2003 Committee Charter : ROK

ROCKWELL AUTOMATION, INC.
COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE CHARTER
(December 3, 2003)


Purpose

The Compensation and Management Development Committee has been constituted by the Board of Directors to discharge the Board's responsibilities relating to compensation of the Corporation's officers and directors and the Corporation's incentive-compensation plans and equity-based plans.

Composition and Qualifications

The Compensation and Management Development Committee shall consist of at least three members, one of whom shall be designated the chairman, and each of whom shall meet the criteria for independence required by the New York Stock Exchange (NYSE). The members and the chairman of the Compensation and Management Development Committee shall be appointed by the Board on the recommendation of the Board Composition and Governance Committee. Members of the Compensation and Management Development Committee may be replaced by the Board.

Duties and Responsibilities

The Compensation and Management Development Committee shall have direct responsibility to:

1. Fix salaries of all corporate officers, and review annually the salary plan for other executives in senior general management positions.

2. Annually review and make recommendations to the Board of Directors with respect to the compensation of directors, including through equity-based plans, in accordance with the policies and principles set forth in the Corporation's Guidelines on Corporate Governance.

3. Evaluate the performance of the Corporation's senior executives and plans for management succession and development.

4. Review the design and competitiveness of and make recommendations to the Board with respect to non-CEO compensation and the Corporation's incentive-compensation plans and equity-based plans.

5. Administer the Corporation's incentive, deferred compensation, stock option and long-term incentives plans pursuant to the terms of the respective plans.

6. Have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and have sole authority to approve the consultant's fees and other retention terms. Have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

7. Annually review and approve corporate goals and objectives, evaluate the Corporation's performance and the CEO's performance in light of those goals and objectives, and, either as a committee or together with other independent directors (as determined by the Board), determine and approve the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation and Management Development Committee will consider the Corporation's performance and relative shareowner return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

8. Prepare the compensation committee report on executive compensation as required by the rules of the Securities and Exchange Commission for inclusion in the Corporation's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission and review the compensation section of the proxy statement.

9. Make regular reports to the Board of Directors.

10. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. Annually review its own performance.

11. Such other duties and responsibilities as may be assigned to the Committee by the Board of Directors or as designated in plan documents.

Structure and Operations

The Compensation and Management Development Committee shall meet at least three times a year, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable.

The Committee may form and delegate authority to subcommittees when appropriate.

The Committee is governed by the rules regarding meetings and quorum and manner of acting as set forth in the Corporation's By-laws. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, the Corporation's Guidelines on Corporate Governance, or as required by law, regulations or NYSE Listing Standards.