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Directors Stock Plan - ROCKWELL AUTOMATION INC - 12-1-1999

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Directors Stock Plan - ROCKWELL AUTOMATION INC - 12-1-1999 Powered By Docstoc
					Exhibit 10-c-1 DIRECTORS STOCK PLAN OF ROCKWELL INTERNATIONAL CORPORATION As Amended February 5, 1997 1. PURPOSE OF THE PLAN. The purpose of the Directors Stock Plan (the Plan) is to strengthen the link of the compensation of non-employee directors of Rockwell International Corporation (Rockwell) directly with the interests of the shareowners. 2. PARTICIPANTS. Participants in the Plan shall consist of directors of Rockwell who are not employees of Rockwell or any of its subsidiaries (Non-Employee Director). The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which, or an unincorporated business entity more than 50% of the equity interest in which, shall at the time be owned directly or indirectly by Rockwell. 3. SHARES RESERVED UNDER THE PLAN. Subject to the provisions of Section 10 of the Plan, there shall be reserved for delivery under the Plan shares of Common Stock of Rockwell (Shares) in the following aggregate amounts: 75,000 Shares under Section 6; 150,000 Shares under Section 8; and 75,000

Shares under Section 9. Shares to be delivered under the Plan may be authorized and unissued Shares, Shares held in treasury or any combination thereof. 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation and Management Development Committee of the Board of Directors of Rockwell (the Committee). The Committee shall have authority to interpret the Plan, and to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons. 5. EFFECTIVE DATE OF THE PLAN. The Plan, as amended on December 6, 1995, shall be submitted to the shareowners of Rockwell for approval at the Annual Meeting of Shareowners to be held on February 7, 1996, or any adjournment thereof, and, if approved by the shareowners, shall become effective on the date and at the time of such approval. The Plan approved at the Annual Meeting of Shareowners held February 1, 1995 shall be in full force and effect if the Plan, as amended, is not so approved. 6. AWARD OF SHARES. Each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, any Annual Meeting of Shareowners of Rockwell shall receive an award of 400 Shares effective immediately after that Annual Meeting. Each 2

Shares under Section 9. Shares to be delivered under the Plan may be authorized and unissued Shares, Shares held in treasury or any combination thereof. 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation and Management Development Committee of the Board of Directors of Rockwell (the Committee). The Committee shall have authority to interpret the Plan, and to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons. 5. EFFECTIVE DATE OF THE PLAN. The Plan, as amended on December 6, 1995, shall be submitted to the shareowners of Rockwell for approval at the Annual Meeting of Shareowners to be held on February 7, 1996, or any adjournment thereof, and, if approved by the shareowners, shall become effective on the date and at the time of such approval. The Plan approved at the Annual Meeting of Shareowners held February 1, 1995 shall be in full force and effect if the Plan, as amended, is not so approved. 6. AWARD OF SHARES. Each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, any Annual Meeting of Shareowners of Rockwell shall receive an award of 400 Shares effective immediately after that Annual Meeting. Each 2

Non-Employee Director who is elected a director at any meeting of the Board shall receive effective immediately after that meeting an award of 400 Shares if elected after the annual meeting and prior to May 1; an award of 300 Shares if elected between May 1 and July 31; an award of 200 Shares if elected between August 1 and October 31; and an award of 100 Shares if elected between November 1 and the next annual meeting. A participant shall not be required to make any payment for any Shares delivered under the Plan. Upon the delivery of Shares under the Plan, the recipient shall have the entire beneficial ownership interest in, and all rights and privileges of a shareowner as to those Shares, including the right to vote the Shares and to receive dividends thereon. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year in which the annual award of Shares is to be made, to receive the annual grant in the form of restricted stock (Restricted Shares). Upon receipt of Restricted Shares, the recipient shall have the right to vote the Shares and to receive dividends thereon, and the Shares shall have all the attributes of outstanding shares, except that certificates for such Shares shall be delivered to and held by Rockwell until ten days after the recipient retires from the Board under the Board's retirement policy or if the recipient resigns from the Board or ceases to be a Director by reason of the antitrust laws, compliance with Rockwell's conflict of interest policies, death, disability or other circumstances the Board determines not to be adverse to the best interests of Rockwell, when certificates so held shall be delivered to the Director and cease to be Restricted Shares. 3

7. RESTRICTION ON TRANSFER OF SHARES. No Shares received by a participant under Section 6 or 9 of the Plan may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of for a period of six months after receipt of those Shares, except in the case of the participant's death or disability during that six-month period. 8. STOCK OPTIONS. Each Non-Employee Director who is elected a director at, or who was previously elected and continues as a

Non-Employee Director who is elected a director at any meeting of the Board shall receive effective immediately after that meeting an award of 400 Shares if elected after the annual meeting and prior to May 1; an award of 300 Shares if elected between May 1 and July 31; an award of 200 Shares if elected between August 1 and October 31; and an award of 100 Shares if elected between November 1 and the next annual meeting. A participant shall not be required to make any payment for any Shares delivered under the Plan. Upon the delivery of Shares under the Plan, the recipient shall have the entire beneficial ownership interest in, and all rights and privileges of a shareowner as to those Shares, including the right to vote the Shares and to receive dividends thereon. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year in which the annual award of Shares is to be made, to receive the annual grant in the form of restricted stock (Restricted Shares). Upon receipt of Restricted Shares, the recipient shall have the right to vote the Shares and to receive dividends thereon, and the Shares shall have all the attributes of outstanding shares, except that certificates for such Shares shall be delivered to and held by Rockwell until ten days after the recipient retires from the Board under the Board's retirement policy or if the recipient resigns from the Board or ceases to be a Director by reason of the antitrust laws, compliance with Rockwell's conflict of interest policies, death, disability or other circumstances the Board determines not to be adverse to the best interests of Rockwell, when certificates so held shall be delivered to the Director and cease to be Restricted Shares. 3

7. RESTRICTION ON TRANSFER OF SHARES. No Shares received by a participant under Section 6 or 9 of the Plan may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of for a period of six months after receipt of those Shares, except in the case of the participant's death or disability during that six-month period. 8. STOCK OPTIONS. Each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, any Annual Meeting of Shareowners of Rockwell shall receive an option to purchase 1,000 Shares immediately after that Annual Meeting; provided, however, that if R. M. Bressler, J. D. Nichols and J. F. Toot are reelected directors at the Corporation's 1996 Annual Meeting, options to purchase 9,000, 9,000 and 5,000 Shares, respectively, shall be granted to them immediately thereafter. Each Non-Employee Director who is elected a director at any meeting of the Board shall receive immediately after that meeting an option to purchase 1,000 Shares if elected after the annual meeting and prior to May 1; an option to purchase 750 Shares if elected between May 1 and July 31; an option to purchase 500 Shares if elected between August 1 and October 31; and an option to purchase 250 Shares if elected between November 1 and the next annual meeting. The exercise price for each option so granted shall be one-hundred percent (100%) of the closing price (the fair market value) of the Common Stock of Rockwell on the date of grant as reported in the New York Stock Exchange -Composite 4

Transactions (or on the next preceding day such stock was traded if it was not traded on the date of grant). The purchase price of the Shares with respect to which an option or portion thereof is exercised shall be payable in full in cash, shares of Common Stock of Rockwell valued at their fair market value on the date of exercise, or a combination thereof. Each option may be exercised in whole or in part at any time after it becomes exercisable; and each option shall become exercisable in approximately three equal installments on each of the first, second and third anniversaries of the date the option is granted. No option shall be exercisable prior to one year nor after ten years from the date of the grant thereof; provided, however, that if the holder of an option dies, the option may be exercised from and after the date of the optionee's death for a period of three years (or until the expiration date specified in the option if earlier) even if it was not exercisable at the date of death. Moreover, if an optionee retires at age 72 or prior thereto with at least ten years service, all options then held by such optionee shall be exercisable even if they were not exercisable at such retirement date; provided, however, that each such

7. RESTRICTION ON TRANSFER OF SHARES. No Shares received by a participant under Section 6 or 9 of the Plan may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of for a period of six months after receipt of those Shares, except in the case of the participant's death or disability during that six-month period. 8. STOCK OPTIONS. Each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, any Annual Meeting of Shareowners of Rockwell shall receive an option to purchase 1,000 Shares immediately after that Annual Meeting; provided, however, that if R. M. Bressler, J. D. Nichols and J. F. Toot are reelected directors at the Corporation's 1996 Annual Meeting, options to purchase 9,000, 9,000 and 5,000 Shares, respectively, shall be granted to them immediately thereafter. Each Non-Employee Director who is elected a director at any meeting of the Board shall receive immediately after that meeting an option to purchase 1,000 Shares if elected after the annual meeting and prior to May 1; an option to purchase 750 Shares if elected between May 1 and July 31; an option to purchase 500 Shares if elected between August 1 and October 31; and an option to purchase 250 Shares if elected between November 1 and the next annual meeting. The exercise price for each option so granted shall be one-hundred percent (100%) of the closing price (the fair market value) of the Common Stock of Rockwell on the date of grant as reported in the New York Stock Exchange -Composite 4

