-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VAjMsXzuqqQJkTM7h3Am3lklyDUROuh2WOtDxBSW+Zz7QJRGJUh3D65nwrAxweqf eg6fHk7IaWbkjZJJm8WFzA== 0000950128-96-000640.txt : 19961202 0000950128-96-000640.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950128-96-000640 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19961127 EFFECTIVENESS DATE: 19961127 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001024478 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17031 FILM NUMBER: 96673966 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVE CITY: PITTSBURGH STATE: PA ZIP: 15222-3123 BUSINESS PHONE: 4125654090 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BLVD CITY: SEAL BEACH STATE: CA ZIP: 90740-8250 S-8 1 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ NEW ROCKWELL INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION) Delaware 25-1797617 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF IDENTIFICATION INCORPORATION OR ORGANIZATION) NO.) 2201 Seal Beach Boulevard 90740-8250 Seal Beach, California (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------ ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN, ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES, ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES, ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES AND RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN (FULL TITLE OF THE PLANS) ------------------ WILLIAM J. CALISE, JR. Esq. Senior Vice President, General Counsel and Secretary New Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740-8250 (NAME AND ADDRESS OF AGENT FOR SERVICE) (310) 797-5362 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------ Copy to: PETER R. KOLYER, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 ------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $1 per share (including the associated Preferred Share Purchase Rights) (2)............................... 5,000,000 shares $23.81 $119,050,000 $41,053
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the Securities Act), based on the book value as of June 30, 1996 of the assets to be received by the Registrant in the transaction in which the shares of the Registrant's securities registered pursuant to Registration Statement No. 333-14969 will be issued. (2) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Securities and Exchange Commission (the Commission), are incorporated herein by reference and made a part hereof: (a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration No. 333-14969) by New Rockwell International Corporation (New Rockwell) pursuant to Rule 424(b) under the Securities Act. (b) Annual Report on Form 11-K of the Rockwell International Corporation Savings Plan for the fiscal year ended September 30, 1995. (c) Annual Report on Form 11-K of the Reliance Electric Company Savings and Investment Plan for the fiscal year ended December 31, 1995. (d) Annual Report on Form 11-K of the Allen-Bradley Savings and Investment Plan for Salaried Employees for the fiscal year ended December 31, 1995. (e) Annual Report on Form 11-K of the Allen-Bradley Savings and Investment Plan for Hourly Employees for the fiscal year ended December 31, 1995. (f) Item 1 of the Registration Statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), filed by New Rockwell October 30, 1996. All documents subsequently filed by New Rockwell and the Rockwell International Corporation Savings Plan, Rockwell Retirement Savings Plan for Certain Employees, Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Reliance Electric Company Savings and Investment Plan (the Plans) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. This Item is not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued Common Stock of New Rockwell covered by this Registration Statement, is Senior Vice President, General Counsel and Secretary of New Rockwell. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of their fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec. 102(b)(7) ) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145). Article IX of New Rockwell's Certificate of Incorporation eliminates, and the last paragraph of Article Seventh of New Rockwell's Restated Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware will eliminate, monetary liability of directors for breach of fiduciary duty as directors to the extent permitted by Delaware law. II-1 3 Section 14 of Article III of the By-Laws of New Rockwell provides for the indemnification of directors and officers of New Rockwell to the extent permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to be adopted by New Rockwell will provide, in substance, for the indemnification of directors, officers, employees and agents of New Rockwell to the extent permitted by Delaware law. New Rockwell's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. In addition, New Rockwell and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which New Rockwell or such persons may be required to make in respect thereof. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. This Item is not applicable. ITEM 8. EXHIBITS. 3-a --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to Registration Statement No. 333-14969, is incorporated herein by reference. 3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No. 333-14969, is incorporated herein by reference. 4-a --Form of Restated Certificate of Incorporation of New Rockwell to be filed with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to Registration Statement No. 333-14969, is incorporated herein by reference. 4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein by reference. 4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and ChaseMellon Shareholder Services, L.L.C., as rights agent. 4-d-1 --Copy of Rockwell International Corporation Savings Plan amended and restated as of January 1, 1995, filed as Exhibit 99-a-1 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1995, is hereby incorporated by reference. 4-d-2 --Copy of resolution adopted by the Board of Directors of Rockwell International Corporation (Rockwell) on September 11, 1996 amending the Rockwell International Corporation Savings Plan. 4-d-3 --Copy of resolution adopted by the Board of Directors of Rockwell on November 6, 1996 amending the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees. 4-d-4 --Master Defined Contribution Trust Agreement effective January 1, 1996 between The Employee Benefit Committee of Rockwell and First Interstate Bank of California (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit 99-b to Rockwell's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is hereby incorporated by reference. 4-e-1 --Copy of Rockwell Retirement Savings Plan for Certain Employees effective as of January 1, 1996, filed as Exhibit 4-c to Registration Statement No. 33-64497, is hereby incorporated by reference. 4-f-1 --Copy of Allen-Bradley Savings and Investment Plan for Salaried Employees, as amended and restated effective March 1, 1996, filed as Exhibit 4-c to Registration Statement No. 333-00705, is hereby incorporated by reference. 4-f-2 --Copy of Allen-Bradley Savings and Investment Plan for Hourly Employees, as amended and restated effective March 1, 1996, filed as Exhibit 4-c to Registration Statement No. 333-00711, is hereby incorporated by reference.
II-2 4 4-f-3 --Copy of Trust Agreement made as of September 30, 1995 between the Savings Plan Asset Committee of Allen-Bradley Company, Inc. and First Interstate Bank of California, N.A. (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit 4-d-1 to Registration Statement No. 333-00705, is hereby incorporated by reference. 4-f-4 --Copy of Trust Agreement dated as of December 1, 1981 between Allen-Bradley Company, Inc., as successor by merger to Allen-Bradley Company, and Kenneth W. Krueger, as successor to Gene R. Stevens, Trustee, filed as Exhibit 4-d-2 to Registration Statement No. 333-00705, is hereby incorporated by reference. 4-f-5 --Succession Agreement dated March 25, 1996 among Allen-Bradley Company, Inc., Kenneth W. Krueger and NBD Bank, as Successor Trustee of the trust funds under the Allen-Bradley Savings and Investment Plans, filed as Exhibit 99-a to Rockwell's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is hereby incorporated by reference. 4-g-1 --Copy of the Reliance Electric Company Savings and Investment Plan, as restated effective January 1, 1989, filed as Exhibit 4-c to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-2 --Amendment No. 1 to Reliance Electric Company Savings and Investment Plan, effective January 1, 1989, filed as Exhibit 4-d to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-3 --Amendment No. 2 to Reliance Electric Company Savings and Investment Plan, effective October 1, 1995, filed as Exhibit 4-e to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-4 --Form of Amendment No. 3 to Reliance Electric Company Savings and Investment Plan. 4-g-5 --Copy of Agreement and Declaration of Trust amended and restated as of September 2, 1983 between Reliance Electric Company and Central National Bank of Cleveland (predecessor-in-interest to Wells Fargo Bank, N.A.), filed as Exhibit 4-f to Registration Statement No. 33-62917, is incorporated herein by reference. 4-h-1 --Copy of resolution adopted by the Board of Directors of Rockwell on November 6, 1996 authorizing the assignment of the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees to New Rockwell. 4-h-2 --Form of resolution proposed to be adopted by the Board of Directors of New Rockwell assuming and adopting the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of New Rockwell, as to the legality of any newly issued Common Stock of New Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plans are qualified under Section 401 of the Internal Revenue Code, Rockwell hereby undertakes to submit the Plans and any amendment thereto to the IRS in a timely manner and to make all changes required by the IRS in order to qualify the Plans. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-7 of this Registration Statement. 23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of New Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-c --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this Registration Statement. 24 --Power of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of New Rockwell, filed as Exhibit 24 to Registration Statement No. 333-14969, is incorporated herein by reference.
II-3 5 ITEM 9. UNDERTAKINGS. A. New Rockwell hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of New Rockwell's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and each filing of the Plans' annual reports pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. B. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of New Rockwell pursuant to the foregoing provisions, or otherwise, New Rockwell has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by New Rockwell of expenses incurred or paid by a director, officer or controlling person of New Rockwell in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, New Rockwell will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF NOVEMBER, 1996. NEW ROCKWELL INTERNATIONAL CORPORATION /s/ WILLIAM J. CALISE, JR. By (WILLIAM J. CALISE, JR., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF NOVEMBER, 1996 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE TITLE - --------------------------------------------- --------------------------------------------- DONALD R. BEALL* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director DON H. DAVIS, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) LAWRENCE J. KOMATZ* Vice President and Controller (principal accounting officer) /s/ WILLIAM J. CALISE, JR. * By (WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the power of attorney filed as Exhibit 24 to New Rockwell's Registration Statement on Form S-4 (Registration No. 333-14969). II-5 7 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, EACH OF THE PLANS HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF NOVEMBER, 1996. ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN /S/ ALFRED J. SPIGARELLI By (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES /S/ ALFRED J. SPIGARELLI By (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES /S/ ALFRED J. SPIGARELLI By (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES /S/ ALFRED J. SPIGARELLI By (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN /S/ ALFRED J. SPIGARELLI By (ALFRED J. SPIGARELLI, PLAN ADMINISTRATOR) II-6 8 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of New Rockwell International Corporation, in respect to the Rockwell International Corporation Savings Plan, Rockwell Retirement Savings Plan for Certain Employees, Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Reliance Electric Company Savings and Investment Plan, of (i) our reports dated July 31, 1996 on the consolidated financial statements and financial statement schedule of Rockwell International Corporation, our report dated July 31, 1996 on the financial statements of the Aerospace and Defense Business of Rockwell International Corporation, and our report dated September 16, 1996 on the balance sheet of New Rockwell International Corporation, all appearing in the Proxy Statement-Prospectus which is a part of the Registration Statement No. 333-14969 on Form S-4 of New Rockwell International Corporation; (ii) our report dated March 1, 1996 appearing in the Annual Report on Form 11-K of the Rockwell International Corporation Savings Plan for the year ended September 30, 1995; (iii) our report dated June 28, 1996 appearing in the Annual Report on Form 11-K of the Reliance Electric Company Savings and Investment Plan for the year ended December 31, 1995; (iv) our report dated June 20, 1996 appearing in the Annual Report on Form 11-K of the Allen-Bradley Savings and Investment Plan for Salaried Employees for the year ended December 31, 1995; and (v) our report dated June 20, 1996 appearing in the Annual Report on Form 11-K of the Allen-Bradley Savings and Investment Plan for Hourly Employees for the year ended December 31, 1995. We also consent to the references to us under the heading "Experts" in the Prospectuses which are part of this Registration Statement and in the Proxy Statement-Prospectus which is part of the aforementioned Registration Statement on Form S-4. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania November 26, 1996 ------------------ CONSENT OF COUNSEL The consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of New Rockwell, is included in his opinion filed as Exhibit 5-a hereto. CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectuses related to this Registration Statement on Form S-8 filed by New Rockwell International Corporation in respect of the Rockwell International Corporation Savings Plan, Rockwell Retirement Savings Plan for Certain Employees, Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Reliance Electric Company Savings and Investment Plan. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, New York 10112 November 27, 1996 II-7 9 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - -------- ---- 3-a --New Rockwell's Restated Certificate of Incorporation, filed as Exhibit 3-a to Registration Statement No. 333-14969, is incorporated herein by reference. 3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No. 333- 14969 , is incorporated herein by reference. 4-a --Form of Restated Certificate of Incorporation of New Rockwell to be filed with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to Registration Statement No. 333-14969, is incorporated herein by reference. 4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein by reference. 4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and ChaseMellon Shareholder Services, L.L.C., as rights agent. 4-d-1 --Copy of Rockwell International Corporation Savings Plan amended and restated as of January 1, 1995, filed as Exhibit 99-a-1 to Rockwell's Annual Report on Form 10-K for the year ended September 30, 1995, is hereby incorporated by reference. 4-d-2 --Copy of resolution adopted by the Board of Directors of Rockwell International Corporation (Rockwell) on September 11, 1996 amending the Rockwell International Corporation Savings Plan. 4-d-3 --Copy of resolution adopted by the Board of Directors of Rockwell on November 6, 1996 amending the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees. 4-d-4 --Master Defined Contribution Trust Agreement effective January 1, 1996 between The Employee Benefit Committee of Rockwell and First Interstate Bank of California (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit 99-b to Rockwell's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is hereby incorporated by reference. 4-e-1 --Copy of Rockwell Retirement Savings Plan for Certain Employees effective as of January 1, 1996, filed as Exhibit 4-c to Registration Statement No. 33-64497, is hereby incorporated by reference. 4-f-1 --Copy of Allen-Bradley Savings and Investment Plan for Salaried Employees, as amended and restated effective March 1, 1996, filed as Exhibit 4-c to Registration Statement No. 333-00705, is hereby incorporated by reference. 4-f-2 --Copy of Allen-Bradley Savings and Investment Plan for Hourly Employees, as amended and restated effective March 1, 1996, filed as Exhibit 4-c to Registration Statement No. 333-00711, is hereby incorporated by reference. 4-f-3 --Copy of Trust Agreement made as of September 30, 1995 between the Savings Plan Asset Committee of Allen-Bradley Company, Inc. and First Interstate Bank of California, N.A. (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit 4-d-1 to Registration Statement No. 333-00705, is hereby incorporated by reference. 4-f-4 --Copy of Trust Agreement dated as of December 1, 1981 between Allen-Bradley Company, Inc., as successor by merger to Allen-Bradley Company, and Kenneth W. Krueger, as successor to Gene R. Stevens, Trustee, filed as Exhibit 4-d-2 to Registration Statement No. 333-00705, is hereby incorporated by reference.
