ROCKWELL COLLINS INC (Form: 8-K, Received: 11/15/2006 06:08:59)

Exhibit No.		Description
EX-4.a.4		Form of Supplemental Indenture dated December 4, 2006.
EX-10.		Agreement of Resignation, Appointment and Acceptance dated November 9, 2006 by and among Citibank, N.A., The Bank of New York Trust Company, N.A. and Rockwell Collins, Inc.
EX-25.		Form of Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A.

Exhibit 4-a-4

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture" ), dated as of December 4, 2006, among Rockwell Collins, Inc., a Delaware corporation (the "Company" ), and The Bank of New York Trust Company. N.A., as incoming trustee under the indenture referred to below (the "Incoming Trustee" ).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to Citibank, N.A., as trustee (the " Outgoing Trustee "), an indenture (the "Indenture" ), dated as of November 1, 2001, providing for the issuance of an unlimited amount of debt securities (the "Notes" );

WHEREAS, the Company, the Outgoing Trustee and the Incoming Trustee have entered into that certain Agreement of Resignation, Appointment and Acceptance, dated as of November 9, 2006 (as it may be amended from time to time), pursuant to which the Incoming Trustee will succeed to the role of trustee, registrar and paying agent under the Indenture on the date hereof; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Company is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Incoming Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. SUCCESSION. The Indenture is hereby amended as follows:

(a) All references to "Citibank, N.A." are hereby deleted and replaced with "The Bank of New York Trust Company, N.A."

(b) The addresses referred to in the preamble and in the second paragraph of Section 10.01 are hereby deleted and replaced with "2 North LaSalle Street, Suite 1020, Chicago, IL 60602" and "101 Barclay Street, New York, NY 10286", respectively.

3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

5. EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: December 4, 2006

ROCKWELL COLLINS, INC.

By:
Douglas E. Stenske
Treasurer

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee

By:
Roxane Ellwanger
Assistant Vice President

Exhibit 10

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

This Agreement of Resignation, Appointment and Acceptance dated as of November 9, 2006 is made by and among Rockwell Collins, Inc., a Delaware corporation having its principal office at 400 Collins Road NE, Cedar Rapids, IA 52498 (the " Issuer "), Citibank, N.A. , a national banking association having its principal corporate trust office in New York, NY (the " Bank ") and The Bank of New York Trust Company, N.A., a national banking association having its principal office in Los Angeles, CA (" BNYTC ").

RECITALS:

WHEREAS , the Issuer and the Bank entered into an indenture dated as of November 1, 2001 (the " Indenture ") under which the Bank was appointed in the capacities of Trustee, Paying Agent and Security Registrar (collectively the " Capacities ");

WHEREAS, the 4 3/4% Notes due 2013 (the " Securities ") were originally authorized and issued under the Indenture;

WHEREAS , the Issuer desires to appoint BNYTC as the successor to the Bank in its Capacities under the Indenture; and

WHEREAS , BNYTC is willing to accept such appointment as the successor to the Bank in its Capacities under the Indenture.

NOW, THEREFORE , the Issuer, the Bank and BNYTC, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

ARTICLE I

THE BANK

SECTION 1.01. The Bank hereby resigns from its Capacities under the Indenture.

SECTION 1.02. The Bank hereby assigns, transfers, delivers and confirms to BNYTC all right, title and interest of the Bank in its Capacities relating to the Indenture and the Securities and all the rights, powers and trusts of the Bank under the Indenture and the terms of the Securities, provided the Bank shall continue to be entitled to the compensation, expense reimbursement and indemnity provisions and be subject to its obligations concerning liability for its actions as Trustee thereunder, in each case, with respect to the period prior to the Effective Date (as defined below).

ARTICLE II

THE ISSUER

SECTION 2.01. The Issuer hereby accepts the resignation of the Bank from its Capacities under the Indenture.

SECTION 2.02. All conditions relating to the appointment of BNYTC as the successor to the Bank in its Capacities under the Indenture have been met by the Issuer, and the Issuer hereby appoints BNYTC to its Capacities under the Indenture with like effect as if originally named to such Capacities under the Indenture.

ARTICLE III

BNYTC

SECTION 3.01. BNYTC hereby represents and warrants to the Bank and to the Issuer that BNYTC is eligible for appointment as Trustee and is not disqualified to act in the Capacities under the Indenture.

SECTION 3.02. BNYTC hereby accepts its appointment to the Capacities under the Indenture and accepts and assumes the right, title, and interest of the Bank in its Capacities relating to the Indenture and the Securities and the rights, powers, duties and obligations of the Bank under the Indenture and the terms of the Securities, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Indenture.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of 12:01 A.M. local New York time on December 4, 2006 (the " Effective Date ").

SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4.03. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 4.04. The persons signing this Agreement on behalf of the Issuer, BNYTC and the Bank are duly authorized to execute it on behalf of each such party, and each such party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.

SECTION 4.05. The Issuer represents that, as of the Effective Date, it is a Delaware corporation and has been duly organized and is validly existing under the laws of the State of Delaware and with the principal office as identified in the first paragraph hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed in triplicate all as of the day and year first above written.

	ROCKWELL COLLINS, INC. By: /s/ Douglas E. Stenske Douglas E. Stenske Treasurer
	CITIBANK, N.A. By: /s/ Nancy Forte Name: Nancy Forte Title: Assistant Vice President
	THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Roxane Ellwanger Roxane Ellwanger Assistant Vice President

Exhibit 25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ( ) |

___________________________

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

Delaware (State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street, Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

Mildred Quinones-Holmes
Legal Department
The Bank of New York Trust Company, N.A.
One Wall Street , 29th Floor
New York, NY 10286
(212) 635-1889
(Name, address and telephone number of agent for service)
___________________________

ROCKWELL COLLINS, INC.
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-2314475 (I.R.S. employer identification no.)
400 Collins Road NE, Cedar Rapids, IA (Address of principal executive offices)	52498 (Zip code)

______________________

4 3/4% Notes due 2013
(Title of the indenture securities)
___________________________

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name

Address

Comptroller of the Currency -- United States Department of the Treasury

Washington, D.C. 20219

Federal Reserve Bank

San Francisco, California 94105

Federal Deposit Insurance Corporation

Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

3 A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 4th day of December, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By:

Roxane Ellwanger
Assistant Vice President

DE		522314475
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

		ROCKWELL COLLINS, INC.


Date: November 14, 2006	By:	/s/ Gary R. Chadick
		Gary R. Chadick
		Senior Vice President, General Counsel & Secretary

Name	Address
Comptroller of the Currency -- United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429