1 EXHIBIT 10-h-2 NEW ROCKWELL INTERNATIONAL CORPORATION RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 4, 1996 o APPROVAL OF ASSUMPTION AND ADOPTION OF COMPENSATION AND BENEFIT PLANS --------------------------------------------------------------------- RESOLVED, that, this Corporation's proposed succession to, and assumption of, sponsorship, effective as of the Time of Contribution (as defined in the Merger Agreement), of those compensation and benefit plans listed below which were sponsored by Rockwell immediately prior to the Time of Contribution, together with any and all sub-plans, agreements, undertakings or other liabilities thereunder, including but not limited to any liabilities in respect of outstanding stock options, stock appreciation rights or restricted stock, in connection with the Contribution (as defined in the Merger Agreement), be, and they hereby are, authorized and approved: Rockwell International Corporation Supplemental Savings Plan for Highly Compensated Employees Rockwell Retirement Savings Plan Excess Benefit Savings Plan 1979 Stock Plan for Key Employees 1988 Long-Term Incentives Plan 1995 Long-Term Incentives Plan Directors Stock Plan Incentive Compensation Plan Deferred Compensation Plan Annual Incentive Compensation Plan for Senior Executive Officers Deferred Compensation Policy for Non-Employee Directors of Rockwell International Corporation