Transactions (or on the next preceding day such stock was traded if it was not traded on the date of grant). The purchase price of the Shares with respect to which an option or portion thereof is exercised shall be payable in full in cash, shares of Common Stock of Rockwell valued at their fair market value on the date of exercise, or a combination thereof. Each option may be exercised in whole or in part at any time after it becomes exercisable; and each option shall become exercisable in approximately three equal installments on each of the first, second and third anniversaries of the date the option is granted. No option shall be exercisable prior to one year nor after ten years from the date of the grant thereof; provided, however, that if the holder of an option dies, the option may be exercised from and after the date of the optionee's death for a period of three years (or until the expiration date specified in the option if earlier) even if it was not exercisable at the date of death. Moreover, if an optionee retires at age 72 or prior thereto with at least ten years service, all options then held by such optionee shall be exercisable even if they were not exercisable at such retirement date; provided, however, that each such option shall expire at the earlier of five years from the date of the optionee's retirement or the expiration date specified in the option. If a Change of Control as defined in Article III, Section 15(l)(1) of Rockwell's By-Laws shall occur, then, unless prior to the occurrence thereof the Board of Directors shall determine otherwise by vote of at least two-thirds of its members, all options then outstanding pursuant to the Plan shall forthwith become fully exercisable whether or not then exercisable. 5

Options granted under the Plan are not transferable other than (i) by will or by the laws of descent and distribution; or (ii) by gift to the grantee's spouse or natural, adopted or step-children or grandchildren (immediate family members) or to a trust for the benefit of one or more of the grantee's immediate family members or to a family charitable trust established by the grantee or a member of the grantee's family. If an optionee ceases to be a director while holding unexercised options, such options are then void, except in the case of (i) death, (ii) disability, (iii) retirement after attaining the age of 72 or having completed ten years service as a director, or (iv) resignation from the Board for reasons of the antitrust laws, compliance with the Corporation's conflict of interest policies or other circumstances that the Committee may determine as serving the best interests of Rockwell. 9. SHARES IN LIEU OF CASH COMPENSATION. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year as

Transactions (or on the next preceding day such stock was traded if it was not traded on the date of grant). The purchase price of the Shares with respect to which an option or portion thereof is exercised shall be payable in full in cash, shares of Common Stock of Rockwell valued at their fair market value on the date of exercise, or a combination thereof. Each option may be exercised in whole or in part at any time after it becomes exercisable; and each option shall become exercisable in approximately three equal installments on each of the first, second and third anniversaries of the date the option is granted. No option shall be exercisable prior to one year nor after ten years from the date of the grant thereof; provided, however, that if the holder of an option dies, the option may be exercised from and after the date of the optionee's death for a period of three years (or until the expiration date specified in the option if earlier) even if it was not exercisable at the date of death. Moreover, if an optionee retires at age 72 or prior thereto with at least ten years service, all options then held by such optionee shall be exercisable even if they were not exercisable at such retirement date; provided, however, that each such option shall expire at the earlier of five years from the date of the optionee's retirement or the expiration date specified in the option. If a Change of Control as defined in Article III, Section 15(l)(1) of Rockwell's By-Laws shall occur, then, unless prior to the occurrence thereof the Board of Directors shall determine otherwise by vote of at least two-thirds of its members, all options then outstanding pursuant to the Plan shall forthwith become fully exercisable whether or not then exercisable. 5

Options granted under the Plan are not transferable other than (i) by will or by the laws of descent and distribution; or (ii) by gift to the grantee's spouse or natural, adopted or step-children or grandchildren (immediate family members) or to a trust for the benefit of one or more of the grantee's immediate family members or to a family charitable trust established by the grantee or a member of the grantee's family. If an optionee ceases to be a director while holding unexercised options, such options are then void, except in the case of (i) death, (ii) disability, (iii) retirement after attaining the age of 72 or having completed ten years service as a director, or (iv) resignation from the Board for reasons of the antitrust laws, compliance with the Corporation's conflict of interest policies or other circumstances that the Committee may determine as serving the best interests of Rockwell. 9. SHARES IN LIEU OF CASH COMPENSATION. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year as to which deferral of fees is to be applicable, to defer all or any portion of the cash retainer to be paid for board, committee or other service in the following calendar year through the issuance or transfer of Restricted Shares, valued at the closing price on the New York Stock Exchange -- Composite Transactions on the date when each payment of such retainer amount would otherwise be made in cash. Such Restricted Shares shall be the same as and subject to the same provisions as are applicable to the Restricted Shares issued or delivered pursuant to Section 6 of the Plan. 6

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If there shall be any change in or affecting Shares on account of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split or combination, or other distribution to holders of Shares (other than a cash dividend), there shall be made or taken such amendments to the Plan and such adjustments and actions thereunder as the Board may deem appropriate under the circumstances. 11. GOVERNMENT AND OTHER REGULATIONS. The obligations of Rockwell to deliver Shares under Section 6 of the Plan or upon exercise of options granted under Section 8 of the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended, and (ii) the condition that such shares shall have been duly listed on the New York Stock Exchange.

Options granted under the Plan are not transferable other than (i) by will or by the laws of descent and distribution; or (ii) by gift to the grantee's spouse or natural, adopted or step-children or grandchildren (immediate family members) or to a trust for the benefit of one or more of the grantee's immediate family members or to a family charitable trust established by the grantee or a member of the grantee's family. If an optionee ceases to be a director while holding unexercised options, such options are then void, except in the case of (i) death, (ii) disability, (iii) retirement after attaining the age of 72 or having completed ten years service as a director, or (iv) resignation from the Board for reasons of the antitrust laws, compliance with the Corporation's conflict of interest policies or other circumstances that the Committee may determine as serving the best interests of Rockwell. 9. SHARES IN LIEU OF CASH COMPENSATION. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year as to which deferral of fees is to be applicable, to defer all or any portion of the cash retainer to be paid for board, committee or other service in the following calendar year through the issuance or transfer of Restricted Shares, valued at the closing price on the New York Stock Exchange -- Composite Transactions on the date when each payment of such retainer amount would otherwise be made in cash. Such Restricted Shares shall be the same as and subject to the same provisions as are applicable to the Restricted Shares issued or delivered pursuant to Section 6 of the Plan. 6

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If there shall be any change in or affecting Shares on account of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split or combination, or other distribution to holders of Shares (other than a cash dividend), there shall be made or taken such amendments to the Plan and such adjustments and actions thereunder as the Board may deem appropriate under the circumstances. 11. GOVERNMENT AND OTHER REGULATIONS. The obligations of Rockwell to deliver Shares under Section 6 of the Plan or upon exercise of options granted under Section 8 of the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended, and (ii) the condition that such shares shall have been duly listed on the New York Stock Exchange. 12. AMENDMENT AND TERMINATION OF THE PLAN. The Plan may be amended by the Board in any respect, provided that, without shareowner approval, no amendment shall (i) materially increase the maximum number of shares of Common Stock available for delivery under the Plan (other than adjustments pursuant to Section 10 hereof), (ii) materially increase the benefits accruing to participants under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan, and provided, further, that Section 6 of the Plan may not be amended more than 7

once every six months except to comport with the changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Securities Act of 1974, as amended, or the regulations under either thereof. The Plan may also be terminated at any time by the Board. 13. MISCELLANEOUS. (a) Nothing contained in this Plan shall be deemed to confer upon any person any right to continue as a director of or to be associated in any other way with Rockwell.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If there shall be any change in or affecting Shares on account of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split or combination, or other distribution to holders of Shares (other than a cash dividend), there shall be made or taken such amendments to the Plan and such adjustments and actions thereunder as the Board may deem appropriate under the circumstances. 11. GOVERNMENT AND OTHER REGULATIONS. The obligations of Rockwell to deliver Shares under Section 6 of the Plan or upon exercise of options granted under Section 8 of the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended, and (ii) the condition that such shares shall have been duly listed on the New York Stock Exchange. 12. AMENDMENT AND TERMINATION OF THE PLAN. The Plan may be amended by the Board in any respect, provided that, without shareowner approval, no amendment shall (i) materially increase the maximum number of shares of Common Stock available for delivery under the Plan (other than adjustments pursuant to Section 10 hereof), (ii) materially increase the benefits accruing to participants under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan, and provided, further, that Section 6 of the Plan may not be amended more than 7

once every six months except to comport with the changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Securities Act of 1974, as amended, or the regulations under either thereof. The Plan may also be terminated at any time by the Board. 13. MISCELLANEOUS. (a) Nothing contained in this Plan shall be deemed to confer upon any person any right to continue as a director of or to be associated in any other way with Rockwell. (b) To the extent that Federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware. 8

