UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A ~~(RULE~~
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ~~[X]~~ þ
Filed by a Party other than the Registrant ~~[ ]~~ o

Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

o		Preliminary Proxy Statement

o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ		Definitive Proxy Statement

o		Definitive Additional Materials

o		Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

Rockwell ~~International Corporation - -------------------------------------------------------------------------------- (Name~~Automation, Inc.

(Name of Registrant as Specified ~~in its~~In Its Charter) ~~- -------------------------------------------------------------------------------- (Name~~

(Name of Person(s) Filing Proxy Statement, if other than ~~the~~ Registrant)

Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- ~~[ROCKWELL AUTOMATION LOGO]~~

þ		No fee required.

o		Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-12.

	(1)		Title of each class of securities to which transaction applies:





	(2)		Aggregate number of securities to which transaction applies:





	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):





	(4)		Proposed maximum aggregate value of transaction:





	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.

o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:





	(2)		Form, Schedule or Registration Statement No.:





	(3)		Filing Party:





	(4)		Date Filed:

December ~~17, 2001~~ 14, 2006

Dear Shareowner:

You are cordially invited to attend our 2007 Annual Meeting of Shareowners.

We will hold the annual meeting ~~of shareowners of~~in the ~~Corporation. The meeting will be held in The Grand~~Imperial Ballroom at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on Wednesday, February ~~6, 2002,~~7, 2007, at 10 a.m. (Central Standard Time). At the meeting ~~there~~I will ~~be a current~~ report on the Corporation’s activities ofand performance during the ~~Corporation followed by discussion~~past fiscal year, and ~~action~~we will discuss and act on the matters described in the Proxy Statement. At this year’s meeting, you will have an opportunity to vote on the election of three directors and approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Shareowners will then have an opportunity to comment on or to inquire about the affairs of the Corporation that may be of interest to shareowners generally.

Your vote is important to us. Whether or not you plan to attend the meeting, please return your proxy card as soon as possible. You also have the option of voting via the Internet or by telephone.

If you plan to attend the meeting, please request an admittance card in one of the ways described ~~in the box~~ on the last page of the Proxy Statement.

We sincerely hope that as many shareowners as can conveniently attend will do so.

We have enclosed the Proxy Statement for our 2007 Annual Meeting of Shareowners and our 2006 Annual Report. I hope you find them interesting and useful in understanding your company.

Sincerely yours, ~~/s/ Don H. Davis, Jr. Don H. Davis, Jr.~~

Keith D. Nosbusch

Chairman ~~of the Board~~ and Chief Executive Officer ~~ROCKWELL INTERNATIONAL CORPORATION _____________________________________________ 777 East Wisconsin Avenue,~~

Rockwell Automation, Inc.

1201 South Second Street, Milwaukee, Wisconsin ~~53202~~ 53204

Notice of ~~2002~~2007 Annual Meeting of Shareowners ~~TO THE SHAREOWNERS OF~~

To the Shareowners of

ROCKWELL ~~INTERNATIONAL CORPORATION: NOTICE IS HEREBY GIVEN that the 2002~~AUTOMATION, INC.:

The 2007 Annual Meeting of Shareowners of Rockwell ~~International Corporation~~Automation, Inc. will be held in ~~The Grand~~the Imperial Ballroom at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on Wednesday, February ~~6, 2002,~~7, 2007, at 10 a.m. (Central Standard Time) for the following purposes: (a) to elect three members of the Board of Directors of the Corporation with terms expiring at the Annual Meeting in 2005; (b) to consider and vote on a proposal to approve the selection by the Board of Directors of the firm of Deloitte & Touche LLP as auditors of the Corporation; (c) to consider and vote on a proposal to amend the Corporation's Restated Certificate of Incorporation to change the name of the Corporation from Rockwell International Corporation to Rockwell Automation, Inc.; and (d) to transact such other business as may properly come before the meeting.


	(a)	to elect three members of our Board of Directors with terms expiring at the Annual Meeting in 2010;


	(b)	to consider and vote on a proposal to approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2007; and


	(c)	to transact such other business as may properly come before the meeting.

Only shareowners of record at the close of business on December ~~10, 2001,~~11, 2006 will be entitled to notice of, and to vote at, the meeting.

By order of the Board of Directors. ~~/s/ William J. Calise, Jr. William J. Calise, Jr.~~

Douglas M. Hagerman

Secretary

December 17, 2001 NOTE: THE BOARD OF DIRECTORS SOLICITS VOTES BY THE EXECUTION AND PROMPT RETURN OF THE ACCOMPANYING PROXY IN THE ENCLOSED RETURN ENVELOPE OR BY USE OF THE CORPORATION'S TELEPHONE OR INTERNET VOTING PROCEDURES. 14, 2006

Note: The Board of Directors solicits votes by the execution and prompt return of the
accompanying proxy in the enclosed return envelope or by use of the
Corporation’s telephone or Internet voting procedures.

Rockwell ~~International Corporation~~Automation, Inc.
2007 Proxy Statement

INDEX


2007 Annual Meeting		1
General Information about the Annual Meeting and Voting		1
Rockwell Automation		3
Stock Ownership by Certain Beneficial Owners		3
Election of Directors		4
Information as to Nominees for Directors and Continuing Directors		4
Board of Directors and Committees		7
Director Compensation		10
Audit Committee Report		11
Ownership of Equity Securities by Directors and Executive Officers		13
Executive Compensation		14
Equity Grants		15
Aggregated Option Exercises and Fiscal Year-End Values		16
Compensation Committee Report on Executive Compensation		16
Shareowner Return Performance Presentation		21
Retirement Plans		22
Other Arrangements		22
Proposal to Approve the Selection of Independent Registered Public Accounting Firm		23
Other Matters		24
Section 16(a) Beneficial Ownership Reporting Compliance		24
Annual Report		24
Shareowner Proposals for Annual Meeting in 2008		24
Shareowners Sharing the Same Address		25
Expenses of Solicitation		25
Supplemental Financial Information		25

Rockwell Automation, Inc.

Proxy Statement

2007 ANNUAL MEETING

The ~~2002~~2007 Annual Meeting of Shareowners of Rockwell ~~International Corporation~~Automation, Inc. will be held on February ~~6, 2002,~~7, 2007, for the purposes set forth in the accompanying Notice of ~~2002~~2007 Annual Meeting of Shareowners. This proxy statement and the accompanying proxy, which are first being sent to shareowners on or about December 21, ~~2001,~~2006, are furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and at any adjournment ~~thereof.~~of the meeting. We will refer to your company in this proxy statement as “we”, “us”, the “Corporation” or “Rockwell Automation”.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What am I Voting On?

You will be voting on the following:


	•	the election of three members of our Board of Directors; and

	•	the approval of the appointment of Deloitte & Touche LLP (D&T) as our independent registered public accounting firm for fiscal year 2007.

Who is Entitled to Vote at the Annual Meeting?

Only holders of record of the Corporation’s Common Stock at the close of business on December 11, 2006, the record date for the meeting, may vote at the Annual Meeting. Each shareowner is entitled to one vote for each share of our Common Stock held on the record date. On December 11, 2006, we had outstanding 167,179,172 shares of our Common Stock.

Who may Attend the Annual Meeting?

All shareowners as of the record date, or individuals holding their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares through a broker or other nominee (in street name), you will need to provide a copy of a brokerage statement reflecting your stock ownership as of the record date to be admitted to the Annual Meeting.

How Do I Vote My Shares?

All shareowners may vote in person at the Annual Meeting. If your shares are held in street name, you should contact your broker or other nominee to obtain a ~~shareowner~~broker’s proxy card and bring it, together with proper identification and your brokerage statement reflecting your stock ownership as of the record date, with you to the Annual Meeting, in order to vote your shares. In addition you may vote:


	•	for shareowners of record and participants in our savings plans and Mellon Investor Services Program (dividend reinvestment and stock purchase plan), by completing, signing and returning in the postage-paid envelope provided the enclosed proxy and direction card, or via the Internet or by telephone; or

	•	for shares held in street name, by using the method directed by your broker or other nominee. You may vote over the Internet or by telephone if your broker or nominee makes those methods available, in which case they will provide instructions with your proxy materials.

How Will My Proxy Be Voted?

If you duly ~~executes~~complete, sign and ~~returns~~return a proxy ~~in the accompanying form~~ or ~~uses the Corporation's~~use our telephone or ~~internet~~Internet voting procedures to authorize the named proxies to vote ~~the shareowner's~~your shares, ~~those~~your shares will be voted as ~~specified, and if no specification~~specified. If your proxy card is ~~made, the~~signed but does not contain specific instructions, your shares will be voted as recommended by our Board of Directors.

For shareowners participating in our savings plans or in the Mellon Investor Services Program (dividend reinvestment and stock purchase plan), the trustee or administering bank will vote the shares that it holds for a

participant’s account only in accordance with ~~the recommendations of the Board of Directors. The~~instructions given in a duly signed, completed and returned proxy and ~~any votes cast using~~direction card, or in accordance with instructions given pursuant to our Internet or telephone voting procedures. Where no instructions are received, the ~~Corporation's~~shares will not be voted.

May I Revoke My Proxy?

For shareowners of record, whether you vote by mail, by telephone or ~~internet voting procedures~~via the Internet, you may revoke your proxy at any time before it is voted by:


	•	delivering a written notice of revocation to the Secretary of the Corporation;

	•	submitting a properly signed proxy card with a later date;

	•	casting a later vote using the telephone or Internet voting procedures; or

	•	voting in person at the Annual Meeting (except for shares held in the savings plans).

If your shares are held in street name, you must contact your broker or other nominee to revoke your proxy. Your proxy is not revoked simply because you attend the Annual Meeting.

Will My Vote be revoked prior to exercise by delivering written notice of revocation to the Secretary of the Corporation, by executing a later dated proxy, by casting a later vote using the telephone or internet voting procedures or by attending the meeting and voting in person. The Corporation, which was incorporated in 1996, is the successor to the former Rockwell International Corporation, which was incorporated in 1928, as the result of a tax-free reorganization completed December 6, 1996. References in this Proxy Statement to the Corporation, Board of Directors and executive officers of the Corporation with respect to periods on or prior to December 6, 1996 shall mean, unless otherwise stated, the predecessor corporation and its Board of Directors and executive officers. Confidential?

It is ~~the Corporation's~~our policy to keep confidential all proxy cards, ballots and voting tabulations that identify individual shareowners, except as may be necessary to meet any applicable legal requirements and, in the case of any contested proxy solicitation, as may be necessary to permit proper parties to verify the propriety of proxies presented by any person and the results of the voting. The ~~inspectors~~independent inspector of election and any employees ~~associated with~~involved in processing proxy cards or ballots and tabulating the vote are required to ~~acknowledge their responsibility to~~ comply with this policy of confidentiality. ~~For shareowners participating in~~

How Many Votes are Needed to Elect Directors and Approve the Mellon Investor Services Program for Rockwell Shareowners, the administering bank will vote the shares that it holds for a participant's account only in accordance with the proxy returned by the participant to the Corporation, or in accordance with instructions given pursuant to the Corporation's telephone or internet voting procedures. VOTING SECURITIES On December 10, 2001, the record date for the meeting, the Corporation had outstanding 183,976,715 sharesSelection of ~~Common Stock. Each holder~~our Independent Registered Public Accounting Firm?

Election of Common Stock is entitled to one vote for each share held. The following table shows, as of December 10, 2001, information with respect to the persons known to the Corporation, based on statements filed with the Securities and Exchange Commission pursuant to Section 13(d) or 13(g) of the Securities Exchange Act or otherwise furnished to the Corporation, to be the beneficial owner of more than 5% of any class of the Corporation's outstanding voting securities.