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EXHIBIT NUMBER PAGE - -------- ---- 4-f-5 --Succession Agreement dated March 25, 1996 among Allen-Bradley Company, Inc., Kenneth W. Krueger and NBD Bank, as Successor Trustee of the trust funds under the Allen-Bradley Savings and Investment Plans, filed as Exhibit 99-a to Rockwell's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is hereby incorporated by reference. 4-g-1 --Copy of the Reliance Electric Company Savings and Investment Plan, as restated effective January 1, 1989, filed as Exhibit 4-c to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-2 --Amendment No. 1 to Reliance Electric Company Savings and Investment Plan, effective January 1, 1989, filed as Exhibit 4-d to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-3 --Amendment No. 2 to Reliance Electric Company Savings and Investment Plan, effective October 1, 1995, filed as Exhibit 4-e to Registration Statement No. 33-62917, is incorporated herein by reference. 4-g-4 --Form of Amendment No. 3 to Reliance Electric Company Savings and Investment Plan. 4-g-5 --Copy of Agreement and Declaration of Trust amended and restated as of September 2, 1983 between Reliance Electric Company and Central National Bank of Cleveland (predecessor-in-interest to Wells Fargo Bank, N.A.), filed as Exhibit 4-f to Registration Statement No. 33-62917, is incorporated herein by reference. 4-h-1 --Copy of resolution adopted by the Board of Directors of Rockwell on November 6, 1996 authorizing the assignment of the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees to New Rockwell. 4-h-2 --Form of resolution proposed to be adopted by the Board of Directors of New Rockwell assuming and adopting the Rockwell International Corporation Savings Plan and the Rockwell Retirement Savings Plan for Certain Employees. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of New Rockwell, as to the legality of any newly issued Common Stock of New Rockwell covered by this Registration Statement. 5-b --In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the IRS) that the Plans are qualified under Section 401 of the Internal Revenue Code, Rockwell hereby undertakes to submit the Plans and any amendment thereto to the IRS in a timely manner and to make all changes required by the IRS in order to qualify the Plans. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-7 of this Registration Statement. 23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of New Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement.
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EXHIBIT NUMBER PAGE - -------- ---- 23-c --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this Registration Statement. 24 --Power of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of New Rockwell, filed as Exhibit 24 to Registration Statement No. 333-14969, is incorporated herein by reference.
EX-4.C 2 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-c _______________________________________________________________________________ NEW ROCKWELL INTERNATIONAL CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent Rights Agreement Dated as of November 30, 1996 _______________________________________________________________________________ 2 TABLE OF CONTENTS
Page ---- Section 1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2. Appointment of Rights Agent . . . . . . . . . . . . . . . . . . . . 7 Section 3. Issue of Right Certificates . . . . . . . . . . . . . . . . . . . . 7 Section 4. Form of Right Certificates . . . . . . . . . . . . . . . . . . . . . 9 Section 5. Countersignature and Registration . . . . . . . . . . . . . . . . . 10 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates . . . . . . . . . . . . . . . . . . . . . 11 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights . . . . . . . . . . . . . . . . . . . . . 13 Section 8. Cancellation and Destruction of Right Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 9. Availability of Preferred Shares . . . . . . . . . . . . . . . . . . 15 Section 10. Preferred Shares Record Date . . . . . . . . . . . . . . . . . . . . 16 Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights . . . . . . . . . . . . . . . . . . . . . 17 Section 12. Certificate of Adjusted Purchase Price or Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power . . . . . . . . . . . . . . . . . . . . . 31 Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . . . . . 33 Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . . . . . 37 Section 17. Right Certificate Holder Not Deemed a Shareowner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
-i- 3 Section 18. Concerning the Rights Agent . . . . . . . . . . . . . . . . . . . . 38 Section 19. Merger or Consolidation or Change of Name of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . 40 Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . 44 Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . . . . . 46 Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . 50 Section 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 27. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . 53 Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . . . . . . . 54 Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 31. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . 55 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Exhibit A - Form of Right Certificate
-ii- 4 RIGHTS AGREEMENT Agreement, dated as of November 30, 1996, between New Rockwell International Corporation, a Delaware corporation which, following the Spin-Off (as defined herein), will be renamed Rockwell International Corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a "Right") for each Common Share (as hereinafter defined) of the Company to be issued in the distribution of Common Shares (the "Spin-Off") by Rockwell International Corporation, a Delaware corporation, to its shareowners, each Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the effective date of the Spin-Off (the "Record Date") and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined). Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 5 Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person". Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person", as defined pursuant -2- 6 to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person", as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. (b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date of this Agreement. (c) A Person shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities: (i) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; (ii) which such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion -3- 7 rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(c)(ii)(B)) or -4- 8 disposing of any securities of the Company. Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase "then outstanding", when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder. (d) "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in New York are authorized or obligated by law or executive order to close. (e) "Class A Common Stock" shall mean the Class A Common Stock, par value $1 per share, of the Company. (f) "Close of business" on any given date shall mean 5:00 P.M., New York City time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day. (g) "Common Shares" when used with reference to the Company shall mean the shares of Common Stock (as such term is hereinafter defined) and, until all of the issued and outstanding shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock. "Common Shares" when used with reference to any Person other than the Company shall mean the -5- 9 capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. (h) "Common Stock" shall mean the Common Stock, par value $1 per share, of the Company. (i) "Distribution Date" shall have the meaning set forth in Section 3 hereof. (j) "Final Expiration Date" shall have the meaning set forth in Section 7 hereof. (k) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. (l) "Preferred Shares" shall mean shares of Series A Junior Participating Preferred Stock, without par value, of the Company having the rights and preferences set forth in the Certificate of Incorporation of the Company. (m) "Redemption Date" shall have the meaning set forth in Section 7 hereof. (n) "Shares Acquisition Date" shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such. -6- 10 (o) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. Section 3. Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such -7- 11 plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, certificates for Common Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: -8- 12 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Rockwell International Corporation (formerly New Rockwell International Corporation) and ChaseMellon Shareholder Services, L.L.C., dated as of November 30, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Rockwell International Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Rockwell International Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto and may have -9- 13 such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered -10- 14 by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject to the provisions of Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof -11- 15 or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one one-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the -12- 16 Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on the tenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $250, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the -13- 17 shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by certified check, cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate. (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to -14- 18 the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof. Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. Section 9. Availability of Preferred Shares. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in -15- 19 full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due. Section 10. Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares is issued upon -16- 20 the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the Record Date (A) declare a dividend on the Preferred -17- 21 Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. (ii) Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price -18- 22 multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company's Common Stock (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or -19- 23 to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares or fraction thereof. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and -20- 24 preferences as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other -21- 25 than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be -22- 26 distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) (i) For the purpose of any computation hereunder, the "current per share market price" of any security (a "Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the -23- 27 current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security; and provided, further, that in the event that the current per share market price of the shares of Common Stock is determined as of a date prior to the expiration of 30 Trading Days following the Record Date, the current per share market price of the Common Stock shall be deemed to be the average of the daily closing prices per share of Common Stock for the period of Trading Days commencing with the Record Date and ending immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing -24- 28 bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. (ii) For the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be the current per share market price of the Common Stock as determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by one hundred. If neither the shares of Common Stock nor the Preferred Shares are publicly held or so listed or traded, "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. (e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, -25- 29 that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the date of the expiration of the right to exercise any Rights. (f) If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase -26- 30 Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by -27- 31 dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. -28- 32 (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-hundredths of a Preferred Share which were expressed in the initial Right Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument -29- 33 evidencing such holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such shareowners. (n) In the event that at any time after the Record Date and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the Common Shares payable in Common Shares or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares, then in any such case (A) the number of one one-hundredths of a Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by -30- 34 multiplying the number of one one-hundredths of a Preferred Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event, and (B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other -31- 35 Person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of -32- 36 consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. Section 14. Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights -33- 37 or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market -34- 38 in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second -35- 39 sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above). Section 15. Rights of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against -36- 40 actual or threatened violations of the obligations of any Person subject to, this Agreement. Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; (b) after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary. Section 17. Right Certificate Holder Not Deemed a Shareowner. No holder, as such, of any Right Certificate shall be -37- 41 entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareowner of the Company or any right to vote for the election of directors or upon any matter submitted to shareowners at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareowners (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof. Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses -38- 42 of defending against any claim of liability in the premises. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the stock transfer or corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 -39- 43 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the -40- 44 Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own negligence, bad faith or willful misconduct. (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in -41- 45 this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. -42- 46 (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. (h) The Rights Agent and any shareowner, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (i) The Rights Agent may execute and exercise any of the -43- 47 rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the -44- 48 Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation, or an affiliate of such a corporation, organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, -45- 49 shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. Section 23. Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights -46- 50 pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. Section 24. Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights -47- 51 that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after the Record Date if any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at -48- 52 their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares or fraction thereof. -49- 53 (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25. Notice of Certain Events. (a) In case at any time after the Record Date the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its -50- 54 Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable -51- 55 thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof. Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740-8250 Attention: Corporate Secretary Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: ChaseMellon Shareholder Services, L.L.C. 4 Station Square, 3rd Floor Pittsburgh, Pennsylvania 15219 Attention: Manager of Administration Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right -52- 56 Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. Section 27. Supplements and Amendments. The Company may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) and (ii) 10%. -53- 57 Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. Section 29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares). Section 30. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 31. Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. -54- 58 Section 32. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 33. