrator, Charles Schwab, by using the Customer Service Center or Schwab OptionCenter(R) as follows:

(i) contact the Customer Service Center by calling 800-654-2593, Monday through Friday 9 a.m. to 9 p.m., ET, or exercise via the Web through the Schwab OptionCenter(R) at www.schwab.com/optioncenter;

(ii) confirm the Option transaction through the Customer Service Center or Schwab OptionCenter(R);

(iii) at any time you may speak to a Customer Service Representative for assistance by calling 800-654-2593;

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

- by check (wire) to your Charles Schwab account; or

- in already-owned Shares; or

- in a combination of check (wire) to your Charles Schwab account and Shares; or

- by authorizing Charles Schwab or a third party approved by Rockwell Automation to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Options; and

(v) 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 Automation shall require to establish to their satisfaction that the person seeking to exercise the Options is entitled to do so.

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

(i) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price for the Option Shares entirely by check (wire), upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) and full payment of the exercise price and withholding taxes (if applicable) are received by Charles Schwab within three (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein; and

(ii) if you elect (or after your death, the person entitled to exercise the Options elects) to pay the exercise price of the Option Shares in Shares or in a combination of Shares and check, upon (A) completion of your transaction by using the Customer Service Center or Schwab OptionCenter(R) 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 (3) business days following the exercise; and (B) receipt of any documents required pursuant to Section 3(a)(v) herein.

(c) If you choose (or after your death, the person entitled to exercise the Options 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 (wire) 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 (3) business days after the exercise has been completed through the Customer Service Center or Schwab OptionCenter(R).

(d) (i) If you choose (or after your death, the person entitled to exercise the Options 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 after your death, the person entitled to exercise the Options) must deliver to Charles Schwab an Exercise Request and Attestation Form and cash representing one share, per grant exercised, of Rockwell Automation shares to settle the rounding of the exercise costs. To perform such a stock swap transaction or a partial swap transaction, the Exercise Request and Attestation Form must be submitted via fax (720-785-8874) by 4 PM ET on the date of exercise. Any questions concerning a stock swap transaction should be referred to 877-636-7551 (Stock Option Administration Group Hotline). The

Exercise Request and Attestation Form must attest to your ownership of Shares representing:

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

- any lesser number of Shares you desire (or after your death, the person entitled to exercise the Options 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 to which you are attesting, based on the closing price of Common Stock of Rockwell Automation on the New York Stock Exchange -- Composite Transactions on the day you have exercised your Options through the Customer Service Center or Schwab OptionCenter(R).

(ii) Charles Schwab will advise you (or any other person who, being entitled to do so, exercises the Options) of the exact number of Shares, valued in accordance with Section 6(e) of the Plan 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 (3) business days following the effective date of such exercise of the Options under Section 3(b)(ii) herein.

(iii) Notwithstanding any other provision of this Stock Option Agreement, the Secretary of Rockwell Automation 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 completed through the Customer Service Center or Schwab OptionCenter(R), 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 deliver or cause to be delivered to Charles Schwab any balance of the exercise price for the Option Shares to be purchased upon the exercise pursuant to the transaction conducted through the Customer Service Center or Schwab OptionCenter(R) required to pay 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 complete the transaction through the Customer Service Center or Schwab OptionCenter(R). If such payment is not made, you (for yourself and on behalf of any other person who becomes entitled to exercise the Options) authorize the Corporation, in its discretion, to set off against salary 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) An Exercise Confirmation representing the number of Option Shares purchased will be issued the third business day (trade date plus three business days) (i) after Charles Schwab has received full payment therefor or (ii) at Rockwell Automation's or Charles Schwab's election in their sole discretion, after Rockwell Automation or Charles Schwab has received (x) full payment of the exercise price of those Option Shares and (y) any reimbursement in respect of withholding taxes due pursuant to Section 5 herein.

4. Transferability

The Options are not transferable by you otherwise than by will or by the laws of descent and distribution. During your lifetime, only you are entitled to exercise the Options.

