0001047469-02-007649 Sample Contracts

ROCKWELL COLLINS, INC. PERFORMANCE UNIT AGREEMENT
Rockwell Collins Inc • December 19th, 2002 • Radio & tv broadcasting & communications equipment • Iowa

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a performance unit award payable in a lump sum cash amount under the Rockwell Collins 2001 Long-Term Incentives Plan (the "Plan"). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Annual Sales Growth Rate (and required Cumulative Sales) and Return on Sales for its fiscal years of 2003 through 2005 (the "Performance Period") as set forth in the matrix attached as Exhibit A (the "Matrix"). The terms and conditions of your award are as set forth in more detail below.

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