- --------- (1) The percentage of class owned has been computed in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act. (2) Shares are held as trustee under the Corporation's savings plans for participating employees and former employees of the Corporation or its predecessors. The trustee will vote the shares held on account of participants in accordance with written instructions from the participants, or instructions from the participants given pursuant to the Corporation's telephone or internet voting procedures, and where no instructions are received, as the trustee deems proper. The trustee has no investment power with respect to the shares held on account of participants unless a tender offer is made for the shares and the participant provides no instructions to the trustee. 1 ~~ELECTION OF DIRECTORS The Corporation's Restated Certificate of Incorporation provides that the Board of~~Directors. Directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year with terms extending to the third succeeding Annual Meeting after election. The Restated Certificate of Incorporation provides that the Board shall maintain the three classes so as to be as nearly equal in number as the then total number of directors permits but that no decrease in the number of directors shall shorten the term of any director. There are two directors whose terms expire at the 2002 Annual Meeting, both of whom have been designated by the Board as nominees for election as directors at the 2002 Annual Meeting. In addition, two directors whose terms would have expired at the 2002 and 2004 Annual Meetings resigned during the year. Mr. Robert B. Shapiro, a member of the Audit and Board Composition Committees of the Board, resigned effective July 6, 2001, and George L. Argyros, a member of the Board Composition and Technology, Environmental and Social Responsibility Committees of the Board, resigned effective November 16, 2001. Accordingly, the Board decreased the number of directors of the Corporation to eight, three of whom will be directors in each of the classes with terms extending to the 2003 and 2004 Annual Meetings and two of whom will be directors in the class with terms extending to the 2005 Annual Meeting and until their successors are elected and qualify. The Board subsequently approved an increase in the number of directors to nine effective immediately prior to the 2002 Annual Meeting, with such additional director being in the class with terms extending to the 2005 Annual Meeting and until their successors are elected and qualify. The Board has designated Kenneth F. Yontz as an additional nominee for election as a director at the 2002 Annual Meeting. It is intended that proxies in the accompanying form properly executed and returned to the Corporation's proxy tabulator or shares properly authorized to be voted in accordance with the Corporation's telephone or internet voting procedures will be voted at the meeting, unless authority to do so is withheld, for the election as directors of the three nominees specified in Nominees for Directors with Terms Expiring in 2005 below. If for any reason any of those nominees is not a candidate (which is not expected) when the election occurs, it is expected that proxies in the accompanying form will be voted at the meeting for the election of a substitute nominee or, in lieu thereof, the Board of Directors may reduce the number of directors. INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS There is shown below for each nominee for director and each continuing director, as reported to the Corporation, the name, age and principal occupation; the position, if any, with the Corporation; the period of service as a director of the Corporation (or a predecessor corporation); other directorships held; and the committees of the Board of Directors on which the nominee or continuing director serves. 2 - -------------------------------------------------------------------------------- NOMINEES FOR DIRECTORS WITH TERMS EXPIRING IN 2005 - -------------------------------------------------------------------------------- [ROCKWELL PHOTO] BRUCE M. ROCKWELL DIRECTOR SINCE 1969 AGE 62 Vice Chairman, First of Michigan Division of Fahnestock & Co. Inc., member New York Stock Exchange (Investment Banking). Mr. Rockwell is Chairman of the Technology, Environmental and Social Responsibility Committee and a member of the Audit and Compensation and Management Development Committees of the Board. He joined First of Michigan Corporation in 1961 and was elected Senior Vice President in 1983, assuming his present position in March 1998 prior to the acquisition of First of Michigan by Fahnestock & Co. He is past chairman of the Municipal Advisory Council of Michigan and past President of the Bond Club of Detroit. He also serves as a board member of a number of civic and community organizations. - -------------------------------------------------------------------------------- [TOOT PHOTO] JOSEPH F. TOOT, JR. DIRECTOR SINCE 1977 AGE 66 Retired President and Chief Executive Officer, The Timken Company (Tapered Roller Bearings and Specialty Steel). Mr. Toot is a member of the Compensation and Management Development and Board Composition Committees of the Board. He joined The Timken Company in 1962 and served in various senior executive positions until his election as President in 1979 and Chief Executive Officer in 1992. He retired as President and Chief Executive Officer in December 1997 and then served as Chairman of the Executive Committee -- Board of Directors from January 1998 until April 2000. Mr. Toot has served as a director of Timken since 1968. He is a director of Rockwell Collins, Inc. and a member of the Supervisory Board of PSA Peugeot Citroen. Mr. Toot has also served as a director, officer, trustee or member of various community, charitable and philanthropic organizations. - -------------------------------------------------------------------------------- [YONTZ PHOTO] KENNETH F. YONTZ NEW NOMINEE AGE 57 Chairman of the Board, Apogent Technologies Inc. (Laboratory and Life Sciences Company) and Sybron Dental Specialties Inc. (Dental Supplies, Orthodontic Appliances and Related Products) (successor companies to Sybron International Corporation). Mr. Yontz served as Chairman, President and Chief Executive Officer of Sybron International Corporation from October 1987 until December 2000. Mr. Yontz is a director of Viasystems Group, Inc. and also serves as a director or member of a number of civic and community organizations. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2003 - -------------------------------------------------------------------------------- [ALEWINE PHOTO] BETTY C. ALEWINE DIRECTOR SINCE 2000 AGE 53 Retired President and Chief Executive Officer, COMSAT Corporation (Global Satellite Services and Digital Networking Services and Technology). Ms. Alewine is a member of the Audit and Technology, Environmental and Social Responsibility Committees of the Board. She joined COMSAT in 1986 as Vice President of Sales and Marketing, then as the Vice President and General Manager and in 1994 as President of COMSAT International, the Company's largest operating unit. Ms. Alewine was named Chief Executive Officer of COMSAT in July 1996 and served in that position until the merger of COMSAT and Lockheed Martin Corporation in August 2000. Ms. Alewine is a director of the New York Life Insurance Company and The Pittston Company. She also serves as a director or member of a number of civic and educational organizations. - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- [COOK PHOTO] J. MICHAEL COOK DIRECTOR SINCE 2000 AGE 59 Retired Chairman and Chief Executive Officer, Deloitte & Touche LLP (Professional Services). Mr. Cook is Chairman of the Audit Committee and a member of the Board Composition Committee of the Board. Mr. Cook served as Chairman and Chief Executive Officer of Deloitte & Touche from 1989 until May 1999. He also served as Chairman of the Deloitte & Touche Foundation and a member of the Board of Deloitte Touche Tohmatsu. Mr. Cook serves as a member of the Board of Overseers of the Columbia Business School. He is a director of AT&T Corp., The Dow Chemical Company, HCA Inc. and International Flavor & Fragrances, Inc. Mr. Cook is a Trustee of the Fidelity Group of Mutual Funds. He also serves as a director or member of a number of other civic and educational organizations. - -------------------------------------------------------------------------------- [NICHOLS PHOTO] JOHN D. NICHOLS DIRECTOR SINCE 1988 AGE 71 Retired Chairman of the Board and Chief Executive Officer, Illinois Tool Works Inc. (Engineered Components and Industrial Systems and Consumables). Mr. Nichols is Chairman of the Compensation and Management Development Committee and a member of the Audit Committee of the Board. He joined Illinois Tool Works in 1980 as Executive Vice President and was named President, Chief Operating Officer and a director in 1981 and Chairman in 1986. He served as Chief Executive Officer from 1982 through August 1995. He is a director of Household International, Inc. and Philip Morris Companies Inc. Mr. Nichols also serves as a director or member of a number of civic and community organizations. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2004 - -------------------------------------------------------------------------------- [DAVIS PHOTO] DON H. DAVIS, JR. DIRECTOR SINCE 1995 AGE 62 Chairman of the Board and Chief Executive Officer. Mr. Davis has been Chairman of the Board since February 1998 and Chief Executive Officer since October 1997. He was President from July 1995 to October 1997. Mr. Davis is a director of Illinois Tool Works Inc. and Apogent Technologies Inc. He is a member of The Business Council, The Business Roundtable, former Chairman of the Board of Governors of the National Electrical Manufacturers Association and also a director, trustee or member of a number of other business, educational and civic organizations. - -------------------------------------------------------------------------------- [GRAY PHOTO] WILLIAM H. GRAY, III DIRECTOR SINCE 1994 AGE 60 President and Chief Executive Officer, The College Fund/UNCF (Educational Assistance). Mr. Gray is a member of the Board Composition and Technology, Environmental and Social Responsibility Committees of the Board. He has been President of The College Fund/UNCF since September 1991 and senior minister, Bright Hope Baptist Church in Philadelphia since 1972. He served in Congress from 1979 to 1991, as House Majority Whip, Chair of the Democratic Caucus and the House Budget Committee and on the House Appropriations Committee. In addition, he has taught at St. Peter's College and Temple University. Mr. Gray is a director of J. P. Morgan Chase & Co., Dell Computer Corporation, Electronic Data Systems Corporation, MBIA, Inc., Pfizer Inc., The Prudential Insurance Company of America, Viacom Inc. and Visteon Corporation. - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- [McCORMICK PHOTO] WILLIAM T. MCCORMICK, JR. DIRECTOR SINCE 1989 AGE 57 Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (Diversified Energy Company). Mr. McCormick is Chairman of the Board Composition Committee and a member of the Compensation and Management Development Committee of the Board. He has been Chairman of the Board and Chief Executive Officer of CMS Energy Corporation since November 1985. Before joining CMS, he had been Chairman and Chief Executive Officer of American Natural Resources Company and Executive Vice President and a director of its parent corporation, The Coastal Corporation. Mr. McCormick is a director of Bank One Corporation and Schlumberger Ltd. Among his other activities, he serves as a director of the Edison Electric Institute and the U.S. Chamber of Commerce. - -------------------------------------------------------------------------------- BOARD OF DIRECTORS AND COMMITTEES The business of the Corporation is managed by or under the direction of the Board of Directors. The Board has established several committees whose principal functions are briefly described below. In the 2001 fiscal year, the Board held eight meetings and acted on five occasions by unanimous written consent in lieu of a meeting. Average attendance by incumbent directors at Board and Committee meetings was 92%, and all of the directors attended 88% or more of the meetings of the Board and the Committees on which they served except Mr. Gray. Mr. Gray, whose attendance at Board and Committee meetings has been exemplary over his seven years of Board service, did not attend two sessions of meetings during fiscal 2001, once due to illness, and therefore attended 45% of the meetings of the Board and Committees on which he served. The Audit Committee is presently composed of four non-employee directors. It assists the Board in overseeing the integrity of the Corporation's financial statements, its compliance with legal and regulatory requirements and the independence and performance of its internal and external auditors. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, which is attached as Appendix A to this Proxy Statement. The Committee met four times during the 2001 fiscal year. The principal functions of the Board Composition Committee are to consider and recommend to the Board qualified candidates for election as directors of the Corporation and periodically to prepare and submit to the Board for adoption the Committee's selection criteria for director nominees. The Committee also annually assesses the performance of the Board of Directors as a whole and of the individual directors and reports thereon to the Board. The Committee, which is composed of four non-employee directors, met once during the 2001 fiscal year. Shareowners wishing to recommend candidates for consideration by the Committee can do so by writing to the Secretary of the Corporation at its World Headquarters in Milwaukee, Wisconsin, giving the candidate's name, biographical data and qualifications. Any such recommendation must be accompanied by a ~~written statement from the individual~~plurality of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. The four members of the Compensation and Management Development Committee are non-employee directors and are ineligible to participate in any of the plans or programs which are administered by the Committee except the Directors Stock Plan. The principal functions of the Compensation and Management Development Committee are to evaluate the performance of the Corporation's senior executives and plans for management succession and development, to consider the design and competitiveness of the Corporation's compensation plans, to review and approve senior executive compensation and to administer the Corporation's incentive, deferred compensation, stock option and long-term incentives plans pursuant to the terms of the respective plans. The Committee met four times and acted on one occasion by unanimous written consent in lieu of a meeting during the 2001 fiscal year. The Technology, Environmental and Social Responsibility Committee is composed of three non-employee directors. The Committee reviews and assesses the Corporation's technological activities as well as its policies and practices in the following areas: employee relations, with emphasis on equal employment opportunity and advancement; the protection and enhancement of the environment and energy resources; product integrity and safety; employee health and safety; and community and civic relations including 5 programs for and contributions to health, educational, cultural and other social institutions. The Committee met twice during the 2001 fiscal year. The Executive Committee, which was composed of the Chairman of the Board and three non-employee directors of the Corporation, was empowered to exercise, when the Board of Directors was not in session, all the powers of the Board except certain reserved powers. The Executive Committee was terminated before the Annual Meeting held in February 2001. The Committee did not meet during fiscal 2001. In February 2001, the Board formed a special committee known as the Collins Transaction Committee to take certain action with respect to the spin-off by the Corporation of its Rockwell Collins avionics and communications business, which was completed on June 29, 2001. The Committee was composed of four non-employee directors. The Committee met three times and acted on one occasion by unanimous written consent in lieu of a meeting during fiscal 2001. During the 2001 fiscal year, non-employee directors of the Corporation received an annual retainer of $60,000, of which $33,000 was paid in cash and $27,000 was paid by delivery of restricted shares of Common Stock, for Board service, together with a retainer for service on each Board committee at the annual rate of $4,000 ($5,000 for Chairmen) for service on the Audit and Compensation and Management Development Committees and $2,000 ($3,000 for Chairmen) for service on each other Board committee. Members of the Collins Transaction Committee received $1,000 for each meeting attended in person. Each non-employee director also received a grant of 400 shares of Common Stock immediately after the Annual Meeting of Shareowners in February 2001. On the same date, each non-employee director received a grant of options under the Directors Stock Plan to purchase 1,000 shares of Common Stock. In accordance with the Directors Stock Plan, the options (i) were granted at an exercise price of $46.89 per share, the closing market price on the date of grant, and (ii) become exercisable in three substantially equal installments on the first, second and third anniversaries of the grant date. The options were adjusted on June 29, 2001 to preserve the intrinsic value of the options following the pro rata distribution of shares of Rockwell Collins. On July 31, 2001, each non-employee director received a grant of options pursuant to Board resolutions to purchase 7,000 shares of Common Stock at an exercise price of $16.05 per share, the closing market price on the date of grant. The options become exercisable in three substantially equal installments on the first, second and third anniversaries of the grant date. The average of retainer fees (including the annual stock grants) paid or deferred by non-employee directors for the 2001 fiscal year was $87,080 (determined by valuing the February 2001 stock grant at $46.89 per share, the closing price on the date the shares were issued before adjustment for the Rockwell Collins spin-off). In addition, the stock options granted under the Directors Stock Plan and pursuant to Board resolutions to each director to whom a grant was made had a fair value of $16.55 and $3.76 per option share, for the February and July 2001 option grants, respectively, based on the Black-Scholes option pricing methodology using the following assumptions and inputs: options exercised after 7 1/2 years, expected stock price volatility of 0.33 and 0.28, dividend yield of 2.29% and 4.20% and an interest rate of 5.173% and 5.05% for the February and July 2001 grants, respectively. The interest rates represent the zero coupon Treasury bond rates with maturity dates 7 1/2 years from the respective grant dates. Under the terms of the directors' deferred compensation plan, a director may elect to defer all or part of the cash payment of retainer fees until such time as shall be specified, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, under the Directors Stock Plan, each director has the opportunity each year to defer all the annual grant of shares and all or any portion of the cash retainers by electing to receive restricted shares valued at the closing price on the New York Stock Exchange--Composite Transactions on the date of the annual grant and the date each retainer payment would otherwise be made in cash. 6 AUDIT COMMITTEE REPORT The Audit Committee of the Board of Directors, which consists entirely of directors who meet the independence and experience requirements of the New York Stock Exchange, has furnished the following report: The Audit Committee assists the Board in overseeing and monitoring the integrity of the Corporation's financial reporting process, its compliance with legal and regulatory requirements and the quality of its internal and external audit processes. The role and responsibilities of the Audit Committee are set forth in a written Charter adopted by the Board, which is attached as Appendix A to this Proxy Statement. The Audit Committee reviews and reassesses the Charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing the Corporation's overall financial reporting process. In fulfilling its responsibilities for the financial statements for fiscal year 2001, the Audit Committee: - Reviewed and discussed the audited financial statements for the fiscal year ended September 30, 2001 with management and Deloitte & Touche LLP ("D&T"), the Corporation's independent auditors; - Discussed with D&T the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, relating to the conduct of the audit; and - Received written disclosures and the letter from D&T regarding its independence as required by Independence Standards Board Standard No. 1. The Audit Committee discussed with D&T their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit processvotes cast. This means that the Committee determined appropriate. Based on the Audit Committee's review of the audited financial statements and discussions with management and D&T, the Audit Committee recommended to the Board that the audited financial statements be included in the Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2001 for filing with the Securities and Exchange Commission. AUDIT COMMITTEE J. Michael Cook, Chairman Betty C. Alewine John D. Nichols 7 OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES The following table shows the beneficial ownership, reported to the Corporation as of November 1, 2001, of the Corporation's Common Stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of stock options, conversions of securities or through various trust arrangements) within the meaning of Rule 13d-3(d)(1) under the Securities Exchange Act, of each director, each nominee for director, each executive officer listed in the table on page 9 and of such persons and other executive officers as a group.

- --------- (1) Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated. (2) The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act. (3) Includes 3,626; 5,024; 3,346; 4,633; 11,168; 4,233 and 5,433 shares granted as restricted stock under the Directors Stock Plan or otherwise as compensation for services as directors for Ms. Alewine and Messrs. Cook, Gray, McCormick, Nichols, Rockwell, and Toot, respectively. (4) Includes shares which may be acquired upon the exercise of outstanding stock options within 60 days as follows: 333; 83; 1,384,683; 4,352; 4,352; 14,073; 4,352; 9,213; 386,596; 421,824; 253,839; 92,301; 710,214 and 3,624,425 for Ms. Alewine and Messrs. Cook, Davis, Gray, McCormick, Nichols, Rockwell, Toot, Calise, Nosbusch, Swann, Bless, Barnes and the group, respectively. Does not include 55,450 and 90,000 shares which may be acquired on exercise of outstanding options granted to Messrs. Davis and Barnes, respectively, that have been assigned to or for the benefit of family members and are not attributable to them pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act. (5) Includes shares held under the Corporation's savings plan as of November 1, 2001. Does not include 16,990; 2,702; 1,467; 4,344; 994; 3,930 and 31,379 share equivalents for Messrs. Davis, Calise, Nosbusch, Swann, Bless, Barnes and the group, respectively, held under the Corporation's supplemental savings plan and for Mr. Barnes under the Rockwell Collins supplemental savings plan, as of November 1, 2001. (6) Includes 14,166 shares granted as restricted stock in partial payment of a bonus for fiscal year 1995 and a long-term incentive payment earned for a three-year performance period ended September 30, 1995 and 7,792 and 17,500 shares granted as restricted stock in partial payments of bonuses for fiscal years 1997 and 1999, respectively. 8 EXECUTIVE COMPENSATION There is shown below information concerning the annual and long-term compensation for services in all capacities to the Corporation for the fiscal years ended September 30, 2001, 2000, and 1999, of (i) the chief executive officer of the Corporation, (ii) the other four most highly compensated executive officers of the Corporation at September 30, 2001 and (iii) one other person who was an executive officer during fiscal 2001 and would have been included under clause (ii) if he had remained an executive officer at September 30, 2001 (the Named Officers): SUMMARY COMPENSATION TABLE

- --------- (1) Amounts contributed or accrued for fiscal years 2001, 2000 and 1999 for the Named Officers under the Corporation's Savings Plan and the related supplemental savings plan; amounts contributed or accrued for Mr. Nosbusch under Allen-Bradley's Employee Savings Plan for Salaried Employees and the related supplemental savings plan for part of 1999; amounts contributed or accrued for Mr. Swann under Reliance Electric's Employee Savings Plan and the related supplemental savings plans for 1999 and amounts contributed or accrued for Mr. Barnes under the Corporation's Deferred Compensation Plan for fiscal year 2000. For fiscal year 1999, the amounts are principally attributable to accruals under the supplemental plans in respect of investment gains. For fiscal years 2001 and 2000, contributions or accruals under the supplemental plans and Deferred Compensation Plan were offset by investment losses. (2) Amounts awarded, even if deferred, under the Annual Incentive Compensation Plan for Senior Executive Officers for Messrs. Davis, Calise, Nosbusch and Barnes for fiscal years 2000 and 1999 and under the Incentive Compensation Plan for Messrs. Swann and Bless for fiscal years 2000 and 1999. (3) Shares were adjusted on June 29, 2001 and December 31, 1998 as applicable to preserve the intrinsic value of options for shares of Common Stock of the Corporation following the pro-rata distributions of shares of Rockwell Collins, Inc. and Conexant Systems, Inc. These adjustments are not reflected in the table. (4) Cash and market value of Common Stock paid in respect of performance units granted under business unit long-term incentive plans for the three-year performance period ended September 30, 2000 for Messrs. Nosbusch and Swann. (5) Mr. Davis' bonus for 1999 was paid in part by delivery of 17,500 shares of restricted Common Stock, valued at the closing price on the New York Stock Exchange--Composite Transactions on December 1, 1999, the date of the bonus award ($50.00). (6) Vice President of the Corporation prior to June 2001. (7) Vice President from February 2001 through June 2001; Vice President, Finance--Rockwell Automation Control Systems from June 1999 through June 2001; Vice President, Corporate Development and Planning prior thereto. (8) Mr. Barnes resigned as an executive officer in June 2001 in connection with the spin-off of Rockwell Collins and remained an active employee of the Corporation through July 31, 2001. 9 OPTION GRANTS Shown below is further information on grants to the Named Officers of stock options pursuant to the 2000 Long-Term Incentives Plan during the fiscal year ended September 30, 2001, which are reflected in the Summary Compensation Table on page 9. No stock appreciation rights were granted during fiscal 2001.

- --------- (1) Shares and exercise price were adjusted on June 29, 2001 to preserve the intrinsic value of options following the pro rata distribution of shares of Rockwell Collins. These adjustments are not reflected in the table. (2) These values are based on the Black-Scholes option pricing model which produces a per share option value of $11.10 for the October 2, 2000 grant, computed using the following assumptions and inputs: options exercised 7 1/2 years from the grant date, expected stock price volatility of 0.33, dividend yield of 2.29% and an interest rate of 6.038%. The interest rate represents the zero coupon Treasury bond rate with a maturity date 7 1/2 years from the date the options were granted. The actual value, if any, the executive officers may realize from these options will depend solely on the gain in stock price over the exercise price when the options are exercised. (3) Granted on October 2, 2000 and exercisable in three substantially equal installments beginning October 2, 2001. (4) Granted on October 2, 2000 and became exercisable on October 2, 2001 after closing market price reached at least 150% of the grant date closing market price of the Corporation's Common Stock on 20 consecutive trading days. The Black-Scholes option pricing methodology, on which the present value of the stock options granted to the Named Officers is based, attempts to portray the value of an option at the date of grant. While the options have no value if the stock price does not increase, were the $11.10 present value of the possible future gains on the options granted October 2, 2000 used to derive a future stock price at the end of the 7 1/2 year period when it is assumed the options would be exercised, the shareowners of the approximately 183 million shares outstanding on the grant date of those options (assuming that number of shares remains outstanding) would realize aggregate appreciation of approximately $3.2 billion compared to aggregate appreciation on the options for the Named Officers of approximately $13 million (assuming that they hold their options or the shares acquired on exercise thereof for the whole 7 1/2 year period). 10 AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES Shown below is information with respect to (i) exercises by the Named Officers during fiscal 2001 of options to purchase the Corporation's Common Stock granted under the 2000 Long-Term Incentives Plan, the 1995 Long-Term Incentives Plan or the 1988 Long-Term Incentives Plan and (ii) the unexercised options to purchase the Corporation's Common Stock granted to the Named Officers in fiscal 2001 and prior years under any of those plans and held by them at September 30, 2001.

- --------- (1) Does not include options or shares acquired on exercise of options for shares of Rockwell Collins and Conexant Systems, Inc. issued in connection with the anti-dilution adjustment made June 29, 2001 and December 31, 1998, respectively, to options for the Corporation's Common Stock following the pro-rata distribution of shares of Rockwell Collins and Conexant Systems, Inc. (2) Based on the closing price on the New York Stock Exchange--Composite Transactions of the Corporation's Common Stock on September 28, 2001 ($14.68). (3) Excludes 25,450 exercisable options with a value of $132,857 and 30,000 exercisable options with no value because the exercise price was greater than the value of the shares underlying the options granted to Mr. Davis and 30,000 exercisable options with no value because the exercise price was greater than the value of the shares underlying the options granted to Mr. Barnes that have been assigned to or for the benefit of family members and are not attributable to them pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act. (4) Excludes 60,000 unexercisable options with a value of $184,572 granted to Mr. Barnes that have been assigned to family members and that are not attributable to him pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation and Management Development Committee of the Board of Directors, which consists entirely of non-employee directors, has furnished the following report on executive compensation: COMPENSATION PHILOSOPHY Under the Committee's supervision, the Corporation has developed and implemented compensation policies, plans and programs intended to "pay for performance." The Committee sets base salaries generally somewhat below the median of other major U.S. industrial companies, and provides opportunity for above-median compensation through the Corporation's annual and long-term incentive plans which depend heavily on corporate, business unit and individual performance. The Committee considers the total compensation (earned or potentially available) of each of the Named Officers and the other senior executives in establishing each element of compensation. In its review the Committee considers industry, peer group and national surveys of other major U.S. industrial companies and performance judgments as to the past and expected future contributions of the individual senior executives. EMPLOYEE STOCK OWNERSHIP The Committee believes the focus on "pay for performance" is sharpened by aligning closely the financial interests of the Corporation's key executives with those of the shareowners. Accordingly, it had set minimum Ownership Guidelines. As a result of the Rockwell Collins spin-off in June 2001, the value of each officer's stock holdings was reduced by 61%. Accordingly, the Committee has determined to suspend the guidelines for 2002 in order to reconsider what should be the appropriate guidelines. 11 COMPONENTS OF COMPENSATION - BASE SALARY--The Committee reviewed and approved the Chief Executive Officer's base salary (which was not changed in fiscal 2001), and an annual salary plan for the Corporation's other senior executives near the beginning of the 2001 fiscal year and periodically during the fiscal year for new officers. - ANNUAL INCENTIVES--In the early part of each fiscal year, the Committee reviews with the Chief Executive Officer the Corporate Goals and Objectives. These include measurable financial return and shareowner value creation objectives as well as long-term leadership goals that in part require more subjective assessments. After the end of the year, the Committee evaluates the Corporation's performance and considers the results together with the contributions made by and the levels of responsibility of the individual executives in awarding annual incentive compensation. The incentive compensation for executives responsible for the management of business units is largely determined by the extent to which the respective business unit achieves goals established at the beginning of each year tailored to the particular business unit. In fiscal 2001, the principal financial goals were not met. Although the Committee believes this was largely due to the recessionary economic environment in the markets the Corporation serves, the Committee has reduced annual incentive payouts for fiscal 2001 by approximately 85% (on a comparable basis) in line with its "pay for performance" philosophy. None of the Named Officers, including the chief executive officer, received any incentive compensation in fiscal 2001. - LONG-TERM INCENTIVES--The Corporation's 2000 Long-Term Incentives Plan provides the flexibility to grant long-term incentives in a variety of forms, including performance units, stock options, stock appreciation rights and restricted stock. Annually, the Committee evaluates the type of long-term incentive it believes is most likely to achieve the Corporation's total compensation objectives. In fiscal 2001, long-term incentives for all senior and middle-management executives were provided solely through stock option grants, and those grants were made near the beginning of the fiscal year. The Committee believes that stock option grants better meet the objectives of the long-term incentive plans, including particularly the alignment of management's interests with those of the shareowners. - COMPENSATION DEDUCTIBILITY--It is anticipated that all 2001 compensation to the Named Officers will be fully deductible under Internal Revenue Code Section 162(m). Accordingly, the Committee determined that a policy with respect to qualifying compensation paid to Named Officers for deductibility was not necessary. COMPENSATION OF THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Mr. Davis' base salary, which has been in effect since October 1999, is $900,000. His total annual cash compensation continues to be substantially dependent on annual incentive compensation tied to the Committee's assessment of his and the Corporation's performance. As discussed previously, the Committee determined that Mr. Davis would receive no incentive compensation award for fiscal 2001. At the beginning of fiscal 2001, the Committee granted Mr. Davis the same number of options as it granted for fiscal 2000. The Committee considered information on Mr. Davis' total compensation and historical information regarding his long-term compensation opportunities, as well as Mr. Davis' past and expected future contributions to the Corporation's achievement of its long-term performance goals. The Board in Executive Session (when Mr. Davis was not present), as provided in the Corporation's Corporate Governance Guidelines, received and discussed the Committee's evaluation of the Corporation's and Mr. Davis' performance in the 2001 fiscal year. COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE ~~John D. Nichols, Chairman Bruce M. Rockwell William T. McCormick, Jr. Joseph F. Toot, Jr.~~