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. -55- 59 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. NEW ROCKWELL INTERNATIONAL CORPORATION Attest: By /s/ EDWARD T. MOEN, II By /s/ WILLIAM J. CALISE, JR. --------------------------- ----------------------------- Title: Assistant Secretary Title: Senior Vice President, General Counsel and Secretary Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By /s/ KATHLEEN KENNELLY By /s/ MARILYN SPISAK --------------------------- ----------------------------- Title: Assistant Vice Title: Vice President President -56- 60 Exhibit A Form of Right Certificate Certificate No. R- _____ Rights NOT EXERCISABLE AFTER _________, 2006 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUB- JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Right Certificate ROCKWELL INTERNATIONAL CORPORATION This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of November 30, 1996 (the "Rights Agreement"), between Rockwell International Corporation, a Delaware corporation (formerly New Rockwell International Corporation) (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on __________, 2006 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company, at a purchase price of $250 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of __________, 1996, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. A-1 61 This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $1 per share. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareowner of the Company or any right to vote for the election of directors or upon any matter submitted to shareowners at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareowners (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. A-2 62 This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________. ATTEST: ROCKWELL INTERNATIONAL CORPORATION By: - ------------------------------ ---------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: --------------------------- Authorized Signature A-3 63 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto _________________________________________ ___________________________________________________________________________ (Please print name and address of transferee) - --------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------- ------------------------------- Signature - ------------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. - ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature - ------------------------------- - ------------------------------------------------------------------------------- A-4 64 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Rockwell International Corporation The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number - ---------------------------------------------------------------------------- (Please print name and address) - ---------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number - ---------------------------------------------------------------------------- (Please print name and address) - ---------------------------------------------------------------------------- Dated: --------------------- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. A-5 65 Form of Reverse Side of Right Certificate -- continued - ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature - ------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. A-6 EX-4.D.2 3 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-d-2 ROCKWELL INTERNATIONAL CORPORATION RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 11, 1996 RESOLVED, that the amendments to the Rockwell International Corporation Savings Plan described in the document entitled "Memorandum of Proposed Amendments to the Rockwell International Corporation Savings Plan," a copy of which was presented to and hereby ordered filed with the records of this meeting, be, and they hereby are, authorized, approved and adopted, effective as of the dates set forth in that Memorandum. 2 MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN Amend the Rockwell International Corporation Savings Plan (the "Plan"), effective as of September 1, 1996, unless otherwise provided below: (i) to cause the transfer of certain Participant account balances from the Rockwell Savings Plan for Certain Eligible Employees into the Plan; (ii) to permit Eligible Employees to participate in and make contributions to the Plan upon completion of thirty (30) days of employment with an Affiliated Company, but with Company Contributions continuing to be made to such Eligible Employees' accounts following the completion of fifty-two (52) weeks of employment; (iii) to permit an Eligible Employee to transfer his entire account balance from his previous employer's qualified individual account plan; (iv) to put into effect, subject to completion of the transaction (the "A&D Transaction") described in the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto, certain of the provisions of such Agreement as they relate to this Plan; and (v) to cause all of the Plan Accounts of all Plan Participants as of the closing date of such A&D Transaction to be fully vested and nonforfeitable. (1) Effective as of the closing date of the A&D Transaction, amend the Preamble to the Plan by adding a new paragraph to the said Preamble, such new paragraph to read as follows: Pursuant to the provisions of the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto (referred to collectively herein as the "A&D Agreement"), the role of sponsor of the Plan as of the closing date of the transaction described in such A&D Agreement (the "A&D Transaction") will be assumed by a newly-formed Rockwell International Corporation. In addition, the terms of the A&D Agreement provide that individuals who, prior to the closing date of the A&D Transaction were Eligible Employees of Rockwell International Corporation or its Affiliated Companies pursuant to the terms of this Plan prior to such Transaction, but who, as a result of the Transaction, are no longer Employees or Eligible Employees hereunder will be fully vested in their Account balances hereunder but will no longer be permitted to make contributions or have Company Contributions made on their behalf to the Plan following the closing date of the A&D Transaction. 3 (2) Effective as of the closing date of the A&D Transaction, amend Article I of the Plan by re-designating the present Sections 1.010 and 1.020, respectively, as Sections 1.020 and 1.025 and by inserting new Sections 1.005, 1.010 and 1.015, to read as follows: 1.005 "A&D Agreement" means the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto. 1.010 "A&D Employee" means a person who, prior to the closing date of the A&D Transaction, was an Employee or Eligible Employee of the Company or an Affiliated Company as constituted under the terms of this Plan prior to such Transaction, but who, as a result of the Transaction, is no longer an Employee or Eligible Employee of the Company or an Affiliated Company. 1.015 "A&D Transaction" means the transaction described in and placed into effect pursuant to the A&D Agreement. (3) Amend Section 1.055 of the Plan in its entirety and add a new Section 1.058 to the Plan, such Sections to read as follows: 1.055 "Board of Directors" means the Board of Directors of Rockwell International Corporation; provided, however, that any action or determination of the Board of Directors under Sections 1.030(c), 1.090, 1.190, 2.020(d) and 13.020 may be taken by any officer or officers of Rockwell International Corporation authorized by the Board of Directors. 1.058 "Boeing" means The Boeing Company, a Delaware corporation and its affiliates, specifically including Boeing North American, Inc. (4) Effective as of the closing date of the A&D Transaction, amend Sections 1.080 and 1.085 of the Plan in their entirety to read as follows: 1.080 "Common Stock" means the common stock, other than Class A Stock, of Rockwell International Corporation and, as of the closing date of the A&D Transaction, the common stock of The Boeing Company. 4 1.085 "Common Unit" means a Unit of Stock Fund A, Stock Fund B, Stock Fund C or Stock Fund D attributable to Common Stock. (5) Amend Article I of the Plan by adding a new Section 1.285 thereto, such new Section to read as follows: 1.285 "Participant Contributions" means a Participant's Compensation Deduction Contributions, Supplemental Deduction Contributions, Compensation Deferral Contributions and Supplemental Deferral Contributions. (6) Effective as of the closing date of the A&D Transaction, amend Article I of the Plan by re-designating the present Section 1.360 as Section 1.355 and by adding new Sections 1.360 and 1.365 to the said Article, such new Sections to read as follows: 1.360 "Stock Fund C" means the fund established by the Trustee pursuant to Section 10.020(a)(vii). 1.365 "Stock Fund D" means the fund established by the Trustee pursuant to Section 10.020(a)(viii). (7) Effective as of the closing date of the A&D Transaction, amend Section 1.430 of the Plan in its entirety to read as follows: 1.430 "Trust Fund" means the fund, including the earnings thereon, held by the Trustee for all contributions made by Participants and the Company pursuant to the Plan. The Trust Fund shall be divided into a Diversified Fund, Fixed Income Fund, Guaranteed Return Fund, Intermediate Term Bond Fund, Stock Fund A, Stock Fund B and, effective as of the closing date of the A&D Transaction, Stock Fund C and Stock Fund D. (8) Amend Section 2.010 of the Plan in its entirety to read as follows: 2.010 Initial Participation. (a) Subject to subsections (b) and (c) of this Section: (i) an Eligible Employee who first becomes an Employee prior to October 1, 1987, may elect to participate in the Plan if he has completed at least twenty-six (26) weeks of employment with an Affiliated Company; 5 (ii) an Eligible Employee who first becomes an Employee on or after October 1, 1987, may elect to participate in the Plan if he has completed at least fifty-two (52) weeks of employment with an Affiliated Company; and (iii) effective October 1, 1996, an Eligible Employee may elect to participate in the Plan as of the first day of the month following his completion of one month of employment with an Affiliated Company. An election to participate shall be made with at least fifteen (15) days notice to the Plan Administrator and shall become effective on the first payroll payment date following the expiration of the notice period. An election by an Eligible Employee to contribute to the Plan shall remain in effect except as provided in subsections (b) and (c). (b) No contributions shall be made by, or with respect to, any Participant after any of the following events until such Participant again makes an election that is effective under subsection (a): (i) the Participant ceases to be an Employee; (ii) the Participant receives a distribution under Section 5.020, 5.030 or 5.040; or (iii) the Participant voluntarily elects to have contributions suspended under Section 8.010. (c) No contributions shall be made by, or with respect to, any Participant during any period of suspension of contributions described in Section 8.010 or Section 8.020. (9) Amend subsection (c) of Section 2.020 of the Plan in its entirety to read as follows: (c) In addition to the elections and authorizations set forth in (a) and (b), the Participant shall elect, as provided in Section 2.060, in which Investment Funds his Participant Contributions and, if applicable, his Transfer Contributions are to be invested; provided, however, that the Participant shall not be permitted to have his Participant Contributions and Transfer Contributions invested in Stock Funds A, C and D. Such investments shall be elected by the Participant among the Investment Funds in increments of five percent (5%), with the total of the elected percentage increments equaling one hundred percent (100%). 6 (10) Amend Section 2.025 of the Plan by re-designating the present subsections (c) and (d) as new subsections (e) and (f) and by inserting new subsections (c) and (d) to read as follows: (c) With the prior consent of the Plan Administrator, a Participant who is presently an Eligible Employee but who formerly, though an Employee, was a participant in a qualified individual account plan associated with a business or location to which the Company has extended this Plan after on or after May 1, 1996, may cause his account balances in such an individual account plan to be transferred to this Plan. Such transferred account balances (which shall be entirely in cash or, if such balances consist in whole or in part of participant loans from the transferring plan, in cash and in kind) shall constitute Transfer Contributions and shall not constitute Deferral or Deduction Contributions under Section 2.020. (d) A Participant who is presently an Eligible Employee but who formerly was not an Eligible Employee may elect (by providing the Plan Administrator with notice thereof) to have the entire amount credited to his account in a qualified individual account plan of a former employer transferred to this Plan or, in accordance with and subject to applicable provisions of the Code, may elect to transfer to this Plan any portion of the balance credited to him in a qualified trust which has been paid to him in a qualifying rollover distribution as defined in section 402(a)(5)(D)(i) of the Code, subject to the following: (i) Such Transfer Contributions are eligible for receipt hereunder only if they are derived entirely from employer contributions (and earnings thereon) to a qualified profit sharing plan which were contributed either pursuant to a qualified cash or deferred arrangement under Code section 401(k) or as amounts in which the Participant had a nonforfeitable interest and which were based upon the amount of contributions in a qualified cash or deferred arrangement; and 7 (ii) No portion of such Transfer Contributions may be derived from a transfer from a qualified plan which at any time had provided benefit payments in a form other than a lump sum while such assets or balances were held under such plan. (11) Effective as of the closing date of the A&D Transaction, amend Section 2.060 of the Plan in its entirety to read as follows: 2.060 Changes in Investment Elections. A Participant may make an Investment Fund election or change any previous Investment Fund election he has made under Section 2.020(c) regarding his Participant Contributions; provided, however, that the Participant shall not be permitted to elect to have investment of his Participant Contributions changed to Stock Funds A, C and D. Such an election or change of election may be made by the Participant once per calendar year quarter and shall be effective as of the last business day of the month in which the election or change of election is made. (12) Amend subsections (a) and (b) of Section 2.070 in their entirety to read as follows: (a) A Participant may elect once in each calendar year quarter to have the whole or portions of the value of Units in one or more of the Investment Funds (other than Stock Fund B and the Guaranteed Return Fund), which Units are attributable to his Deferral, Deduction and Transfer Contributions under Section 2.020, transferred into, and then converted to Units of, one or more of the other Investment Funds (including Stock Fund B, but excluding the Guaranteed Return Fund). The Unit transfers and conversions described in the preceding sentence shall be effected on the first day of the calendar month immediately succeeding the month in which elected by the Participant and shall be in increments of 5% of the value of the Participant's Units in the transferring Fund(s). (b) In addition to the elections available under subsection (a), the following elections shall be available to eligible Participants: (i) A Participant who has not attained age fifty-five (55) may elect once in each calendar year, by giving the Company notice of such election, to have ten percent (10%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B which are attributable to the Participant's Deferral, Deduction and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund. 8 (ii) A Participant who is still an Employee and has attained age fifty-five (55), but not age sixty-five (65), may elect once in each calendar year, by giving the Company notice of such election, to have fifty percent (50%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B which are attributable to the Participant's Deferral, Deduction and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund; provided, however, that the Participant may not make an election under this paragraph (ii) during the same calendar year in which an election has been made under paragraph (i). (iii) A Participant who is still an Employee and has attained age sixty-five (65) or a Retiree of any age (including, for purposes of this paragraph, an individual who has retired from employment with Boeing) who has elected deferred distribution pursuant to Section 5.020(b) may elect once each calendar year quarter to have the total value or a portion (in 5% increments) of the total value of all Units in Stock Funds A, B and C which are attributable, respectively, to Company Contributions, Participant Contributions and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund or Stock Fund B. (iv) If, as a result of an election made pursuant to paragraph (iii) by a Participant who is still an Employee, one hundred percent (100%) of the Participant's interest in Stock Fund A has been transferred to other Investment Funds, all subsequent Company Contributions, if any, made to the Participant's Company Contributions Account after the effective date of such election shall be made in cash and shall be invested in the same manner as are the investments described in Section 2.020(c). If less than one hundred percent (100%) of the Participant's interest in Stock Fund A has been so transferred, such Company Contributions shall continue to be made in the manner described in Section 3.010(b). 