Exhibit 10-d-3 MEMORANDUM OF ADJUSTMENTS TO OUTSTANDING OPTIONS UNDER ROCKWELL INTERNATIONAL CORPORATION'S 1988 LONG-TERM INCENTIVES PLAN, 1995 LONG-TERM INCENTIVES PLAN AND DIRECTORS STOCK PLAN Effective upon consummation of the distribution (the "Distribution") by Rockwell International Corporation ("Rockwell") to each holder of shares of Common Stock, par value $1 per share, of Rockwell ("Rockwell Common Stock"), as of the close of business on December 11, 1998 (or, if the conditions set forth in the Distribution Agreement to be entered into between Rockwell and Conexant Systems, Inc. ("Conexant") prior to the Distribution (the "Distribution Agreement") shall not have been satisfied on or before that date, such later date as may be determined by the Rockwell Executive Committee (the "Distribution Record Date")), of one share of Common Stock, par value $1 per share ("Conexant Common Stock"), and one associated preferred share

once every six months except to comport with the changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Securities Act of 1974, as amended, or the regulations under either thereof. The Plan may also be terminated at any time by the Board. 13. MISCELLANEOUS. (a) Nothing contained in this Plan shall be deemed to confer upon any person any right to continue as a director of or to be associated in any other way with Rockwell. (b) To the extent that Federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware. 8

Exhibit 10-d-3 MEMORANDUM OF ADJUSTMENTS TO OUTSTANDING OPTIONS UNDER ROCKWELL INTERNATIONAL CORPORATION'S 1988 LONG-TERM INCENTIVES PLAN, 1995 LONG-TERM INCENTIVES PLAN AND DIRECTORS STOCK PLAN Effective upon consummation of the distribution (the "Distribution") by Rockwell International Corporation ("Rockwell") to each holder of shares of Common Stock, par value $1 per share, of Rockwell ("Rockwell Common Stock"), as of the close of business on December 11, 1998 (or, if the conditions set forth in the Distribution Agreement to be entered into between Rockwell and Conexant Systems, Inc. ("Conexant") prior to the Distribution (the "Distribution Agreement") shall not have been satisfied on or before that date, such later date as may be determined by the Rockwell Executive Committee (the "Distribution Record Date")), of one share of Common Stock, par value $1 per share ("Conexant Common Stock"), and one associated preferred share purchase right ("Right"), of Conexant for every two shares of Rockwell Common Stock held by such holder on the Distribution Record Date (subject to satisfaction or waiver of the conditions set forth in the Distribution Agreement), all outstanding options under the Rockwell International Corporation 1988 Long-Term Incentives Plan (the "1988 Plan"), 1995 Long-Term Incentives Plan (the "1995 Plan") and Directors Stock Plan (the "Directors Plan", and, together with the 1988 Plan and the 1995 Plan, the "Rockwell Stock Plans"), pursuant to the equitable adjustment provisions of the applicable Rockwell Stock Plan, shall be adjusted as set forth in this memorandum. As used in this memorandum, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Average Price of Conexant Common Stock" means the average of the daily closing prices per share of Conexant Common Stock as reported on Nasdaq for the five consecutive Nasdaq trading days ending on and including the Distribution Date (the "Nasdaq Pre-Distribution Period"), assuming that "when-issued" trading in Conexant Common Stock occurs during the Nasdaq Pre-Distribution Period in daily volume of not less than 1,000 shares (and if on any day (a "Conexant

Excluded Day") during the Nasdaq Pre-Distribution Period (i) such trading does not occur in such volume or (ii) such day is a Rockwell Excluded Day, then trading on each Conexant Excluded Day shall not be considered and trading on up to five Substitute Nasdaq Trading Days shall be included so that a total of five trading days are included in the averaging period); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first Nasdaq trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "when-issued" trading on one or more days during the Nasdaq Pre-Distribution Period does not fairly represent the value of Conexant Common Stock, then each such day so determined shall be treated as a Conexant Excluded Day, trading on each Conexant Excluded

Exhibit 10-d-3 MEMORANDUM OF ADJUSTMENTS TO OUTSTANDING OPTIONS UNDER ROCKWELL INTERNATIONAL CORPORATION'S 1988 LONG-TERM INCENTIVES PLAN, 1995 LONG-TERM INCENTIVES PLAN AND DIRECTORS STOCK PLAN Effective upon consummation of the distribution (the "Distribution") by Rockwell International Corporation ("Rockwell") to each holder of shares of Common Stock, par value $1 per share, of Rockwell ("Rockwell Common Stock"), as of the close of business on December 11, 1998 (or, if the conditions set forth in the Distribution Agreement to be entered into between Rockwell and Conexant Systems, Inc. ("Conexant") prior to the Distribution (the "Distribution Agreement") shall not have been satisfied on or before that date, such later date as may be determined by the Rockwell Executive Committee (the "Distribution Record Date")), of one share of Common Stock, par value $1 per share ("Conexant Common Stock"), and one associated preferred share purchase right ("Right"), of Conexant for every two shares of Rockwell Common Stock held by such holder on the Distribution Record Date (subject to satisfaction or waiver of the conditions set forth in the Distribution Agreement), all outstanding options under the Rockwell International Corporation 1988 Long-Term Incentives Plan (the "1988 Plan"), 1995 Long-Term Incentives Plan (the "1995 Plan") and Directors Stock Plan (the "Directors Plan", and, together with the 1988 Plan and the 1995 Plan, the "Rockwell Stock Plans"), pursuant to the equitable adjustment provisions of the applicable Rockwell Stock Plan, shall be adjusted as set forth in this memorandum. As used in this memorandum, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Average Price of Conexant Common Stock" means the average of the daily closing prices per share of Conexant Common Stock as reported on Nasdaq for the five consecutive Nasdaq trading days ending on and including the Distribution Date (the "Nasdaq Pre-Distribution Period"), assuming that "when-issued" trading in Conexant Common Stock occurs during the Nasdaq Pre-Distribution Period in daily volume of not less than 1,000 shares (and if on any day (a "Conexant

Excluded Day") during the Nasdaq Pre-Distribution Period (i) such trading does not occur in such volume or (ii) such day is a Rockwell Excluded Day, then trading on each Conexant Excluded Day shall not be considered and trading on up to five Substitute Nasdaq Trading Days shall be included so that a total of five trading days are included in the averaging period); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first Nasdaq trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "when-issued" trading on one or more days during the Nasdaq Pre-Distribution Period does not fairly represent the value of Conexant Common Stock, then each such day so determined shall be treated as a Conexant Excluded Day, trading on each Conexant Excluded Day shall not be considered and trading on up to five Substitute Nasdaq Trading Days shall be included so that a total of five trading days are included in the averaging period. "Committee" means the committee appointed by the Rockwell Board of Directors on December 2, 1998 for certain purposes in respect of the option adjustments described in this memorandum. "Conexant Employee" means any individual who, as of the Time of Distribution, (i) will be employed by a member of the Conexant Group or (ii) is a director of Conexant who is not also a director of Rockwell. "Conexant Group" means Conexant Systems, Inc. and its subsidiaries. "Conexant Option" means an option to purchase from Conexant shares of Conexant Common Stock provided to a holder of a Rockwell Option. "Conexant Option Ratio" means the amount obtained by dividing

Excluded Day") during the Nasdaq Pre-Distribution Period (i) such trading does not occur in such volume or (ii) such day is a Rockwell Excluded Day, then trading on each Conexant Excluded Day shall not be considered and trading on up to five Substitute Nasdaq Trading Days shall be included so that a total of five trading days are included in the averaging period); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first Nasdaq trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "when-issued" trading on one or more days during the Nasdaq Pre-Distribution Period does not fairly represent the value of Conexant Common Stock, then each such day so determined shall be treated as a Conexant Excluded Day, trading on each Conexant Excluded Day shall not be considered and trading on up to five Substitute Nasdaq Trading Days shall be included so that a total of five trading days are included in the averaging period. "Committee" means the committee appointed by the Rockwell Board of Directors on December 2, 1998 for certain purposes in respect of the option adjustments described in this memorandum. "Conexant Employee" means any individual who, as of the Time of Distribution, (i) will be employed by a member of the Conexant Group or (ii) is a director of Conexant who is not also a director of Rockwell. "Conexant Group" means Conexant Systems, Inc. and its subsidiaries. "Conexant Option" means an option to purchase from Conexant shares of Conexant Common Stock provided to a holder of a Rockwell Option. "Conexant Option Ratio" means the amount obtained by dividing (i) the Average Price of Conexant Common Stock by (ii) the Pre-Distribution Average Price of Rockwell Common Stock. "Conexant Option Spread" means (i) with respect to any Conexant Option received by a holder of a Rockwell Split Option pursuant to paragraph (c) of this memorandum that is not subject to paragraph (d) of this memorandum, the Pre-Distribution Rockwell Option Spread 2