5. Withholding

Rockwell Automation 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 Automation or Charles Schwab under the Plan 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 Automation 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 (3) business days after the completion of the Option exercise (Section 3(a)(ii) herein). If such payment is not made, Rockwell Automation, in its discretion, shall have the same right of set-off with respect to payment of the withholding taxes in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the exercise price.

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 Plan embody the entire agreement and understanding between Rockwell Automation 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.

9. Applicable Laws and Regulations

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

Exhibit 1 Exercise Request and Attestation Form (for use with already-owned shares).

Exhibit 10-e-6

ROCKWELL INTERNATIONAL CORPORATION

MEMORANDUM OF ADJUSTMENTS TO OUTSTANDING OPTIONS UNDER
ROCKWELL INTERNATIONAL CORPORATION'S 1988 LONG-TERM
INCENTIVES PLAN, 1995 LONG-TERM INCENTIVES PLAN,

2000 LONG-TERM INCENTIVES PLAN AND DIRECTORS STOCK PLAN
ADOPTED BY BOARD OF DIRECTORS ON JUNE 6, 2001

Effective upon consummation of the distribution (the "Distribution") by Rockwell International Corporation ("Rockwell") to each holder of shares of Common Stock, par value $1 per share, of Rockwell ("Rockwell Common Stock") as of the close of business on the Record Date (as defined in the Distribution Agreement (the "Distribution Agreement") to be entered into prior to the Distribution by and among Rockwell, New Rockwell Collins, Inc. (to be renamed Rockwell Collins, Inc.) ("Rockwell Collins") and Rockwell Scientific Company
LLC) of one share of Common Stock, par value $.01 per share ("Collins Common Stock"), and one associated preferred share purchase right ("Right"), of Rockwell Collins for each share of Rockwell Common Stock held by such holder on the Record Date (which is subject to satisfaction or waiver of the conditions set forth in the Distribution Agreement), all outstanding options under the Rockwell International Corporation 1988 Long-Term Incentives Plan (the "1988 Plan"), the Rockwell International Corporation 1995 Long-Term Incentives Plan (the "1995 Plan"), the Rockwell International Corporation 2000 Long-Term Incentives Plan (the "2000 Plan") and the Rockwell International Corporation Directors Stock Plan (the "Directors Plan," and, together with the 1988 Plan, the 1995 Plan and the 2000 Plan, the "Rockwell Stock Plans"), pursuant to the equitable adjustment provisions of the applicable Rockwell Stock Plan, shall be adjusted as set forth in this memorandum.

Capitalized terms used in this memorandum but not defined herein will have the meanings ascribed to such terms in the form of Distribution Agreement previously approved by the Board of Directors or, if not defined therein, in the form of Employee Matters Agreement (as defined in the Distribution Agreement) approved by the Board of Directors on the date hereof. As used in this memorandum (including Annex A hereto), the following terms will have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"ACTIVE ROCKWELL AUTOMATION EMPLOYEE" means any individual who, immediately after the Time of Distribution, will be employed by a member of the Rockwell Automation Group pursuant to Section 2.01(a) of the Employee Matters Agreement (other than any such individual who was an employee of the corporate office of Rockwell or its predecessors prior to the Distribution and who has not accepted permanent employment with a member of the Rockwell Automation Group as of the Time of Distribution).

"ACTIVE ROCKWELL COLLINS EMPLOYEE" means any individual who, immediately after the Time of Distribution, will be employed by a member of the Rockwell Collins Group pursuant to Section 2.01(b) of the Employee Matters Agreement.

"AVERAGE PRICE OF OLD ROCKWELL COMMON STOCK" means the average of the daily closing prices per share of Rockwell Common Stock trading on a "regular way" basis (i.e., including the value of the Rockwell Collins Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system for the Pre-Distribution Period; provided, that (a) if any day during the Pre-Distribution Period is an Excluded Day, then such Excluded Day will not be included in the three-day averaging period and up to three Substitute Old Rockwell Trading Days will be included in lieu thereof so that a total of three trading days are included in such averaging period and (b) if any Substitute Old Rockwell Trading Day is so included in the averaging period, then the per share value for such day described in the definition of Substitute Old Rockwell Trading Day will be included for purposes of calculating the Average Price of Old Rockwell Common Stock.