12 SHAREOWNER RETURN PERFORMANCE PRESENTATION Set forth below is a line graph comparing the cumulative total shareowner return on the Corporation's Common Stock against the cumulative total return of the S&P Composite-500 Stock Index and the S&P Electrical Equipment Index for the period of five fiscal years which commenced October 1, 1996 and ended September 30, 2001, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 1996 and reinvestment of all dividends. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ROCKWELL, S&P COMPOSITE-500 & S&P ELECTRICAL EQUIPMENT
ROCKWELL S&P COMPOSITE - 500 S&P ELECTRICAL EQUIPMENT -------- ------------------- ------------------------ 1996 100.00 100.00 100.00 1997 121.41 140.45 145.15 1998 80.95 153.15 163.15 1999 144.97 195.73 244.38 2000 85.66 221.73 341.58 2001 101.70 162.71 214.79
~~THE CUMULATIVE TOTAL RETURNS ON ROCKWELL COMMON STOCK AND EACH INDEX AS OF EACH SEPTEMBER 30, 1996-2001 PLOTTED IN THE ABOVE GRAPH ARE AS FOLLOWS:~~
~~1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ----~~ Rockwell*.................................. $100.00 $121.41 $80.95 $144.97 $85.66 $101.70 S&P Composite -- 500....................... 100.00 140.45 153.15 195.73 221.73 162.71 S&P Electrical Equipment................... 100.00 145.15 163.15 244.38 341.58 214.79 Dividends per common share during fiscal year ended September 30.................. 1.16 1.16 1.02 1.02 1.02 0.93
- --------- * Includes the reinvestment of all dividends in Rockwell common stock, including the value of the dividends related to the receipt of 0.042 share of Boeing common stock on December 6, 1996; the receipt of 0.333 share of Meritor (now ArvinMeritor) common stock on September 30, 1997; the receipt of 0.5 share of Conexant common stock on January 4, 1999; and the receipt of 1 share of Rockwell Collins common stock on June 29, 2001. 13 RETIREMENT PLANS The following table shows the estimated annual retirement benefits payable on a straight life annuity basis to participating employees, including officers, in the earnings and years of service classifications indicated, under the Corporation's retirement plans which cover most officers and other salaried employees on a non-contributory basis, and under the Rockwell Collins' retirement plans for Mr. Barnes. Such benefits reflect a reduction to recognize in part the Corporation's cost of Social Security benefits related to service for the Corporation. The Corporation's plans also provide for the payment of benefits to an employee's surviving spouse or other beneficiary.
Average Estimated Annual Retirement Benefits for Years of Service Indicated Annual ------------------------------------------------------------------------------------------------- Earnings 5 Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years -------- ------- -------- -------- -------- -------- -------- -------- -------- $ 500,000 ......... $ 65,802 $131,657 $ 197,458 $ 209,493 $ 221,528 $ 233,563 $ 256,117 $ 287,956 1,000,000 ......... 132,452 265,007 397,458 421,993 446,528 471,063 518,617 581,706 1,500,000 ......... 199,102 398,357 597,458 634,493 671,528 708,563 781,117 875,456 2,000,000 ......... 265,752 531,707 797,458 846,993 896,528 946,063 1,043,617 1,169,206 2,500,000 ......... 332,402 665,057 997,458 1,059,493 1,121,528 1,183,563 1,306,117 1,462,956 3,000,000 ......... 399,052 798,407 1,197,458 1,271,993 1,346,528 1,421,063 1,568,617 1,756,706
Covered compensation includes salary and annual bonus. The calculation of retirement benefits under the plans generally is based upon average earnings for the highest five years of the ten years preceding retirement. The credited years of service for Messrs. Davis, Calise, Nosbusch, Swann, Bless and Barnes are 38, 7, 27, 32, 4 and 33, respectively. Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, limit the annual benefits which may be paid from a tax-qualified retirement plan. As permitted by the Employee Retirement Income Security Act of 1974, the Corporation has a nonqualified supplemental pension plan which authorizes the payment out of general funds of the Corporation of any benefits calculated under provisions of the applicable retirement plan which may be above the limits under these sections. OTHER ARRANGEMENTS In June 2001, the Corporation entered into change of control agreements with each of the Named Officers, except Mr. Barnes, and with certain other executives. Each agreement has a term of three and one-half years and becomes effective upon a "change of control" of the Corporation during that term. Each agreement provides for the continuing employment of the executive for three years after the change of control on conditions no less favorable than those in effect before the change of control. If the executive's employment is terminated by the Corporation without "cause" or if the executive terminates his employment for "good reason" within that three year period, the executive is entitled to severance benefits equal to a multiple of his annual compensation, including bonus, and continuation of other benefits for a number of years equal to the multiple. The multiple is 3 for each of the Named Officers and 3 or 2 for the other executives. In addition, if the executive terminates his own employment for any reason during a 30-day window period beginning one year after the change of control, the executive is also entitled to these severance benefits. The executives are entitled to an additional payment, if necessary, to make them whole as a result of any excise tax imposed by the Internal Revenue Code on these change of control payments, unless the safe harbor below which the excise tax is imposed is not exceeded by more than 10%, in which event the payments will be reduced to avoid the excise tax. In connection with the spin-off of Rockwell Collins, all employees at the Corporation's headquarters were given the opportunity to elect a separation payment in lieu of continued employment with the Corporation, with the payment amount based on length of service and position with the Corporation. Under that program, which was assumed by Rockwell Collins as part of the spin-off on June 29, 2001, Mr. Barnes, a 33-year employee and Senior Vice President of the Corporation, received from Rockwell Collins a twenty-four month payment of base salary. In addition, he received the ownership of his existing country club memberships. 14 The Named Officers participate in the Corporation's non-qualified supplemental pension plan, supplemental savings plan and deferred compensation plan. The Corporation has established a master rabbi trust relating to these non-qualified plans. The master rabbi trust requires that, upon a change of control of the Corporation, the Corporation fund the trust in a cash amount equal to the unfunded accrued liabilities as of such time of these non-qualified plans. SELECTION OF AUDITORS The directors of the Corporation have selected the firm of Deloitte & Touche LLP (D&T) as the auditors of the Corporation for the fiscal year ending September 30, 2002, subject to the approval of the shareowners. D&T, and its predecessors, have acted for the Corporation, and its predecessors, as auditors since 1934. Before the Audit Committee recommended to the full Board the appointment of D&T, it carefully considered the qualifications of that firm, including their performance in prior years and their reputation for integrity and for competence in the fields of accounting and auditing. Representatives of D&T are expected to be present at the meeting to respond to appropriate questions and to make a statement if they desire to do so. The following table sets forth the aggregate fees for services provided by D&T for the fiscal year ended September 30, 2001 (in millions): Audit Fees(1)............................................... $2.3 Financial Information Systems Design and Implementation Fees(2)(3)................... $1.3 All Other Fees Audit of Rockwell Collins financial statements in connection with spin-off(3)........................... $3.2 Audit related services, including statutory audits and employee benefit plan audits.......................... $1.4 Tax services, including tax return preparation......... $6.0 Other.................................................. $1.0
- --------------- (1) Audit of 2001 annual financial statements and review of financial statements included in Forms 10-Q for fiscal 2001. (2) Fees related to implementation of financial information systems at Rockwell Collins. (3) On June 29, 2001, the Corporation completed the spin-off of its Rockwell Collins avionics and communications business into an independent, separately traded, publicly held company. The Audit Committee considered and determined that the provision of non-audit services by D&T was compatible with maintaining the firm's independence. AMENDMENT TO CERTIFICATE OF INCORPORATION TO CHANGE NAME OF CORPORATION The Board of Directors proposes and recommends that the shareowners approve an amendment ("Amendment") to the Corporation's Restated Certificate of Incorporation to change the name of the Corporation from "Rockwell International Corporation" to "Rockwell Automation, Inc." The name change is intended to better reflect the nature of the Corporation's business. With the spin-off of the Rockwell Collins avionics and communications business on June 29, 2001, the Corporation's focus has become automation. Since the spin-off, the Corporation has been doing business under the name "Rockwell Automation" and now proposes to change its legal name to that name. The name change will not alter any rights of shareowners. If this proposal is approved, Article FIRST of the Restated Certificate of Incorporation will be amended to read as follows: "FIRST: THE NAME OF THE CORPORATION IS ROCKWELL AUTOMATION, INC." THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT. 15 ~~VOTE REQUIRED The~~ three nominees for election as directors ~~to serve until the 2005 Annual Meeting of Shareowners~~ who receive the greatest number of votes cast ~~for the election of directors at the meeting~~ by the holders of ~~the Corporation's~~our Common Stock entitled to vote at the meeting, a quorum being present, ~~shall~~will become ~~directors at~~directors.

Majority Vote Policy. Our Guidelines on Corporate Governance set forth our policy if a director is elected by a plurality of votes cast but receives a greater number of votes “withheld” from his or her election than votes “for” such election. In an uncontested election, any nominee for director who receives more votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the ~~conclusion~~Board. The Board Composition and Governance Committee will consider the resignation offer and make a recommendation to the Board of Directors. The Board will act on the tendered resignation within 90 days following certification of the ~~tabulation~~election results. The Board Composition and Governance Committee, in making its recommendation, and the Board of ~~votes.~~Directors, in making its decision, may consider any factors or other information that it considers appropriate and relevant, including any stated reasons why the shareowners withheld votes from such director, the director’s tenure, the director’s qualifications, the director’s past and expected contributions to the Board, and the overall composition of the Board. Thereafter, we will promptly disclose the Board’s decision regarding whether to accept or reject the director’s resignation offer in aForm 8-K furnished to the Securities and Exchange Commission. If the Board rejects the tendered resignation or pursues any additional action, the disclosure will include the rationale behind the decision. Any director who tenders his or her resignation may not participate in the Board Composition and Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.

Selection of our Independent Registered Public Accounting Firm. An affirmative vote of the holders of a majority of the voting power of ~~the Corporation's~~our Common Stock present in person or represented by proxy and entitled to vote aton the ~~meeting,~~matter, a quorum being present, is necessary to approve the action proposed in item (b) of the accompanying Notice of 2002 Annual Meeting of Shareowners. An affirmative vote of the holders of a majority of the outstanding voting power of the Corporation's Common Stock is necessaryproposal to approve the ~~action proposed in item (c)~~selection of ~~the accompanying Notice of 2002 Annual Meeting of Shareowners.~~ D&T as our independent registered public accounting firm.

~~How are Votes Counted?~~

Under Delaware law and ~~the Corporation's~~our Restated Certificate of Incorporation and By-Laws, ~~the aggregate number of~~all votes entitled to be cast by ~~all~~ shareowners present in person or represented by proxy at the meeting and entitled to vote on the subject matter, whether those shareowners vote ~~"for"~~“for”, ~~"against"~~“against” or abstain from voting, ~~(including broker non-votes),~~ will be counted for purposes of determining the minimum number of affirmative votes required for approval of ~~item (b) and~~ the ~~total number~~proposal to approve the selection of ~~votes cast "for" that matter will be counted for purposes of determining whether sufficient affirmative votes have been cast.~~D&T as our independent registered public accounting firm. The shares of a shareowner who abstains from voting on a matter or whose shares are not voted by reason of a broker non-vote on a particular matter will be counted for purposes of determining whether a quorum is present at the meeting so long as the shareowner is present in person or represented by proxy. An abstention from voting ~~or a broker non-vote~~ on a matter by a shareowner present in person or represented by proxy at the meeting has no effect in the election of directors ~~(assuming a quorum is present) and~~but has the same legal effect as a vote ~~"against"~~“against” the proposal to approve the selection of D&T as our independent registered public accounting firm. A broker non-vote on a matter has no effect in the election of directors or on the approval of the proposal to approve the selection of D&T as our independent registered public accounting firm.

~~Can I Receive Electronic Access to Shareowner Materials?~~

You can save the Corporation printing and mailing costs by electing to access proxy statements, annual reports and related materials electronically instead of receiving these documents in print. To enroll for these services, please go towww.icsdelivery.com/rockwellautoor visit our website atwww.rockwellautomation.com, click on the heading: “About Us”, then the heading: “Investor Relations”, then the heading “Shareowner Information, Transfer Agent & Dividends”. If you own your shares through a broker or other nominee, you may contact them directly to request electronic access.

You must have ane-mail account and access to a computer and the Internet and expect to have such access in the future to be eligible for electronic access to such materials. Selecting this option means that you will no longer receive a printed copy of our annual report and proxy statement unless you request one.

Your consent to electronic access will be effective until you revoke it. You may cancel your consent at no cost to you at any time by going towww.icsdelivery.com/rockwellautoand following the instructions or by contacting your broker or other nominee.

~~ROCKWELL AUTOMATION~~

We are a leading global provider of industrial automation power, control and information products and services. We were incorporated in 1996 in connection with a tax-free reorganization completed December 6, 1996, pursuant to which we divested our former aerospace and defense business to The Boeing Company. In the reorganization, the former Rockwell International Corporation (RIC) contributed all of its businesses, other than the aerospace and defense business, to the Corporation and distributed all capital stock of the Corporation to RIC’s shareowners. Boeing then acquired RIC. RIC was incorporated in 1928. Our principal executive office is located at 1201 South Second Street, Milwaukee, Wisconsin 53204. Our telephone number is(414) 382-2000 and our website is located atwww.rockwellautomation.com. Our Common Stock trades on the New York Stock Exchange (NYSE) under the symbol ROK.

~~STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS~~

The following table shows, as of December 11, 2006, information with respect to the persons known to us, based on statements filed with the Securities and Exchange Commission (SEC) pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (Securities Exchange Act) or information otherwise furnished to us, to be the beneficial owners of more than 5% of our Common Stock.

Percent of

Title of Class Name and Address of Beneficial Owner Shares
Class⁽¹⁾

Common Stock Fidelity Management Trust Company, as Trustee⁽²⁾300 Puritan Way
Marlborough, MA 01752 10,253,042 ⁽²⁾ 6.1 %
⁽¹⁾ The percent of class owned has been computed in accordance withRule 13d-3(d)(1) under the Securities Exchange Act.

3


⁽²⁾		Shares are held as trustee under our savings plans for approximately 20,900 participating employees and former employees of the Corporation or its predecessors. Our Common Stock represents only one of many investment alternatives under the plans that can be selected by plan participants. Participants can reallocate their investments within these plans at any time (to the extent vested) and in their sole discretion, subject to our insider trading policy. The trustee will vote the shares held on account of participants in the plans in accordance with written instructions from the participants, or instructions from the participants given pursuant to our telephone or Internet voting procedures. Where no instructions are received, the shares will not be voted. The trustee has no investment power with respect to the shares held on account of participants.

ELECTION OF DIRECTORS
Our Restated Certificate of Incorporation provides that the Board of Directors will consist of three classes of directors serving staggered three-year terms that are as nearly equal in number as possible. One class of directors is elected each year with terms extending to the third succeeding Annual Meeting after election.
The terms of four directors expire at the 2007 Annual Meeting, including Don H. Davis, Jr., who will retire as a director immediately before the 2007 Annual Meeting. The Board has designated the other three directors, upon the recommendation of the Board Composition and Governance Committee, as nominees for election as directors at the 2007 Annual Meeting with terms expiring at the 2010 Annual Meeting. The Board also decreased the number of directors from ten to nine effective immediately before the 2007 Annual Meeting.
Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the three nominees specified inNominees for Election as Directors with Terms Expiring in 2010below. If for any reason any of those nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee or, instead, the Board of Directors may reduce the number of directors.
INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS
For each director nominee and each continuing director, we have stated the nominee’s or continuing director’s name, age (as of December 14, 2006) and principal occupation; the position, if any, with the Corporation; the period of service as a director of the Corporation (or a predecessor corporation); and other directorships held.
NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2010
Barry C. Johnson, Ph.D. Director Since 2005 Age 63
Retired Dean, College of Engineering, Villanova University. Dr. Johnson served as Dean, College of Engineering, Villanova University from August 2002 until March 2006. He served as Chief Technology Officer of Honeywell International Inc. (diversified technology and manufacturing company) from July 2000 to April 2002. Prior to that, Dr. Johnson served as Corporate Vice President of Motorola, Inc. (global communications company) and Chief Technology Officer for that company’s Semiconductor Product Sector. Dr. Johnson also serves as a director of Cytec Industries Inc. and IDEXX Laboratories, Inc.
William T. McCormick, Jr. Director Since 1989 Age 62
Retired Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (Diversified Energy). Mr. McCormick served as Chairman of the Board and Chief Executive Officer of CMS Energy Corporation from November 1985 until May 2002. Before joining CMS, he had been Chairman and Chief Executive Officer of American Natural Resources Company (natural gas company) and Executive Vice President and a director of its parent corporation, The Coastal Corporation (energy holding company).

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		Keith D. Nosbusch Director Since 2004 Age 55 Chairman of the Board, President and Chief Executive Officer. Mr. Nosbusch has been our Chairman of the Board since February 2005 and our President and Chief Executive Officer since February 2004. He served as Senior Vice President and President, Rockwell Automation Control Systems from November 1998 until February 2004. Mr. Nosbusch is a director of The Manitowoc Company, Inc. and serves as a director or member of a number of business, civic and community organizations.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2008

		Bruce M. Rockwell Director Since 1969 Age 67 Retired Executive Vice President, Fahnestock & Co. Inc. (now part of Oppenheimer & Co., Inc.) (Investment Banking), member New York Stock Exchange. Mr. Rockwell joined First of Michigan Corporation (investment banking) in 1961, was elected Senior Vice President in 1983, and was named Vice Chairman, First of Michigan Division of Fahnestock & Co. Inc. in March 1998 following the acquisition of First of Michigan by Fahnestock & Co. He is past chairman of the Municipal Advisory Council of Michigan and past President of the Bond Club of Detroit.


		Joseph F. Toot, Jr. Director Since 1977 Age 71 Retired President and Chief Executive Officer, The Timken Company (Tapered Roller Bearings and Specialty Steel). Mr. Toot joined The Timken Company in 1962 and served in various senior executive positions until his election as President in 1979 and Chief Executive Officer in 1992. He retired as President and Chief Executive Officer of Timken in December 1997 and then served as Chairman of the Executive Committee from January 1998 until April 2000. Mr. Toot has served as a director of Timken since 1968. He is also a director of Rockwell Collins, Inc. and a member of the Supervisory Board of PSA Peugeot Citroën.