of the corresponding Rockwell Split Option minus the Ex-Distribution Rockwell Option Spread of such Rockwell Split Option or (ii) with respect to any Conexant Option received by a holder of a Rockwell Split Option pursuant to paragraph (c) of this memorandum that is subject to the provisions of paragraph (d) of this memorandum, (A) the Average Price of Conexant Common Stock minus $1.00, multiplied by (B) the number of shares of Conexant Common Stock subject to such Conexant Option. "Distribution Date" means the date determined by the Rockwell Board of Directors as the date as of which the Distribution will be effected. "Ex-Distribution Average Price of Rockwell Common Stock" means the average of the daily closing prices per share of Rockwell Common Stock trading on an "ex-distribution when-issued" basis as reported on the NYSE Composite Transactions reporting system for the five consecutive NYSE trading days ending on and including the Distribution Date (the "NYSE Pre-Distribution Period"), assuming that "ex-distribution when-issued" trading in Rockwell Common Stock occurs during the NYSE Pre-Distribution Period in daily volume of not less than 1,000 shares (and if on any day (a "Rockwell Excluded Day") during the NYSE Pre-Distribution Period (i) such trading does not occur in such volume or (ii) such day is a Conexant Excluded Day, then trading on each Rockwell Excluded Day shall not be considered and trading on up to five Substitute NYSE Trading Days shall be included so that a total of five trading days are included in the averaging period); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first NYSE trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "exdistribution when-issued" trading on one or more days during the NYSE Pre-Distribution Period does not fairly represent the value of Rockwell Common Stock (excluding the value of the Conexant Common Stock to be distributed in respect thereof), then each such day so determined shall be treated as a Rockwell Excluded Day, trading on each Rockwell Excluded Day shall not be considered and trading on up to five Substitute NYSE Trading Days shall be included so that a total of five trading days are included in the averaging period.

of the corresponding Rockwell Split Option minus the Ex-Distribution Rockwell Option Spread of such Rockwell Split Option or (ii) with respect to any Conexant Option received by a holder of a Rockwell Split Option pursuant to paragraph (c) of this memorandum that is subject to the provisions of paragraph (d) of this memorandum, (A) the Average Price of Conexant Common Stock minus $1.00, multiplied by (B) the number of shares of Conexant Common Stock subject to such Conexant Option. "Distribution Date" means the date determined by the Rockwell Board of Directors as the date as of which the Distribution will be effected. "Ex-Distribution Average Price of Rockwell Common Stock" means the average of the daily closing prices per share of Rockwell Common Stock trading on an "ex-distribution when-issued" basis as reported on the NYSE Composite Transactions reporting system for the five consecutive NYSE trading days ending on and including the Distribution Date (the "NYSE Pre-Distribution Period"), assuming that "ex-distribution when-issued" trading in Rockwell Common Stock occurs during the NYSE Pre-Distribution Period in daily volume of not less than 1,000 shares (and if on any day (a "Rockwell Excluded Day") during the NYSE Pre-Distribution Period (i) such trading does not occur in such volume or (ii) such day is a Conexant Excluded Day, then trading on each Rockwell Excluded Day shall not be considered and trading on up to five Substitute NYSE Trading Days shall be included so that a total of five trading days are included in the averaging period); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first NYSE trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "exdistribution when-issued" trading on one or more days during the NYSE Pre-Distribution Period does not fairly represent the value of Rockwell Common Stock (excluding the value of the Conexant Common Stock to be distributed in respect thereof), then each such day so determined shall be treated as a Rockwell Excluded Day, trading on each Rockwell Excluded Day shall not be considered and trading on up to five Substitute NYSE Trading Days shall be included so that a total of five trading days are included in the averaging period. 3

"Ex-Distribution Rockwell Option Spread" means, (i) with respect to any Rockwell Split Option (after its being adjusted pursuant to paragraph (c) of this memorandum) that is not subject to paragraph (d) of this memorandum, (A) the Ex-Distribution Average Price of Rockwell Common Stock minus the per-share exercise price of such adjusted Rockwell Split Option, multiplied by (B) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option or (ii) with respect to any Rockwell Split Option that is subject to paragraph (d) of this memorandum, the Pre-Distribution Rockwell Option Spread of the Rockwell Split Option minus the Conexant Option Spread of the corresponding Conexant Option. "Nasdaq" means the Nasdaq Stock Market, Inc. National Market System. "NYSE" means the New York Stock Exchange. "Pre-Distribution Average Price of Rockwell Common Stock" means the average of the daily closing prices per share of Rockwell Common Stock trading on a "regular way" basis (i.e., including the value of the Conexant Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system for the NYSE Pre-Distribution Period; provided, that if any day during such period (an "Old Rockwell Excluded Day") is either a Conexant Excluded Day or a Rockwell Excluded Day, then trading on such Old Rockwell Excluded Day shall not be considered and trading on up to five Substitute Old Rockwell Trading Days shall be included so that a total of five trading days are included in the averaging period. "Pre-Distribution Rockwell Option Spread" means, with respect to any Rockwell Split Option (prior to its being adjusted pursuant to paragraph (c) or (d) of this memorandum), (i) the Pre-Distribution Average Price of Rockwell Common Stock minus the per-share exercise price of such unadjusted Rockwell Split Option, multiplied by (ii) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option. "Rockwell Non-Split Option" means a Rockwell Option that was granted prior to January 1, 1990 or after August 31, 1998 and that is not held by a Conexant Employee at the Time of Distribution.

"Ex-Distribution Rockwell Option Spread" means, (i) with respect to any Rockwell Split Option (after its being adjusted pursuant to paragraph (c) of this memorandum) that is not subject to paragraph (d) of this memorandum, (A) the Ex-Distribution Average Price of Rockwell Common Stock minus the per-share exercise price of such adjusted Rockwell Split Option, multiplied by (B) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option or (ii) with respect to any Rockwell Split Option that is subject to paragraph (d) of this memorandum, the Pre-Distribution Rockwell Option Spread of the Rockwell Split Option minus the Conexant Option Spread of the corresponding Conexant Option. "Nasdaq" means the Nasdaq Stock Market, Inc. National Market System. "NYSE" means the New York Stock Exchange. "Pre-Distribution Average Price of Rockwell Common Stock" means the average of the daily closing prices per share of Rockwell Common Stock trading on a "regular way" basis (i.e., including the value of the Conexant Common Stock to be distributed in respect thereof) as reported on the NYSE Composite Transactions reporting system for the NYSE Pre-Distribution Period; provided, that if any day during such period (an "Old Rockwell Excluded Day") is either a Conexant Excluded Day or a Rockwell Excluded Day, then trading on such Old Rockwell Excluded Day shall not be considered and trading on up to five Substitute Old Rockwell Trading Days shall be included so that a total of five trading days are included in the averaging period. "Pre-Distribution Rockwell Option Spread" means, with respect to any Rockwell Split Option (prior to its being adjusted pursuant to paragraph (c) or (d) of this memorandum), (i) the Pre-Distribution Average Price of Rockwell Common Stock minus the per-share exercise price of such unadjusted Rockwell Split Option, multiplied by (ii) the number of shares of Rockwell Common Stock subject to such Rockwell Split Option. "Rockwell Non-Split Option" means a Rockwell Option that was granted prior to January 1, 1990 or after August 31, 1998 and that is not held by a Conexant Employee at the Time of Distribution. 4

"Rockwell Option" means an option to purchase from Rockwell shares of Rockwell Common Stock granted pursuant to one of the Rockwell Stock Plans. "Rockwell Option Ratio" means the amount obtained by dividing (i) the Ex-Distribution Average Price of Rockwell Common Stock by (ii) the Pre-Distribution Average Price of Rockwell Common Stock. "Rockwell Split Option" means a Rockwell Option that was granted between January 1, 1990 and August 31, 1998. "Substitute Nasdaq Trading Day" means the first immediately preceding Nasdaq trading day in the five Nasdaq trading day period immediately preceding the Nasdaq Pre-Distribution Period (the "Nasdaq Earlier Period") that is not already a Substitute Nasdaq Trading Day or an Excluded Nasdaq Trading Day (as defined below), assuming that "when-issued" trading in Conexant Common Stock occurs during the Nasdaq Earlier Period in daily volume of not less than 1,000 shares (and if on any day during the Nasdaq Earlier Period (an "Excluded Nasdaq Trading Day") (i) such trading does not occur in such volume or (ii) such day is an Excluded NYSE Trading Day, then trading on that day shall not be considered a Substitute Nasdaq Trading Day and the next immediately preceding Nasdaq trading day in the Nasdaq Earlier Period shall be considered for purposes of this definition); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first Nasdaq trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "when-issued" trading on such Substitute Nasdaq Trading Day does not fairly represent the value of Conexant Common Stock, then each such day so determined shall be treated as an Excluded Nasdaq Trading Day and shall not be considered as a Substitute Nasdaq Trading Day and the next immediately preceding Nasdaq trading day in the Nasdaq Earlier Period shall be considered for purposes of this definition; provided, further, that if there are an insufficient number of Substitute Nasdaq Trading Days available in the Nasdaq Earlier Period for a total of five trading days to be included in the averaging period for the Average