"AVERAGE PRICE OF ROCKWELL AUTOMATION COMMON STOCK" means the average of the daily closing prices per share of Rockwell Common Stock trading on an "ex-distribution when-issued" basis (i.e., without the value of the Rockwell Collins Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system for the Pre-Distribution Period; provided, that if on any day during the Pre-Distribution Period, the daily trading volume of such "ex-distribution when-issued" trading is less than 10,000 shares, then for purposes of calculating the Average Price of Rockwell Automation Common Stock, the Deemed Rockwell Automation When-Issued Value for such day will be included in lieu of the closing price per share of Rockwell Common Stock trading on an "ex-distribution when-issued" basis for such day; provided, further, that (a) if any day during the Pre-Distribution Period is an Excluded Day, then such Excluded Day will not be included in the three-day averaging period and up to three Substitute Rockwell Automation Trading Days will be included in lieu thereof so that a total of three trading days are included in such averaging period and (b) if any Substitute Rockwell Automation Trading Day is so included in the averaging period, then the per share value for such day described in the definition of Substitute Rockwell Automation Trading Day will be included for purposes of calculating the Average Price of Rockwell Automation Common Stock.

"AVERAGE PRICE OF ROCKWELL COLLINS COMMON STOCK" means the average of the daily closing prices per share of Rockwell Collins Common Stock trading on a "when-issued" basis as reported on the NYSE Composite Transactions reporting system for the Pre-Distribution Period; provided, that (a) if any day during the Pre-Distribution Period is an Excluded Day, then such Excluded Day will not be included in the three-day averaging period and up to three Substitute Rockwell Collins Trading Days will be included in lieu thereof so that a total of

three trading days are included in such averaging period and (b) if any Substitute Rockwell Collins Trading Day is so included in the averaging period, then the per share value for such day described in the definition of Substitute Rockwell Collins Trading Day will be included for purposes of calculating the Average Price of Rockwell Collins Common Stock.

"COMMITTEE" means the committee appointed by the Rockwell Board on June 6, 2001 for certain purposes, including in respect of the option adjustments provided for in this Memorandum.

"DEEMED ROCKWELL AUTOMATION WHEN-ISSUED VALUE" means, for any trading day in the Pre-Distribution Period or the Earlier Period, the remainder of (a) the closing price per share of Rockwell Common Stock trading on a "regular way" basis (i.e., including the value of the Rockwell Collins Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system for such day, minus (b) the closing price per share of Rockwell Collins Common Stock trading on a "when-issued" basis as reported on the NYSE Composite Transaction reporting system for such day.

"EARLIER PERIOD" means the three consecutive full NYSE trading days immediately preceding the Pre-Distribution Period.

"EXCLUDED DAY" means any day during the Pre-Distribution Period or the Earlier Period (a) on which the daily trading volume of Rockwell Collins Common Stock trading on a "when-issued" basis is less than 10,000 shares or (b) with respect to which the Committee determines (on or before 2:00 p.m., New York City time, on the first NYSE trading day following the Distribution Date) that (i) the closing price per share of Rockwell Collins Common Stock trading on a "when-issued" basis does not fairly represent the per share value of Rockwell Collins Common Stock and/or (ii) the closing price per share of Rockwell Common Stock trading on an "ex-distribution when-issued" basis or the Deemed Rockwell Automation When-Issued Value does not fairly represent the per share value of Rockwell Common Stock (excluding the value of Rockwell Collins Common Stock to be distributed in respect thereof).

"NYSE" means the New York Stock Exchange, Inc.

"POST-DISTRIBUTION ROCKWELL OPTION SPREAD" means, with respect to any Rockwell Split Option (after its being adjusted pursuant to paragraph
(c) of this memorandum), the product of (a) the Average Price of Rockwell Automation Common Stock minus the per share exercise price of such adjusted Rockwell Split Option, multiplied by (b) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option.

