Restricted Stock Agreement-gray

ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT


To: W. H. Gray, III


In accordance with Section 9 of the Directors Stock Plan, as amended, of Rockwell International Corporation (the Corporation) and your election pursuant thereto dated December 30, 1995, 44 shares of Common Stock of the Corporation have been granted to you today as restricted stock upon approval by shareowners of amendments to the Directors Stock Plan in lieu of 25% of the retainer fees payable to you on January 2, 1996 in respect of your service on the Board of Directors (the Board) of the Corporation and the Board Committees on which you serve, valued at the closing price on the New York Stock Exchange -- Composite Transactions (Closing Price) on January 2, 1996 and additional such shares shall be granted to you as restricted stock on April 1, 1996, July 1, 1996, and October 1, 1996, in lieu of 25% of the retainer fees otherwise payable to you on those respective dates in respect of your service on the Board and Committees thereof on which you serve, valued at the Closing Price on those respective dates (such shares granted today or to be granted on those respective dates being herein called Restricted Shares).


The Restricted Shares have been or will be granted to you upon the following terms and conditions:


1. Earning of Restricted Shares


(a) If (i) you shall continue as a director of the Corporation until you retire from the Board of Directors (the Board) of the Corporation under the Board's retirement policy; or (ii) you shall resign from the Board or cease to be a director of the Corporation by reason of the antitrust laws, compliance with the Corporation's conflict of interest policies, death or disability, then you shall be deemed to have fully earned all the Restricted Shares subject to this agreement.


(b) If you resign from the Board or cease to be a director of the Corporation for any other reason, you shall be deemed not to have earned any of the Restricted Shares and shall have no further rights with respect thereto unless the Board of Directors shall determine, in its sole discretion, that you have resigned from the Board or ceased to be a director by reason of circumstances that the Board determines not to be adverse to the best interests of the Corporation.


2. Retention of Certificates for Restricted Shares


Certificates for the Restricted Shares and any dividends or distributions thereon or in respect thereof that may be paid in additional shares of Common Stock, other securities of the Corporation or securities of another entity (Stock Dividends) shall be delivered to and held by the Corporation, or shall be registered in book entry form subject to the Corporation's instructions, until you shall have earned the Restricted Shares i ...