"Rockwell Option" means an option to purchase from Rockwell shares of Rockwell Common Stock granted pursuant to one of the Rockwell Stock Plans. "Rockwell Option Ratio" means the amount obtained by dividing (i) the Ex-Distribution Average Price of Rockwell Common Stock by (ii) the Pre-Distribution Average Price of Rockwell Common Stock. "Rockwell Split Option" means a Rockwell Option that was granted between January 1, 1990 and August 31, 1998. "Substitute Nasdaq Trading Day" means the first immediately preceding Nasdaq trading day in the five Nasdaq trading day period immediately preceding the Nasdaq Pre-Distribution Period (the "Nasdaq Earlier Period") that is not already a Substitute Nasdaq Trading Day or an Excluded Nasdaq Trading Day (as defined below), assuming that "when-issued" trading in Conexant Common Stock occurs during the Nasdaq Earlier Period in daily volume of not less than 1,000 shares (and if on any day during the Nasdaq Earlier Period (an "Excluded Nasdaq Trading Day") (i) such trading does not occur in such volume or (ii) such day is an Excluded NYSE Trading Day, then trading on that day shall not be considered a Substitute Nasdaq Trading Day and the next immediately preceding Nasdaq trading day in the Nasdaq Earlier Period shall be considered for purposes of this definition); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first Nasdaq trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "when-issued" trading on such Substitute Nasdaq Trading Day does not fairly represent the value of Conexant Common Stock, then each such day so determined shall be treated as an Excluded Nasdaq Trading Day and shall not be considered as a Substitute Nasdaq Trading Day and the next immediately preceding Nasdaq trading day in the Nasdaq Earlier Period shall be considered for purposes of this definition; provided, further, that if there are an insufficient number of Substitute Nasdaq Trading Days available in the Nasdaq Earlier Period for a total of five trading days to be included in the averaging period for the Average Price of Conexant Common Stock, then up to five Nasdaq trading days (as determined by the Committee) 5

immediately following the Distribution Date shall be included as a Substitute Nasdaq Trading Day so that a total of five trading days are included in the averaging period. "Substitute NYSE Trading Day" means the first immediately preceding NYSE trading day in the five NYSE trading day period immediately preceding the NYSE Pre-Distribution Period (the "NYSE Earlier Period") that is not already a Substitute NYSE Trading Day or an Excluded NYSE Trading Day (as defined below), assuming that "ex-distribution when-issued" trading in Rockwell Common Stock occurs during the NYSE Earlier Period in daily volume of not less than 1,000 shares (and if on any day during the NYSE Earlier Period (an "Excluded NYSE Trading Day") (i) such trading does not occur in such volume or (ii) such day is an Excluded Nasdaq Trading Day, then trading on that day shall not be considered a Substitute NYSE Trading Day and the next immediately preceding NYSE trading day in the NYSE Earlier Period shall be considered for purposes of this definition); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first NYSE trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "ex-distribution when-issued" trading on such Substitute NYSE Trading Day does not fairly represent the value of Rockwell Common Stock (i.e., without the value of the Conexant Common Stock to be distributed in respect thereof), then each such day so determined shall be treated as an Excluded NYSE Trading Day and shall not be considered as a Substitute NYSE Trading Day and the next immediately preceding NYSE trading day in the NYSE Earlier Period shall be considered for purposes of this definition; provided, further, that if there are an insufficient number of Substitute NYSE Trading Days available in the NYSE Earlier Period for a total of five trading days to be included in the averaging period for the Average Price of Rockwell Common Stock, then up to five NYSE trading days (as determined by the Committee) immediately following the Distribution Date shall be included as a Substitute NYSE Trading Day so that a total of five trading days are included in the averaging period. "Substitute Old Rockwell Trading Day" means the first immediately preceding NYSE trading day in the 6

immediately following the Distribution Date shall be included as a Substitute Nasdaq Trading Day so that a total of five trading days are included in the averaging period. "Substitute NYSE Trading Day" means the first immediately preceding NYSE trading day in the five NYSE trading day period immediately preceding the NYSE Pre-Distribution Period (the "NYSE Earlier Period") that is not already a Substitute NYSE Trading Day or an Excluded NYSE Trading Day (as defined below), assuming that "ex-distribution when-issued" trading in Rockwell Common Stock occurs during the NYSE Earlier Period in daily volume of not less than 1,000 shares (and if on any day during the NYSE Earlier Period (an "Excluded NYSE Trading Day") (i) such trading does not occur in such volume or (ii) such day is an Excluded Nasdaq Trading Day, then trading on that day shall not be considered a Substitute NYSE Trading Day and the next immediately preceding NYSE trading day in the NYSE Earlier Period shall be considered for purposes of this definition); provided, that if the Committee shall determine on or before 2:00 p.m. (New York City time) on the first NYSE trading day following the Distribution Date that, notwithstanding satisfaction of the 1,000 share per day minimum trading volume requirement, "ex-distribution when-issued" trading on such Substitute NYSE Trading Day does not fairly represent the value of Rockwell Common Stock (i.e., without the value of the Conexant Common Stock to be distributed in respect thereof), then each such day so determined shall be treated as an Excluded NYSE Trading Day and shall not be considered as a Substitute NYSE Trading Day and the next immediately preceding NYSE trading day in the NYSE Earlier Period shall be considered for purposes of this definition; provided, further, that if there are an insufficient number of Substitute NYSE Trading Days available in the NYSE Earlier Period for a total of five trading days to be included in the averaging period for the Average Price of Rockwell Common Stock, then up to five NYSE trading days (as determined by the Committee) immediately following the Distribution Date shall be included as a Substitute NYSE Trading Day so that a total of five trading days are included in the averaging period. "Substitute Old Rockwell Trading Day" means the first immediately preceding NYSE trading day in the 6

NYSE Earlier Period that is not already a Substitute Old Rockwell Trading Day, an Excluded Nasdaq Trading Day or an Excluded NYSE Trading Day; provided, that if there are an insufficient number of Substitute Old Rockwell Trading Days available in the NYSE Earlier Period for a total of five trading days to be included in the averaging period for the Pre-Distribution Average Price of Rockwell Common Stock, then notwithstanding any other provision of this memorandum up to five NYSE trading days (as determined by the Committee) that would otherwise have been excluded during the NYSE Pre-Distribution Period or the NYSE Earlier Period shall be included as Substitute Old Rockwell Trading Days so that a total of five trading days are included in the averaging period. "Time of Distribution" means the close of business on the Distribution Date. The adjustments shall be made as follows: (a) Each Rockwell Non-Split Option that is outstanding as of the Time of Distribution shall be adjusted so that the per-share exercise price of such Rockwell Non-Split Option will equal the per-share exercise price of such Rockwell Non-Split Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Option Ratio. The number of shares of Rockwell Common Stock subject to such Rockwell Non-Split Option shall be adjusted by multiplying the number of shares of Rockwell Common Stock subject thereto immediately prior to the Time of Distribution by the reciprocal of the Rockwell Option Ratio and, if any resultant fractional share exists, rounded down to the nearest whole share. Such Rockwell Non-Split Option will otherwise have the same terms and conditions as those in effect prior to the adjustment, except as provided in paragraph (f) below. (b) Each Rockwell Option held by a Conexant Employee that is outstanding as of the Time of Distribution shall be and become a Conexant Option. The per-share exercise price of such Conexant Option will equal the pershare exercise price of such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the Conexant Option 7

NYSE Earlier Period that is not already a Substitute Old Rockwell Trading Day, an Excluded Nasdaq Trading Day or an Excluded NYSE Trading Day; provided, that if there are an insufficient number of Substitute Old Rockwell Trading Days available in the NYSE Earlier Period for a total of five trading days to be included in the averaging period for the Pre-Distribution Average Price of Rockwell Common Stock, then notwithstanding any other provision of this memorandum up to five NYSE trading days (as determined by the Committee) that would otherwise have been excluded during the NYSE Pre-Distribution Period or the NYSE Earlier Period shall be included as Substitute Old Rockwell Trading Days so that a total of five trading days are included in the averaging period. "Time of Distribution" means the close of business on the Distribution Date. The adjustments shall be made as follows: (a) Each Rockwell Non-Split Option that is outstanding as of the Time of Distribution shall be adjusted so that the per-share exercise price of such Rockwell Non-Split Option will equal the per-share exercise price of such Rockwell Non-Split Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Option Ratio. The number of shares of Rockwell Common Stock subject to such Rockwell Non-Split Option shall be adjusted by multiplying the number of shares of Rockwell Common Stock subject thereto immediately prior to the Time of Distribution by the reciprocal of the Rockwell Option Ratio and, if any resultant fractional share exists, rounded down to the nearest whole share. Such Rockwell Non-Split Option will otherwise have the same terms and conditions as those in effect prior to the adjustment, except as provided in paragraph (f) below. (b) Each Rockwell Option held by a Conexant Employee that is outstanding as of the Time of Distribution shall be and become a Conexant Option. The per-share exercise price of such Conexant Option will equal the pershare exercise price of such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the Conexant Option 7