9 (13) Effective as of the closing date of the A&D Transaction, amend Section 2.070 of the Plan by re-designating current subsections (c), (d) and (e) as subsections (e), (f) and (g), respectively; by re-designating current subsection (f) as subsection (c); and by adding a new subsection (d) to the said Section 2.070, such new subsection to read as follows: (d) A Participant with Units in Stock Fund D may elect once in each calendar year quarter, by giving the Plan Administrator notice of such election, to have the whole or portions of the value of Units in Stock Fund D, which Units are attributable to the Participant's own Participant Contributions and, if applicable, to his Transfer Contributions transferred into, and then converted to Units of, one or more of the Investment Funds (excluding Stock Fund B and the Guaranteed Return Fund). The Unit transfers and conversions described in the preceding sentence shall be effected on the first day of the calendar month immediately succeeding the month in which elected by the Participant and shall be in increments of 5% of the value of the Participant's Units in the said Stock Fund D. (14) Amend subsection (a) of Section 3.010 in its entirety to read as follows: (a) The Company shall contribute to the Trust Fund an amount equal to seventy-five percent (75%) of a Participant's Compensation Deferral Contributions and Compensation Deduction Contributions; provided, however, that notwithstanding the provisions of Section 2.010(a)(iii), no such Company Contributions shall be made until the Participant has completed fifty-two (52) weeks of employment with the Company or an Affiliated Company. In addition, no Company Contributions shall be made with respect to Supplemental Deduction Contributions, Supplemental Deferral Contributions or Transfer Contributions. (15) Effective as of the closing date of the A&D Transaction, amend the final sentence of Section 4.010 of the said Section, such sentence to read as follows: Such separate Accounts shall also contain sufficient information to permit, with respect to Stock Funds A, B, C and D, a determination of the number of Common Units and with respect to Stock Funds A and B, a determination of the number of Class A Units in such Participant's Account. 10 (16) Effective as of the closing date of the A&D Transaction, amend subsections (a) and (b) of Section 4.020 to read as follows: (a) The interest of each Participant in the Investment Funds and in Stock Funds A, C and D (including that part of the Diversified Fund or the Fixed Income Fund resulting from Company Contributions) shall be represented by Units allocated to his Accounts. The value of each Unit shall be One Dollar ($1.00) for the contributions deposited on behalf of each Participant prior to the first Valuation Date following the effective date of the particular Fund. (b) Each contribution on behalf of a Participant to, or payment made to a Participant from, an Investment Fund or Stock Fund A, C or D shall result in a credit or charge to the Account representing his interest in such Fund or contract under his Company Contributions Account, Compensation Deferral Account, Supplemental Deferral Account, Compensation Deduction Account, Supplemental Deduction Account or Transfer Contribution Account, as applicable, and shall be equal to the number of Units contributed or paid, as the case may be. (17) Effective as of the closing date of the A&D Transaction, amend subsection (a) of Section 5.010 by adding following sentence at the end of such subsection: Any Participant who had less than five (5) years of Continuous Employment as of the closing date of the A&D Transaction shall be fully vested in the Units in his Company Contributions Account resulting from Company Contributions made prior thereto, but, except as otherwise provided in the Plan, shall not become vested in any Units attributable to Company Contributions subsequent to that date until he has accumulated five (5) years of Continuous Employment. (18) Effective as of the closing date of the A&D Transaction, amend in its entirety paragraph (ii) of Section 5.020(b) of the Plan to read as follows: (ii) The amounts which a Participant or Beneficiary (in the case of the Participant's death) shall receive under paragraph (ii) shall be as follows: 11 (A) With respect to Funds other than Stock Funds A, B, C and D, the Participant shall receive the full dollar balance of his Accounts in such Funds. Such balance shall be determined in the manner provided by Section 4.040, by reference to the value of Units in such Participant's Accounts on the Valuation Date coinciding with or immediately preceding: (I) the date of the Participant's Retirement, Layoff or termination; or (II) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator. (B) With respect to Stock Funds A, B, C and D, the dollar balances in such Participant Accounts in such Funds as of the Valuation Date coinciding with or immediately preceding: (I) such Retirement, Layoff or termination; or (II) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator, (such balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units and any Class A Units in the Participant's Account on such Valuation Date and the respective Unit values on such Valuation Date) shall be applied to Common Stock, to the extent attributable to Common Units, and Class A Stock, to the extent attributable to Class A Units. The Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date) with the portion of such dollar balance attributable to the Common Units in his Account, and shares of Class A Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at such closing 12 price with the portion, if any, of such dollar balance attributable to Class A Units, in his Account. The Participant shall be paid in cash the dollar amounts remaining in his Accounts in Stock Funds A, B, C and D after reduction of each such Account by the value, based on such closing price, of the whole shares previously described. In addition, the Participant shall be paid in cash the amount of any cash dividends received since such Valuation Date attributable to the number of whole shares of Common Stock and Class A Stock distributed to him and the dollar value of any contributions to Stock Fund A and Stock Fund B in respect of such Participant between such Valuation Date and the date of such Retirement, death, Layoff or termination. (19) Effective as of the closing date of the A&D Transaction, amend in its entirety paragraph (ii) of Section 5.040(a) of the Plan to read as follows: (ii) With respect to Stock Funds B, C and D, the dollar balance or balances in such Participant's Accounts in such Funds, and with respect to Stock Fund A the vested portion of the dollar balance or balances in such Participant's Accounts in such Fund, both as of the Valuation Date immediately preceding such termination (such balance or balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units and any Class A Units in such Participant's Account on such Valuation Date and the value of each such Unit on such Valuation Date) shall each be applied to Common Stock to the extent attributable to Common Units and Class A Stock to the extent attributable to Class A Units. With respect to each such Fund, the Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date) with such dollar balance (in the case of Stock Fund A, the vested portion of such dollar balance) attributable to the Common Units in his Account in such fund, and shares of Class A Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at such closing price with the portion, if any, of such dollar balance (in the case of Stock Fund A, the vested portion, if any, of such dollar balance) attributable to Class A Units in his Account in such Fund. The Participant shall be paid in cash the dollar amount remaining in his Account in Stock Funds B, C and D and in the vested portion of his Account in Stock Fund A after reduction by the value, based on such closing price, of the whole shares previously described. In addition, the Participant shall be paid in cash the amount of any cash dividends received since such Valuation Date attributable to the number of whole shares of Common Stock and Class A Stock distributed to him as described in this paragraph (ii). 13 (20) Effective as of the closing date of the A&D Transaction, amend subsections (a) and (b) of Section 6.040 of the Plan in their entirety to read as follows: (a) Withdrawals pursuant to Sections 6.010 and 6.020 shall be taken from the Employee's Accounts in the Investment Funds and Stock Fund D in a pro rata fashion, based upon the relative size of such Accounts. Any withdrawal from an Employee's Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by withdrawing amounts from the Fund's Account's in the contracts on a last-in first-out basis. (b) Notwithstanding the above subsection (a), an Employee may elect to have any such withdrawal taken: (i) first from the Employee's Accounts in Stock Funds B and D, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds other than Stock Fund B; or (ii) first on a pro rata basis from the Employee's Accounts in Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from the Employee's Accounts in Stock Funds B and D. (21) Effective as of the closing date of the A&D Transaction, amend subsections (c) and (d) of Section 6.050 of the Plan in their entirety to read as follows: (c) Withdrawals pursuant to subsection (a) shall be taken from the Participant's Fund Accounts, as elected by the Participant, either: (i) first from his Accounts in Stock Funds B and D, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds other than Stock Fund B; or (ii) first on a pro rata basis from his Accounts in Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from his Accounts in Stock Funds B and D. 14 Any withdrawal from the Participant's Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by withdrawing amounts from the Fund's Account's in the contracts on a last-in first-out basis. (d) Withdrawals (including those from Stock Funds B and D) shall be in cash and for a minimum amount of $100. An Employee may not make a request for partial withdrawal within twenty-six (26) weeks of any prior request for partial withdrawal; provided, however, that this limitation upon the ability of an Employee to make a partial withdrawal (including hardship withdrawals pursuant to the provisions of subsection (a) of this Section) within twenty-six (26) weeks of any prior request for a partial withdrawal shall be waived by the Plan Administrator for the six-month period immediately following any due declaration by the President of the United States under applicable federal law that a particular occurrence or situation constitutes a national disaster condition, if such partial withdrawal is requested for a reason associated with financial need of the Employee resulting from the effects of such condition. (22) Effective as of the closing date of the A&D Transaction, amend subsection (b) of Section 6.060 of the Plan to read as follows: (b) Common Stock, in the case of amounts attributable to the Participant's interest, if any, in Stock Funds A, B, C and D, including Common Stock issued on conversion of any Class A Stock in the Participant's interest in Stock Funds A and B; and (23) Effective as of the closing date of the A&D Transaction, amend subsection (a) of Section 10.020 of the Plan by adding paragraphs (vii) and (viii) thereto, to read as follows: (vii) Stock Fund C, consisting of Common Stock of Boeing otherwise receivable by Stock Fund A pursuant to the A&D Agreement and as a part of the A&D Transaction; provided, however, that any dividends or other income otherwise receivable by Stock Fund C may shall be invested by the Trustee in the same manner as are Participant Contributions pursuant to Section 2.020(c), except that such dividends may not be invested in Stock Fund B; and 15 (viii) Stock Fund D, consisting of Common Stock of Boeing otherwise receivable by Stock Fund B pursuant to the A&D Agreement and as a part of the A&D Transaction; provided, however, that any dividends or other income otherwise receivable by Stock Fund D shall be invested by the Trustee in the same manner as are Participant Contributions pursuant to Section 2.020(c), except that such dividends may not be invested in Stock Fund B. (24) Effective as of the closing date of the A&D Transaction, amend paragraph (i) of Section 10.020(b) of the Plan in its entirety to read as follows: (i) The Plan Committee may from time to time direct the segregation of all or a portion of the Investment Funds, other than the Guaranteed Return Fund and Stock Fund B, and of Stock Funds C and D and shall appoint Investment Managers with respect to the portions of the Investment Funds so segregated. Any Investment Manager so appointed shall have full discretion to direct the Trustee with respect to the acquisition, retention, management and disposition of the assets from time to time comprising the Investment Manager's Account. (25) Effective as of the closing date of the A&D Transaction, amend paragraph (iii) of Section 10.020(b) of the Plan in its entirety to read as follows: (iii) The Trustee shall use all cash in Stock Fund A and Stock Fund B to purchase Common Stock of the Company. Any Class A Stock received by the Trustee as a Company Contribution or as a stock dividend or other distribution on shares of Common Stock or Class A Stock in Stock Fund A or Stock Fund B shall be retained as such except to the extent necessary to make cash payments from such fund as provided in the Plan. Any Boeing Common Stock received by the Trustee as a stock dividend or other distribution shall be sold by the Trustee on the open market. Rights, options, or warrants offered to purchase the Company's Common Stock or Class A Stock shall be exercised by the Trustee in its discretion but only to the extent that there is cash available in Stock Fund A and Stock Fund B for investment. To the extent they are not exercised, the same shall be sold on the open market. Rights, options, or warrants to purchase securities of the Company or its subsidiaries or affiliates, other than the Company's Common Stock or Class A Stock, or to purchase securities of Boeing shall be sold by the Trustee on the open market. 16 (26) Effective as of the closing date of the A&D Transaction, amend Section 10.030 in its entirety to read as follows: 10.030 Duty of Trustee as to Stock in Stock Funds. (a) Except as otherwise provided in this Section 10.030, the duty with respect to the voting, retention, and tendering of Common Stock held in Stock Funds A, B, C and D and Class A Stock held in Stock Funds A and B shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. (b) With respect to any matter as to which a vote of the outstanding shares of Common Stock or Class A Stock is solicited: (i) the Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of the Participant's vested and non-vested shares of Common Stock held in or credited to Stock Fund A, B, C or D, or of shares of Class A Stock held in or credited to Stock Fund A or B, as of the record date fixed for determining the holders of Common Stock or Class A Stock entitled to vote on such matter are to be exercised with respect to such matter, and the Trustee shall exercise the voting rights of such shares with respect to such matter in accordance with the last-dated timely written direction, if any, of such Participant; and (ii) the Trustee, in its sole discretion, shall exercise voting rights of shares of Common Stock held in Stock Fund A, B, C or D, or of shares of Class A Stock held in or credited to Stock Fund A or B, as to which no timely direction has been received pursuant to paragraph (i). (c) In the event of any Tender Offer (as defined in Section 1.405): (i) the Trustee shall solicit the direction in writing of each Participant, as to the tendering or depositing of any vested or non-vested shares of Common Stock held in Stock Fund A, B, C or D, or of Common Stock issuable on conversion of Class A Stock held in Stock Fund A or B as of the Tender Date with respect to such Participant and, except as limited by subsection (d) hereof, shall tender or deposit such shares pursuant to any such Tender Offer in accordance with the last dated timely written direction, if any, of such Participant; 17 (ii) the Trustee, in its sole discretion, shall have the duty, except as limited by subsection (d) hereof, with respect to the retention, tendering or depositing of shares of Common Stock held in Stock Fund A, B, C or D or of Class A Stock held (including any shares of Common Stock issuable on conversion of Class A Stock held) in Stock Fund A or B as to which no timely direction has been received pursuant to paragraph (i); (d) Shares of Common Stock or Class A Stock held, and any shares of Common Stock issuable on conversion of Class A Stock held, in Stock Funds A and B, as well as shares of Common Stock held in Stock Funds C and D, shall not be tendered or deposited by the Trustee pursuant to any such Tender Offer until the earlier of: (i) immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited, or (ii) immediately preceding the expiration of the period during which such shares of Common Stock (including shares of Common Stock issuable on conversion of Class A Stock) or Class A Stock will be taken up and paid for on a pro rata basis pursuant to such Tender Offer, or (iii) the expiration of 30 days from the date of the Trustee's solicitation of Participants' written direction pursuant to subsection (c)(i). (e) The duty with respect to the withdrawal, or other exercise of any right of withdrawal, of shares of Common Stock held, and any shares of Common Stock issuable on conversion of Class A Stock held, in Stock Fund A or B, or of shares of Common Stock held in Stock Fund C or D, which have been tendered or deposited pursuant to any such Tender Offer shall be solely that of the Trustee; provided that the Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock have been tendered or deposited pursuant to any such Tender Offer as to the withdrawal of, or other exercise of any right to withdraw, such shares of Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock, and if such solicitation is made, the Trustee shall act in accordance with the last dated timely written direction, if any, of each such Participant. As used herein, the term 'Tender Date' means the date on which the Trustee tenders or deposits any shares of the Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock either representing the vested or non-vested interest of such Participant in Stock Fund A or credited to the Accounts in Stock Funds B, C and D of such Participant. EX-4.D.3 4 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-d-3 ROCKWELL INTERNATIONAL CORPORATION RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 6, 1996 - AMENDMENTS TO EMPLOYEE BENEFIT PLANS RESOLVED, that the amendments to each of the employee benefit plans of this Corporation listed below, as described in the Memorandum listed opposite the name of each such plan, a copy of each of which was presented to and ordered filed with the records of this meeting, be, and they hereby are, approved and adopted, effective as of the dates set forth in the respective Memorandum:
Plan Memorandum ---- ---------- Rockwell International Corporation Memorandum of Proposed Savings Plan Amendments to the Rockwell International Corporation Savings Plan Rockwell International Corporation Memorandum of Proposed Savings Plan for Certain Represented Amendments to the Rockwell Hourly Employees Retirement Savings Plan for Certain Represented Hourly Employees Rockwell Retirement Savings Plan for Memorandum of Proposed Certain Employees Amendments to the Rockwell Retirement Savings Plan for Certain Employees Rockwell International Corporation Memorandum of Proposed Asheville Employees Retirement Amendments to Various Defined Savings Plan--Truck Axle Division Contribution Plans Rockwell International Corporation Memorandum of Proposed York Employees Retirement Savings Amendments to Various Defined Plan--Truck Axle Division Contribution Plans Rockwell International Corporation Memorandum of Proposed Retirement Plan for Hourly Amendments to Various Defined Employees--Gordonsville, Tennessee Contribution Plans Rockwell International Corporation Memorandum of Proposed Gordonsville, Tennessee Employees Amendments to Various Defined Savings Plan Contribution Plans
and further 2 RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized and empowered to take, or cause to be taken, such actions and to execute and deliver, or cause to be executed and delivered, such instruments, certificates and other documents (including any application or request for approval to, and the making of any such other further amendments of a technical and nonsubstantive nature to any of the plans listed in the foregoing resolution as may be required by, the Internal Revenue Service), as may be appropriate to carry out the purpose and intent of the foregoing resolution; and further -2- 3 MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN Amend the Rockwell International Corporation Savings Plan (the "Plan"), effective as of the closing date of the transactions (the "A&D Transaction") described in the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. to provide that occurrence of the said A&D Transaction will not constitute an event which would permit Participants to receive distributions from the Plan and to clarify the fact that occurrence of the said A&D Transaction will cause the Accounts of Plan Participants who, as a result of the A&D Transaction, are no longer Employees of the Corporation or an affiliate of the Corporation, to be fully vested and nonforfeitable. (1) Amend the final sentence of subsection (a) of Section 5.010 to read as follows: Any Participant who is an A&D Employee who had less than five (5) years of Continuous Employment as of the closing date of the A&D Transaction shall be fully vested in the Units in his Company Contributions Account resulting from Company Contributions made prior thereto. (2) Amend Section 5.040 by adding a new subsection (c) thereto, to read as follows: (c) Any other provision of this Plan to the contrary notwithstanding, Plan Participants (including, but not limited to, Participants who are A&D Employees) shall not be considered as having terminated employment and shall not, therefore, be eligible to receive distributions from the Plan as a result of the occurrence of the A&D Transaction. Participants shall, however, be permitted to make withdrawals from the Plan, if they are otherwise eligible to do so pursuant to the provisions of Article VI and shall be eligible for distributions from the Plan upon occurrence of any event permitting such distributions hereunder; provided, however, that A&D Employees shall be eligible for distributions upon their termination of employment from Boeing subsequent to the closing date of the A&D Transaction. -3- 4 MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES Amend the Rockwell Retirement Savings Plan for Certain Employees (the "Plan"), effective as of the closing date of the transactions (the "A&D Transaction") described in the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. to put into effect certain of the provisions of that Agreement as they relate to this Plan and to cause all of the Plan Accounts of all Plan Participants as of the closing date of such A&D Transaction to be fully vested and nonforfeitable. (1) Add a new Preamble to the Plan, such new Preamble to read as follows: Pursuant to the provisions of the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto (referred to collectively herein as the "A&D Agreement"), the role of sponsor of the Plan as of the closing date of the transaction described in such A&D Agreement (the "A&D Transaction") will be assumed by a newly-formed Rockwell International Corporation. In addition, the terms of the A&D Agreement provide that individuals who, prior to the closing date of the A&D Transaction were Eligible Employees of Rockwell International Corporation or its Affiliated Companies pursuant to the terms of this Plan prior to such Transaction, but who, as a result of the Transaction, are no longer Employees or Eligible Employees hereunder will be fully vested in their Account balances hereunder but will no longer be permitted to make contributions or have Company Contributions made on their behalf to the Plan following the closing date of the A&D Transaction. (2) Amend Article I of the Plan by re-designating the present Sections 1.010 and 1.020, respectively, as Sections 1.020 and 1.025 and by inserting new Sections 1.005, 1.010 and 1.015, to read as follows: 1.005 "A&D AGREEMENT" means the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto. 1.010 "A&D EMPLOYEE" means a person who, prior to the closing date of the A&D Transaction, was an Employee or Eligible Employee of the Company or an Affiliated Company as constituted under the terms of this Plan prior to such Transaction, but who, as a result of the Transaction, is no longer an Employee or Eligible Employee of the Company or an Affiliated Company. -4- 5 1.015 "A&D TRANSACTION" means the transaction described in and placed into effect pursuant to the A&D Agreement. (3) Amend Article I of the Plan by adding a new Section 1.085 thereto, to read as follows: 1.085 "BOEING" means The Boeing Company, a Delaware corporation and its affiliates, specifically including Boeing North American, Inc. (4) Amend Sections 1.100 and 1.110 of the Plan in their entirety to read as follows: 1.100 "COMMON STOCK" means the common stock, other than Class A Stock, of Rockwell International Corporation and, as of the closing date of the A&D Transaction, the common stock of The Boeing Company. 1.110 "COMMON UNIT" means a Unit of Stock Fund A, Stock Fund B, Stock Fund C or Stock Fund D attributable to Common Stock. (5) Amend Article I of the Plan by adding a new Section 1.385 thereto, such new Section to read as follows: 1.385 "PARTICIPANT CONTRIBUTIONS" means a Participant's Compensation Deduction Contributions and Compensation Deferral Contributions. (6) Amend Article I of the Plan by re-designating the present Section 1.470 as Section 1.465 and by adding new Sections 1.470 and 1.475 to the said Article, such new Sections to read as follows: 1.470 "STOCK FUND C" means the fund established by the Trustee pursuant to Section 10.020(a)(vii). 1.475 "STOCK FUND D" means the fund established by the Trustee pursuant to Section 10.020(a)(viii). (7) Amend Section 1.500 of the Plan in its entirety to read as follows: 1.500 "TRUST FUND" means the fund, including the earnings thereon, held by the Trustee for all contributions made by Participants and the Company pursuant to the Plan. The Trust Fund shall be divided into a Diversified Fund, Fixed Income Fund, Guaranteed Return Fund, Intermediate Term Bond Fund, Stock Fund A, Stock Fund B and, effective as of the closing date of the A&D Transaction, Stock Fund C and Stock Fund D. -5- 6 (8) Amend subsection (b) of Section 2.020 of the Plan in its entirety to read as follows: (b) In addition to the elections and authorizations set forth in (a), the Participant shall elect, as provided in Section 2.060, in which Investment Funds his Participant Contributions and, if applicable, his Transfer Contributions are to be invested; provided, however, that the Participant shall not be permitted to have his Participant Contributions and Transfer Contributions invested in Stock Funds A, C and D. Such investments shall be elected by the Participant among the Investment Funds in increments of five percent (5%), with the total of the elected percentage increments equaling one hundred percent (100%). (9) Amend Section 2.060 of the Plan in its entirety to read as follows: 2.060 CHANGES IN INVESTMENT ELECTIONS. A Participant may make an Investment Fund election or change any previous Investment Fund election he has made hereunder regarding his Participant Contributions; provided, however, that the Participant shall not be permitted to elect to have investment of his Participant Contributions changed to Stock Funds A, C and D. Such an election or change of election may be made by the Participant once per calendar year quarter and shall be effective as of the last business day of the month in which the election or change of election is made. (10) Amend subsections (a) and (b) of Section 2.070 in their entirety to read as follows: (a) A Participant may elect once in each calendar year quarter to have the whole or portions of the value of Units in one or more of the Investment Funds (other than Stock Fund B and the Guaranteed Return Fund), which Units are attributable to his Deferral, Deduction and Transfer Contributions under Section 2.020, transferred into, and then converted to Units of, one or more of the other Investment Funds (including Stock Fund B, but excluding the Guaranteed Return Fund). The Unit transfers and conversions described in the preceding sentence shall be effected on the first day of the calendar month immediately succeeding the month in which elected by the Participant and shall be in increments of 5% of the value of the Participant's Units in the transferring Fund(s). (b) In addition to the elections available under subsection (a), the following elections shall be available to eligible Participants: -6- 7 (i) A Participant who has not attained age fifty-five (55) may elect once in each calendar year, by giving the Company notice of such election, to have ten percent (10%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B which are attributable to the Participant's Deferral, Deduction and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund. (ii) A Participant who is still an Employee and has attained age fifty-five (55), but not age sixty-five (65), may elect once in each calendar year, by giving the Company notice of such election, to have fifty percent (50%) of the total value of all Units (or 100% of such total value, if $25.00 or less) in Stock Fund B which are attributable to the Participant's Deferral, Deduction and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund; provided, however, that the Participant may not make an election under this paragraph (ii) during the same calendar year in which an election has been made under paragraph (i). (iii) A Participant who is still an Employee and has attained age sixty-five (65) or a Retiree of any age (including, for purposes of this paragraph, an individual who has retired from employment with Boeing) who has elected deferred distribution pursuant to Section 5.020(b) may elect once each calendar year quarter to have the total value or a portion (in 5% increments) of the total value of all Units in Stock Funds A, B and C which are attributable, respectively, to Company Contributions, Participant Contributions and Transfer Contributions transferred, in increments of five percent (5%), into any one or more of the Investment Funds, other than the Guaranteed Return Fund or Stock Fund B. (iv) If, as a result of an election made pursuant to paragraph (iii) by a Participant who is still an Employee, one hundred percent (100%) of the Participant's interest in Stock Fund A has been transferred to other Investment Funds, all subsequent Company Contributions, if any, made to the Participant's Company Contributions Account after the effective date of such election shall be made in cash and shall be invested in the same manner as are the investments described in Section 2.020(c). If less than one hundred percent (100%) of the Participant's interest in Stock Fund A has been so transferred, such Company Contributions shall continue to be made in the manner described in Section 3.010(b). -7- 8 (11) Amend Section 2.070 of the Plan by re-designating current subsections (c), (d) and (e) as subsections (e), (f) and (g), respectively; by re-designating current subsection (f) as subsection (c); and by adding a new subsection (d) to the said Section 2.070, such new subsection to read as follows: (d) A Participant with Units in Stock Fund D may elect once in each calendar year quarter, by giving the Plan Administrator notice of such election, to have the whole or portions of the value of Units in Stock Fund D, which Units are attributable to the Participant's own Participant Contributions and, if applicable, to his Transfer Contributions transferred into, and then converted to Units of, one or more of the Investment Funds (excluding Stock Fund B and the Guaranteed Return Fund). The Unit transfers and conversions described in the preceding sentence shall be effected on the first day of the calendar month immediately succeeding the month in which elected by the Participant and shall be in increments of 5% of the value of the Participant's Units in the said Stock Fund D. (12) Amend the final sentence of Section 4.010 of the said Section, such sentence to read as follows: Such separate Accounts shall also contain sufficient information to permit, with respect to Stock Funds A, B, C and D, a determination of the number of Common Units and with respect to Stock Funds A and B, a determination of the number of Class A Units in such Participant's Account. (13) Amend subsections (a) and (b) of Section 4.020 to read as follows: (a) The interest of each Participant in the Investment Funds and in Stock Funds A, C and D (including that part of the Diversified Fund or the Fixed Income Fund resulting from Company Contributions) shall be represented by Units allocated to his Accounts. The value of each Unit shall be One Dollar ($1.00) for the contributions deposited on behalf of each Participant prior to the first Valuation Date following the effective date of the particular Fund. (b) Each contribution on behalf of a Participant to, or payment made to a Participant from, an Investment Fund or Stock Fund A, C or D shall result in a credit or charge to the Account representing his interest in such Fund or contract under his Company Contributions Account, Compensation Deferral Account, Supplemental Deferral Account, Compensation Deduction Account, Supplemental Deduction Account or Transfer Contribution Account, as applicable, and shall be equal to the number of Units contributed or paid, as the case may be. -8- 9 (14) Amend subsection (a) of Section 5.010 by adding following sentence at the end of such subsection: The Company Contribution Account of a Participant who, as of the closing date of the A&D Transaction, is a member of the International Association of Machinists and Aerospace Workers, Local Lodge No. 281 - Shreveport, Louisiana and who has less than five (5) years of Vesting Service as of the said closing date shall be fully vested in the Units in his Company Contributions Account resulting from Company Contributions made prior to the said A&D Transaction. (15) Amend in its entirety paragraph (ii) of Section 5.020(b) of the Plan to read as follows: (ii) The amounts which a Participant or Beneficiary (in the case of the Participant's death) shall receive under paragraph (ii) shall be as follows: (A) With respect to Funds other than Stock Funds A, B, C and D, the Participant shall receive the full dollar balance of his Accounts in such Funds. Such balance shall be determined in the manner provided by Section 4.040, by reference to the value of Units in such Participant's Accounts on the Valuation Date coinciding with or immediately preceding: (I) the date of the Participant's Retirement, Layoff or termination; or (II) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator. (B) With respect to Stock Funds A, B, C and D, the dollar balances