		Kenneth F. Yontz Director Since 2002 Age 62 Retired Chairman of the Board, Sybron Dental Specialties Inc. (Dental Supplies, Orthodontic Appliances and Related Products). Mr. Yontz served as Chairman of the Board of Sybron Dental Specialties from October 2000 until May 2006. He served as Chairman of the Board of Apogent Technologies Inc. (laboratory and life sciences company) (successor company to Sybron International Corporation) from December 1987 until August 2004, and as President and Chief Executive Officer from October 1987 until December 2000. Mr. Yontz is a director of AMN Healthcare Services, Inc. He also serves as a director or member of a number of civic and co mmunity organizations.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2009

		Betty C. Alewine Director Since 2000 Age 58Retired President and Chief Executive Officer, COMSAT Corporation (Global Satellite Services and Digital Networking Services and Technology). Ms. Alewine joined COMSAT in 1986 as Vice President of Sales and Marketing, and then served as the Vice President and General Manager and in 1994 as President of COMSAT International, the company’s largest operating unit. Ms. Alewine was named Chief Executive Officer of COMSAT in July 1996 and served in that position until the merger of COMSAT and Lockheed Martin Corporation in August 2000. Ms. Alewine is a director of the New York Life Insurance Company and The Brink’s Company. She also serves as a director or member of a number of civic and charitable organizations.




		Verne G. Istock Director Since 2003 Age 66 Retired Chairman and President, Bank One Corporation (now part of JPMorgan Chase & Co.) (Financial Holding Company). Mr. Istock served as Chairman of the Board of Bank One Corporation from October 1998, following completion of the merger of First Chicago NBD Corporation and Banc One Corporation, until October 1999, and as President of Bank One Corporation from October 1999 until September 2000. He served as Acting Chief Executive Officer of Bank One Corporation from December 1999 until March 2000. He served as Chairman of First Chicago NBD from 1996 to 1998 and as President and Chief Executive Officer of First Chicago N BD from 1995 to 1998. Mr. Istock is lead director of Kelly Services, Inc. and a director of Masco Corporation. He also serves as a director or member of a number of civic and community organizations.


		David B. Speer Director Since 2003 Age 55 Chairman and Chief Executive Officer, Illinois Tool Works Inc. (Engineered Components and Industrial Systems and Consumables). Mr. Speer joined Illinois Tool Works in 1978. In October 1995, he was elected Executive Vice President of worldwide construction products businesses and in 2003 assumed similar responsibilities for the company’s Wilsonart businesses. He was elected President of Illinois Tool Works in August 2004, Chief Executive Officer in August 2005 and Chairman in May 2006. Mr. Speer is a member of the Chicago Economic Club and also a director or member of a number of other business and community organizations.

~~The Board of Directors recommends that you vote “FOR” the election as directors of the three nominees described above, which is presented as item (a).~~

BOARD OF DIRECTORS AND COMMITTEES
Our business is managed under the direction of the Board of Directors. The Board has established the Audit Committee, the Board Composition and Governance Committee, the Compensation and Management Development Committee and the Technology, Environmental and Social Responsibility Committee, whose principal functions are briefly described below. The duties and responsibilities of each committee are set forth in committee charters that are available on our website atwww.rockwellautomation.com; click on the heading: “About Us”, then the heading: “Investor Relations”, then the heading: “Corporate Governance”. The committee charters are also available in print to any shareowner upon request. In the 2006 fiscal year, the Board held nine meetings and acted on two occasions by written consent in lieu of a meeting. Average attendance by incumbent directors at Board and committee meetings was 96%, and all of the directors attended 86% or more of the meetings of the Board and the committees on which they served. Directors are expected to attend the Annual Meeting of Shareowners. All directors attended the 2006 Annual Meeting.
The Board has reviewed the independence of its members considering categorical standards adopted by the Board to assist in determining independence, the independence criteria of the NYSE and any other ~~matter even though~~commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships between the directors and the Corporation. Based on this review, the Board has determined that none of the current directors, other than Mr. Nosbusch and Mr. Davis (who are current and former employees, respectively, of the Corporation), has a material relationship with the Corporation and each of our current directors (other than Mr. Nosbusch and Mr. Davis) meets the independence requirements of the NYSE.
The Board’s categorical standards provide that the following relationships are deemed to be immaterial and would not in and of themselves impair a director’s independence:
• a director is an executive officer or current employee, or an immediate family member of such director is a current executive officer, of a company that has made payments to, or received payments from, the Corporation or any of its subsidiaries for property or services in an amount which in any of the last three fiscal years of the other company does not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues;
• a director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another company that is indebted to the Corporation or to which the Corporation is indebted, and the total amount of either company’s indebtedness to the other is less than 2% of the total consolidated assets of each of the Corporation and such other company; or
• a director serves as an executive officer of a tax exempt organization and the Corporation’s discretionary charitable contributions (excluding the amount of any matching contributions under the Corporation’s Matching Gifts Program) to the tax exempt organization in any of the last three fiscal years of the tax exempt organization are not more than the greater of $1 million or 2% of the tax exempt organization’s consolidated gross revenues.
The non-management directors meet in executive session without the presence of any corporate officer or member of management in conjunction with regular meetings of the Board. A director designated by the non-management directors chairs the session. The non-management directors’ practice is to designate the Chairman of one of the Board Committees as chair, in part depending upon whether the principal items to be considered at the session are within the scope of the applicable Committee. The independent directors meet in executive session in connection with most regular meetings.
Audit Committee. The members of the Audit Committee are Verne G. Istock (Chairman), Barry C. Johnson, David B. Speer and Kenneth F. Yontz. All members of the Audit Committee are non-employee directors who meet the independence and financial literacy standards and requirements of the NYSE and the SEC. The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting processes, our internal control and disclosure control systems, the integrity and audits of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm and the performance of our internal audit function and independent registered public accounting firm. The Committee’s duties and responsibilities are set forth in the Audit Committee Charter, and include: appointment of our independent registered public accounting firm, subject to shareowner approval; approval of all audit, audit-related and permitted non-audit fees and services of

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our independent registered public accounting firm; review with our independent registered public accounting firm and management the annual audited and quarterly financial statements; discussion periodically with management of quarterly earnings releases; and review with our independent registered public accounting firm and management of the quality and adequacy of internal controls. The Audit Committee met seven times during the 2006 fiscal year. The Board has determined that Messrs. Istock, Speer and Yontz qualify as “audit committee financial experts” as defined by the SEC.

Board Composition and Governance Committee. The members of the Board Composition and Governance Committee are William T. McCormick, Jr. (Chairman), Verne G. Istock, Joseph F. Toot, Jr. and Kenneth F. Yontz. The principal functions of the Board Composition and Governance Committee are to consider and recommend to the Board qualified candidates for election as directors of the Corporation and to consider matters of corporate governance. The Committee annually assesses and reports to the Board on the performance of the Board of Directors as a whole and of the individual directors. The Committee also recommends to the Board the members of the committees of the Board and the terms of our Guidelines on Corporate Governance. All members of the Committee are independent directors as defined by the NYSE. The Committee met twice during the 2006 fiscal year.

The Committee will consider candidates for director recommended by shareowners. Shareowners wishing to recommend director candidates can do so by writing to the Secretary of the Corporation at 1201 South Second Street, Milwaukee, Wisconsin 53204. The recommendation must include the candidate’s name, biographical data and qualifications and any other information required by the SEC to be included in a proxy statement with respect to a director nominee. Any such recommendation must be accompanied by a written statement from the candidate indicating his or her willingness to serve if nominated and elected. The recommending shareowner also must provide evidence of being a shareowner of record of our Common Stock at that time.

The Committee, the Chairman and Chief Executive Officer or other members of the Board may identify a need to add new members to the Board or fill a vacancy on the Board. In that case, the Committee will initiate a search for qualified director candidates, seeking input from senior management and Board members, and to the extent it deems it appropriate, outside search firms. The Committee will evaluate qualified candidates and then make its recommendation to the Board for its consideration and approval.

In making its recommendations to the Board with respect to director candidates, the Committee considers various criteria set forth in our Board Membership Criteria (see Exhibit A to the Committee’s Charter), including experience, professional background, specialized expertise and concern for the best interests of shareowners as a whole. In addition, directors must be of the highest character and integrity, be free of conflicts of interest with the Corporation, and have sufficient time available to devote to the affairs of the Corporation. The Committee from time to time reviews with the Board our Board Membership Criteria in the context of the current composition of the Board and our circumstances.

~~The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.~~

In addition to recommending director candidates to the Committee, shareowners may also nominate candidates for election to the Board at annual shareowner meetings by following the procedures set forth in our By-Laws. See “Shareowner Proposals for Annual Meeting in 2008” set forth later in this proxy statement.

Compensation and Management Development Committee. The members of the Compensation and Management Development Committee are Joseph F. Toot, Jr. (Chairman), Betty C. Alewine, William T. McCormick, Jr. and Bruce M. Rockwell. All members of the Committee are independent directors as defined by the NYSE and are not eligible to participate in any of our plans or programs administered by the Committee, except our 2003 and 1995 Directors Stock Plans. The principal functions of the Compensation and Management Development Committee are to evaluate the performance of our senior executives and plans for management succession and development, review the design and competitiveness of our compensation plans, review and approve salaries of corporate officers and review the salary plan for other executives who are direct reports to the Chief Executive Officer, review and approve corporate goals and objectives and administer our incentive, deferred compensation and long-term incentives plans pursuant to the terms of the respective plans. The Committee determines salaries, incentive compensation and long-term incentive awards for all corporate

~~officers. The Committee met five times and acted on one occasion by written consent in lieu of a meeting during the 2006 fiscal year.~~

Technology, Environmental and Social Responsibility Committee. The members of the Technology, Environmental and Social Responsibility Committee are Bruce M. Rockwell (Chairman), Betty C. Alewine, Barry C. Johnson and David B. Speer. All members of the Committee are independent directors as defined by the NYSE. The Committee reviews and assesses our technological activities as well as our policies and practices in the following areas: employee relations, with emphasis on diversity and inclusiveness; the protection and enhancement of the environment and energy resources; product integrity and safety; employee health and safety; and community and civic relations, including programs for and contributions to educational, cultural and other social institutions. The Committee met twice during the 2006 fiscal year.

Communications to the Board and Ombudsman. Shareowners and other interested parties ~~analyzing~~may send communications to the Board, an individual director, the non-management directors as a group, or a specified Board Committee at the following address:

Rockwell Automation, Inc.
c/o Corporate Secretary
1201 South Second Street
Milwaukee, WI 53204
Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

In accordance with procedures approved by the Audit Committee, concerns about accounting, internal controls or auditing matters should be reported to the Ombudsman as outlined in our Standards of Business Conduct, which are available on our website atwww.rockwellautomation.com; please click on the heading: “About Us”, then the heading: “Who We Are”, then the heading: “Ethics”. The Ombudsman is required to report promptly to the Audit Committee all reports of questionable accounting or auditing matters that the Ombudsman receives. You may contact the Ombudsman by addressing a letter to:

Ombudsman
Rockwell Automation, Inc.
1201 South Second Street
Milwaukee, WI 53204

~~You may also contact the Ombudsman by telephone at(800) 552-3589,e-mail atombudsman@rockwell.comor fax at(414) 382-8485.~~

DIRECTOR COMPENSATION⁽¹⁾
The following table sets forth compensation paid to and deferred by our non-employee directors in connection with their service as directors during fiscal year 2006.

Retainer Fees
Grant Date

Retainer
Paid in
Retainer Fees
Present Value of

Fees Paid
Restricted Shares
Paid in
Value of Annual
Stock Option

Name in Cash⁽²⁾ in Lieu of Cash⁽²⁾ Restricted Shares Share Award⁽³⁾ Awards⁽⁴⁾

Betty C. Alewine $ 69,000 — $ 27,000 $ 32,895 $ 30,870
Don H. Davis, Jr. 60,000 — 27,000 32,895 30,870
Verne G. Istock 76,500 — 27,000 32,895 30,870
Barry C. Johnson 68,000 — 27,000 32,895 30,870
William T. McCormick, Jr 72,000 — 27,000 32,675 30,870
Bruce M. Rockwell 74,750 — 27,000 32,675 30,870
David B. Speer 61,688 $ 8,813 27,000 32,895 30,870
Joseph F. Toot, Jr. 73,000 — 27,000 32,895 30,870
Kenneth F. Yontz 71,500 — 27,000 32,675 30,870
⁽¹⁾ Does not include cash dividends paid on restricted shares and other benefits discussed below under the headings “Retainer Fees” and “Other Awards and Benefits”.
⁽²⁾ Includes retainer fees for Board and Board Committee service.
⁽³⁾ Based on the closing price of $65.35 of our Common Stock on the NYSE on the date of grant for awards made in restricted shares and the average of the high and low prices of $65.79 of our Common Stock on the NYSE on the date of grant for awards made in non-restricted shares.
⁽⁴⁾ These values are based on the Black-Scholes option pricing model. The value reflects the annual option award for all directors.
Retainer Fees. Non-employee directors receive an annual retainer of $87,000, of which $60,000 is paid in cash and $27,000 is paid by delivery of restricted shares of our Common Stock pursuant to the 2003 Directors Stock Plan. Non-employee directors who serve on Board Committees receive an additional retainer at the annual rate of $7,500 ($12,500 for the Chairman) for service on the Audit Committee; $6,000 ($9,000 for the Chairman) for service on the Compensation and Management Development Committee; $4,000 ($6,000 for the Chairman) for service on the Board Composition and Governance Committee; and $3,000 ($5,000 for the Chairman) for service on the Technology, Environmental and Social Responsibility Committee. The restricted shares paid as part of the annual retainer vest upon a director’s retirement from the Board under the Board’s retirement policy, a change of control of the Corporation or resignation by reason of the antitrust laws, compliance with our conflict of interest policies, death, disability or other circumstances the Board determines not to be adverse to the best interests of the Corporation. Non-employee directors are entitled to any cash dividends paid on the restricted shares, but are not entitled to any dividends paid in shares until the restricted shares vest. During fiscal year 2006, cash dividends of $7,396; $733; $2,695; $492; $9,180; $9,180; $5,016; $9,022 and $5,908 were paid on the restricted shares held by Ms. Alewine and Messrs. Davis, Istock, Johnson, McCormick, Rockwell, Speer, Toot and Yontz, respectively.
Equity Awards. Each non-employee director also receives an annual grant of 500 shares of Common Stock pursuant to the 2003 Directors Stock Plan immediately after our Annual Meeting of Shareowners (and for directors elected after the Annual Meeting, a pro-rated number of shares). On the same date, each non-employee director receives an annual grant of options to purchase 1,500 shares of Common Stock pursuant to the 2003 Directors Stock Plan (and for directors elected after the Annual Meeting, a pro-rated number of options). In accordance with the 2003 Directors Stock Plan, the options awarded on February 1, 2006 (i) were granted at an exercise price of $65.35 per share, the closing market price on the date of grant, and (ii) become exercisable in three substantially equal installments on the first, second and third anniversaries of the grant date.
The average of retainer fees and the annual stock grants (but not the annual option grants) paid to or deferred by non-employee directors for the 2006 fiscal year was $130,405 (determined by valuing the stock grants at the closing price on the date the shares were issued).

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Deferral Election. Under the terms of the directors’ deferred compensation plan, a director may elect to defer all or part of the cash payment of retainer fees until such time as shall be specified, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, under the 2003 Directors Stock Plan, each director has the opportunity each year to defer all of the annual grant of shares and all or any portion of the cash retainers by electing to receive restricted shares valued, in the case of deferrals of cash retainers, at the closing price on the NYSE on the date each retainer payment would otherwise be made in cash.

Other Awards and Benefits. We provide each director with life insurance in the amount of $100,000. During fiscal year 2006, we imputed income for life insurance in the amount of: $516; $762; $1,524; $792; $792; $1,524; $276; $2,472 and $792 to Ms. Alewine and Messrs. Davis, Istock, Johnson, McCormick, Rockwell, Speer, Toot and Yontz, respectively.

~~Under the 2003 Directors Stock Plan, options to purchase 7,000 shares of our Common Stock are awarded to each director upon his or her initial election to the Board.~~

We reimburse directors for transportation and other expenses actually incurred in attending Board and committee meetings. At times, directors use our corporate aircraft for travel for Board meetings. During fiscal 2006, on two occasions Board meetings were held as retreats at which the Corporation provided leisure activities for the directors’ spouses (with the leisure activities provided for all director spouses valued at less than $4,400) .

Directors may participate in a matching gift program under which we will match donations made to eligible educational, arts or cultural institutions. Gifts will be matched in any calendar year up to a maximum of $10,000.

Related Party Transactions. In fiscal year 2006 we engaged in business transactions with organizations with which certain of our directors are affiliated, including Illinois Tool Works Inc., of which Mr. Speer is Chairman and Chief Executive Officer. However, none of these transactions was material to either us or any of those organizations.

Directors are subject to stock ownership guidelines. Our Guidelines on Corporate Governance provide that non-management directors are required to own shares of our Common Stock (including restricted shares) equal in value to three times the amount of the annual retainer that is paid in cash for Board service within five years after joining the Board to further the direct correlation of directors’ and shareowners’ economic interests. All directors, except Dr. Johnson who has been a director since September 2005, met the guidelines as of September 30, 2006.

Our Guidelines on Corporate Governance and codes of business conduct and ethics are available on our website atwww.rockwellautomation.com; click on the heading: “About Us”, then the heading: “Investor Relations”, then the heading “Corporate Governance”. They are also available in print to any shareowner upon request.

AUDIT COMMITTEE REPORT
The Audit Committee assists the Board in overseeing and monitoring the integrity of the Corporation’s financial reporting process, its internal control and disclosure control systems, the integrity and audits of its financial statements, the Corporation’s compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm and the performance of its internal audit function and independent registered public accounting firm.
Our Committee’s roles and responsibilities are set forth in a written Charter adopted by the Board, which is available on the Corporation’s website atwww.rockwellautomation.comunder the heading “Investor Relations”. We review and reassess the Charter annually, and more frequently as necessary to address any changes in NYSE corporate governance and SEC rules regarding audit committees, and recommend any changes to the Board for approval.
Management is responsible for the Corporation’s financial statements and the reporting process, including the system of internal control. Deloitte & Touche LLP (D&T), the Corporation’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of those audited financial statements

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~~with U.S. generally accepted accounting principles, and attesting to and reporting on management’s assessment of the Corporation’s internal control over financial reporting.~~

~~We are responsible for overseeing the Corporation’s overall financial reporting process. In fulfilling our responsibilities for the financial statements for fiscal year 2006, we:~~


	•	Reviewed and discussed the audited financial statements for the fiscal year ended September 30, 2006 with management and D&T;

	•	Reviewed management’s assessment of the Corporation’s internal control over financial reporting and D&T’s report and attestation on management’s assessment pursuant to Section 404 of the Sarbanes-Oxley Act;

	•	Discussed with D&T the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, relating to the conduct of the audit; and

	•	Received written disclosures and the letter from D&T regarding its independence as required by Independence Standards Board Standard No. 1. We also discussed with D&T its independence.

~~For information on fees paid to D&T for each of the last two years, see “Proposal to Approve the Selection of Independent Registered Public Accounting Firm” on page 23.~~

~~We considered the non-audit services provided by D&T in fiscal year 2006 and determined that engaging D&T to provide those services is compatible with and does not impair D&T’s independence.~~

In fulfilling our responsibilities, we met with the internal auditors and D&T, with and without management present, to discuss the results of their examinations, the evaluations of the Corporation’s internal control over financial reporting and the overall quality of the Corporation’s financial reporting. We considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that we determined appropriate. We also met separately with the Corporation’s Chief Executive Officer, Chief Financial Officer, Controller, General Counsel and Ombudsman.

Based on our review of the audited financial statements and discussions with, and the reports of, management and D&T, we recommended to the Board that the audited financial statements be included in the Corporation’s Annual Report onForm 10-K for the fiscal year ended September 30, 2006 for filing with the SEC.