Ratio. The number of shares of Conexant Common Stock subject to the Conexant Option will equal the number of shares subject to such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the reciprocal of the Conexant Option Ratio, and, if any resultant fractional share of Conexant Common Stock exists, rounded down to the nearest whole share, without any payment for such fractional share. Such Conexant Option will otherwise have substantially the same terms and conditions as the corresponding Rockwell Option being replaced, except as provided in paragraph (e) below and except that references to Rockwell will be changed to refer to Conexant and references to any of the Rockwell Stock Plans will be changed to refer to the Conexant 1998 Stock Option Plan. (c) Each Rockwell Split Option held by any person (other than a Conexant Employee) that is outstanding as of the Time of Distribution shall be adjusted so that the per-share exercise price of such Rockwell Split Option will equal the per-share exercise price of such Rockwell Split Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Option Ratio, subject to the provisions of paragraph (d) below. The number of shares subject to the adjusted Rockwell Split Option will equal the number of shares subject to such Rockwell Split Option immediately prior to the Time of Distribution. Such adjusted Rockwell Split Option will otherwise have the same terms and conditions as those in effect prior to the adjustment, except as provided in paragraph (f) below. In addition, each person (other than a Conexant Employee) holding a Rockwell Split Option will receive a Conexant Option. The number of shares of Conexant Common Stock subject to such Conexant Option will equal one-half the number of shares subject to such Rockwell Split Option immediately prior to the Time of Distribution, and, if any resultant fractional share of Conexant Common Stock exists, rounded down to the nearest whole share, without any payment for such fractional share. Subject to the provisions of paragraph (d) below, the Conexant Option will have a per-share exercise price equal to (i) the Average Price of Conexant Common Stock, minus (ii) the amount obtained by dividing the Conexant Option Spread of such Conexant Option by the number of shares of Conexant Common Stock subject to such 8

Ratio. The number of shares of Conexant Common Stock subject to the Conexant Option will equal the number of shares subject to such Rockwell Option being replaced immediately prior to the Time of Distribution, multiplied by the reciprocal of the Conexant Option Ratio, and, if any resultant fractional share of Conexant Common Stock exists, rounded down to the nearest whole share, without any payment for such fractional share. Such Conexant Option will otherwise have substantially the same terms and conditions as the corresponding Rockwell Option being replaced, except as provided in paragraph (e) below and except that references to Rockwell will be changed to refer to Conexant and references to any of the Rockwell Stock Plans will be changed to refer to the Conexant 1998 Stock Option Plan. (c) Each Rockwell Split Option held by any person (other than a Conexant Employee) that is outstanding as of the Time of Distribution shall be adjusted so that the per-share exercise price of such Rockwell Split Option will equal the per-share exercise price of such Rockwell Split Option immediately prior to the Time of Distribution and prior to such adjustment, multiplied by the Rockwell Option Ratio, subject to the provisions of paragraph (d) below. The number of shares subject to the adjusted Rockwell Split Option will equal the number of shares subject to such Rockwell Split Option immediately prior to the Time of Distribution. Such adjusted Rockwell Split Option will otherwise have the same terms and conditions as those in effect prior to the adjustment, except as provided in paragraph (f) below. In addition, each person (other than a Conexant Employee) holding a Rockwell Split Option will receive a Conexant Option. The number of shares of Conexant Common Stock subject to such Conexant Option will equal one-half the number of shares subject to such Rockwell Split Option immediately prior to the Time of Distribution, and, if any resultant fractional share of Conexant Common Stock exists, rounded down to the nearest whole share, without any payment for such fractional share. Subject to the provisions of paragraph (d) below, the Conexant Option will have a per-share exercise price equal to (i) the Average Price of Conexant Common Stock, minus (ii) the amount obtained by dividing the Conexant Option Spread of such Conexant Option by the number of shares of Conexant Common Stock subject to such 8

Conexant Option. Such Conexant Option will otherwise have substantially the same terms and conditions as the corresponding Rockwell Split Option being adjusted, except as provided in paragraph (e) below and except that references to Rockwell will be changed to refer to Conexant and references to any of the Rockwell Stock Plans will be changed to refer to the Conexant 1998 Stock Option Plan. (d) Notwithstanding anything to the contrary contained herein, if the per-share exercise price of the Conexant Option determined in accordance with paragraph (c) above results in a price less than $1.00, the per-share exercise price of such Conexant Option shall be deemed to be $1.00 and the per-share exercise price of the corresponding Rockwell Split Option shall be determined in accordance with this paragraph (d). In such case, the per-share exercise price of the Rockwell Split Option will be adjusted to equal (i) the Ex-Distribution Average Price of Rockwell Common Stock, minus (ii) the amount obtained by dividing the Ex-Distribution Rockwell Option Spread of such Rockwell Split Option by the number of shares of Rockwell Common Stock subject to such Rockwell Split Option. (e) Any Conexant Option received by a holder pursuant to the adjustments to such holder's Rockwell Option provided for in this memorandum that would otherwise by its terms expire after the Time of Distribution and on or before March 31, 1999 shall not expire until April 30, 1999. (f) Any Rockwell Option (as adjusted pursuant to the provisions of this memorandum) granted after March 1, 1989 that would otherwise by its terms expire after the Time of Distribution and before January 31, 1999 shall not expire until January 31, 1999. (g) For purposes of determining the exercisability of any Rockwell Non-Split Option granted effective on or after October 5, 1998 and designated as subject to performance vesting, the adjusted exercise price determined as provided for in this memorandum shall be substituted for the original exercise price of such Rockwell Non-Split Option prior to adjustment, and such options shall become exercisable as to the total number of shares of Rockwell Common Stock covered 9

Conexant Option. Such Conexant Option will otherwise have substantially the same terms and conditions as the corresponding Rockwell Split Option being adjusted, except as provided in paragraph (e) below and except that references to Rockwell will be changed to refer to Conexant and references to any of the Rockwell Stock Plans will be changed to refer to the Conexant 1998 Stock Option Plan. (d) Notwithstanding anything to the contrary contained herein, if the per-share exercise price of the Conexant Option determined in accordance with paragraph (c) above results in a price less than $1.00, the per-share exercise price of such Conexant Option shall be deemed to be $1.00 and the per-share exercise price of the corresponding Rockwell Split Option shall be determined in accordance with this paragraph (d). In such case, the per-share exercise price of the Rockwell Split Option will be adjusted to equal (i) the Ex-Distribution Average Price of Rockwell Common Stock, minus (ii) the amount obtained by dividing the Ex-Distribution Rockwell Option Spread of such Rockwell Split Option by the number of shares of Rockwell Common Stock subject to such Rockwell Split Option. (e) Any Conexant Option received by a holder pursuant to the adjustments to such holder's Rockwell Option provided for in this memorandum that would otherwise by its terms expire after the Time of Distribution and on or before March 31, 1999 shall not expire until April 30, 1999. (f) Any Rockwell Option (as adjusted pursuant to the provisions of this memorandum) granted after March 1, 1989 that would otherwise by its terms expire after the Time of Distribution and before January 31, 1999 shall not expire until January 31, 1999. (g) For purposes of determining the exercisability of any Rockwell Non-Split Option granted effective on or after October 5, 1998 and designated as subject to performance vesting, the adjusted exercise price determined as provided for in this memorandum shall be substituted for the original exercise price of such Rockwell Non-Split Option prior to adjustment, and such options shall become exercisable as to the total number of shares of Rockwell Common Stock covered 9

thereby then outstanding on the date on which the closing price of Rockwell Common Stock as reported on the NYSE Composite Transactions reporting system shall have been at least 150% of such adjusted exercise price for at least twenty consecutive trading days or, if earlier, on October 5, 2007. 10

Exhibit 10-l-2 September 30, 1999 Mr. Donald R. Beall Retired Chairman and Chief Executive Officer Rockwell International Corporation 5 Civic Plaza, Suite 320 Newport Beach, CA 92660-5956 Dear Don: This confirms the arrangements which have been agreed upon under which you will continue to act as a consultant to the Corporation for the period beginning October 1, 1999 and ending September 30, 2000. It is understood that your responsibilities as a consultant will require you to devote a reasonable portion of your time to this work, but you will not be otherwise restricted in your business activities so long as they do not interfere with your reasonable availability to the Corporation. It is agreed, however, that you will not engage in any activity which presents a conflict of interest in the light of your relationship with the Corporation. You will be treated as an employee of the Corporation for purposes of payment of compensation, income tax

thereby then outstanding on the date on which the closing price of Rockwell Common Stock as reported on the NYSE Composite Transactions reporting system shall have been at least 150% of such adjusted exercise price for at least twenty consecutive trading days or, if earlier, on October 5, 2007. 10

Exhibit 10-l-2 September 30, 1999 Mr. Donald R. Beall Retired Chairman and Chief Executive Officer Rockwell International Corporation 5 Civic Plaza, Suite 320 Newport Beach, CA 92660-5956 Dear Don: This confirms the arrangements which have been agreed upon under which you will continue to act as a consultant to the Corporation for the period beginning October 1, 1999 and ending September 30, 2000. It is understood that your responsibilities as a consultant will require you to devote a reasonable portion of your time to this work, but you will not be otherwise restricted in your business activities so long as they do not interfere with your reasonable availability to the Corporation. It is agreed, however, that you will not engage in any activity which presents a conflict of interest in the light of your relationship with the Corporation. You will be treated as an employee of the Corporation for purposes of payment of compensation, income tax withholding and employment taxes, but as an independent contractor for all other purposes. Without limiting the generality of the foregoing, you shall not by reason of your services to the Corporation under this agreement be eligible for participation in or be entitled to benefits under any employee benefit plans or programs sponsored by the Corporation or any of its affiliates. The Corporation will pay you a fee at the rate of $300,000 per year, payable in monthly installments on the first day of each month during the period of this agreement. In addition, the Corporation will reimburse you for the reasonable expenses of maintaining an office and for reasonable travel expenses and out-of-pocket expenditures which you may incur in serving as a consultant to the Corporation.