"PRE-DISTRIBUTION PERIOD" means the three consecutive full NYSE trading days ending on and including the Distribution Date.

"PRE-DISTRIBUTION ROCKWELL OPTION SPREAD" means, with respect to any Rockwell Split Option (prior to its being adjusted pursuant to paragraph
(c) of this memorandum), (i) the Average Price of Old Rockwell Common Stock minus the per share exercise price of such unadjusted Rockwell Split Option, multiplied by (ii) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option.

"ROCKWELL AUTOMATION OPTION RATIO" means the amount obtained by dividing (i) the Average Price of Rockwell Automation Common Stock by (ii) the Average Price of Old Rockwell Common Stock.

"ROCKWELL AUTOMATION OPTIONEE" means any Person who (i) immediately after the Time of Distribution is an Active Rockwell Automation Employee, other than those who were employees of the Rockwell corporate office prior to the Time of Distribution and become employees of the Rockwell Automation Business (or remain employees of the Rockwell corporate office) in connection with the Distribution or (ii) is set forth in Schedule 1.02 to the Employee Matters Agreement.

"ROCKWELL COLLINS OPTION" means an option to purchase from Rockwell Collins shares of Rockwell Collins Common Stock provided to a holder of a Rockwell Option pursuant to the provisions of this Memorandum.

"ROCKWELL COLLINS OPTION RATIO" means the amount obtained by dividing (i) the Average Price of Rockwell Collins Common Stock by (ii) the Average Price of Old Rockwell Common Stock.

"ROCKWELL COLLINS OPTION SPREAD" means, with respect to any Rockwell Collins Option received by a holder of a Rockwell Split Option pursuant to paragraph (c) of this memorandum, the Pre-Distribution Rockwell Option Spread of the corresponding Rockwell Option minus the Post-Distribution Rockwell Option Spread of such Rockwell Option.

"ROCKWELL COLLINS OPTIONEE" means any Person who (i) immediately after the Time of Distribution is an Active Rockwell Collins Employee, other than those who were employees of the Rockwell corporate office prior to the Time of Distribution and become employees of the Rockwell Collins Business in connection with the Distribution or (ii) is set forth in Schedule 1.03 to the Employee Matters Agreement.

"ROCKWELL OPTION" means an option to purchase from Rockwell shares of Rockwell Common Stock granted pursuant to one of the Rockwell Stock Plans.

"ROCKWELL SPLIT OPTION" means any Rockwell Option outstanding as of the Time of Distribution held by a Rockwell Split Optionee.

"ROCKWELL SPLIT OPTIONEE" means any individual who holds Rockwell Options at the Time of Distribution who is not a Rockwell Automation Optionee or a Rockwell Collins Optionee.

"SUBSTITUTE OLD ROCKWELL TRADING DAY" means the first immediately preceding NYSE trading day in the Earlier Period that is not already a Substitute Old Rockwell Trading Day or an Excluded Day; provided, that if there are an insufficient number of Substitute Old Rockwell Trading Days available in the Earlier Period for a total of three trading days to be included in the averaging period for the Average Price of Old Rockwell Common Stock, then up to three NYSE trading days immediately following the Distribution Date will be included as Substitute Old Rockwell Trading Days so that a total of three trading days are included in the averaging period; provided, further, that (a) if any NYSE trading day in the Earlier Period is included as a Substitute Old Rockwell Trading Day, then, for purposes of calculating the Average Price of Old Rockwell Common Stock, the closing price per share for that day of Rockwell Common Stock trading on a "regular way" basis (i.e., including the Rockwell Collins Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system will be included for that Substitute Old Rockwell Trading Day and (b) if any NYSE trading day immediately following the Distribution Date is included as a Substitute Old Rockwell Trading Day, then, for purposes of calculating the Average Price of Old Rockwell Common Stock, the sum of the closing prices per share for that day of Rockwell Common Stock and Rockwell Collins Common Stock, each trading on a "regular way" basis and as reported on the NYSE Composite Transactions reporting system, will be included for that Substitute Old Rockwell Trading Day.