in such Participant Accounts in such Funds as of the Valuation Date coinciding with or immediately preceding: (I) such Retirement, Layoff or termination; or (II) in the case of the Participant's death or disability, the date all documentation necessary to effect distribution from the Plan is received by the Plan Administrator, -9- 10 (such balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units and any Class A Units in the Participant's Account on such Valuation Date and the respective Unit values on such Valuation Date) shall be applied to Common Stock, to the extent attributable to Common Units, and Class A Stock, to the extent attributable to Class A Units. The Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date) with the portion of such dollar balance attributable to the Common Units in his Account, and shares of Class A Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at such closing price with the portion, if any, of such dollar balance attributable to Class A Units, in his Account. The Participant shall be paid in cash the dollar amounts remaining in his Accounts in Stock Funds A, B, C and D after reduction of each such Account by the value, based on such closing price, of the whole shares previously described. In addition, the Participant shall be paid in cash the amount of any cash dividends received since such Valuation Date attributable to the number of whole shares of Common Stock and Class A Stock distributed to him and the dollar value of any contributions to Stock Fund A and Stock Fund B in respect of such Participant between such Valuation Date and the date of such Retirement, death, Layoff or termination. (16) Amend Section 5.040 by adding a new subsection (c) thereto, to read as follows: (c) Any other provision of this Plan to the contrary notwithstanding, Plan Participants (including, but not limited to, Participants who are A&D Employees) shall not be considered as having terminated employment and shall not, therefore, be eligible to receive distributions from the Plan as a result of the occurrence of the A&D Transaction. Participants shall, however, be permitted to make withdrawals from the Plan, if they are otherwise eligible to do so pursuant to the provisions of Article VI and shall be eligible for distributions from the Plan upon occurrence of any event permitting such distributions hereunder; provided, however, that A&D Employees shall be eligible for distributions upon their termination of employment from Boeing subsequent to the closing date of the A&D Transaction. (17) Amend in its entirety paragraph (ii) of Section 5.050(a) of the Plan to read as follows: -10- 11 (ii) With respect to Stock Funds B, C and D, the dollar balance or balances in such Participant's Accounts in such Funds, and with respect to Stock Fund A the vested portion of the dollar balance or balances in such Participant's Accounts in such Fund, both as of the Valuation Date immediately preceding such termination (such balance or balances to be determined in the manner provided by Section 4.040 separately by reference to the Common Units and any Class A Units in such Participant's Account on such Valuation Date and the value of each such Unit on such Valuation Date) shall each be applied to Common Stock to the extent attributable to Common Units and Class A Stock to the extent attributable to Class A Units. With respect to each such Fund, the Participant shall receive shares of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing on such Valuation Date (or, in the event such Valuation Date falls on a date on which for any reason there are no trades of such stock reflected on such listing, the last trading day preceding such Valuation Date) with such dollar balance (in the case of Stock Fund A, the vested portion of such dollar balance) attributable to the Common Units in his Account in such fund, and shares of Class A Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at such closing price with the portion, if any, of such dollar balance (in the case of Stock Fund A, the vested portion, if any, of such dollar balance) attributable to Class A Units in his Account in such Fund. The Participant shall be paid in cash the dollar amount remaining in his Account in Stock Funds B, C and D and in the vested portion of his Account in Stock Fund A after reduction by the value, based on such closing price, of the whole shares previously described. In addition, the Participant shall be paid in cash the amount of any cash dividends received since such Valuation Date attributable to the number of whole shares of Common Stock and Class A Stock distributed to him as described in this paragraph (ii). (18) Amend subsections (a) and (b) of Section 6.040 of the Plan in their entirety to read as follows: (a) Withdrawals pursuant to Sections 6.010 and 6.020 shall be taken from the Employee's Accounts in the Investment Funds and Stock Fund D in a pro rata fashion, based upon the relative size of such Accounts. Any withdrawal from an Employee's Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by withdrawing amounts from the Fund's Accounts in the contracts on a last-in first-out basis. (b) Notwithstanding the above subsection (a), an Employee may elect to have any such withdrawal taken: (i) first from the Employee's Accounts in Stock Funds B and D, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds other than Stock Fund B; or -11- 12 (ii) first on a pro rata basis from the Employee's Accounts in Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from the Employee's Accounts in Stock Funds B and D. (19) Amend subsections (b) and (c) of Section 6.050 of the Plan in their entirety to read as follows: (b) Withdrawals pursuant to subsection (a) shall be taken from the Participant's Fund Accounts, as elected by the Participant, either: (i) first from his Accounts in Stock Funds B and D, with any additional withdrawal amount to be taken on a pro rata basis from the Employee's Accounts in the remaining Investment Funds other than Stock Fund B; or (ii) first on a pro rata basis from his Accounts in Investment Funds other than Stock Fund B, with any additional withdrawal amount to then be taken from his Accounts in Stock Funds B and D. Any withdrawal from the Participant's Accounts in the Guaranteed Return Fund shall be taken in reverse sequence by withdrawing amounts from the Fund's Account's in the contracts on a last-in first-out basis. (c) Withdrawals (including those from Stock Funds B and D) shall be in cash and for a minimum amount of $100. An Employee may not make a request for partial withdrawal within twenty-six (26) weeks of any prior request for partial withdrawal; provided, however, that this limitation upon the ability of an Employee to make a partial withdrawal (including hardship withdrawals pursuant to the provisions of subsection (a) of this Section) within twenty-six (26) weeks of any prior request for a partial withdrawal shall be waived by the Plan Administrator for the six-month period immediately following any due declaration by the President of the United States under applicable federal law that a particular occurrence or situation constitutes a national disaster condition, if such partial withdrawal is requested for a reason associated with financial need of the Employee resulting from the effects of such condition. -12- 13 (20) Amend subsection (a) of Section 10.020 of the Plan by adding paragraphs (vii) and (viii) thereto, to read as follows: (vii) Stock Fund C, consisting of Common Stock of Boeing otherwise receivable by Stock Fund A pursuant to the A&D Agreement and as a part of the A&D Transaction; provided, however, that any dividends or other income otherwise receivable by Stock Fund C shall be invested by the Trustee in the same manner as are Participant Contributions pursuant to Section 2.020(c), except that such dividends may not be invested in Stock Fund B; and (viii) Stock Fund D, consisting of Common Stock of Boeing otherwise receivable by Stock Fund B pursuant to the A&D Agreement and as a part of the A&D Transaction; provided, however, that any dividends or other income otherwise receivable by Stock Fund D shall be invested by the Trustee in the same manner as are Participant Contributions pursuant to Section 2.020(c), except that such dividends may not be invested in Stock Fund B. (21) Amend paragraph (i) of Section 10.020(b) of the Plan in its entirety to read as follows: (i) The Plan Committee may from time to time direct the segregation of all or a portion of the Investment Funds, other than the Guaranteed Return Fund and Stock Fund B, and of Stock Funds C and D and shall appoint Investment Managers with respect to the portions of the Investment Funds so segregated. Any Investment Manager so appointed shall have full discretion to direct the Trustee with respect to the acquisition, retention, management and disposition of the assets from time to time comprising the Investment Manager's Account. (22) Effective as of the closing date of the A&D Transaction, amend paragraph (iii) of Section 10.020(b) of the Plan in its entirety to read as follows: (iii) The Trustee shall use all cash in Stock Fund A and Stock Fund B to purchase Common Stock of the Company. Any Class A Stock received by the Trustee as a Company Contribution or as a stock dividend or other distribution on shares of Common Stock or Class A Stock in Stock Fund A or Stock Fund B shall be retained as such except to the extent necessary to make cash payments from such fund as provided in the Plan. Any Boeing Common Stock received by the Trustee as a stock dividend or other distribution shall be sold by the Trustee on the open market. Rights, options, or warrants offered to purchase the Company's Common Stock or Class A Stock shall be exercised by the Trustee in its discretion but only to the extent that there is cash available in Stock Fund A and Stock Fund B for investment. To the extent they are not exercised, the same shall be sold on the open market. Rights, options, or warrants to purchase securities of the Company or its subsidiaries or affiliates, other than the Company's Common Stock or Class A Stock, or to purchase securities of Boeing shall be sold by the Trustee on the open market. -13- 14 (23) Amend Section 10.030 in its entirety to read as follows: 10.030 DUTY OF TRUSTEE AS TO STOCK IN STOCK FUNDS. (a) Except as otherwise provided in this Section 10.030, the duty with respect to the voting, retention, and tendering of Common Stock held in Stock Funds A, B, C and D and Class A Stock held in Stock Funds A and B shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. (b) With respect to any matter as to which a vote of the outstanding shares of Common Stock or Class A Stock is solicited: (i) the Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of the Participant's vested and non-vested shares of Common Stock held in or credited to Stock Fund A, B, C or D, or of shares of Class A Stock held in or credited to Stock Fund A or B, as of the record date fixed for determining the holders of Common Stock or Class A Stock entitled to vote on such matter are to be exercised with respect to such matter, and the Trustee shall exercise the voting rights of such shares with respect to such matter in accordance with the last-dated timely written direction, if any, of such Participant; and (ii) the Trustee, in its sole discretion, shall exercise voting rights of shares of Common Stock held in Stock Fund A, B, C or D, or of shares of Class A Stock held in or credited to Stock Fund A or B, as to which no timely direction has been received pursuant to paragraph (i). (c) In the event of any Tender Offer (as defined in Section 1.405): (i) the Trustee shall solicit the direction in writing of each Participant, as to the tendering or depositing of any vested or non-vested shares of Common Stock held in Stock Fund A, B, C or D, or of Common Stock issuable on conversion of Class A Stock held in Stock Fund A or B as of the Tender Date with respect to such Participant and, except as limited by subsection (d) hereof, shall tender or deposit such shares pursuant to any such Tender Offer in accordance with the last dated timely written direction, if any, of such Participant; (ii) the Trustee, in its sole discretion, shall have the duty, except as limited by subsection (d) hereof, with respect to the retention, tendering or depositing of shares of Common Stock held in Stock Fund A, B, C or D or of Class A Stock held (including any shares of Common Stock issuable on conversion of Class A Stock held) in Stock Fund A or B as to which no timely direction has been received pursuant to paragraph (i); -14- 15 (d) Shares of Common Stock or Class A Stock held, and any shares of Common Stock issuable on conversion of Class A Stock held, in Stock Funds A and B, as well as shares of Common Stock held in Stock Funds C and D, shall not be tendered or deposited by the Trustee pursuant to any such Tender Offer until the earlier of: (i) immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited, or (ii) immediately preceding the expiration of the period during which such shares of Common Stock (including shares of Common Stock issuable on conversion of Class A Stock) or Class A Stock will be taken up and paid for on a pro rata basis pursuant to such Tender Offer, or (iii) the expiration of 30 days from the date of the Trustee's solicitation of Participants' written direction pursuant to subsection (c)(i). (e) The duty with respect to the withdrawal, or other exercise of any right of withdrawal, of shares of Common Stock held, and any shares of Common Stock issuable on conversion of Class A Stock held, in Stock Fund A or B, or of shares of Common Stock held in Stock Fund C or D, which have been tendered or deposited pursuant to any such Tender Offer shall be solely that of the Trustee; provided that the Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock have been tendered or deposited pursuant to any such Tender Offer as to the withdrawal of, or other exercise of any right to withdraw, such shares of Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock, and if such solicitation is made, the Trustee shall act in accordance with the last dated timely written direction, if any, of each such Participant. As used herein, the term 'Tender Date' means the date on which the Trustee tenders or deposits any shares of the Common Stock (including shares of Common Stock issued on conversion of Class A Stock) or Class A Stock either representing the vested or non-vested interest of such Participant in Stock Fund A or credited to the Accounts in Stock Funds B, C and D of such Participant. -15- EX-4.G.4 5 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-g-4 AMENDMENT NO. 3 TO RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN This Amendment No. 3 is effective as of the dates set forth in each section or paragraph below; WITNESSETH: WHEREAS, effective March 1, 1978, the Company established the Reliance Electric Company Savings and Investment Plan (the "Plan") for the benefit of its employees; and WHEREAS, the Company amended and restated the Plan on several occasions, most recently effective as of January 1, 1989; and WHEREAS, pursuant to Section 16.1 of the Plan, the Company reserved the right to amend the Plan; and WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing, NA, Inc. and certain collateral documents related thereto (collectively the "A&D Agreement") as of the Closing Date of the transaction described in such A&D Agreement (the "A&D Transaction") each share of Rockwell Stock held under the Plan will be exchanged for a share of new Rockwell Stock and a fractional share of the common stock of The Boeing Company; and 2 WHEREAS, as the result of the A&D Transaction, the Company desires to change the Plan's investment provisions; and WHEREAS, the Company also desires to make certain other necessary or desirable changes to the Plan, effective as of the dates hereinafter set forth; NOW, THEREFORE, pursuant to Section 16.1 of the Plan, the Company hereby amends the Plan, effective as of the dates hereinafter set forth, as follows: (1) Section 1.01 of Article 1 of the Plan is hereby amended, effective as of the close of the A&D Transaction, by the deletion of said Section 1.01 in its entirety and the substitution of a new Section 1.01 to read as follows. "1.01 "Account" means the account maintained for each Participant which reflects separately his Basic Employee Contributions, Basic Salary Reduction Contributions, Supplemental Salary Reduction Contributions, Supplemental Employee Contributions, his portion of Matching Employer Contributions, and his portion of Supplemental Employer Contributions, investments in the investment funds offered from time to time under the Plan, including the Exxon Fund, the Boeing Stock Funds and the Rockwell Stock Funds, with any earnings, interest, dividends, and profits or losses, realized or unrealized, thereon, and which also reflects any distributions to, loans to or withdrawals by, such Participant or his Beneficiary." 