Office and Administrative Support Allowance Agreement between Rockwell Collins, Inc. and Donald R. Beall (March 19, 2008)

Summary

This agreement between Rockwell Collins, Inc. and Donald R. Beall outlines the company's commitment to provide Mr. Beall, a retired CEO, with a monthly allowance for office, secretarial, and telecommunications expenses. From March 1, 2008, until the retirement of his administrative assistant (expected June or July 2008), Mr. Beall will receive $13,312 per month and continued administrative support. After the assistant retires, he will receive $22,282 per month through February 28, 2013, with annual adjustments and a requirement to review and adjust the allowance if actual expenses are significantly lower.

EX-10.2 2 v111380_ex10s-2.htm

Exhibit 10-S-2



	Gary R. Chadick, Esq.
Senior Vice President, General Counsel & Secretary

	400 Collins Road NE
	Cedar Rapids, IA 52498
	###-###-#### Fax ###-###-####
	*@*

March 19, 2008

Mr. Donald R. Beall

5 San Joaquin Plaza, Suite 320

Newport Beach, CA ###-###-####

Dear Don:

At the time of the spin off from Rockwell International Corporation (“Rockwell”), Rockwell Collins, Inc. (“Rockwell Collins”) assumed Rockwell’s commitment to provide you certain office, secretarial and telecommunications support as a retired Chief Executive Officer of Rockwell. These arrangements were set forth in the commitment letter between you and Rockwell dated September 5, 2000 and were confirmed in the letter agreement between you and Rockwell Collins dated October 13, 2003 for the period from December 1, 2003 through March 1, 2008.

This letter supersedes our letter agreement dated December 19, 2007 and confirms Rockwell Collins’ commitment to (1) provide you with a monthly allowance from March 1, 2008 until the retirement of your administrative assistant (currently contemplated to be in June or July 2008, the “Retirement”) of $13,312 to cover your office and telecommunications expenses, as well as continue during that period to carry one administrative person on our payroll to support your office activities, and (2) provide you with a monthly allowance for the period from the Retirement through February 28, 2013 (the “stated period”) of $22,282 to cover your office, secretarial and telecommunications expenses. As a yearly merit adjustment, we will increase your monthly allowance related to your administrative assistant services by 4 percent of the then current allowance for those services, which for the first year shall be set at $8,970 per month. This letter also confirms effective upon the Retirement that Rockwell Collins will no longer carry one administrative person on our payroll to support your office activities. In addition, you confirm that the monthly allowance stated above is based upon your best estimates of the cost of acquiring these services and you agree that on an annual basis you will review your actual expenses for the year for all expenses other than the administrative assistant services and should your actual expenses be greater than 10% less than the annualized allowance provided by Rockwell Collins, you will notify us and accept a reduced monthly allowance for the remainder of the stated period that is commensurate with your actual expenses.

Donald R. Beall

March 19, 2008

Page 2 of 2

Please confirm your agreement with this letter by signing and returning to me a copy of this letter agreement.

Sincerely,

/s/ Gary R. Chadick

cc: C. M. Jones

P. E. Allen

ACCEPTED:

/s/ Donald R. Beall