~~The Audit Committee has selected D&T as auditors of the Corporation for the fiscal year ending September 30, 2007, subject to the approval of shareowners.~~

~~Audit Committee~~

Verne G. Istock,Chairman

~~Barry C. Johnson~~

~~David B. Speer~~

~~Kenneth F. Yontz~~

OWNERSHIP OF EQUITY SECURITIES BY DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the beneficial ownership, reported to us as of October 31, 2006, of our Common Stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of stock options) of each director, each nominee for director, each executive officer listed in the table on page 14 and of such persons and other executive officers as a group.

Beneficial Ownership on October 31, 2006
Shares of
Total
Percent of

Name
Common Stock⁽¹⁾

Options⁽²⁾

Shares⁽¹⁾

Class⁽³⁾

Betty C. Alewine 10,659 ⁽⁴⁾ 12,500 23,159 —
Don H. Davis, Jr. 82,479 ^(4,5) 117,167 199,646 —
Verne G. Istock 10,361 ⁽⁴⁾ 9,500 19,861 —
Barry C. Johnson 1,763 ⁽⁴⁾ 2,583 4,346 —
William T. McCormick, Jr. 19,191 ⁽⁴⁾ 3,500 22,691 —
Keith D. Nosbusch 109,080 ^(5,6) 1,213,484 1,322,564 —
Bruce M. Rockwell 42,791 ⁽⁴⁾ — 42,791 —
David B. Speer 8,440 ⁽⁴⁾ 9,500 17,940 —
Joseph F. Toot, Jr. 23,191 ⁽⁴⁾ 10,834 34,025 —
Kenneth F. Yontz 17,556 ⁽⁴⁾ 1,500 19,056 —
Theodore D. Crandall 33,063 ^(5,6) 192,921 225,984 —
Steven A. Eisenbrown 21,250 ^(5,6) 189,056 210,306 —
James V. Gelly 20,064 ^(5,6) 84,532 104,596 —
Douglas M. Hagerman 14,050 ^(5,6) 75,568 89,618 —
All of the above and other executive officers as a group (25 persons) 622,147 ^(4,5,6) 2,749,394 3,371,541 1.95 %
⁽¹⁾ Each person has sole voting and investment power with respect to the shares listed (either individually or with spouse), unless otherwise indicated.
⁽²⁾ Represents shares that may be acquired upon the exercise of outstanding stock options within 60 days.
⁽³⁾ The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance withRule 13d-3(d)(1) under the Securities Exchange Act.
⁽⁴⁾ Includes 8,684; 1,281; 3,461; 1,013; 10,791; 10,791; 6,040; 10,491 and 7,156 shares granted as restricted stock under the 1995 and 2003 Directors Stock Plans or otherwise as compensation for services as directors for Ms. Alewine and Messrs. Davis, Istock, Johnson, McCormick, Rockwell, Speer, Toot and Yontz, respectively.
⁽⁵⁾ Includes shares held under our savings plan as of October 31, 2006. Does not include 589; 777; 1,716; 224; 1,477; and 11,728 share equivalents for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly, Hagerman, and the group, respectively, held under our supplemental savings plan as of October 31, 2006.
⁽⁶⁾ Includes 10,000, 5,000 and 5,000 shares granted as restricted stock under the 2000 Long-Term Incentives Plan for Messrs. Nosbusch, Gelly and Hagerman, respectively, which vest on February 5, 2007, January 5, 2007 and May 1, 2007, respectively, and 11,200, 2,800, 3,400, 3,400, 2,800, and 58,800 shares granted as restricted stock under the 2000 Long-Term Incentives Plan for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly, Hagerman, and the group, respectively, which vest on November 7, 2008.

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EXECUTIVE COMPENSATION
The information below reflects the annual and long-term compensation for service in all capacities to us for the fiscal years ended September 30, 2006, 2005, and 2004, of our Chief Executive Officer and our other four most highly compensated executive officers at September 30, 2006 (the Named Officers):
Summary Compensation Table

Annual Compensation Long-Term Compensation
Awards Payouts
Securities

Underlying

Restricted
Stock
Long-Term

Other Annual
Stock
Options
Incentive
All Other

Name and Principal Position Year Salary Bonus
Compensation⁽¹⁾

Awards($)⁽²⁾
(Shares) Payouts
Compensation⁽³⁾

Keith D. Nosbusch 2006 $ 896,154 $ 1,450,000 $ 55,418 $ 631,232 ⁽⁵⁾ 145,500 — $ 23,746
President and Chief 2005 750,385 1,550,000 55,350 — 300,000 — 23,262
Executive 2004 599,231 1,000,000 52,873 308,000 ⁽⁶⁾ 250,000 — 17,804
Officer⁽⁴⁾

Theodore D. Crandall 2006 411,154 452,000 45,446 157,808 ⁽⁵⁾ 36,300 — 11,844
Senior Vice President, 2005 349,308 440,000 44,120 — 70,000 — 10,822
Components and Packaged 2004 290,770 320,000 42,196 — 55,000 — 8,723
Applications Group, Rockwell
Automation Control Systems⁽⁷⁾

Steven A. Eisenbrown 2006 421,154 325,000 40,200 191,624 ⁽⁵⁾ 43,600 — 11,428
Senior Vice President, 2005 357,001 450,000 35,846 — 80,000 — 9,657
Automation 2004 290,771 340,000 35,994 — 65,000 — 7,440
Control and Information Group,
Rockwell Automation Control Systems⁽⁷⁾

James V. Gelly 2006 469,231 451,300 28,273 191,624 ⁽⁵⁾ 43,600 — 13,217
Senior Vice President and 2005 443,078 500,000 29,775 — 80,000 — 11,963
Chief Financial Officer⁽⁸⁾
2004 315,000 337,000 ⁽⁹⁾ 130,450 ⁽¹⁰⁾ 171,200 ⁽¹¹⁾ 70,000 — 17,835
Douglas M. Hagerman 2006 429,077 411,400 39,292 157,808 ⁽⁵⁾ 36,300 — 11,873
Senior Vice President, 2005 412,310 460,000 34,208 — 70,000 — 12,139
General Counsel and Secretary⁽¹²⁾
2004 189,235 180,000 4,253 163,450 ⁽¹³⁾ 40,000 — —
⁽¹⁾ Represents amounts paid for financial planning, automobile allowance, personal liability insurance, social club memberships, dental and vision care insurance, executive physical exams, leisure activities for spouses at Board retreats and taxgross-ups for social clubs, personal liability insurance and certain other items. The amount of such tax gross-ups for fiscal 2006, 2005 and 2004 were $6,895, $6,682 and $6,419 for Mr. Nosbusch; $8,020, $7,788 and $7,739 for Mr. Crandall; $5,860, $5,177 and $4,674 for Mr. Eisenbrown; $1,673, $1,551 and $40,185 for Mr. Gelly and $4,132, $4,047 and $1,757 for Mr. Hagerman, respectively.
⁽²⁾ As of September 30, 2006, Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman held an aggregate of 21,200, 2,800, 3,400, 8,400 and 7,800 shares of restricted stock, respectively, with an aggregate value of $1,231,720; $162,680; $197,540; $488,040 and $453,180, respectively (based on the closing price of our Common Stock on the NYSE on September 30, 2006 ($58.10)). The Named Officers also received grants of performance shares during fiscal 2006. Further information on the grants of performance shares is provided in the Long-Term Incentive Awards table below.
⁽³⁾ Amounts contributed or accrued for the Named Officers under our savings plans and related supplemental savings plans and, in fiscal 2004, $15,000 paid to Mr. Gelly for consulting services provided to us prior to commencement of his employment on January 5, 2004.
⁽⁴⁾ President and Chief Executive Officer since February 2004; Senior Vice President and President, Rockwell Automation Control Systems prior thereto; Chairman of the Board since February 2005.
⁽⁵⁾ Represents the grant of 11,200, 2,800, 3,400, 3,400 and 2,800 restricted shares of our Common Stock for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman, respectively. The restricted stock vests on November 7, 2008. The value set forth is based on the closing price of our Common Stock on the grant date, November 7, 2005, which was $56.36. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. All grants were made under the 2000 Long-Term Incentives Plan. Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman received cash dividends of $10,080, $2,520, $3,060, $3,060 and $2,520 during fiscal year 2006, respectively, related to these restricted shares. Upon a change of control, all restrictions on restricted stock will immediately lapse.

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⁽⁶⁾		Represents the grant of 10,000 restricted shares of our Common Stock. The restricted stock vests on February 5, 2007. The value set forth is based on the closing price on the date of grant, February 5, 2004, which was $30.80. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. Mr. Nosbusch received cash dividends of $9,000, $7,800 and $4,950 during fiscal years 2006, 2005 and 2004, respectively, related to these restricted shares. Upon a change of control, all restrictions on restricted stock will immediately lapse.

⁽⁷⁾		Senior Vice President of the Corporation since February 2004.

⁽⁸⁾		Elected Senior Vice President and Chief Financial Officer on January 5, 2004; not an employee of the Corporation prior thereto.

⁽⁹⁾		The bonus for Mr. Gelly for 2004 includes a $25,000 signing bonus that was earned on January 5, 2005.

⁽¹⁰⁾		Includes $65,059 paid in connection with the relocation of Mr. Gelly’s residence from New Jersey to Wisconsin, including $35,000 as an allowance expense. These were paid in addition to amounts payable under our relocation policy applicable to salaried employee new hires.

⁽¹¹⁾		Represents the grant of 5,000 restricted shares of our Common Stock. The restricted stock vests on January 5, 2007. The value set forth is based on the closing price on the date of grant, January 5, 2004, which was $34.24. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. Mr. Gelly received cash dividends of $4,500, $3,900 and $2,475 during fiscal years 2006, 2005 and 2004, respectively, related to these restricted shares. Upon a change of control, all restrictions on restricted stock will immediately lapse.

⁽¹²⁾		Elected Senior Vice President, General Counsel and Secretary on May 1, 2004; not an employee of the Corporation prior thereto.

⁽¹³⁾		Represents the grant of 5,000 restricted shares of our Common Stock. The restricted stock vests on May 1, 2007. The value set forth is based on the closing price on the date of grant, May 1, 2004, which was $32.69. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. Mr. Hagerman received cash dividends of $4,500, $3,900 and $1,650 during fiscal years 2006, 2005 and 2004, respectively, related to these restricted shares. Upon a change of control, all restrictions on restricted stock will immediately lapse.

EQUITY GRANTS
Option Grants
Shown below is further information on grants to the Named Officers of stock options pursuant to the Corporation’s 2000 Long-Term Incentives Plan, as amended (2000 Plan), during the fiscal year ended September 30, 2006, which are reflected in the Summary Compensation Table on page 14. No stock appreciation rights were granted during fiscal 2006.

Individual Grants
Number of

Securities
Percentage of

Underlying
Total Options

Options
Granted to
Exercise or
Grant Date

Granted
Employees in
Base Price
Expiration
Present

Name Grant Date
(Shares)⁽¹⁾
Fiscal 2006 (Per Share) Date
Value⁽²⁾

Keith D. Nosbusch 11/07/05 145,500 9.28 % $ 56.36 11/07/15 $ 2,541,885
Theodore D. Crandall 11/07/05 36,300 2.31 56.36 11/07/05 634,161
Steven A. Eisenbrown 11/07/05 43,600 2.78 56.36 11/07/15 761,692
James V. Gelly 11/07/05 43,600 2.78 56.36 11/07/15 761,692
Douglas M. Hagerman 11/07/05 36,300 2.31 56.36 11/07/15 634,161
⁽¹⁾ Exercisable in three substantially equal installments beginning one year from the grant date.
⁽²⁾ These values are based on the Black-Scholes option pricing model which produces a per share option value of $17.47, computed using the following assumptions and inputs:

Dividend
Interest

Grant Date Volatility Yield Rate Expected Life (Years)

11/07/05 .32 1.56 % 4.33 % 5.3
The interest rate represents the zero coupon Treasury bond rate with a maturity date approximately 5 years from the date the options were granted. The actual value, if any, the executive officers may ~~interpret~~realize from these options will depend on the gain in stock price over the exercise price when the options are exercised.

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~~Long-Term Incentive Awards~~

~~Shown below is information on grants to the Named Officers of performance share awards pursuant to the 2000 Plan during the fiscal year ended September 30, 2006.~~

Number of Shares,
Estimated Future Payouts

Units or Other
Performance or Other
Under Non-Stock Price-Based Plans⁽¹⁾
Name Rights (#) Period Until Payout Threshold (#) Target (#) Maximum (#)

Keith D. Nosbusch 25,800 10/1/05-9/30/08 0 25,800 51,600
Theodore D. Crandall 6,500 10/1/05-9/30/08 0 6,500 13,000
Steven A. Eisenbrown 7,700 10/1/05-9/30/08 0 7,700 15,400
James V. Gelly 7,700 10/1/05-9/30/08 0 7,700 15,400
Douglas M. Hagerman 6,500 10/1/05-9/30/08 0 6,500 13,000
⁽¹⁾ The amounts shown are the number of shares of our Common Stock that may be issued if performance goals are achieved. The payout in respect of these performance shares will be made in shares of our Common Stockand/or cash (generally calculated based on the closing price of our Common Stock on the trading day preceding the payout date), in an amount determined based on the total shareowner return of our Common Stock, assuming reinvestment of all dividends, compared to the Standard & Poor’s 500 Index for the period from October 1, 2005 to September 30, 2008, if the grantee continues as an employee for that period (subject to provisions relating to the grantee’s death, disability or retirement or a change of control of the Corporation). The payouts will be at zero, the target amount and the maximum amount if our shareowner return is equal to or less than the 30th percentile, equal to the 60th percentile and equal to or greater than the 75th percentile of the Standard & Poor’s 500 Index, respectively, over the applicable three-year period, with the payout interpolated for results between those percentiles. The potential value of a payout will fluctuate with the market value of our Common Stock. At the date of the grant of these awards on November 7, 2005, the closing price of our Common Stock on the NYSE was $56.36. On October 31, 2006, the closing price of our Common Stock was $62.00.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to (i) exercises by the Named Officers during fiscal 2006 of options to purchase our Common Stock granted under the 2000 Plan or the 1995 Long-Term Incentives Plan and (ii) the unexercised options to purchase our Common Stock held by the Named Officers at September 30, 2006.

Number of Unexercised
Value of Unexercised

Shares
Options Held at
In-the-Money Options Held

Acquired on
Value
September 30, 2006 at September 30, 2006⁽¹⁾
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable

Keith D. Nosbusch — $ — 1,014,985 428,835 $ 38,581,277 $ 5,520,700
Theodore D. Crandall 64,935 3,601,789 139,155 101,301 4,520,937 1,282,270
Steven A. Eisenbrown 78,915 4,003,251 126,190 118,601 3,962,490 1,490,800
James V. Gelly 30,000 1,005,153 43,332 120,268 776,308 1,389,956
Douglas M. Hagerman 9,863 359,588 40,136 96,301 766,510 1,064,650
⁽¹⁾ Based on the closing price on the NYSE of our Common Stock on September 30, 2006 ($58.10).
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy
Under our supervision, the Corporation has developed and implemented compensation policies, plans and programs intended to attract and retain executive talent, “pay for performance”, and pay for the creation of shareowner value. Our compensation programs include base salary, annual incentive compensation, and long-term incentives. Our executives participate in our health and welfare plans, pension plan, and 401(k) savings plan that apply to all salaried employees. We also maintain non-qualified pension and savings plans that use the same formulas as the qualified plans that restore the benefits limited in the qualified plans by the Internal Revenue Service. The Corporation also offers a Deferred Compensation Plan for all employees who have base salaries greater than $125,000 per year. Our Deferred Compensation Plan offers a selection of mutual fund investments similar to those in our 401(k) savings plan and does not have any guaranteed rates of return. In

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addition, executives receive a limited perquisite package that includes an automobile allowance (executives are not eligible for mileage payments for use of their personal vehicle), social club membership, financial planning, personal liability insurance and annual physical. The principal purpose of the perquisite package is to aid in the attraction and retention of high quality executives.

The quality of the Corporation’s leadership impacts its performance, and therefore the purpose of our compensation policies and programs, including base salary, is to attract and retain high quality executives. As such, we set base salaries generally at the median of other major U.S. industrial companies. Increases in base salary are a function of the individual executive’s personal performance, the market value for their position and the executive’s expected future contributions and leadership.

Our annual incentive compensation plans (ICP Plans) reward executives for achieving company and business unit results. The ICP Plans provide for cash compensation generally at the median of other major U.S. industrial companies if the Corporation achieves its annual goals, and above market cash compensation for superior performance. Each year, we establish minimum thresholds for payments to be made under the ICP Plans. For fiscal years 2006 and 2007, participants generally receive no payments under the ICP Plans until our results are equal to the prior year’s financial performance, at which point 25% of the target incentive is available to be awarded. Target amounts are generally earned if we achieve our financial and operational goals set for the year. Above target amounts are generally earned when performance exceeds the annual goals. Target award amounts are generally set at the median of other major U.S. industrial companies, regressed based on Rockwell Automation sales. We participate in the Towers Perrin and Hewitt executive compensation surveys, and use their databases for this analysis. The ICP Plans also include adjustments for individual performance, in relation to individual objectives and Rockwell Automation’s leadership objectives and competencies.

We grant long-term incentives to reward management for creating shareowner value and to align the interests of management with shareowners. Long-term incentive opportunities are generally set between the 50th and 75th percentile of other major U.S. industrial companies using the Towers Perrin executive compensation database, regressed based on Rockwell Automation sales. We generally make long-term incentive grants near the beginning of the fiscal year to align with our performance management process and other compensation actions. Annual equity grants for corporate officers occur on the same dates as our annual equity grants for our other professional and managerial employees, which in fiscal 2006 was the Monday following our November Committee meeting. In fiscal 2007, our grant date occurred on the date of our December Committee meeting. The Chief Executive Officer makes recommendations to the Committee as to equity grants for other corporate officers, and the Committee approves all equity grants for corporate officers. We also award equity grants to new executive hires or recently promoted executives during the year. These grants are approved by the Committee, and the grant date is the date the Committee approves the grant. The exercise price of all stock option grants is the fair market value of our stock at the close of trading on the date of the grant. Our long-term incentive plans are designed to reward the increase in absolute and relative shareowner value. Long-term incentive grants are delivered in a combination of stock options, performance shares and restricted stock. We believe that stock options are an appropriate vehicle to reward management for increases in shareholder value, and they provide no value if share price does not increase. Performance shares are designed to reward management for relative performance compared to the S&P 500 Index over a three-year period, and provide greater rewards than stock options alone when our shareowners experience above market returns and smaller rewards when our shareowners experience below market returns. We grant restricted shares primarily in order to retain high quality executives. Accordingly restricted shares do not vest until three years after the grant.

~~Compensation Review Process~~

We consider the total direct compensation (earned or potentially available) of each of the Named Officers and the other corporate officers in establishing each element of compensation. Total Direct Compensation is defined as base salary, plus annual bonus under ICP Plans, plus the value of long-term incentive grants. We believe that a significant portion of an executive’s compensation should be directly linked to the creation of shareowner value and generally target approximately 60% to 70% of total direct compensation in the form of long-term incentives delivered as grants of stock options, performance shares and restricted stock.

