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                                                                  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
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     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