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                                                                  EXHIBIT 10-i-3

                     NEW ROCKWELL INTERNATIONAL CORPORATION

                 RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
                              ON DECEMBER 4, 1996

         RESOLVED, that any Director of this Corporation may elect to defer all
or any part of the retainer fees paid in cash which such Director will be
entitled to receive from this Corporation for board, committee or other service
beginning January 1 of the following year by delivering to the Secretary of
this Corporation a written notice, specifying the percentage of such future
fees paid in cash to be deferred and the time when, or period during which,
such deferred fees shall be paid to him or her or, in the event of his or her
death, to his or her estate or beneficiary; that any such election shall
continue in effect for successive periods of one calendar year each so long as
the Director continues as a member of this Board of Directors unless and until
such Director shall elect to terminate such deferral with respect to future
fees by delivering a written notice to that effect to the Secretary of this
Corporation, with such termination to be effective as to fees paid on or after
the January 1 next following the date of receipt by the Secretary of this
Corporation of such Director's written notice of termination of deferral; that
there shall be credited to the total amount deferred by each Director at the
end of each calendar quarter an additional amount equal to the amount then
deferred and owing multiplied by one-fourth of the annual rate for quarterly
compounding that is 120% of the "applicable Federal long-term rate" determined
by the Secretary of the Treasury pursuant to Section 1274(d) of the Internal
Revenue Code, as amended, or any successor provision, for the last month in
such calendar quarter, such additional amount to be paid at the same time and
in the same proportion as the payments of the fees so deferred; that this Board
of Directors may terminate any such deferral at any time and may change the
period of payment of any deferred amounts or cause any deferred amounts to be
paid in a lump sum regardless of a Director's instructions with respect
thereto; that no deferred fees or additional amounts credited thereon may be
assigned or otherwise transferred; and that deferral pursuant to this
resolution shall be available in addition to or as an alternative to the
election available pursuant to Section 9 of this Corporation's Directors Stock
Plan; provided, however, that the total of the portions of a Director's
retainer fees paid in cash deferred under that Section and under this
resolution shall in no event exceed the total amount of such fees to which such
Director may be entitled for any calendar year.