As part of this process we conduct a total compensation or “Tally Sheet” review consisting of all elements of compensation, including base salary, annual incentives, long-term incentive grants, health benefits, perquisites and retirement and termination benefits. This review includes a calculation of amounts to be paid to our corporate officers if their employment is terminated, as well as upon retirement. We review the potential outcomes of annual incentives and long-term incentive grants under a variety of scenarios from low to high performance. We also review the officers’ current balances in various compensation and benefit plans and consider that corporate officers also receive payments for annual executive physical exams, financial planning, automobile allowance, personal liability insurance, and social club membership. We also consider industry, peer group and national surveys of other major U.S. industrial companies and performance judgments as to the past and expected future contributions of the individual corporate officers. We also review the amounts held from prior equity grants, but do not take these values into account in determining future long-term incentive grants for the following reasons: (i) we want to encourage long-term holding of equity grants, rather than encourage early sales in order to receive future grants; (ii) we have share ownership guidelines for our corporate officers that we believe provide the appropriate balance in retaining equity to align the financial interests of our corporate officers with those of our shareowners; (iii) our corporate officers are not allowed to exercise equity if they are not at our ownership guidelines; and (iv) to continue to provide additional rewards for increasing shareowner value.

We have engaged Towers Perrin, an independent executive compensation consulting firm that is directly accountable to us, to provide advice and market information that we use in fulfilling our duties. Based on our reviews, we found the total compensation of Mr. Nosbusch and the Named Officers, as well as the potential payouts to Mr. Nosbusch and the Named Officers in termination, change of control and retirement scenarios, in the aggregate, to be reasonable and consistent with our executive compensation philosophy.

~~Executive Stock Ownership~~

We believe the focus on “pay for performance” is sharpened by aligning closely the financial interests of the Corporation’s officers with those of shareowners. Accordingly, we have set minimum ownership guidelines for corporate officers. The minimum ownership guidelines (multiple of base salary) are as follows:


	Common Stock
	Market Value

Chief Executive Officer		5
Senior Vice Presidents		3
Other Corporate Officers		1.5

Shares owned directly (including restricted shares) or through the Corporation’s savings plans (including share equivalents under the Corporation’s supplemental savings plans) and the after-tax value of vested unexercised stock options are considered in determining whether an executive meets the guidelines, except that not more than 50% of the guidelines can be met by the after-tax value of unexercised vested options. At September 30, 2006, the 17 executives subject to the guidelines owned an aggregate of 417,506 shares (including share equivalents under our supplemental savings plans) of the Corporation’s Common Stock, with an aggregate market value of $24.3 million at September 30, 2006. All corporate officers met the guidelines as of September 30, 2006.

~~Components of Compensation~~

• Base Salary—We reviewed and approved the base salaries of all corporate officers, including the Chief Executive Officer, and reviewed an annual salary plan for other executives in senior management positions, near the beginning of the 2006 fiscal year.

• Annual Incentives—In the early part of each fiscal year, we review with the Chief Executive Officer the Corporation’s financial and operating goals for the fiscal year. These include measurable financial and operating goals as well as long-term leadership goals that in part require more subjective assessments. After the end of the year, we evaluate the Corporation’s performance and consider the results together with the contributions made by and the levels of responsibility of the individual executives in awarding annual incentive compensation under our ICP Plans. The incentive compensation for executives responsible for the management of business groups is largely determined by the extent to which the respective business group achieves goals established at the beginning of each year tailored to the particular business group. Annual incentives for Messrs. Nosbusch, Gelly

and Hagerman are based upon the performance of the Corporation, and the annual incentives for Messrs. Eisenbrown and Crandall are based upon a combination of the performance of the Corporation and their business groups.

~~The following table shows the Corporation’s performance against its principal 2006 financial goals:~~

Performance Measure Goal Performance Achieved

Revenue $5.3 billion $5.6 billion
Earnings per share from continuing operations before accounting change $3.05 $3.49
Free cash flow⁽¹⁾
$280 million $324 million
Return on invested capital⁽²⁾
20.0% after-tax 22.2% after-tax
⁽¹⁾ We define free cash flow, an internal performance measure, as cash provided by operating activities ($426.2 million in 2006), plus excess income tax benefit from stock option exercises ($47.4 million in 2006), minus capital expenditures ($150.1 million in 2006). In the first quarter of fiscal 2006, we adopted SFAS 123(R), which requires that we report excess tax benefits related to share-based compensation as a financing cash flow rather than as an operating cash flow. We have added this benefit back to our operating cash flow to present free cash flow on a basis that is consistent with our historical presentation. Our definition of free cash flow, which is a non-GAAP financial measure, takes into consideration the capital investment required to maintain the operations of our businesses and execute our strategy. Our definition of free cash flow may be different from definitions used by other companies. Free cash flow includes the effect of our $450 million voluntary contribution to our U.S. pension plan. The contribution was considered in establishing the 2006 goal.
⁽²⁾ For a complete definition and explanation of our calculation of return on invested capital, see Supplemental Financial Information on page 25.
• Long-Term Incentives—In fiscal 2006, long-term incentives for senior executives were provided through a combination of stock options, performance shares and restricted stock. Stock options were worth approximately5/8 of the value of the grant, performance shares approximately1/4 of the value of the grant, and restricted stock approximately1/8 of the value of the grant. We determined the allocation of equity vehicles based upon a review of market practices and our belief that long-term incentives should have a greater performance link than the general market practice. The payout in respect of performance shares granted in November 2005 and December 2006 will be made in shares of our Common Stock or cash, and will range from zero to 200% of the target based on the Corporation’s total shareowner return compared to the S&P 500 Index over a three-year period. The payouts will be at zero, the target amount and the maximum amount if our total shareowner return is equal to or less than the 30th percentile, equal to the 60th percentile and equal to or greater than the 75th percentile of the S&P 500 Index, respectively, over the applicable three-year period, with the payout interpolated for results between those percentiles. Long-term incentives for mid-level executives in fiscal 2006 were provided through stock option grants. All equity grants were generally made near the beginning of the fiscal year. During fiscal year 2006, stock options equal to approximately 0.9% of outstanding shares were granted to senior and middle-management executives and other employees. Total options outstanding at the end of the 2006 fiscal year were approximately 5.2% of outstanding shares. The Committee takes these figures into account when determining the annual grant for executives.
In addition, certain executives received stock optionsand/or restricted stock awards in connection with promotions or as new hires.
• Compensation Deductibility—Internal Revenue Code Section 162(m) provides that publicly held companies may not deduct in any taxable year compensation in excess of one million dollars paid in that year to its Chief Executive Officer and its other four most highly compensated executive officers unless the compensation is “performance based”. Grants of stock options, performance shares and awards under our Annual Incentive Compensation Plan for Senior Executive Officers are considered “performance based” compensation. Since we retain discretion with respect to base salaries and other annual incentive compensation awards, those elements would not qualify as “performance based” compensation for these purposes. We do not anticipate that any portion of the fiscal year 2006 compensation to the Named Officers will be subject to any deductibility limitations under Section 162(m).

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~~Compensation of the Chairman of the Board and Chief Executive Officer~~

Mr. Nosbusch’s base salary was increased to $925,000 from $800,000 in December 2005. His total annual cash compensation continues to depend substantially on annual incentive compensation tied to our assessment of his and the Corporation’s performance.

At the beginning of fiscal 2006, we granted Mr. Nosbusch options for 145,500 shares, 11,200 restricted shares and 25,800 performance shares, consistent with our executive compensation philosophy. We considered information on Mr. Nosbusch’s total compensation compared to the compensation of chief executive officers of other major U.S. industrial companies; historical information regarding his long-term compensation opportunities, as well as Mr. Nosbusch’s past and expected future contributions to the Corporation’s long-term performance.

In determining Mr. Nosbusch’s annual incentive compensation for 2006, we concluded that under his leadership in 2006 the Corporation had strong financial and operating performance. In addition, we recognized the substantial return to shareowners during the 2006 fiscal year, which resulted in an increase in market capitalization of $615 million (see the Shareowner Return Performance Presentation on Page 21). Based on the foregoing, we awarded Mr. Nosbusch $1,450,000 in annual incentive compensation.

The Board in Executive Session (without Mr. Nosbusch present) received and discussed our evaluation of the Corporation’s and Mr. Nosbusch’s performance in the 2006 fiscal year, together with Mr. Nosbusch’s compensation.

The Committee and the Board believe that the skill and motivation of all our employees, and especially our executive leaders, are essential to the Corporation’s performance and to creating shareowner value. We believe our compensation program motivates performance that differentiates us from our competitors. We will continue to provide an effective compensation program that we believe serves shareowners’ interests and is worthy of shareowner support.

~~Compensation and Management Development Committee~~

Joseph F. Toot, Jr.,Chairman

~~Betty C. Alewine~~

~~William T. McCormick, Jr.~~

~~Bruce M. Rockwell~~

SHAREOWNER RETURN PERFORMANCE PRESENTATION
The following line graph compares the cumulative total shareowner return on our Common Stock against the cumulative total return of the S&P Composite-500 Stock Index and the S&P Electrical Components & Equipment Index for the period of five fiscal years from October 1, 2001 to September 30, 2006, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2001 and reinvestment of all dividends.
Comparison of Five-Year Cumulative Total Return*
Rockwell Automation, S&P Composite-500 & S&P Electrical Components & Equipment
The cumulative total returns on Rockwell Automation Common Stock and each index as of each September 30,2001-2006 plotted in the above graph are as follows:

2001 2002 2003 2004 2005 2006

Rockwell Automation* $ 100.00 $ 114.71 $ 190.48 $ 286.37 $ 397.31 $ 442.67
S&P Composite—500 100.00 79.51 98.91 112.63 126.43 140.08
S&P Electrical Components & Equipment 100.00 90.78 125.32 154.72 192.63 223.00
Cash dividends per common share 0.93 0.66 0.66 0.66 0.78 0.90
* Includes the reinvestment of all dividends in our Common Stock.

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RETIREMENT PLANS
The following table shows the estimated annual retirement benefits payable at age 65 on a straight life annuity basis to the Named Officers, in the earnings and years of service classifications indicated, under our retirement plans that cover most officers and other salaried employees on a non-contributory basis. Such benefits reflect a reduction to recognize in part our cost of Social Security benefits related to service for us. Our plans also provide for the payment of benefits to an employee’s surviving spouse or other beneficiary.

Average

Annual
Years of Credited Service
Earnings⁽¹⁾
5 Years 10 Years 15 Years 20 Years 25 Years
30 Years⁽²⁾
35 Years 40 Years

$ 250,000 $ 17,442 $ 34,884 $ 52,327 $ 69,769 $ 87,211 $ 104,653 $ 122,095 $ 136,470
500,000 36,192 72,384 108,577 144,769 180,961 217,153 253,345 283,345
750,000 54,942 109,884 164,827 219,769 274,711 329,653 384,595 430,220
1,000,000 73,692 147,384 221,077 294,769 368,461 442,153 515,845 577,095
1,500,000 111,192 222,384 333,577 444,769 555,961 667,153 778,345 870,845
2,000,000 148,692 297,384 446,077 594,769 743,461 892,153 1,040,845 1,164,595
2,500,000 186,192 372,384 558,577 744,769 930,961 1,117,153 1,303,345 1,458,345
3,000,000 223,692 447,384 671,077 894,769 1,118,461 1,342,153 1,565,845 1,752,095
⁽¹⁾ Average annual earnings includes salary and annual bonus. The calculation of retirement benefits under the plans generally is based upon average earnings for the highest five years of the ten years preceding retirement. The credited years of service for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman are 33, 20, 31, 3 and 3.
⁽²⁾ Employees of the Corporation hired before January 1, 1993 who were part of our corporate staff at the time of the spin-off of our former Rockwell Collins avionics and communications business on June 29, 2001, including Mr. Nosbusch, but not Messrs. Crandall, Eisenbrown, Gelly or Hagerman, are entitled to receive the benefits set forth above or, if higher, the benefits under our corporate retirement plan existing at June 29, 2001. For Mr. Nosbusch (who has 33 credited years of service), the benefits under our corporate retirement plan existing at June 29, 2001 would be higher in the “30 Years” column under Years of Credited Service, but not under the “35 Years” or “40 Years” columns. The estimated annual retirement benefits payable at age 65 on a straight life annuity basis to participants under our corporate retirement plan existing at June 29, 2001, including Mr. Nosbusch, at 30 years of credited service and the earnings classifications indicated below, are as follows:

Earnings Benefits

$1,000,000 $ 469,798
1,500,000 707,298
2,000,000 944,798
2,500,000 1,182,298
3,000,000 1,419,798
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, limit the annual benefits that may be paid from a tax-qualified retirement plan. As permitted by the Employee Retirement Income Security Act of 1974, we have a nonqualified supplemental pension plan that authorizes the payment out of our general funds of any benefits calculated under provisions of the applicable retirement plan that may be above the limits under these sections.
OTHER ARRANGEMENTS
In May and June 2004, we entered into “double trigger” change of control agreements with Messrs. Nosbusch, Gelly and Hagerman. These agreements are intended to provide for continuity of management in the event of a change of control. Each agreement becomes effective if there is a “change of control” of the Corporation before September 30, 2007. Each agreement provides for the continuing employment of the executive for three years after the change of control on conditions no less favorable than those in effect before the change of control. If the executive’s employment is terminated by us without “cause” or if the executive terminates his employment for “good reason” within that three year period, the executive is entitled to severance benefits equal to three times his annual compensation, including bonus, and continuation of other benefits for three years. In addition, if the executive terminates his own employment for any

22

reason during a30-day window period beginning one year after the change of control, the executive is also entitled to these severance benefits. The executives are entitled to an additional payment, if necessary, to make them whole as a result of any excise tax imposed on these change of control payments, unless the safe harbor amount above which the excise tax is imposed is not exceeded by more than 10%, in which event the payments will be reduced to avoid the excise tax.

The Named Officers participate in our non-qualified supplemental pension plan, supplemental savings plan and deferred compensation plan. These non-qualified plans are available on the same terms to certain other salaried employees. We have established a master rabbi trust relating to these non-qualified plans. The master rabbi trust requires that, upon a change of control, we fund the trust in a cash amount equal to the unfunded accrued liabilities of these non-qualified plans as of such time.

PROPOSAL TO APPROVE THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected the firm of D&T as our independent registered public accounting firm for the fiscal year ending September 30, 2007, subject to the approval of the shareowners. D&T, and its predecessors, have acted as our independent registered public accounting firm since 1934.
Before the Audit Committee selected D&T, it carefully considered the independence and qualifications of that firm, including their performance in prior years and their reputation for integrity and for competence in the fields of accounting and auditing. We expect that representatives of D&T will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire to do so.
Audit Fees
The following table sets forth the aggregate fees for services provided by D&T for the fiscal years ended September 30, 2006 and 2005 (in millions), all of which were approved by the Audit Committee:

Year Ended

September 30,
2006 2005

Audit Fees
Integrated Audit of Consolidated Financial Statements and Internal Control over Financial Reporting $ 3.8 —
Annual Audit — $ 2.7
Sarbanes-Oxley Internal Control over Financial Reporting Attestation — 1.2
Statutory Audits 1.6 1.4

Audit-Related Fees
Employee Benefit Plan Audits and Other Audits 0.3 0.3
Divestiture Related Audit Services 1.1 —
Enterprise Resource Planning Internal Control Review 0.2 —

Tax Fees
Compliance — 0.2
Other Consulting — —

All Other Fees — —

Total $ 7.0 $ 5.8

The Audit Committee considered and determined that the provision of non-audit services by D&T was compatible with maintaining the firm’s independence.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee is responsible for the appointment and compensation of, and oversight of the work performed by, our independent registered public accounting firm. The Audit Committee pre-approves all audit

23

(including audit-related) services and permitted non-audit services provided by our independent registered public accounting firm in accordance with the pre-approval policies and procedures established by the Audit Committee. During fiscal 2006, there was one instance in which the Audit Committee approved de minimis non-audit services (expatriate tax return services for one employee) of less than $2,000 after the services were provided, which services constituted less than 0.2% of the Audit-Related, Tax and Other services provided by our independent registered public accounting firm. These services were transitioned from D&T to another firm.

The Audit Committee annually approves the scope and fee estimates for the year-end audit, statutory audits and employee benefit plan audits to be performed by our independent registered public accounting firm for the next fiscal year. With respect to other permitted services, management defines and presents specific projects for which the advance approval of the Audit Committee is requested. The Audit Committee pre-approves specific engagements and projects on a fiscal year basis, subject to individual project thresholds and annual thresholds. At each Audit Committee meeting, the Controller reports to the Audit Committee regarding the aggregate fees charged by our independent registered public accounting firm compared to the pre-approved amounts.

The Board of Directors recommends that you vote ~~differently.~~ “FOR” the proposal to approve the selection of D&T as our independent registered public accounting firm, which is presented as item (b).

OTHER MATTERS
The Board of Directors does not know of any other matters ~~which~~that may be presented at the meeting. ~~The Corporation's~~ OurBy-Laws required notice by November ~~9, 2001~~3, 2006 for any matter to be brought before the meeting by a shareowner. In the event of a vote on any matters other than those referred to in ~~items (a), (b) and (c) of~~ the accompanying Notice of ~~2002~~2007 Annual Meeting of Shareowners, ~~it is intended that~~ proxies in the accompanying form will be voted ~~thereon~~ in accordance with the judgment of the ~~person or~~ persons voting such proxies. ~~COMPLIANCE WITH~~
SECTION 16(a) ~~OF THE SECURITIES EXCHANGE ACT~~ BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires ~~the Corporation's~~our executive officers and directors, and persons who own more than ten percent of a registered class of ~~the Corporation's~~our equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the ~~Securities and Exchange Commission~~SEC and the New York Stock Exchange. Officers, directors and greater than ten percent shareowners are required by Securities and Exchange Commission regulation to furnish the Corporation with copies of all Forms 3, 4 and 5 they file. NYSE.
Based ~~solely~~ on ~~the Corporation's~~our review of the copies of such forms ~~it has~~that we have received and written representations from certain reporting persons confirming that they were not required to file Forms 5 for specified fiscal years, ~~the Corporation believes~~we believe that all ~~its~~our executive officers, directors and greater than ten percent beneficial owners complied with ~~all~~applicable SEC filing requirements ~~applicable to them with respect to transactions~~ during fiscal ~~2001.~~ 2006.
ANNUAL ~~REPORTS The Corporation's~~REPORT
Our Annual Report to Shareowners, including the Annual Report onForm 10-K and financial statements, for the fiscal year ended September 30, ~~2001, has been~~2006, was mailed to shareowners ~~in advance of~~with this ~~Proxy Statement. 16~~ proxy statement.
SHAREOWNER PROPOSALS FOR ANNUAL MEETING IN ~~2003~~ 2008
To be eligible for inclusion in ~~the Corporation's~~our proxy statement, shareowner proposals for the ~~2003~~2008 Annual Meeting of Shareowners must be received on or before August ~~23, 2002 at~~16, 2007 by the Office of the Secretary at ~~the Corporation's World~~our Global Headquarters, ~~777 East Wisconsin Avenue,~~1201 South Second Street, Milwaukee, Wisconsin ~~53202.~~53204. In addition, ~~the Corporation's~~our By-Laws require a shareowner desiring to propose any matter for consideration of the shareowners at the ~~2003~~2008 Annual Meeting of Shareowners to notify the ~~Corporation's~~Corporation’s Secretary in writing at the address listed in the preceding sentence on or after October ~~9, 2002~~10, 2007 and on or before November ~~8, 2002.~~9, 2007. If the number of directors to be elected to the Board at the ~~2003~~2008 Annual Meeting of Shareowners is increased and ~~there is no~~we do not make a public announcement ~~by the Corporation~~ naming all of the nominees for director or specifying the increased size of the Board on or before October ~~29, 2002,~~30, 2007, a shareowner proposal with respect to nominees for any new position created by such increase will be considered timely if received by ~~the Corporation's~~our Secretary by not later than the tenth day following ~~such~~our public announcement of the increase.