2 3 (2) Section 1.11 of Article 1 of the Plan is hereby amended, effective as of January 1, 1997, by the deletion of said Section 1.11 in its entirety and the substitution in lieu thereof of a new Section 1.11 to read as follows: "1.11 "Compensation" means: (a) remuneration which is received by an Employee in cash or in kind for the performance of services as an Employee for the Employer and which must be reported as wages on the Employee's Form W-2 for income tax purposes. Compensation shall be increased for salary reduction contributions which are excluded from the taxable income of the Employee under Code Sections 125, 402(a)(8) and 402(h)(1)(B) and shall be reduced by all of the following amounts even if they are taxable to the Employee: (A) expense reimbursements, expense allowances or moving expenses; 3 4 (B) cash and noncash fringe benefits and welfare benefits; and (C) deferred compensation; and (b) in the case of an Eligible Employee, described in the second paragraph of Section 1.15, an amount determined by the Plan Administrator, using as a guideline to be uniformly and consistently applied, that nondeferred remuneration which would be considered as his basic rate of compensation if his services were performed in a similar position in the United States for the Company, but in no event shall "Compensation", as determined by the Plan Administrator, exceed the nondeferred remuneration actually received by such an Eligible Employee. Notwithstanding the foregoing, the maximum Compensation of any Employee that can be considered for any purpose under this Plan shall be One Hundred Fifty Thousand Dollars ($150,000), plus such adjustments for increases in the cost of living as shall be prescribed by the Secretary of the Treasury pursuant to Section 401(a)(17) of the Code." (3) Section 1.28 of Article 1 of the Plan is hereby amended, effective as of January 1, 1997, by the deletion of said Section 1.28 and the substitution in lieu thereof of a new Section 1.28 to read as follows: 4 5 "1.28 "Leased Employee" means any individual (other than a common-law employee of an Employer) who, pursuant to an agreement between an Employer and any leasing organization, has performed services for the Employer or for related persons, as determined in accordance with Section 414(n)(6) of the Code, on a substantially full-time basis for a period of at least one (1) year; provided, however, that such services are performed under the primary direction or control of such Employer. Notwithstanding the foregoing, a Leased Employee shall not be considered an Employee of an Employer if: (a) such Leased Employee is covered under a money purchase pension plan which provides the following: (i) a nonintegrated employer contribution formula of at least ten percent (10%) of a participant's Total Remuneration, as defined in Section 1.50 hereof, together with amounts contributed on his behalf pursuant to a salary reduction agreement which are excludable from the employee's gross income pursuant to Sections 125, 402(a)(8), 402(h) or 403(b) of the Code; (ii) immediate participation in said money purchase pension plan; and 5 6 (iii) full and immediate vesting under said money purchase pension plan; and (b) Leased Employees do not constitute more than twenty percent (20%) of the Employer's nonhighly compensated employees." (4) Section 1.58 of Article 1 of the Plan is hereby amended, effective as of January 1, 1997, by the deletion of said Section 1.58 in its entirety and the substitution in lieu thereof of a new Section 1.58 to read as follows: "1.58 "Highly Compensated Employee" means an Employee or a former Employee who is highly compensated for a Plan Year as described in Section 414(q) of the Code, which is hereby incorporated by reference. A Highly Compensated Employee is described for informational purposes herein as an Employee during a Plan Year if either: (a) during the preceding Plan Year, he: (i) was at any time a five percent (5%) or more actual or constructive owner of a member of the Employer; or (ii) received Total Remuneration from the Employer greater than Eighty Thousand Dollars ($80,000.00) (plus any increase for cost of living after 1997 as determined by the Secretary of the Treasury or his delegate) and, if the Employer so elects, was in the "top paid group" of Employees of the Employer for such preceding Plan Year; or 6 7 (b) during the current Plan Year, he was at any time five percent (5%) or more actual or constructive owner of the Employer. For purposes of determining the members of the "top paid group" under subsection (a)(ii) above, an Employee is a member of the top paid group for any Plan Year if for such Plan Year the Employee is a member of a group consisting of the top paid twenty percent (20%) of Employees of the Employer ranked on the basis of Total Remuneration from the Employer paid during the Plan Year. In determining the members of the top paid group, the Employer may exclude certain employees as provided in Section 414(q) of the Code and Regulations issued thereunder which are hereby incorporated by reference. A Highly Compensated Former Employee is described for informational purposes herein as a former Employee if either: (a) such former Employee was a Highly Compensated Employee when such former Employee terminated his employment; or (b) such former Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55)." 7 8 (5) Article 1 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the addition at the end of said Article 1 of new Sections 1.66, 1.67, 1.68 and 1.69 to read as follows: "1.66 "A&D Agreement" means the Agreement and Plan of Merger, dated as of July 31, 1996, among Rockwell International Corporation, The Boeing Company and Boeing NA, Inc. and certain collateral documents related thereto. 1.67 "A&D Transaction" means the transaction described in and placed into effect pursuant to the A&D Agreement. 1.68 "Boeing" means The Boeing Company, a Delaware corporation and its affiliates, specifically including Boeing North American, Inc. 1.69 "Boeing Stock" means the common stock of Boeing." (6) Sections 2.01, 2.02 and 2.03 of Article 2 of the Plan are hereby amended, effective as of November 1, 1996, by the deletion of said Sections 2.01, 2.02 and 2.03 in their entireties and the substitution in lieu thereof of new Sections 2.01, 2.02 and 2.03 to read as follows: "2.01 Each Eligible Employee shall be so notified by his Employer and may elect to participate by completing and delivering such forms and taking such other action as the Plan Administrator may require within such period as is established by the Plan Administrator and announced to Eligible Employees. 8 9 2.02 Each Eligible Employee (including an Eligible Employee whose participation under the Plan had been suspended) who elects to participate in the Plan, in accordance with Section 2.01, shall become a Participant as soon as practicable following his eligibility date. 2.03 Each Eligible Employee who does not become a Participant when first eligible (including an Eligible Employee whose participation under the Plan has been suspended) may at any time after his eligibility date elect to become a Participant as soon as practicable following the date of his election to participate by completing and delivering such forms and taking such other action as the Plan Administrator may require, in accordance with Section 2.01." (7) Sections 5.03, 5.04 and 5.05 of Article 5 of the Plan are hereby amended, effective as of January 1, 1997, by the deletion of said Sections 5.03, 5.04 and 5.05 in their entireties and the substitution in lieu thereof of new Sections 5.03, 5.04 and 5.05 to read as follows: 9 10 "5.03 The contributions made for a Plan Year pursuant to a Participant's election under Section 3.01 hereof shall be limited so that the average deferral percentage for the Participants who are highly compensated Participants shall not exceed an amount determined based upon the average deferral percentage for the previous Plan Year for the Participants who are not highly compensated Participants during the previous Plan Year, as follows:
(A) (B) Average Deferral Percentage Current Plan Year Limit For Previous Plan Year For on Average Deferral Participants who are not Highly Percentage for Highly Compensated Compensated Participants ----------- ------------------------ Less than 2% 2 times Column (A) 2% or more but less than 8% Column (A) plus 2% 8% or more 1.25 times Column (A)
For purposes of the foregoing, the "deferral percentage" for a Participant for any Plan Year shall equal a fraction, the numerator of which shall equal the total of the contributions made on his behalf for such Plan Year pursuant to Section 3.01 hereof and the denominator of which shall equal his Compensation for such Plan Year. In addition, all Participant contributions made pursuant to Code Section 401(k) under one or more plans that are aggregated with the Plan for purposes of Code Sections 401(a)(4) and 410(b) (other than Section 410(b)(2)(A)(ii)) shall be treated as though they were made under the Plan. 10 11 5.04 The contributions made for the current Plan Year as Matching Employer Contributions pursuant to Article 4 hereof, together with contributions made to the Plan for the current Plan Year by Participants pursuant to Section 3.02 hereof, shall be limited so that the average contribution percentage for the Participants who are highly compensated Participants shall not exceed an amount determined based upon the average contribution percentage for the previous Plan Year by the Participants who were not highly compensated participants during the previous Plan Year in accordance with the table set forth in Section 5.03 hereof. For purposes of the foregoing, the "contribution percentage" for a Participant for any Plan Year shall equal a fraction, the numerator of which shall equal the fair market value of the Company Stock and/or the amount of money contributed on his 12 12 behalf for such Plan Year as Matching Employer Contributions pursuant to Article 4 hereof, together with amounts contributed by the Participant pursuant to Section 3.02 hereof, and the denominator of which shall equal his Compensation for such Plan Year. All other terms used in this Section 5.04 shall have the meanings set forth in Section 5.03 hereof. If, for any Plan Year, the Plan satisfies the requirements of Section 5.03 hereof, then the Employer may elect, in such manner as the Secretary of the Treasury or his delegate may provide, to take into account as additional amounts for purposes of this Section 5.04, amounts contributed to the Plan pursuant to a Participant's election under Section 3.01 hereof. In addition, all contributions made pursuant to Code Section 401(m) under one or more plans that are aggregated with the Plan for purposes of Code Sections 401(a)(4) and 410(b) (other than Section 410(b)(2)(A)(ii)) shall be treated as though they were made under the Plan. 5.05 The contributions made for a Plan Year pursuant to a Participant's election under Section 3.01 plus the Matching Employer Contributions and Supplemental Employee Contributions made for such Plan Year shall be limited so that the sum of the average deferral percentage and the average contribution percentage for the Participants who are highly compensated Participants does not exceed the "aggregate limit." The "aggregate limit" is equal to the greater of (a) and (b) below where: 12 13 (a) equals the sum of (i) and (ii) below, where: (i) equals 1.25 times the greater of the deferral percentage or the contribution percentage for the previous Plan Year for the Participants who are non-highly compensated employees; and (ii) equals two (2) percentage points plus the lesser of the deferral percentage or the contribution percentage for the previous Plan Year for the Participants who are non-highly compensated employees. In no event, however, shall this amount exceed twice the lesser of the deferral percentage or the contribution percentage for previous Plan Year for the Participants who are non-highly compensated employees; and (b) equals the sum of (i) and (ii) below, where: (i) equals 1.25 times the lesser of the deferral percentage or the contribution percentage for the previous Plan Year for the Participants who are non-highly compensated employees; and (ii) equals two (2) percentage points plus the greater of the deferral percentage or the contribution percentage for the previous Plan Year for the Participants who are non-highly compensated employees. In no event, however, shall this amount exceed twice the greater of the deferral percentage or the contribution percentage for the previous Plan Year for the Participants who are non-highly compensated employees." 13 14 (8) Section 6.01 of Article 6 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the addition of two new Funds to the first paragraph of said Section 6.01 which shall be described as follows: "(9) Boeing Stock Fund A, which shall consist of all Boeing Stock received by the Plan in connection with the A&D Transaction and which relate to Matching Employer Contributions and Supplemental Matching Employer Contributions previously invested in Rockwell Stock Fund A. No future Contributions to the Plan will be invested in Boeing Stock Fund A. (10) Boeing Stock Fund B, which shall consist of all Boeing Stock received by the Plan in connection with the A&D Transaction and which relate to contributions other than Matching Employer Contributions and Supplemental Matching Employer Contributions previously invested in Rockwell Stock Fund B. No future Contributions to the Plan will be invested in Boeing Stock Fund B." 14 15 (9) Section 6.04 of Article 6 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the addition at the end of the first paragraph thereof of a new sentence to read as follows: "Effective as of the Closing Date of the A&D Transaction, a Participant, Inactive Participant or Former Participant may direct a change with respect to the existing balance of his Account in Fund A, Fund B (subject to the subsequent provisions of this Section 6.04), Fund C, Fund D, Fund E (subject to the subsequent provisions of this Section 6.04), the Exxon Stock Fund, Rockwell Stock Fund B (subject to the subsequent provisions of this Section 6.04), Boeing Stock Fund A (subject to the subsequent provisions of this Section 6.04) or Boeing Stock Fund B, (subject to the subsequent provisions of this Section 6.04), in accordance with the rules and procedures established by the Plan Administrator, uniformly and nondiscriminatorily applied." 15 16 (10) Section 6.06 of Article 6 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the addition at the end thereof of a new sentence to read as follows: "Cash dividends and the cash proceeds of any other distributions received on Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B shall be invested in Fund B." (11) Article 6 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the addition of a new Section 6.12 to read as follows and by the renumbering of current Section 6.12 as Section 6.13: "6.12 Except as otherwise provided in this Section 6.12, the duty with respect to the voting, retention and tendering of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B shall be solely that of the Trustee, to be exercised solely in the Trustee's discretion. 16 17 With respect to any matter as to which a vote of the outstanding shares of Boeing Stock is solicited: (i) the Trustee shall solicit the direction in writing of each Participant, as to the manner in which voting rights of the Participant's vested and non-vested shares of Boeing Stock held in or credited to Boeing Stock Fund A or Boeing Stock Fund B as of the record date fixed for determining the holders of Boeing Stock entitled to vote on such matter are to be exercised with respect to such matter, and the Trustee shall exercise the voting rights of such shares with respect to such matter in accordance with the last-dated timely written direction, if any, of such Participant; and (ii) the Trustee, in its sole discretion, shall exercise voting rights of shares of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B as to which no timely direction has been received pursuant to paragraph (i). In the event of any Tender Offer: 17 18 (i) the Trustee shall solicit the direction in writing of each Participant, as to the tendering or depositing of any vested or non-vested shares of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B as of the Tender Date with respect to such Participant or have been credited as of such Tender Date to the Accounts in Boeing Stock Fund B of such Participant, and, except as limited below, the Trustee shall tender or deposit such shares pursuant to any such Tender Offer in accordance with the last-dated timely written direction, if any, of such Participant; and (ii) the Trustee shall, in its sole discretion, have the duty, except as limited below, with respect to the retention, tendering or depositing of shares of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B as to which no timely direction in writing has been received pursuant to paragraph (i). 18 19 Shares of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B shall not be tendered or deposited by the Trustee pursuant to any such Tender Offer until the earliest of: (i) the date immediately preceding the scheduled expiration of the Tender Offer pursuant to which such shares are to be tendered or deposited, or (ii) the date immediately preceding the expiration of the period during which such shares of Boeing Stock will be taken up and paid for on a pro rata basis pursuant to such Tender Offer, or (iii) the expiration of 30 days from the date of the Trustee's solicitation of the Participant's written direction pursuant to this Section 6.12. The duty with respect to the withdrawing of, or other exercise of any right to withdraw, shares of Boeing Stock held in Boeing Stock Fund A or Boeing Stock Fund B which have been tendered or deposited pursuant to any such Tender Offer shall be solely that of the Trustee, provided that the Trustee may solicit the direction in writing of each Participant with respect to whom any such shares of Boeing Stock have been tendered or deposited pursuant to any such Tender Offer as to the withdrawing of, or other exercise of any right to withdraw, such shares of Boeing Stock and, if such solicitation is made, the Trustee shall act in accordance with the last dated timely written direction, if any, of each such Participant. 