"SUBSTITUTE ROCKWELL AUTOMATION TRADING DAY" means the first immediately preceding NYSE trading day in the Earlier Period that is not already a Substitute Rockwell Automation Trading Day or an Excluded Day; provided that if there are an insufficient number of Substitute Rockwell Automation Trading Days available in the Earlier Period for a total of three trading days to be included in the averaging period for the Average Price of Rockwell Automation Common Stock, then up to three NYSE trading days immediately following the Distribution Date will be included as Substitute Rockwell Automation Trading Days so that a total of three trading days are included in the averaging period; provided, further, that
(a) if any NYSE trading day in the Earlier Period is included as a Substitute Rockwell Automation Trading Day, then, for purposes of calculating the Average Price of Rockwell Automation Common Stock, (i) the closing price per share for that day of Rockwell Common Stock trading on an "ex-distribution when-issued" basis as reported on the NYSE Composite Transactions reporting system (if the trading volume for such day of such "ex-distribution when-issued" trading is at least 10,000 shares) or (ii) the Deemed Rockwell Automation When-Issued Value for that day (if the trading volume for such day of such "ex-distribution when-issued" trading is less than 10,000 shares), will be included for that Substitute Rockwell Automation Trading Day and (b) if any NYSE trading day immediately following the Distribute Date is included as a

Substitute Rockwell Automation Trading Day, then, for purposes of calculating the Average Price of Rockwell Automation Common Stock, the closing price per share for that day of Rockwell Common Stock, trading on a "regular way" basis, as reported on the NYSE Composite Transactions reporting system will be included for that Substitute Rockwell Automation Trading Day.

"SUBSTITUTE ROCKWELL COLLINS TRADING DAY" means the first immediately preceding NYSE trading day in the Earlier Period that is not already a Substitute Rockwell Collins Trading Day or an Excluded Day; provided, that if there are an insufficient number of Substitute Rockwell Collins Trading Days available in the Earlier Period for a total of three trading days to be included in the averaging period for the Average Price of Rockwell Collins Common Stock, then up to three NYSE trading days immediately following the Distribution Date will be included as Substitute Rockwell Collins Trading Days so that a total of three trading days are included in the averaging period; provided, further, that (a) if any NYSE trading day in the Earlier Period is included as a Substitute Rockwell Collins Trading Day, then, for purposes of calculating the Average Price of Rockwell Collins Common Stock, the closing price per share for that day of Rockwell Collins Common Stock trading on a "when-issued" basis as reported on the NYSE Composite Transactions reporting system will be included for that Substitute Rockwell Collins Trading Day and (b) if any NYSE trading day immediately following the Distribution Date is included as a Substitute Rockwell Collins Trading Day, then, for purposes of calculating the Average Price of Rockwell Collins Common Stock, the closing price per share for that day of Rockwell Collins Common Stock, trading on a "regular way" basis, as reported on the NYSE Composite Transactions reporting system will be included for that Substitute Rockwell Collins Trading Day.

The adjustments shall be made as follows:

(a) Each Rockwell Option held by a Rockwell Automation Optionee that is outstanding as of the Time of Distribution will be adjusted pursuant to the equitable adjustment and other provisions of the applicable Rockwell Stock Plan under which such Rockwell Option was granted so that the number of shares of Rockwell Common Stock subject to the adjusted Rockwell Option will equal the number of shares subject to such Rockwell Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the reciprocal of the Rockwell Automation Option Ratio. The adjusted Rockwell Option will have a per share exercise price equal to the per share exercise price of such Rockwell Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Automation Option Ratio, rounded up to the nearest hundredth of a cent.

(b) Each Rockwell Option held by a Rockwell Collins Optionee that is outstanding as of the Time of Distribution will be and become a Rockwell Collins Option pursuant to the equitable adjustment and other provisions of the applicable Rockwell Stock Plan under which such Rockwell Option was granted. The

number of shares of Rockwell Collins Common Stock subject to such Rockwell Collins Option will equal the number of shares of Rockwell Common Stock subject to such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the reciprocal of the Rockwell Collins Option Ratio. The per share exercise price of such Rockwell Collins Option will equal the per share exercise price of such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the Rockwell Collins Option Ratio, rounded up to the nearest hundredth of a cent.