24

SHAREOWNERS SHARING THE SAME ADDRESS
We have adopted a procedure called “householding”, which has been approved by the ~~Corporation.~~ SEC. Under this procedure, we are delivering only one copy of the annual report and this proxy statement to multiple shareowners who share the same address and have the same last name, unless we have received contrary instructions from an affected shareowner. This procedure reduces our printing and mailing costs. Shareowners who participate in householding will continue to receive separate proxy cards.
We will deliver promptly upon written or oral request a separate copy of the annual report and this proxy statement to any shareowner at a shared address to which a single copy of the documents was delivered. To receive a separate copy of the annual report or proxy statement, you may write or call Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, WI 53204, telephone:414-382-8410. You may also access our annual report and proxy statement on our website atwww.rockwellautomation.com; click on the heading: “About Us”, then the heading “Investor Relations”, then the heading: “SEC Filings”.
If you are a holder of record and would like to revoke your householding consent and receive a separate copy of the annual report or proxy statement in the future, please contact Automatic Data Processing, Inc. (ADP), either by calling toll free at(800) 542-1061 or by writing to ADP, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent.
Any shareowners of record who share the same address and currently receive multiple copies of our annual report and proxy statement who wish to receive only one copy of these materials per household in the future should contact Rockwell Automation Shareowner Relations at the address or telephone number listed above to participate in the householding program.
Some brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.
EXPENSES OF SOLICITATION ~~The~~
We will bear the cost of the solicitation of ~~proxies will be borne by the Corporation.~~proxies. In addition to ~~the use of the mails,~~mail ande-mail, proxies may be solicited personally, or by telephone ~~facsimile~~ or ~~e-mail,~~facsimile, by a few of our regular employees ~~of the Corporation~~ without additional compensation. ~~The Corporation does not expect to pay any compensation for the solicitation of proxies but~~We will reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for ~~sending~~forwarding proxy ~~material~~materials to principals and beneficial owners and obtaining their proxies. ~~December 17, 2001 17~~ ~~APPENDIX A ROCKWELL INTERNATIONAL CORPORATION AUDIT COMMITTEE CHARTER The Audit Committee has been constituted by the Board~~
SUPPLEMENTAL FINANCIAL INFORMATION
This proxy statement contains information regarding return on invested capital (ROIC), which is a non-GAAP financial measure. Management believes that ROIC is useful to ~~assist the Board in overseeing (1) the integrity~~investors as a measure of performance and of the ~~financial statements~~effectiveness of the ~~Corporation, (2) the compliance by the Corporation with legal and regulatory requirements and (3) the independence and performance~~use of ~~the Corporation's internal and external auditors. The Audit Committee shall consist of at least three members of the Board of Directors,~~capital in our operations. Management uses ROIC as one of which shall be designated as the chairman, each of whom shall meet the independence and experience requirements of the New York Stock Exchange. The members and the chairman of the Audit Committee shall be appointed by the Board. The Audit Committee shall meet at least four times a year and shall make regular reports to the Board. The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the Corporation or the Corporation's outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee shall: 1. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. 2. Review the annual audited financial statements with management and the independent auditors, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Corporation's financial statements. 3. Recommend to the Board of Directors that the annual audited financial statements be included in the Corporation's Annual Report on Form 10-K. Submit the report required by the rules of the Securities and Exchange Commission to be included in the Corporation's annual meeting proxy statement. 4. Review with management and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including major changes to the Corporation's accounting principles and practices. 5. Review by the Chairman of the Committee (or another member of the Committee designated by the Chairman) with management and the independent auditors the quarterly earnings news release prior to issuance and the Corporation's quarterly financial statements prior to the filing of the Quarterly Report on Form 10-Q. 6. Meet periodically to review with management and the independent auditors their views on the Corporation's major financial risk exposures and the steps management has takenmeasure to monitor and ~~control such exposures. 7. Evaluate~~evaluate our performance. Our measure of ROIC is likely to differ from that used by other companies. We define ROIC as the ~~performance~~percentage resulting from the following calculation:
(a) Income from continuing operations before accounting change, if any, and before interest expense, income tax provision, and purchase accounting depreciation and amortization, divided by;
(b) average invested capital for the year, calculated as a five quarter rolling average using the sum of short-term debt, long-term debt, shareowners’ equity, cumulative impairments of goodwill and intangibles required under SFAS No. 142, and accumulated amortization of goodwill and other intangible assets, minus cash and cash equivalents, multiplied by;
(c) one minus the ~~independent auditors~~adjusted effective tax rate for the period, the adjusted effective tax rate is calculated by excluding the effect of separately reported tax items in continuing operations.

25

~~ROIC is calculated as follows (in millions, except percentages):~~

Year Ended

September 30,
2006 2005

(a) Return

Income from continuing operations before cumulative effect of accounting change $ 628.1 $ 518.4
Interest expense 58.4 45.8
Income tax provision 263.3 218.6
Purchase accounting depreciation and amortization 13.3 14.7
Gain on sale of investment (19.9 ) —

Return
943.2 797.5

(b) Average Invested Capital

Short-term debt 115.6 0.4
Long-term debt 746.9 752.2
Shareowners’ equity 1,691.9 1,870.1
Impairments of goodwill and intangibles 108.0 108.0
Accumulated amortization of goodwill and intangibles 682.5 659.7
Cash and cash equivalents (353.2 ) (471.7 )

Average invested capital
2,991.7 2,918.7

(c) Adjusted Effective Tax Rate

Income tax provision 263.3 218.6
Separately reported tax items in continuing operations — 19.7

Income tax provisions before separately reported tax items in continuing operations
263.3 238.3

Income from continuing operations before income taxes and cumulative effect of accounting change
$ 891.4 $ 737.0

Adjusted effective tax rate
29.5 % 32.3 %

(a) / (b) * (1–c) Return On Invested Capital
22.2 % 18.5 %

December 14, 2006

26

~~ADMISSION TO THE 2007 ANNUAL MEETING~~

An admission card (or other proof of stock ownership) and ~~recommend~~proper identification will be required for admission to the ~~Board the appointment~~Annual Meeting of the independent auditors, which firm is ultimately accountable to the Audit Committee and Board. 8. Approve the fees to be paid to the independent auditors. 9. Receive periodic reports from the independent auditors regarding the auditors' independence, discuss such reports with the auditors, and if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the auditors. 10. Meet with the independent auditors to review and approve the scope of the audit. 11. Obtain from the independent auditors assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated. 18 ~~12. Discuss with the independent auditors the matters required to be discussed by Statement~~Shareowners in Milwaukee, Wisconsin on Auditing Standards Nos. 61 and 90 relating to the conduct of the audit. 13. Review with the independent auditors any significant problems or difficulties the auditors may have encountered and any management letter provided by the auditors and the Corporation's response to that letter. Such review should include any restrictions on the scope of activities or access to required information, significant changes to the Audit Plan and any disagreements with management, which if not satisfactorily resolved would have affected the auditor's opinion. 14. Review the appointment of and periodically review the performance of the General Auditor. 15. Review with the Corporation's General Auditor: (a) the internal audit department responsibilities, budget and staffing; (b) the scope of the annual internal audit plan; (c) any comments the General Auditor may have on major issues related to the internal audit activities or restrictions, if any, imposed on them; and (d) any significant findings of internal audits and management's responses. 16. Monitor compliance by the employees of the Corporation and its subsidiary and controlled affiliated entities with the Corporation's standards of business conduct policies. 17. Review with the Corporation's General Counsel legal matters that may have a material effect on the financial statements, the Corporation's compliance policies and any material reports or inquiries received from regulators or governmental agencies. 18. Meet regularly with the Corporation's senior executive officers, the Corporation's General Auditor and the independent auditors in separate executive sessions. 19. Review any other matter brought to its attention within the scope of its duties. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Those duties are the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to assure compliance with laws and regulations and the Corporation's standards of business conduct policies. 19 February 7, 2007. If you plan to attend the Annual Meeting, ~~of Shareowners TO BE HELD IN MILWAUKEE, WISCONSIN on February 6, 2002,~~ please be sure to request an admittance card by: ~~- -~~


	•	marking the appropriate box on the proxy card and mailing the card using the enclosed envelope;

	•	indicating your desire to attend the meeting through our Internet voting procedure; or

	•	calling our Shareowner Relations line at414-382-8410.

~~An admission card ~~and mailing~~will be mailed to you if:~~


	•	your Rockwell Automation shares are registered in your name; or

	•	your Rockwell Automation shares are held in the name of a broker or other nominee and you provide written evidence of your stock ownership as of the December 11, 2006 record date, such as a brokerage statement or letter from your broker.

Your admission card ~~using the enclosed envelope; - - indicating~~will serve as verification of your ~~desire to attend the meeting through the Corporation's telephone or internet voting procedure; or - - calling the Corporation's Shareowner Relations line at 414-212-5300.~~ Please mark your votes as indicated in [X] this example WHERE Aownership.

~~ROCKWELL AUTOMATION, INC.~~

ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2007
10:00 AM CST

THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN

YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS PROXY AND DIRECTION CARD.

IF YOU DID NOT ~~SPECIFIED,~~RECEIVE PAPER COPIES OF THE ~~PROXIES WILL VOTE~~ROCKWELL AUTOMATION
PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU
CONSENTED TO VIEW THEM ON THE ~~SHARES REPRESENTED BY~~
INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES:

PROXY "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND WILL VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE ____________ SIGNATURE(S) IF HELD JOINTLY ________________ DATE ______ Please sign this proxy as your name appears on the Corporation's corporate records. Joint owners should each sign personally. Trustees and others signing in a representative capacity should indicate the capacity in which they sign. - -------------------------------------------------------------------------------- - STATEMENT: http://www.rockwellautomation.com/investors/get/2007_proxy.pdf
ANNUAL REPORT: http://www.rockwellautomation.com/investors/get/AR2006.pdf

FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote your proxy. Have your proxy card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. IF YOU VOTE YOUR

PROXY BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU RETURNED A SIGNED PROXY CARD. THANK YOU FOR VOTING. ~~PROXY~~ AND DIRECTION CARD

ROCKWELL ~~INTERNATIONAL CORPORATION~~ AUTOMATION, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ~~D.H. Davis, Jr., W.T. McCormick,~~Verne G. Istock, Joseph F. Toot, Jr. and ~~J.D. Nichols,~~Douglas M. Hagerman, jointly and severally, proxies, with full power of substitution, to vote shares of ~~capital~~common stock which the undersigned is entitled to vote at the Annual Meeting of Shareowners to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February ~~6, 2002~~7, 2007 or any postponement or adjournment thereof.SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED OR, IF NO SPECIFICATION IS MADE, ~~"FOR"~~“FOR” THE ELECTION OF THE THREE NOMINEES PROPOSED FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING IN ~~2005, "FOR"~~2010 and “FOR” PROPOSAL (B) ~~AND "FOR" PROPOSAL (C)~~, AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

TO VOTE IN ACCORDANCE WITH THE BOARD OF ~~DIRECTORS'~~DIRECTORS’ RECOMMENDATIONS, JUST SIGN AND ~~DATE THE OTHER SIDE;~~DATE; NO BOXES NEED TO BE CHECKED. Comments: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- (continued and to be signed on the other side) - -------------------------------------------------------------------------------- - FOLD

TO: FIDELITY MANAGEMENT TRUST COMPANY, TRUSTEE AND DETACH HERE - ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS PROXY CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE
COMPUTERSHARE TRUST COMPANY, TRUSTEE ~~IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING.~~ ~~DIRECTION CARD ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE~~

You are hereby directed to vote, with respect to the proposals listed on the other side of this Proxy and Direction Card, the number of shares of Rockwell ~~International capital~~Automation common stock held for mythis account in the savings plans of Rockwell ~~Collins~~Automation, Inc. (Rockwell Automation Retirement Savings Plan for ~~Bargaining Unit~~Salaried Employees, Rockwell Automation Retirement Savings Plan for Hourly Employees, Rockwell Automation Savings and Investment Plan for Represented Hourly Employees and Rockwell Automation Retirement Savings Plan for Represented Hourly Employees) and/or the United Space Alliance Employee Stock Purchase Plan at the Annual Meeting of Shareowners of Rockwell ~~International Corporation~~Automation, Inc. to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February ~~6, 2002,~~7, 2007, and at any postponement or adjournment thereof, as follows:

TO VOTE IN ACCORDANCE WITH THE BOARD OF ~~DIRECTORS'~~DIRECTORS’ RECOMMENDATIONS, CHECK THE BOXES ~~"FOR"~~“FOR” EACH PROPOSAL LISTED, ~~ON THE OTHER SIDE,~~ THEN SIGN, DATE AND RETURN THIS ~~CARD. (continued~~CARD BY FEBRUARY 3, 2007.

If you do not provide voting directions by February 3, 2007, the shares attributable to this account in savings plans of Rockwell Automation or the United Space Alliance Employee Stock Purchase Plan will not be voted.


Address Changes/Comments:

~~(If you noted any Address Changes/Comments above, please check corresponding box on the reverse side.If you do not check the comments box on the reverse side, we will not receive your comments.)~~

(continued and to be dated and signed on the other side) - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN


(ROCKWELL AUTOMATION LOGO)		VOTE BY INTERNET OR TELEPHONE OR MAIL

24 HOURS A DAY-7 DAYS A WEEK
YOUR VOTE IS ~~IMPORTANT!~~IMPORTANT

ROCKWELL AUTOMATION, INC.
1201 SOUTH SECOND STREET
MILWAUKEE, WI 53204
INTERNET:http://www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on February 4, 2007. Have your proxy and direction card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
OR
TELEPHONE: 1-800-690-6903 (For US Shareowners Only) Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on February 4, 2007. Have your proxy and direction card in hand when you call and then follow the instructions.
OR
MAIL: Mark, sign and date your proxy and direction card and return it in the enclosed postage-paid envelope provided or return it to Rockwell Automation, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717 by February 3, 2007.
NOTE: If you transmit your voting instructions by Internet or telephone, you DO NOT NEED TO MAIL BACK your proxy and direction card. Your Internet or telephone instructions will authorize the named proxies in the same manner as if you returned a signed proxy and direction card.
THANK YOU ~~CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF~~ FOR VOTING.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ROKAU1 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY AND DIRECTION ~~CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF~~ CARD IS VALID ONLY WHEN SIGNED AND DATED.
ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS. "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. AUTOMATION, INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR"~~“FOR”
EACH OF THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] FOLLOWING:
(A)
Election of directors: For Withhold For All To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s number on the line below.
Nominees: All All Except
01) Barry C. Johnson
02) William T. McCormick, Jr.
03) Keith D. Nosbusch o o o
Vote On Proposal For Against Abstain
(B)
Approve the selection of independent
registered public accounting firm: o o o
In ~~its~~their discretion, the ~~trustee is~~proxies are authorized to vote upon such other business as may properly come before the meeting or any ~~postponement(s)~~postponement or ~~adjournment(s)~~adjournment thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title.
Please sign ~~date~~this proxy and ~~return the~~ direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Haveas your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listedname appears on the ~~other side of this Direction Card,~~Corporation’s corporate records. Joint owners should each sign personally. Trustees and others signing in a representative capacity should indicate the ~~number of shares of Rockwell International capital stock held for my account~~capacity in the Rockwell Collins Retirement Savings Plan for Hourly Employees at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/report2001/index.html
Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD (A) Election of directors: listed below AUTHORITY (except as marked to vote for all to the contrary) nominees listed below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell Collins Retirement Savings Plan for Salaried Employees at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell Retirement Savings Plan for Certain Employees at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell International Corporation Retirement Savings Plan for Represented Hourly Employees at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR REPRESENTED HOURLY EMPLOYEES TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell Employee Savings and Investment Plan for Represented Hourly Employees at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL NON-REPRESENTED HOURLY RETIREMENT SAVINGS PLAN TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell Non-Represented Hourly Retirement Savings Plan at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html Please mark your votes as indicated in [X] this example WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY ACCOUNT "FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSAL (B) AND "FOR" PROPOSAL (C) AND TO VOTE IN ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS (B) AND (C). FOR all nominees WITHHOLD AUTHORITY (A) Election of directors: listed below to vote for all (except as marked nominees listed to the contrary) below [ ] [ ] Nominees: 01 B.M. Rockwell, 02 J.F. Toot, Jr., 03 K.F. Yontz (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ---------------------------------------------------------- FOR AGAINST ABSTAIN (B) The selection of auditors: [ ] [ ] [ ] FOR AGAINST ABSTAIN (C) The change of corporate name: [ ] [ ] [ ] Mark here if you plan to attend the meeting. We will send you an Admittance Card. [ ] By checking the box to the right, I consent to view the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Corporation may no longer distribute printed materials to me for any future shareowner meetings until my consent is revoked. I understand that I may revoke my consent at any time by giving written notice to the Corporation. [ ] In its discretion, the trustee is authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof. SIGNATURE _______________ SIGNATURE(S) IF HELD JOINTLY____________ DATE ________ In signing as attorney, executor, administrator, trustee or guardian, please give full title as such, and, if signing for a corporation, please give your title. Please sign, date and return the direction card promptly using the enclosed envelope. - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK YOUR VOTE IS IMPORTANT INTERNET http://www.eproxy.com/rok Use the Internet to vote. Have your direction card in hand when you access the website. You will be prompted to enter your CONTROL NUMBER, located in the box below, to create and submit an electronic ballot. OR TELEPHONE 1-800-435-6710 (FOR U.S. SHAREOWNERS ONLY) Use any touch-tone telephone to vote. Have your direction card in hand when you call. You will be prompted to enter your CONTROL NUMBER, located in the box below, and then follow the directions given. After voting, you will be asked if you wish to attend the meeting or consent to view annual reports and proxy statements via the Internet. OR MAIL Mark, sign and date your direction card and return it in the enclosed postage-paid envelope. IF YOU VOTE BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR DIRECTION CARD. YOUR INTERNET OR TELEPHONE INSTRUCTIONS WILL AUTHORIZE THE TRUSTEE IN THE SAME MANNER AS IF YOU RETURNED A SIGNED DIRECTION CARD. THANK YOU FOR VOTING. DIRECTION CARD ROCKWELL INTERNATIONAL CORPORATION SALARIED RETIREMENT SAVINGS PLAN TO: WELLS FARGO BANK, N.A., TRUSTEE You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell International capital stock held for my account in the Rockwell International Corporation Salaried Retirement Savings Plan at the Annual Meeting of Shareowners of Rockwell International Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 6, 2002, and at any adjournment thereof, as follows: TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS CHECK THE BOXES "FOR" EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND RETURN THIS CARD. (continued and to be signed on the other side) - -------------------------------------------------------------------------------- - FOLD AND DETACH HERE - ROCKWELL INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, FEBRUARY 6, 2002 10:00 A.M. THE PFISTER HOTEL 424 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN YOUR VOTE IS IMPORTANT! YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD. IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL INTERNATIONAL'S PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET, GO TO THE FOLLOWING INTERNET ADDRESSES: PROXY STATEMENT: http://www.rockwellautomation.com/invrelations/ pdfs/2002_proxy.pdf ANNUAL REPORT: http://www.rockwellautomation.com/invrelations/ report2001/index.html [WELLS FARGO LOGO] December 27, 2001 TO PARTICIPANTS IN THE: ROCKWELL INTERNATIONAL CORPORATION SALARIED RETIREMENT SAVINGS PLAN ROCKWELL INTERNATIONAL CORPORATION NON-REPRESENTED HOURLY RETIREMENT SAVINGS PLAN ROCKWELL INTERNATIONAL CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR REPRESENTED HOURLY EMPLOYEES ROCKWELL INTERNATIONAL CORPORATION RETIREMENT SaVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES ROCKWELL INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES ROCKWELL COLLINS RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES In connection with the Annual Meeting of Shareowners of Rockwell International Corporation to be held February 6, 2002, enclosed are the following: - Rockwell International Corporation Notice of 2002 Annual Meeting and Proxy Statement - Direction Card and a return envelope The enclosed Direction Card should be used to instruct us with respect to our voting of the shares which we are holding for your account in the Rockwell International Corporation Savings Plans as listed above. You should note that Internet and telephone voting has been made available to you. Please follow the Internet or telephone instructions on the Direction Card or sign, date and return the Direction Card in the enclosed pre-addressed stamped envelope by February 1, 2002 so that we may vote the shares of Rockwell International Corporation that are held for your account in accordance with your instructions. If you do not properly complete your Internet or telephone vote or properly complete and return the enclosed Direction Card by the above date, Wells Fargo Bank, N.A., as Trustee, will vote such shares as it deems proper. Sincerely, /s/ Kristin L. Wahlstrom Kristin L. Wahlstrom Vice President


					Percent of
Title of Class	Name and Address of Beneficial Owner	Shares			Class⁽¹⁾

Common Stock	Fidelity Management Trust Company, as Trustee⁽²⁾300 Puritan Way Marlborough, MA 01752		10,253,042	⁽²⁾		6.1	%


⁽¹⁾		The percent of class owned has been computed in accordance withRule 13d-3(d)(1) under the Securities Exchange Act.


