Restricted Stock Agreement-la Force

ROCKWELL INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT


To: J. Clayburn La Force, Jr.


In accordance with Section 6 of the Directors Stock Plan, as amended, of Rockwell International Corporation (the Corporation) and your election pursuant thereto dated December 23, 1995, 400 shares (Restricted Shares) of Common Stock of the Corporation have been granted to you today as restricted stock upon your reelection as a director of the Corporation.


These Restricted Shares have been granted to you today 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 in accordance with the provisions of paragraph 1. To facilitate implementation of the provisions of this agreement, you undertake to sign and deposit with the Corporation's Office of the Secretary a Stock Transfer Power in the form of Attachment 1 hereto with respect to the Restricted Shares and any Stock Dividends thereon.


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