(c)(i) Each Rockwell Split Option held by any Person that is outstanding as of the Time of Distribution will be adjusted pursuant to the equitable adjustment and other provisions of the applicable Rockwell Stock Plan under which such Rockwell Split Option was granted so that the per share exercise price of such Rockwell Split Option will equal the per share exercise price of such Rockwell Split Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Automation Option Ratio, rounded up to the nearest hundredth of a cent. The number of shares subject to the adjusted Rockwell Split Option will equal the number of shares subject to such Rockwell Split Option immediately prior to the Time of Distribution.

(c)(ii) Each Person holding a Rockwell Split Option as of the Time of Distribution will receive a Rockwell Collins Option pursuant to the equitable adjustment and other provisions of the applicable Rockwell Stock Plan under which such Rockwell Split Option was granted. The Rockwell Collins Option will have a per share exercise price equal to the per share exercise price of such Rockwell Split Option immediately prior to the Time of Distribution (before the adjustment contemplated by paragraph (c)(i) of this memorandum), multiplied by the Rockwell Collins Option Ratio, rounded up to the nearest hundredth of a cent. The number of shares of Rockwell Collins Common Stock subject to such Rockwell Collins Option will equal the quotient of (i) the Rockwell Collins Option Spread divided by (ii) the remainder of the Average Price of Rockwell Collins Common Stock minus the per share exercise price of such Rockwell Collins Option (as determined pursuant to the preceding sentence).

Attached as Annex A are examples of the option adjustments set forth in this memorandum.

Annex A

Option Adjustment Examples

Each of the following examples is based on the following assumptions:

- the employee has been granted options to acquire 1,000 shares of Rockwell Common Stock;

- the Average Price of Old Rockwell Common Stock is $50;

- the Average Price of Rockwell Automation Common Stock is $25; and

- the Average Price of Rockwell Collins Common Stock is $25.

A. ROCKWELL AUTOMATION OPTIONEES

1. In-the-Money Option:

Pre-Distribution Exercise Price: $30.00

                                   Rockwell              Rockwell
                               Pre-Distribution     Post-Distribution
                               ----------------     -----------------
Number of Option Shares                 1,000                 2,000(1)
Exercise Price                   $      30.00          $      15.00(2)
Average Price                    $      50.00          $      25.00
Aggregate Spread                 $     20,000          $     20,000

(1) 1,000 x $50.00/$25.00 (Reciprocal of Rockwell Automation Option Ratio)

(2) $30.00 x $25.00/$50.00 (Rockwell Automation Option Ratio)

2. Out-of-the-Money Option:

Pre-Distribution Exercise Price: $60.00

                                   Rockwell              Rockwell
                               Pre-Distribution      Post-Distribution
                               ----------------      -----------------
Number of Option Shares                 1,000                 2,000(1)
Exercise Price                   $      60.00          $      30.00(2)
Average Price                    $      50.00          $      25.00
Aggregate Spread                 $    (10,000)         $    (10,000)

(1) 1,000 x $50.00/$25.00 (Reciprocal of Rockwell Automation Option Ratio)

(2) $60.00 x $25.00/$50.00 (Rockwell Automation Option Ratio)

B. ROCKWELL COLLINS OPTIONEES

1. In-the-Money Option:

Pre-Distribution Exercise Price: $30.00

                                   Rockwell              Collins
                               Pre-Distribution      Post-Distribution
                               ----------------      -----------------
Number of Option Shares                 1,000                 2,000(1)
Exercise Price                   $      30.00          $      15.00(2)
Average Price                    $      50.00          $      25.00
Aggregate Spread                 $     20,000          $     20,000

(1) 1,000 x $50.00/$25.00 (Reciprocal of Rockwell Collins Option Ratio)

(2) $30.00 x $25.00/$50.00 (Rockwell Collins Option Ratio)