		Barry C. Johnson, Ph.D. Director Since 2005 Age 63 Retired Dean, College of Engineering, Villanova University. Dr. Johnson served as Dean, College of Engineering, Villanova University from August 2002 until March 2006. He served as Chief Technology Officer of Honeywell International Inc. (diversified technology and manufacturing company) from July 2000 to April 2002. Prior to that, Dr. Johnson served as Corporate Vice President of Motorola, Inc. (global communications company) and Chief Technology Officer for that company’s Semiconductor Product Sector. Dr. Johnson also serves as a director of Cytec Industries Inc. and IDEXX Laboratories, Inc.


		William T. McCormick, Jr. Director Since 1989 Age 62 Retired Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (Diversified Energy). Mr. McCormick served as Chairman of the Board and Chief Executive Officer of CMS Energy Corporation from November 1985 until May 2002. Before joining CMS, he had been Chairman and Chief Executive Officer of American Natural Resources Company (natural gas company) and Executive Vice President and a director of its parent corporation, The Coastal Corporation (energy holding company).


	•	a director is an executive officer or current employee, or an immediate family member of such director is a current executive officer, of a company that has made payments to, or received payments from, the Corporation or any of its subsidiaries for property or services in an amount which in any of the last three fiscal years of the other company does not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues;

	•	a director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another company that is indebted to the Corporation or to which the Corporation is indebted, and the total amount of either company’s indebtedness to the other is less than 2% of the total consolidated assets of each of the Corporation and such other company; or

	•	a director serves as an executive officer of a tax exempt organization and the Corporation’s discretionary charitable contributions (excluding the amount of any matching contributions under the Corporation’s Matching Gifts Program) to the tax exempt organization in any of the last three fiscal years of the tax exempt organization are not more than the greater of $1 million or 2% of the tax exempt organization’s consolidated gross revenues.


			Retainer Fees						Grant Date
	Retainer		Paid in		Retainer Fees				Present Value of
	Fees Paid		Restricted Shares		Paid in		Value of Annual		Stock Option
Name	in Cash⁽²⁾		in Lieu of Cash⁽²⁾		Restricted Shares		Share Award⁽³⁾		Awards⁽⁴⁾

Betty C. Alewine	$	69,000		—	$	27,000	$	32,895	$	30,870
Don H. Davis, Jr.		60,000		—		27,000		32,895		30,870
Verne G. Istock		76,500		—		27,000		32,895		30,870
Barry C. Johnson		68,000		—		27,000		32,895		30,870
William T. McCormick, Jr		72,000		—		27,000		32,675		30,870
Bruce M. Rockwell		74,750		—		27,000		32,675		30,870
David B. Speer		61,688	$	8,813		27,000		32,895		30,870
Joseph F. Toot, Jr.		73,000		—		27,000		32,895		30,870
Kenneth F. Yontz		71,500		—		27,000		32,675		30,870


⁽¹⁾		Does not include cash dividends paid on restricted shares and other benefits discussed below under the headings “Retainer Fees” and “Other Awards and Benefits”.

⁽²⁾		Includes retainer fees for Board and Board Committee service.

⁽³⁾		Based on the closing price of $65.35 of our Common Stock on the NYSE on the date of grant for awards made in restricted shares and the average of the high and low prices of $65.79 of our Common Stock on the NYSE on the date of grant for awards made in non-restricted shares.

⁽⁴⁾		These values are based on the Black-Scholes option pricing model. The value reflects the annual option award for all directors.


	Beneficial Ownership on October 31, 2006
	Shares of					Total		Percent of
Name	Common Stock⁽¹⁾			Options⁽²⁾		Shares⁽¹⁾		Class⁽³⁾

Betty C. Alewine		10,659	⁽⁴⁾		12,500		23,159		—
Don H. Davis, Jr.		82,479	^(4,5)		117,167		199,646		—
Verne G. Istock		10,361	⁽⁴⁾		9,500		19,861		—
Barry C. Johnson		1,763	⁽⁴⁾		2,583		4,346		—
William T. McCormick, Jr.		19,191	⁽⁴⁾		3,500		22,691		—
Keith D. Nosbusch		109,080	^(5,6)		1,213,484		1,322,564		—
Bruce M. Rockwell		42,791	⁽⁴⁾		—		42,791		—
David B. Speer		8,440	⁽⁴⁾		9,500		17,940		—
Joseph F. Toot, Jr.		23,191	⁽⁴⁾		10,834		34,025		—
Kenneth F. Yontz		17,556	⁽⁴⁾		1,500		19,056		—
Theodore D. Crandall		33,063	^(5,6)		192,921		225,984		—
Steven A. Eisenbrown		21,250	^(5,6)		189,056		210,306		—
James V. Gelly		20,064	^(5,6)		84,532		104,596		—
Douglas M. Hagerman		14,050	^(5,6)		75,568		89,618		—
All of the above and other executive officers as a group (25 persons)		622,147	^(4,5,6)		2,749,394		3,371,541		1.95	%


⁽¹⁾		Each person has sole voting and investment power with respect to the shares listed (either individually or with spouse), unless otherwise indicated.

⁽²⁾		Represents shares that may be acquired upon the exercise of outstanding stock options within 60 days.

⁽³⁾		The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance withRule 13d-3(d)(1) under the Securities Exchange Act.

⁽⁴⁾		Includes 8,684; 1,281; 3,461; 1,013; 10,791; 10,791; 6,040; 10,491 and 7,156 shares granted as restricted stock under the 1995 and 2003 Directors Stock Plans or otherwise as compensation for services as directors for Ms. Alewine and Messrs. Davis, Istock, Johnson, McCormick, Rockwell, Speer, Toot and Yontz, respectively.

⁽⁵⁾		Includes shares held under our savings plan as of October 31, 2006. Does not include 589; 777; 1,716; 224; 1,477; and 11,728 share equivalents for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly, Hagerman, and the group, respectively, held under our supplemental savings plan as of October 31, 2006.

⁽⁶⁾		Includes 10,000, 5,000 and 5,000 shares granted as restricted stock under the 2000 Long-Term Incentives Plan for Messrs. Nosbusch, Gelly and Hagerman, respectively, which vest on February 5, 2007, January 5, 2007 and May 1, 2007, respectively, and 11,200, 2,800, 3,400, 3,400, 2,800, and 58,800 shares granted as restricted stock under the 2000 Long-Term Incentives Plan for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly, Hagerman, and the group, respectively, which vest on November 7, 2008.


	Annual Compensation										Long-Term Compensation
											Awards					Payouts
														Securities
														Underlying
											Restricted			Stock		Long-Term
								Other Annual			Stock			Options		Incentive		All Other
Name and Principal Position	Year		Salary		Bonus			Compensation⁽¹⁾			Awards($)⁽²⁾			(Shares)		Payouts		Compensation⁽³⁾

Keith D. Nosbusch		2006	$	896,154	$	1,450,000		$	55,418		$	631,232	⁽⁵⁾		145,500		—	$	23,746
President and Chief		2005		750,385		1,550,000			55,350			—			300,000		—		23,262
Executive		2004		599,231		1,000,000			52,873			308,000	⁽⁶⁾		250,000		—		17,804
Officer⁽⁴⁾
Theodore D. Crandall		2006		411,154		452,000			45,446			157,808	⁽⁵⁾		36,300		—		11,844
Senior Vice President,		2005		349,308		440,000			44,120			—			70,000		—		10,822
Components and Packaged		2004		290,770		320,000			42,196			—			55,000		—		8,723
Applications Group, Rockwell
Automation Control Systems⁽⁷⁾
Steven A. Eisenbrown		2006		421,154		325,000			40,200			191,624	⁽⁵⁾		43,600		—		11,428
Senior Vice President,		2005		357,001		450,000			35,846			—			80,000		—		9,657
Automation		2004		290,771		340,000			35,994			—			65,000		—		7,440
Control and Information Group,
Rockwell Automation Control Systems⁽⁷⁾
James V. Gelly		2006		469,231		451,300			28,273			191,624	⁽⁵⁾		43,600		—		13,217
Senior Vice President and		2005		443,078		500,000			29,775			—			80,000		—		11,963
Chief Financial Officer⁽⁸⁾		2004		315,000		337,000	⁽⁹⁾		130,450	⁽¹⁰⁾		171,200	⁽¹¹⁾		70,000		—		17,835
Douglas M. Hagerman		2006		429,077		411,400			39,292			157,808	⁽⁵⁾		36,300		—		11,873
Senior Vice President,		2005		412,310		460,000			34,208			—			70,000		—		12,139
General Counsel and Secretary⁽¹²⁾		2004		189,235		180,000			4,253			163,450	⁽¹³⁾		40,000		—		—


⁽¹⁾		Represents amounts paid for financial planning, automobile allowance, personal liability insurance, social club memberships, dental and vision care insurance, executive physical exams, leisure activities for spouses at Board retreats and taxgross-ups for social clubs, personal liability insurance and certain other items. The amount of such tax gross-ups for fiscal 2006, 2005 and 2004 were $6,895, $6,682 and $6,419 for Mr. Nosbusch; $8,020, $7,788 and $7,739 for Mr. Crandall; $5,860, $5,177 and $4,674 for Mr. Eisenbrown; $1,673, $1,551 and $40,185 for Mr. Gelly and $4,132, $4,047 and $1,757 for Mr. Hagerman, respectively.

⁽²⁾		As of September 30, 2006, Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman held an aggregate of 21,200, 2,800, 3,400, 8,400 and 7,800 shares of restricted stock, respectively, with an aggregate value of $1,231,720; $162,680; $197,540; $488,040 and $453,180, respectively (based on the closing price of our Common Stock on the NYSE on September 30, 2006 ($58.10)). The Named Officers also received grants of performance shares during fiscal 2006. Further information on the grants of performance shares is provided in the Long-Term Incentive Awards table below.

⁽³⁾		Amounts contributed or accrued for the Named Officers under our savings plans and related supplemental savings plans and, in fiscal 2004, $15,000 paid to Mr. Gelly for consulting services provided to us prior to commencement of his employment on January 5, 2004.

⁽⁴⁾		President and Chief Executive Officer since February 2004; Senior Vice President and President, Rockwell Automation Control Systems prior thereto; Chairman of the Board since February 2005.

⁽⁵⁾		Represents the grant of 11,200, 2,800, 3,400, 3,400 and 2,800 restricted shares of our Common Stock for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman, respectively. The restricted stock vests on November 7, 2008. The value set forth is based on the closing price of our Common Stock on the grant date, November 7, 2005, which was $56.36. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. All grants were made under the 2000 Long-Term Incentives Plan. Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman received cash dividends of $10,080, $2,520, $3,060, $3,060 and $2,520 during fiscal year 2006, respectively, related to these restricted shares. Upon a change of control, all restrictions on restricted stock will immediately lapse.


⁽¹⁾		Exercisable in three substantially equal installments beginning one year from the grant date.

⁽²⁾		These values are based on the Black-Scholes option pricing model which produces a per share option value of $17.47, computed using the following assumptions and inputs:


			Dividend			Interest
Grant Date	Volatility		Yield			Rate			Expected Life (Years)

11/07/05		.32		1.56	%		4.33	%		5.3


	Number of Shares,				Estimated Future Payouts
	Units or Other		Performance or Other		Under Non-Stock Price-Based Plans⁽¹⁾
Name	Rights (#)		Period Until Payout		Threshold (#)		Target (#)		Maximum (#)

Keith D. Nosbusch		25,800		10/1/05-9/30/08		0		25,800		51,600
Theodore D. Crandall		6,500		10/1/05-9/30/08		0		6,500		13,000
Steven A. Eisenbrown		7,700		10/1/05-9/30/08		0		7,700		15,400
James V. Gelly		7,700		10/1/05-9/30/08		0		7,700		15,400
Douglas M. Hagerman		6,500		10/1/05-9/30/08		0		6,500		13,000


⁽¹⁾		The amounts shown are the number of shares of our Common Stock that may be issued if performance goals are achieved. The payout in respect of these performance shares will be made in shares of our Common Stockand/or cash (generally calculated based on the closing price of our Common Stock on the trading day preceding the payout date), in an amount determined based on the total shareowner return of our Common Stock, assuming reinvestment of all dividends, compared to the Standard & Poor’s 500 Index for the period from October 1, 2005 to September 30, 2008, if the grantee continues as an employee for that period (subject to provisions relating to the grantee’s death, disability or retirement or a change of control of the Corporation). The payouts will be at zero, the target amount and the maximum amount if our shareowner return is equal to or less than the 30th percentile, equal to the 60th percentile and equal to or greater than the 75th percentile of the Standard & Poor’s 500 Index, respectively, over the applicable three-year period, with the payout interpolated for results between those percentiles. The potential value of a payout will fluctuate with the market value of our Common Stock. At the date of the grant of these awards on November 7, 2005, the closing price of our Common Stock on the NYSE was $56.36. On October 31, 2006, the closing price of our Common Stock was $62.00.


					Number of Unexercised				Value of Unexercised
	Shares				Options Held at				In-the-Money Options Held
	Acquired on		Value		September 30, 2006				at September 30, 2006⁽¹⁾
Name	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

Keith D. Nosbusch		—	$	—		1,014,985		428,835	$	38,581,277	$	5,520,700
Theodore D. Crandall		64,935		3,601,789		139,155		101,301		4,520,937		1,282,270
Steven A. Eisenbrown		78,915		4,003,251		126,190		118,601		3,962,490		1,490,800
James V. Gelly		30,000		1,005,153		43,332		120,268		776,308		1,389,956
Douglas M. Hagerman		9,863		359,588		40,136		96,301		766,510		1,064,650


⁽¹⁾		Based on the closing price on the NYSE of our Common Stock on September 30, 2006 ($58.10).


Performance Measure	Goal	Performance Achieved

Revenue	$5.3 billion	$5.6 billion
Earnings per share from continuing operations before accounting change	$3.05	$3.49
Free cash flow⁽¹⁾	$280 million	$324 million
Return on invested capital⁽²⁾	20.0% after-tax	22.2% after-tax


⁽¹⁾		We define free cash flow, an internal performance measure, as cash provided by operating activities ($426.2 million in 2006), plus excess income tax benefit from stock option exercises ($47.4 million in 2006), minus capital expenditures ($150.1 million in 2006). In the first quarter of fiscal 2006, we adopted SFAS 123(R), which requires that we report excess tax benefits related to share-based compensation as a financing cash flow rather than as an operating cash flow. We have added this benefit back to our operating cash flow to present free cash flow on a basis that is consistent with our historical presentation. Our definition of free cash flow, which is a non-GAAP financial measure, takes into consideration the capital investment required to maintain the operations of our businesses and execute our strategy. Our definition of free cash flow may be different from definitions used by other companies. Free cash flow includes the effect of our $450 million voluntary contribution to our U.S. pension plan. The contribution was considered in establishing the 2006 goal.

⁽²⁾		For a complete definition and explanation of our calculation of return on invested capital, see Supplemental Financial Information on page 25.


	2001		2002		2003		2004		2005		2006

Rockwell Automation*	$	100.00	$	114.71	$	190.48	$	286.37	$	397.31	$	442.67
S&P Composite—500		100.00		79.51		98.91		112.63		126.43		140.08
S&P Electrical Components & Equipment		100.00		90.78		125.32		154.72		192.63		223.00
Cash dividends per common share		0.93		0.66		0.66		0.66		0.78		0.90


Average
Annual	Years of Credited Service
Earnings⁽¹⁾	5 Years		10 Years		15 Years		20 Years		25 Years		30 Years⁽²⁾		35 Years		40 Years

$ 250,000	$	17,442	$	34,884	$	52,327	$	69,769	$	87,211	$	104,653	$	122,095	$	136,470
500,000		36,192		72,384		108,577		144,769		180,961		217,153		253,345		283,345
750,000		54,942		109,884		164,827		219,769		274,711		329,653		384,595		430,220
1,000,000		73,692		147,384		221,077		294,769		368,461		442,153		515,845		577,095
1,500,000		111,192		222,384		333,577		444,769		555,961		667,153		778,345		870,845
2,000,000		148,692		297,384		446,077		594,769		743,461		892,153		1,040,845		1,164,595
2,500,000		186,192		372,384		558,577		744,769		930,961		1,117,153		1,303,345		1,458,345
3,000,000		223,692		447,384		671,077		894,769		1,118,461		1,342,153		1,565,845		1,752,095


⁽¹⁾		Average annual earnings includes salary and annual bonus. The calculation of retirement benefits under the plans generally is based upon average earnings for the highest five years of the ten years preceding retirement. The credited years of service for Messrs. Nosbusch, Crandall, Eisenbrown, Gelly and Hagerman are 33, 20, 31, 3 and 3.

⁽²⁾		Employees of the Corporation hired before January 1, 1993 who were part of our corporate staff at the time of the spin-off of our former Rockwell Collins avionics and communications business on June 29, 2001, including Mr. Nosbusch, but not Messrs. Crandall, Eisenbrown, Gelly or Hagerman, are entitled to receive the benefits set forth above or, if higher, the benefits under our corporate retirement plan existing at June 29, 2001. For Mr. Nosbusch (who has 33 credited years of service), the benefits under our corporate retirement plan existing at June 29, 2001 would be higher in the “30 Years” column under Years of Credited Service, but not under the “35 Years” or “40 Years” columns. The estimated annual retirement benefits payable at age 65 on a straight life annuity basis to participants under our corporate retirement plan existing at June 29, 2001, including Mr. Nosbusch, at 30 years of credited service and the earnings classifications indicated below, are as follows:


Earnings	Benefits

$1,000,000	$	469,798
1,500,000		707,298
2,000,000		944,798
2,500,000		1,182,298
3,000,000		1,419,798


	Year Ended
	September 30,
	2006		2005

Audit Fees
Integrated Audit of Consolidated Financial Statements and Internal Control over Financial Reporting	$	3.8		—
Annual Audit		—	$	2.7
Sarbanes-Oxley Internal Control over Financial Reporting Attestation		—		1.2
Statutory Audits		1.6		1.4

Audit-Related Fees
Employee Benefit Plan Audits and Other Audits		0.3		0.3
Divestiture Related Audit Services		1.1		—
Enterprise Resource Planning Internal Control Review		0.2		—

Tax Fees
Compliance		—		0.2
Other Consulting		—		—

All Other Fees		—		—

Total	$	7.0	$	5.8


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	ROKAU1	KEEP THIS PORTION FOR YOUR RECORDS

	DETACH AND RETURN THIS PORTION ONLY


Vote On Proposal		For	Against	Abstain
(B)	Approve the selection of independent registered public accounting firm:	o	o	o


For address changes and/or comments, please check this box and write them on the back where indicated		o


	Yes	No
Please indicate if you plan to attend this meeting. We will send you an admittance card.	o	o


Signature [PLEASE SIGN WITHIN BOX] Date		Signature (Joint Owners) Date