Donald R. Beall September 30, 1999 Page 2 In order to facilitate your providing the contemplated services you shall also, during the term of this agreement: - Have available full-time secretarial service at your office; - Continue to have the use of the automobile the Corporation presently provides you, including maintenance and insurance, until October 31, 1999, after which you will be eligible for the Executive Auto Cash Allowance Program through September 30, 2000; - Be authorized to use the Corporation's aircraft, subject to availability, for business travel related to your services as a consultant and for travel to attend meetings of the boards of directors of other companies on which you presently serve; - Continue to be eligible for the dental and vision care benefits presently provided you; and

Exhibit 10-l-2 September 30, 1999 Mr. Donald R. Beall Retired Chairman and Chief Executive Officer Rockwell International Corporation 5 Civic Plaza, Suite 320 Newport Beach, CA 92660-5956 Dear Don: This confirms the arrangements which have been agreed upon under which you will continue to act as a consultant to the Corporation for the period beginning October 1, 1999 and ending September 30, 2000. It is understood that your responsibilities as a consultant will require you to devote a reasonable portion of your time to this work, but you will not be otherwise restricted in your business activities so long as they do not interfere with your reasonable availability to the Corporation. It is agreed, however, that you will not engage in any activity which presents a conflict of interest in the light of your relationship with the Corporation. You will be treated as an employee of the Corporation for purposes of payment of compensation, income tax withholding and employment taxes, but as an independent contractor for all other purposes. Without limiting the generality of the foregoing, you shall not by reason of your services to the Corporation under this agreement be eligible for participation in or be entitled to benefits under any employee benefit plans or programs sponsored by the Corporation or any of its affiliates. The Corporation will pay you a fee at the rate of $300,000 per year, payable in monthly installments on the first day of each month during the period of this agreement. In addition, the Corporation will reimburse you for the reasonable expenses of maintaining an office and for reasonable travel expenses and out-of-pocket expenditures which you may incur in serving as a consultant to the Corporation.

Donald R. Beall September 30, 1999 Page 2 In order to facilitate your providing the contemplated services you shall also, during the term of this agreement: - Have available full-time secretarial service at your office; - Continue to have the use of the automobile the Corporation presently provides you, including maintenance and insurance, until October 31, 1999, after which you will be eligible for the Executive Auto Cash Allowance Program through September 30, 2000; - Be authorized to use the Corporation's aircraft, subject to availability, for business travel related to your services as a consultant and for travel to attend meetings of the boards of directors of other companies on which you presently serve; - Continue to be eligible for the dental and vision care benefits presently provided you; and - Continue to be reimbursed through the term of this agreement for the membership costs for the Los Angeles Country Club, Big Canyon Country Club, Balboa Bay Club, the Center Club and the Pacific Club (with the understanding that you will be entitled to purchase the Corporation's equity interest in the Big Canyon Country Club and the Los Angeles Country Club memberships at the end of the term of this agreement). If this correctly sets forth our understanding, please sign the duplicate original of this letter and return it to me.

Donald R. Beall September 30, 1999 Page 2 In order to facilitate your providing the contemplated services you shall also, during the term of this agreement: - Have available full-time secretarial service at your office; - Continue to have the use of the automobile the Corporation presently provides you, including maintenance and insurance, until October 31, 1999, after which you will be eligible for the Executive Auto Cash Allowance Program through September 30, 2000; - Be authorized to use the Corporation's aircraft, subject to availability, for business travel related to your services as a consultant and for travel to attend meetings of the boards of directors of other companies on which you presently serve; - Continue to be eligible for the dental and vision care benefits presently provided you; and - Continue to be reimbursed through the term of this agreement for the membership costs for the Los Angeles Country Club, Big Canyon Country Club, Balboa Bay Club, the Center Club and the Pacific Club (with the understanding that you will be entitled to purchase the Corporation's equity interest in the Big Canyon Country Club and the Los Angeles Country Club memberships at the end of the term of this agreement). If this correctly sets forth our understanding, please sign the duplicate original of this letter and return it to me. Sincerely, ROCKWELL INTERNATIONAL CORPORATION
/s/ Don H. Davis, Jr. -------------------Don H. Davis, Jr. Chairman and Chief Executive Officer

ACCEPTED:
/s/ Donald R. Beall ------------------Donald R. Beall

Exhibit 12 ROCKWELL INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FISCAL YEAR ENDED SEPTEMBER 30, -------------------------------------1999 1998 1997 1996 1995 ---------------(in millions, except ratios) Earnings Available for Fixed Charges: Income from continuing operations before income taxes............................................ Adjustments:

$

890

$

25

$ 735

$ 532

$ 538

Exhibit 12 ROCKWELL INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FISCAL YEAR ENDED SEPTEMBER 30, -------------------------------------1999 1998 1997 1996 1995 ---------------(in millions, except ratios) Earnings Available for Fixed Charges: Income from continuing operations before income taxes............................................ Adjustments: Undistributed income of affiliates.................. Minority interest in loss of subsidiaries...........

$

890

$

25

$ 735 (9) 2 ----728 ----27 47 ----74 ----$ 802 ===== 74 9 ----$ 83 ===== 9.7 ===== $

$ 532 (3) -----529 ----22 49 ----71 ----$ 600 ===== $ 71 2 ----$ 73 ===== 8.2 =====

$ 538 -3 ----541 ----14 41 ----55 ----$ 596 ===== 55 1 ----$ 56 ===== 10.6 ===== $

(4) 2 -----888 -----84 51 -----135 -----$1,023 ====== $ 135 4 -----$ 139 ====== 7.4 ======

(8) -----17 ----58 50 ----108 ----$ 125 ===== $ 108 10 ----$ 118 ===== 1.1 =====

Add fixed charges included in earnings: Interest expense.................................... Interest element of rentals......................... Total.......................................... Total earnings available for fixed charges.......... Fixed charges: Fixed charges included in earnings.................. Capitalized interest................................ Total fixed charges................................. Ratio of Earnings to Fixed Charges(1).................

(1) In computing the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes, adjusted for minority interest in income or loss of subsidiaries, undistributed earnings of affiliates, and fixed charges exclusive of capitalized interest. Fixed charges consist of interest on borrowings and that portion of rentals deemed representative of the interest factor.

Exhibit 21 ROCKWELL INTERNATIONAL CORPORATION LIST OF SUBSIDIARIES OF THE COMPANY AS OF NOVEMBER 30, 1999
PERCENTAGE OF VOTING SECURITIES OWNED BY -----------------------REGISTRANT SUBSIDIARY ------------------100% 100% 100%

NAME AND JURISDICTION --------------------Allen-Bradley Company, LLC (Delaware)....................... Reliance Electric Industrial Company (Delaware)........... Rockwell Collins, Inc. (Delaware)...........................

Exhibit 21 ROCKWELL INTERNATIONAL CORPORATION LIST OF SUBSIDIARIES OF THE COMPANY AS OF NOVEMBER 30, 1999
PERCENTAGE OF VOTING SECURITIES OWNED BY -----------------------REGISTRANT SUBSIDIARY ------------------100% 100% 100%

NAME AND JURISDICTION --------------------Allen-Bradley Company, LLC (Delaware)....................... Reliance Electric Industrial Company (Delaware)........... Rockwell Collins, Inc. (Delaware)...........................

Listed above are certain consolidated subsidiaries included in the consolidated financial statements of the Company. Unlisted subsidiaries, considered in the aggregate, do not constitute a significant subsidiary.

Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-17031, 333-17055, 33317405 and 333-89219 on Form S-8 and Nos. 333-24685 and 333-43071 on Form S-3 of Rockwell International Corporation of our report dated November 3, 1999, appearing in the Annual Report on Form 10K of Rockwell International Corporation for the year ended September 30, 1999 and to the reference to us under the heading "Experts" in the Prospectuses which are part of the Registration Statements. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin December 1, 1999

Exhibit 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Rockwell International Corporation, a Delaware corporation (the Company), hereby constitute WILLIAM J. CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 and any amendments thereto; (2) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-43071) registering debt securities of the Company in an aggregate principal amount of up to $1,000,000,000 and any shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights) (collectively, the Common Stock) issuable or deliverable upon conversion or exchange of any such debt securities that are convertible into or exchangeable for Common Stock; (3) any and all amendments (including supplements and post-effective amendments) to (a) the Registration Statement on Form S-8 registering securities to be sold under the Company's 1995 Long-Term Incentives Plan

Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-17031, 333-17055, 33317405 and 333-89219 on Form S-8 and Nos. 333-24685 and 333-43071 on Form S-3 of Rockwell International Corporation of our report dated November 3, 1999, appearing in the Annual Report on Form 10K of Rockwell International Corporation for the year ended September 30, 1999 and to the reference to us under the heading "Experts" in the Prospectuses which are part of the Registration Statements. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin December 1, 1999

Exhibit 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Rockwell International Corporation, a Delaware corporation (the Company), hereby constitute WILLIAM J. CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 and any amendments thereto; (2) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-43071) registering debt securities of the Company in an aggregate principal amount of up to $1,000,000,000 and any shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights) (collectively, the Common Stock) issuable or deliverable upon conversion or exchange of any such debt securities that are convertible into or exchangeable for Common Stock; (3) any and all amendments (including supplements and post-effective amendments) to (a) the Registration Statement on Form S-8 registering securities to be sold under the Company's 1995 Long-Term Incentives Plan and 1988 Long-Term Incentives Plan (Registration No. 333-17055); (b) the Registration Statement on Form S8 registering securities to be sold pursuant to the Company's Salaried Retirement Savings Plan, as amended, the Company's Retirement Savings Plan for Certain Employees, as amended, and the Company's Non-Represented Hourly Retirement Savings Plan, as amended (Registration No. 333-17031); (c) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Rockwell Employee Savings and Investment Plan for Represented Hourly Employees, as amended (Registration No. 333-17405); and (d) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's Retirement Savings Plan for Represented Hourly Employees, as amended (Registration No. 333-89219); (4) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-24685) registering (a) certain shares of Common Stock acquired or which may be acquired by permitted transferees upon the exercise of transferable options assigned or to be assigned to them by certain participants in the Company's 1988 Long-Term Incentives Plan in accordance with that Plan and (b) the offer and resale by any such permitted transferee who may be deemed to be an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (an Affiliate Selling Shareowner), of Common Stock so acquired or which may be acquired by such Affiliate Selling Shareowner upon

exercise of any such transferable option; and (5) a Registration Statement on Form S-8 and any and all amendments (including supplements and post-effective amendments) thereto for the purpose of registering under the Securities Act of 1933, as amended, securities to be sold pursuant to the Company's Directors Stock Plan.
Signature --------Title ----Date ----

Exhibit 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Rockwell International Corporation, a Delaware corporation (the Company), hereby constitute WILLIAM J. CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my true and lawful attorneys with full power to them and each of them to sign for me, and in my name and in the capacity or capacities indicated below, (1) the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 and any amendments thereto; (2) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-43071) registering debt securities of the Company in an aggregate principal amount of up to $1,000,000,000 and any shares of Common Stock, par value $1 per share, of the Company (including the associated Preferred Share Purchase Rights) (collectively, the Common Stock) issuable or deliverable upon conversion or exchange of any such debt securities that are convertible into or exchangeable for Common Stock; (3) any and all amendments (including supplements and post-effective amendments) to (a) the Registration Statement on Form S-8 registering securities to be sold under the Company's 1995 Long-Term Incentives Plan and 1988 Long-Term Incentives Plan (Registration No. 333-17055); (b) the Registration Statement on Form S8 registering securities to be sold pursuant to the Company's Salaried Retirement Savings Plan, as amended, the Company's Retirement Savings Plan for Certain Employees, as amended, and the Company's Non-Represented Hourly Retirement Savings Plan, as amended (Registration No. 333-17031); (c) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Rockwell Employee Savings and Investment Plan for Represented Hourly Employees, as amended (Registration No. 333-17405); and (d) the Registration Statement on Form S-8 registering securities to be sold pursuant to the Company's Retirement Savings Plan for Represented Hourly Employees, as amended (Registration No. 333-89219); (4) any and all amendments (including supplements and post-effective amendments) to the Registration Statement on Form S-3 (Registration No. 333-24685) registering (a) certain shares of Common Stock acquired or which may be acquired by permitted transferees upon the exercise of transferable options assigned or to be assigned to them by certain participants in the Company's 1988 Long-Term Incentives Plan in accordance with that Plan and (b) the offer and resale by any such permitted transferee who may be deemed to be an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (an Affiliate Selling Shareowner), of Common Stock so acquired or which may be acquired by such Affiliate Selling Shareowner upon

exercise of any such transferable option; and (5) a Registration Statement on Form S-8 and any and all amendments (including supplements and post-effective amendments) thereto for the purpose of registering under the Securities Act of 1933, as amended, securities to be sold pursuant to the Company's Directors Stock Plan.
Signature --------/s/ Don H. Davis, Jr. ----------------------------Don H. Davis, Jr. Title ----Chairman of the Board and Chief Executive Officer (principal executive officer) Date ---November 3, 1999

/s/ George L. Argyros ----------------------------George L. Argyros

Director

November 3, 1999

/s/ Donald R. Beall ----------------------------Donald R. Beall

Director

November 3, 1999

/s/ William H. Gray, III ----------------------------William H. Gray, III

Director

November 3, 1999

/s/ J. Clayburn La Force, Jr. ----------------------------J. Clayburn La Force, Jr.

Director

November 3, 1999

exercise of any such transferable option; and (5) a Registration Statement on Form S-8 and any and all amendments (including supplements and post-effective amendments) thereto for the purpose of registering under the Securities Act of 1933, as amended, securities to be sold pursuant to the Company's Directors Stock Plan.
Signature --------/s/ Don H. Davis, Jr. ----------------------------Don H. Davis, Jr. Title ----Chairman of the Board and Chief Executive Officer (principal executive officer) Date ---November 3, 1999

/s/ George L. Argyros ----------------------------George L. Argyros

Director

November 3, 1999

/s/ Donald R. Beall ----------------------------Donald R. Beall

Director

November 3, 1999

/s/ William H. Gray, III ----------------------------William H. Gray, III

Director

November 3, 1999

/s/ J. Clayburn La Force, Jr. ----------------------------J. Clayburn La Force, Jr.

Director

November 3, 1999

/s/ William T. McCormick, Jr. ----------------------------William T. McCormick, Jr.

Director

November 3, 1999

/s/ John D. Nichols ----------------------------John D. Nichols

Director

November 3, 1999

2
Signature --------/s/ Bruce M. Rockwell ----------------------------Bruce M. Rockwell Title ----Director Date ---November 3, 1999

/s/ Robert B. Shapiro ----------------------------Robert B. Shapiro

Director

November 3, 1999

/s/ William S. Sneath ----------------------------William S. Sneath

Director

November 3, 1999

/s/ Joseph F. Toot, Jr. ----------------------------Joseph F. Toot, Jr.

Director

November 3, 1999

/s/ W. Michael Barnes ----------------------------W. Michael Barnes

Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer)

November 3, 1999

Signature --------/s/ Bruce M. Rockwell ----------------------------Bruce M. Rockwell

Title ----Director

Date ---November 3, 1999

/s/ Robert B. Shapiro ----------------------------Robert B. Shapiro

Director

November 3, 1999

/s/ William S. Sneath ----------------------------William S. Sneath

Director

November 3, 1999

/s/ Joseph F. Toot, Jr. ----------------------------Joseph F. Toot, Jr.

Director

November 3, 1999

/s/ W. Michael Barnes ----------------------------W. Michael Barnes

Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer)

November 3, 1999

/s/ William E. Sanders ----------------------------William E. Sanders

Vice President and Controller (principal accounting officer)

November 3, 1999

3
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1999 CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999 AND NOTES TO THE FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX

YEAR SEP 30 1999 OCT 01 1998 SEP 30 1999 356 0 1,294 56 1,339 3,582 3,089 1,508 6,704 2,108 911 0 0 216 2,421 6,704 7,043 7,151 4,907 6,261 0 0 84 890 (308)

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1999 CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999 AND NOTES TO THE FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR SEP 30 1999 OCT 01 1998 SEP 30 1999 356 0 1,294 56 1,339 3,582 3,089 1,508 6,704 2,108 911 0 0 216 2,421 6,704 7,043 7,151 4,907 6,261 0 0 84 890 (308) 582 (20) 0 0 562 2.95 2.90