2. Out-of-the-Money Option:

Pre-Distribution Exercise Price: $60.00

                                   Rockwell              Collins
                               Pre-Distribution      Post-Distribution
                               ----------------      -----------------
Number of Option Shares                 1,000                 2,000(1)
Exercise Price                   $      60.00          $      30.00(2)
Average Price                    $      50.00          $      25.00
Aggregate Spread                 $    (10,000)         $    (10,000)

(1) 1,000 x $50.00/$25.00 (Reciprocal of Rockwell Collins Option Ratio)

(2) $60.00 x $25.00/$50.00 (Rockwell Collins Option Ratio)

C. ROCKWELL SPLIT OPTIONEES

1. In-the-Money Option:

Pre-Distribution Exercise Price: $30.00

                                    Rockwell              Rockwell                 Collins
                                Pre-Distribution      Post-Distribution        Post-Distribution
                                ----------------      -----------------        -----------------
Number of Option Shares                  1,000                 1,000                    1,000(3)
Exercise Price                    $      30.00          $      15.00(1)          $      15.00(2)
Average Price                     $      50.00          $      25.00             $      25.00
Aggregate Spread                  $     20,000          $     10,000             $     10,000

Pre-Dist.                                                                             New Rockwell
Exer. Price        Times                Rockwell Automation Option Ratio         =    Exer. Price
-----------        -----                --------------------------------              -----------
                   Times
     $30.00        Quotient of        $25.00     Divided By         $50.00       =       $15.00

Pre-Dist.                                                                             New Collins
Exer. Price        Times                  Rockwell Collins Option Ratio          =    Exer. Price
-----------        -----                  -----------------------------               -----------
                   Times
     $30.00        Quotient of        $25.00      Divided By        $50.00       =       $15.00

Rockwell
Collins Option                         Avg. Price of               Collins                          Number of
Spread           Divided By the      Rockwell Collins              Post-Distribution                Collins Option
                 Remainder of          Common Stock       Minus    Exer. Price               =      Shares
                 ------------          ------------       -----    -----------                      ------
                 Divided By the
  $10,000(4)     Remainder  of            $25.00          Minus        $15.00                =          1,000

(4) Pre-Distribution Rockwell Option Spread of corresponding Rockwell Split Option ($20,000) - Post-Distribution Rockwell Option Spread of such Rockwell Split Option ($10,000)

2. Out-of-the-Money Option:

Pre-Distribution Exercise Price: $60.00

                                   Rockwell               Rockwell                  Collins
                               Pre-Distribution       Post-Distribution         Post-Distribution
                               ----------------       -----------------         -----------------
Number of Option Shares                 1,000                  1,000                     1,000(3)
Exercise Price                   $      60.00           $      30.00(1)           $      30.00(2)
Average Price                    $      50.00           $      25.00              $      25.00
Aggregate Spread                 $    (10,000)          $     (5,000)             $     (5,000)

Pre-Dist.                                                                             New Rockwell
Exer. Price        Times                Rockwell Automation Option Ratio         =    Exer. Price
-----------        -----                --------------------------------              -----------
                   Times
     $60.00        Quotient of        $25.00      Divided By        $50.00       =       $30.00

Pre-Dist.                                                                             New Collins Exer.
Exer. Price        Times                 Rockwell Collins Option Ratio           =    Price
-----------        -----                 -----------------------------           -    -----
                   Times
     $60.00        Quotient of       $25.00       Divided By        $50.00       =       $30.00

Rockwell                                                         Collins
Collins                              Avg. Price of               Post                   Number of
Option          Divided By the     Rockwell Collins              Distribution           Collins Option
Spread          Remainder of         Common Stock      Minus     Exer. Price     =      Shares
------          ------------         ------------      -----     -----------            ------
                Divided By the
$(5,000)(4)     Remainder of             $25.00        Minus       $30.00        =         1,000

(4) Pre-Distribution Rockwell Option Spread of corresponding Rockwell Split Option ($10,000) - Post-Distribution Rockwell Option Spread of such Rockwell Split Option ($5,000)