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                                                                   EXHIBIT 4-g-2

                       ROCKWELL INTERNATIONAL CORPORATION

                 RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
                              ON NOVEMBER 6, 1996

- -   ADJUSTMENTS TO OUTSTANDING AWARDS AND MAXIMUM LIMITATIONS UNDER 1979 STOCK 
    PLAN FOR KEY EMPLOYEES, 1988 LONG-TERM INCENTIVES PLAN, 1995 LONG-TERM
    INCENTIVES PLAN AND DIRECTORS STOCK PLAN

             RESOLVED, that, effective upon the consummation of the
    Contribution, (i) each outstanding option and stock appreciation right
    under this Corporation's 1979 Stock Plan for Key Employees (the "1979
    Plan"), 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 1979 Plan, the 1988 Plan and the 1995 Plan, the
    "Plans") with respect to shares of this Corporation's Common Stock or Class
    A Common Stock shall be and become an option or stock appreciation right,
    as the case may be, with respect to shares of New Rockwell's Common Stock
    or Class A Common Stock; (ii) the price per share for each share of New
    Rockwell's Common Stock or Class A Common Stock subject to outstanding
    options or stock appreciation rights under the Plans shall be adjusted by
    multiplying such price per share immediately prior to the consummation of
    the Contribution by the ratio (the "Conversion Ratio") equal to the
    quotient of the average (the "Average Price") of the daily closing prices
    per share of New Rockwell's Common Stock as reported (on a when-issued
    basis) on the New York Stock Exchange Composite Transactions reporting
    system (the "NYSE Composite") for the five consecutive full trading days
    (the "Averaging Period") of the New York Stock Exchange ("NYSE") ending on
    the last full trading day before the Closing Date (as defined in the Merger
    Agreement) divided by the Average Price of this Corporation's Common Stock
    as reported on the NYSE Composite for the Averaging Period; (iii) the
    number of shares of New Rockwell's Common Stock or Class A Common Stock, as
    the case may be, subject to each outstanding option and stock appreciation
    right under the Plans shall be adjusted by multiplying the number of shares
    of this Corporation's Common Stock or Class A Common Stock subject thereto
    immediately prior to the consummation of the Contribution by the reciprocal
    of the Conversion Ratio; and (iv) the maximum number of shares of New
    Rockwell's Common Stock and Class A Common Stock which


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    may be issued or transferred pursuant to the 1988 Plan shall be the maximum
    number thereof immediately prior to the consummation of the Contribution
    set forth in Section 10(b) thereof, multiplied by the reciprocal of the
    Conversion Ratio; and further

           RESOLVED, that the officers of this Corporation be, and each of them
    hereby is, authorized and empowered to take or cause to be taken such
    action or actions and to execute and deliver or cause to be executed and
    delivered such instruments, certificates and other documents as they may
    deem necessary or appropriate to carry out the purpose and intent of the
    foregoing resolutions.

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