19 20 As used herein, the term "Tender Date" means the date on which the Trustee tenders or deposits any shares of the Boeing Stock either representing the vested or non-vested interest of such Participant in Boeing Stock Fund A or credited to the Accounts in Boeing Stock Fund B of such Participant." (12) Section 7.01 of Article 7 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the deletion of said Section 7.01 in its entirety and the substitution in lieu thereof of a new Section 7.01 to read as follows: 20 21 "7.01 The Plan Administrator shall determine the value of each Participant's Account based on the fair market value of Funds A, B, C, D, E, the Exxon Stock Fund, Rockwell Stock Fund A, Rockwell Stock Fund B, Boeing Stock Fund A and Boeing Stock Fund B not less frequently than as of the end of each month." (13) Section 7.03 of Article 7 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the deletion of said Section 7.03 in its entirety and the substitution in lieu thereof of a new Section 7.03 to read as follows: "7.03 As soon as practicable following the end of each Plan Year, and at such other times as the Plan Administrator deems appropriate, the Plan Administrator shall deliver or mail to each Participant, Inactive Participant, Former Participant and Beneficiary who is entitled to receive a benefit under the Plan a statement setting forth the fair market value of his Account in Funds A, B, C, D, E, the Exxon Stock Fund, Rockwell Stock Fund A, Rockwell Stock Fund B, Boeing Stock Fund A and Boeing Stock Fund B as of the end of such Plan Year." 21 22 (14) Section 9.01 of Article 9 of the Plan is hereby amended, effective as of October 1, 1996, by the deletion of said Section 9.01 in its entirety and the substitution in lieu thereof of a new Section 9.01 to read as follows: "9.01 Except as provided in Section 9.08, a Participant who incurs a Severance from Service shall receive a distribution of his Vested Interest in a single lump sum on any date following his Severance from Service Date as the Participant shall elect, provided that such date occurs not earlier than an administratively reasonable period of time following the Plan Administrator's receipt of his request for distribution. Notwithstanding the foregoing, if the value of a Participant's Account does not exceed and at the time of any prior distribution did not exceed $3,500, distribution shall be made to such Participant in the form of a single lump sum distribution as soon as practicable following his retirement or Severance from Service Date." 22 23 (15) Section 9.03 of Article 9 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the deletion of said Section 9.03 in its entirety and the substitution in lieu thereof of a new Section 9.03 to read as follows: "9.03 Except with respect to Rockwell Stock Fund A, Rockwell Stock Fund B, Boeing Stock Fund A and Boeing Stock Fund B, a Participant generally shall receive payment of his Vested Interest in the form of cash; provided, however, that if sufficient cash is not available to make cash distributions to all similarly situated Participants who have a Vested Interest in the Exxon Fund, the Plan Administrator shall have the discretion to direct the Trustee to make distributions to such Participants in the form of whole shares of Exxon Stock, plus cash for the value of any fractional shares. 23 24 With respect to Rockwell Stock Fund A and Rockwell Stock Fund B, a Participant shall receive payment of his Vested Interest in such Funds in the form of Common Stock equal in number to the maximum number of whole shares of Common Stock which could be purchased at the closing price of Common Stock as reflected on the New York Stock Exchange -- Composite Transactions listing as of the Valuation Date, plus cash for the value of any fractional shares. In addition, the Participant shall be paid in cash the amount of any cash dividends received since the last Valuation Date attributable to the number of whole shares of Common Stock distributable to him as described in this Section 9.03 and the dollar value of any contributions to Rockwell Stock Fund A and Rockwell Stock Fund B in respect of such Participant between the last Valuation Date and the date of payment. With respect to Boeing Stock Fund A and Boeing Stock Fund B, a Participant shall receive payment of his Vested Interest in such Funds in the form of Boeing Stock equal in number to the maximum number of whole shares of Boeing Stock which could be purchased at the closing price of Boeing Stock as reflected on the New York Stock Exchange -- Composite Transactions listing as of the Valuation Date, plus cash for the value of any fractional shares. In addition, any Participant may elect in writing to receive that portion of his Vested Interest in the Exxon Fund in whole shares of Exxon Stock, plus cash for the value of any fractional shares." 24 25 (16) Section 10.01 of Article 10 of the Plan is hereby amended, effective as of the Closing Date of the A&D Transaction, by the deletion of paragraphs (c), (d) and (e) of said Section 10.01 in their entireties and the substitution in lieu thereof of new paragraphs (c), (d) and (e) to read as follows: "(c) A Participant or Inactive Participant not described in (a) above may withdraw his Vested Interest attributable to Matching Employer Contributions (other than Matching Employer Contributions invested in Rockwell Stock Fund A and Boeing Stock Fund A) provided that the amounts to be withdrawn were contributed to the Plan at least 24 months prior to the date of withdrawal. Notwithstanding the foregoing, in the event a Participant or Inactive Participant not described in (a) above has been a Participant in the Plan for a five year period, such Participant or Inactive Participant may withdraw 100% of his Vested Interest attributable to Matching Employer Contributions (other than Matching Employer Contributions invested in Rockwell Stock Fund A and Boeing Stock Fund A). 25 26 (d) In the case of financial hardship, a Participant or Inactive Participant, even though described in (a) above, may withdraw his Vested Interest attributable to Matching Employer Contributions as described in Section 10.01(c) above (but not including Matching Employer Contributions invested in Rockwell Stock Fund A and Boeing Stock Fund A) and that part of the balance of his Account (including earnings on his Salary Reduction Contributions through December 31, 26 27 1988) which is attributable to Salary Reduction Contributions. For the purpose of this paragraph, a withdrawal will be on account of financial hardship if the withdrawal is necessary in light of an immediate and heavy financial need of the Participant or Inactive Participant and is necessary to satisfy such financial need. Such withdrawal based upon financial hardship cannot exceed the amount required to meet the financial need created by the hardship. The determination of the existence of financial hardship and the amount required to meet the financial need shall take into account all non-hardship distributions and nontaxable loans available under the Plan and other tax qualified plans of the Employer and shall be made in accordance with the hardship provisions of Section 401(k) of the Code and with uniform and nondiscriminatory standards established by the Plan Administrator. In accordance with the foregoing, the Plan Administrator has established that a Participant or Inactive Participant will be deemed to have an immediate and heavy financial need and, therefore, will qualify for a financial hardship withdrawal if the purpose of the withdrawal is on account of the following: 27 28 (i) medical expenses described in Section 213(d) of the Code incurred by the Participant, the Inactive Participant or such individual's spouse, or any dependents of the Participant or Inactive Participant (as defined in Section 152 of the Code) or amounts necessary for such persons to obtain medical care described in Section 213(d); (ii) purchase of a principal residence for the Participant or Inactive Participant (excluding mortgage payments); (iii) tuition, related educational fees, and room and board expenses for the next twelve (12) months of post-secondary education for the Participant, the Inactive Participant, or such individual's spouse, children, or dependents (as defined in Section 152 of the Code); or 28 29 (iv) payment necessary to prevent the eviction of the Participant or Inactive Participant from his principal residence or foreclosure on the mortgage of the Participant's or Inactive Participant's principal residence. (e) Withdrawals of a Vested Interest, to the extent permitted, shall be made only in the following order of priority, and only after the funds of a higher priority have been completely withdrawn shall funds of the next following priority be withdrawn: (i) Supplemental Employee Contributions, (ii) Basic Employee Contributions, 29 30 (iii) Earnings credited to Supplemental Employee Contributions and Basic Employee Contributions, (iv) Matching Employer Contributions (other than Matching Employer Contributions made pursuant to Section 4.09), together with earnings thereon, if any, (v) Salary Reduction Contributions and Matching Employer Contributions made pursuant to Section 4.09, (vi) Earnings credited to Salary Reduction Contributions and Matching Employer Contributions made pursuant to Section 4.09, (vii) Subsequent to a determination of the order of priority for purposes of withdrawals of a Vested Interest as determined in subsection (i) through subsection (vi) above, withdrawals of a Vested Interest shall be made only in the following order of priority from Funds A, B, C, D, E, the Exxon Stock Fund, Rockwell Stock Fund A (to the extent permitted), Rockwell Stock Fund B, Boeing Stock Fund A (to the extent permitted) and Boeing Stock Fund B as follows: 30 31 1. Fund B - Interest Accumulation Fund 2. Boeing Stock Fund B 3. Boeing Stock Fund A 4. Exxon Stock Fund 5. Fund E - U.S. Government Fund 6. Fund A - Aetna Variable Fund Accumulation Account 7. Fund C - Merrill Lynch Basic Value Fund 8. Fund D - Equity Index Fund of the General Employee Benefit Trust of Bankers Trust Company 9. Rockwell Stock Fund B 10. Rockwell Stock Fund A" (17) Section 11.01 of Article 11 of the Plan is hereby amended, effective as of November 1, 1996, by the deletion of paragraph (a) of said Section 11.01 in its entirety and the substitution in lieu thereof of a new paragraph (a) to read as follows: 31 32 "(a) An application for a loan shall be made to the Plan Administrator or its agent, whose action thereon shall be final;" (18) Section 11.01 of Article 11 of the Plan is hereby further amended, effective as of November 1, 1996, by the deletion of paragraph (e) of said Section 11.01 in its entirety and the relettering of the remaining paragraphs of Section 11.01 as appropriate. (19) Section 11.01 of Article 11 of the Plan is hereby further amended, effective as of November 1, 1996, by the deletion of paragraph (e) of said Section 11.01 (as relettered) in its entirety and the substitution in lieu thereof of a new paragraph (e) to read as follows: "(e) the term of any loan shall be arrived at by mutual agreement between the borrower and the Plan Administrator or its agent and shall not exceed fifty-six (56) months, unless the proceeds of such loan are to be used to acquire any dwelling unit which within a reasonable time is to be used as the borrower's principal residence, in which case, the term of the loan shall not exceed one hundred twenty (120) months. All loans shall provide for the substantially level amortization of the loan, with payments made not less frequently than quarterly, over the term of the loan;" 32 33 (20) Section 11.01 of Article 11 of the Plan is hereby further amended, effective as of November 1, 1996, by the deletion of paragraph (h) of said Section 11.01 (as relettered) in its entirety and the substitution in lieu thereof of a new paragraph (h) to read as follows: "(h) except as provided below, each loan shall be treated as a separate investment of the funds credited to such borrower's Account and the Plan Administrator or its agent shall reduce such borrower's Account in the following order of priority: 1. Fund B - Interest Accumulation Fund 2. Boeing Stock Fund B 3. Exxon Stock Fund 4. Fund E - U.S. Government Fund 5. Fund A - Aetna Variable Fund Accumulation Account 33 34 6. Fund C - Merrill Lynch Basic Value Fund 7. Fund D - Equity Index Fund of the General Employee Benefit Trust of Bankers Trust Company 8. Rockwell Stock Fund B Payments by a borrower on any such loan shall be credited to such borrower's Account in the Funds listed above in the same proportions as the borrower's current investment option election with respect to such Funds at the end of the month in which loan payments are made;" 34 EX-4.H.1 6 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-h-1 ROCKWELL INTERNATIONAL CORPORATION RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 6, 1996 - ASSIGNMENT AND ASSUMPTION OF COMPENSATION AND EMPLOYEE BENEFIT PLANS RESOLVED, that the proposed assignment to and assumption by New Rockwell of the compensation and employee benefit plans of this Corporation set forth below, together with any and all sub-plans, agreements, undertakings or other liabilities thereunder, in connection with and effective upon consummation of the Contribution (as defined in the Merger Agreement), be, and they hereby are, authorized and approved by this Corporation on its own behalf and as the sole shareowner of New Rockwell: 1979 Stock Plan for Key Executives 1988 Long-Term Incentives Plan 1995 Long-Term Incentives Plan Directors Stock Plan Incentive Compensation Plan Deferred Compensation Plan Annual Incentive Compensation Plan for Senior Executive Officers Deferred Compensation Policy for Non-Employee Directors Retirement Policy for Certain Former Directors Rockwell International Corporation Savings Plan Rockwell International Corporation Supplemental Savings Plan for Highly Compensated Employees Rockwell International Corporation Excess Benefit Savings Plan Rockwell Retirement Savings Plan for Certain Employees Rockwell International Corporation Asheville Employees Retirement Savings Plan -- Truck Axle Division Rockwell International Corporation York Employees Retirement Savings Plan -- Truck Axle Division Rockwell International Corporation Retirement Plan for Hourly Employees -- Gordonsville, Tennessee Rockwell International Corporation Gordonsville, Tennessee Employees Retirement Savings Plan EX-4.H.2 7 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 4-h-2 NEW ROCKWELL INTERNATIONAL CORPORATION PROPOSED RESOLUTIONS FOR ADOPTION AT DECEMBER 4, 1996 BOARD MEETING - - APPROVAL OF ASSUMPTION AND ADOPTION OF COMPENSATION AND BENEFIT PLANS RESOLVED, that, this Corporation's proposed succession to, and assumption of, sponsorship, effective as of the Time of Contribution, of those pension benefit plans listed below which were sponsored by Rockwell immediately prior to the Time of Contribution, together with any and all sub-plans, agreements, undertakings or other liabilities thereunder be, and they hereby are, authorized and approved: Rockwell International Corporation Savings Plan Rockwell Retirement Savings Plan for Certain Employees Rockwell International Corporation Asheville Employees Retirement Savings Plan -- Truck Axle Division Rockwell International Corporation York Employees Retirement Savings Plan -- Truck Axle Division Rockwell International Corporation Retirement Plan for Hourly Employees -- Gordonsville, Tennessee Rockwell International Corporation Gordonsville, Tennessee Employees Retirement Savings Plan and further RESOLVED, that this Corporation's Employee Benefit Plan Committee (together with its delegates, the "EB Committee") be, and it hereby is, authorized and directed to take such actions as it deems appropriate to assume sponsorship of the trusts associated with the plans listed in the immediately preceding resolution, including but not limited to acceptance of any and all assets of the said trusts and assumption of any trust agreements and investment manager agreements connected with the said trusts, as of the Time of Contribution, pursuant to the Merger Agreement and the Distribution Agreement (as defined in the Merger Agreement). EX-5.A 8 NEW ROCKWELL INTERNATIONAL CORPORATION S-8 1 EXHIBIT 5-a November 27, 1996 Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, CA 90740 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of New Rockwell International Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing on this date by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act"), certain shares of Common Stock, par value $1.00 per share (including the associated Preferred Share Purchase Rights) of the Company (the "Common Shares") that may be issued in accordance with the Rockwell International Corporation Savings Plan, Rockwell Retirement Savings Plan for Certain Employees, Allen-Bradley Savings and Investment Plan for Salaried Employees, Allen-Bradley Savings and Investment Plan for Hourly Employees and Reliance Electric Company Savings and Investment Plan (collectively, the "Plans"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinions hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any Common Shares issued and delivered in accordance with the Plans will, when so delivered, be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware and the Federal laws of the United States. Very truly yours, /s/ William J. Calise, Jr. -----END PRIVACY-ENHANCED MESSAGE-----