8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2004

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

1025 West NASA Blvd., Melbourne, FL	32919
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

No Change

(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     1. Employment Agreement.

          On December 3, 2004, the Board of Directors of Harris Corporation (“Harris” or the “Company”) approved, and Harris and Howard L. Lance entered into, a letter agreement (the “Letter Agreement”) providing for Mr. Lance’s continued employment as Harris’ Chief Executive Officer, President, a director and Chairman of the Board of Directors. The terms of Mr. Lance’s employment by Harris will be governed by the Letter Agreement starting January 20, 2005, following the expiration on January 19, 2005 of the existing Executive Employment Agreement, dated as of January 20, 2003, by and between Harris and Mr. Lance and all obligations under that agreement. The following brief description summarizes the material terms and conditions of the Letter Agreement. This summary description is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

          The Letter Agreement provides for an indefinite term of employment commencing on January 20, 2005 and ending on termination of Mr. Lance’s employment either by Harris with or without Cause (as defined in the Letter Agreement), or upon Mr. Lance’s resignation for Good Reason (as defined in the Letter Agreement), death, Disability (as defined in the Letter Agreement), or other resignation or retirement.

          In the event Mr. Lance’s employment is terminated by Harris without Cause, which Harris shall be entitled to do upon thirty (30) days prior written notice, or by Mr. Lance for Good Reason, then Mr. Lance would be entitled to receive from Harris (i) continuation of his then current Base Salary (which is periodically set by a resolution of Harris’ Board of Directors) for a period of two (2) years; (ii) his pro rated bonus under Harris’ Annual Incentive Plan for the year of termination; (iii) without duplication, his accrued but unpaid Base Salary through the date of termination, his earned but unpaid bonus under Harris’ Annual Incentive Plan for the prior fiscal year, reimbursement of reasonable business expenses incurred prior to the date of termination, and other or additional compensation benefits in accordance with the terms of applicable Harris plans or employee benefit programs of the Company for terminated employees; (iv) continued participation in the medical, dental, hospitalization, short-term and long-term disability, and group life insurance coverage plans of Harris in which he was participating on the date of termination until twenty-four (24) months following such date of termination (or, if earlier, until the date or dates on which he receives comparable coverage and benefits under the plans and programs of a subsequent employer); (v) during the two (2) year period following termination and notwithstanding the terms and conditions of his stock option and restricted stock agreements, continued vesting of his unvested restricted stock and/or options, and as to vested stock options, continued exercisability until the date which is three (3) months after such two-year period; (vi) prorated vesting of his outstanding performance share awards pursuant to Harris’ performance targets and resultant performance; and (vii) outplacement services at Harris’ expense for up to one (1) year following the date of termination in accordance with the practices of Harris as in effect from time to time for senior executives.

          In the event Mr. Lance’s employment is terminated by Harris for Cause or upon Mr. Lance’s resignation other than for Good Reason, death, Disability, or retirement, then Mr. Lance (or his estate or legal representative, as appropriate) shall be entitled to receive from Harris his accrued but unpaid Base Salary through the date of termination, his earned but unpaid bonus under Harris’ Annual Incentive Plan for the prior fiscal year, reimbursement of reasonable business expenses incurred prior to the date of termination, and other compensation benefits in accordance with the terms of applicable Harris plans or employee benefit programs for terminated employees. In the event Mr. Lance’s employment is terminated as a result of his death or Disability, he shall also be entitled to other compensation benefits in accordance with the terms of applicable Harris plans for employees that die or become disabled, as appropriate.

          In the event of a change in control of Harris (which, as provided in the Letter Agreement, is defined in the Executive Severance Agreement, dated as of January 20, 2003, by and between Harris and Mr. Lance), and if Mr. Lance’s employment terminates under the circumstances provided under such Executive Severance Agreement, then Mr. Lance shall be entitled to the compensation and benefits provided under such Executive Severance Agreement in lieu of any compensation or benefits receivable by him under the Letter Agreement.

          The Letter Agreement also provides that, without Harris’ written consent, Mr. Lance may not (i) associate with or hold a 5% or greater equity, voting or profit participation interest in a Competitive Enterprise (as defined in the Letter Agreement) during his employment with Harris and for a one-year period following termination of his employment for any reason (or a two-year period if he is receiving severance from Harris); or (ii) during his employment with Harris and for a

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two-year period following termination of his employment for any reason, Solicit (as defined in the Letter Agreement) any Customer (as defined in the Letter Agreement) or any employee of Harris to leave Harris.

          As noted above, the Letter Agreement modified the terms and conditions of Mr. Lance’s current stock option agreements by extending the vesting of such options for the two (2) year period following the date of his termination by Harris without Cause or by Mr. Lance for Good Reason and extending the exercisability of such options until the date which is three (3) months after such two-year period.

     2. Modification of Directors’ Compensation.

          On December 3, 2004, on the recommendation of the Corporate Governance Committee, the Board of Directors of Harris (“Board”) approved several changes to the compensation payable to directors as part of its ongoing, periodic review of its director compensation and benefits programs. The changes include: (1) changes to the annual cash retainer and attendance fees and elimination of the $5,000 per annum tax preparation and estate planning services reimbursement benefit; (2) an amendment to the Harris Corporation 2000 Stock Incentive Plan to eliminate the automatic grant of an option to purchase 2,000 shares of Harris common stock upon a director’s initial election to the Harris Board and to eliminate the automatic annual grant to non-employee directors of options to purchase 2,000 shares of Harris common stock; and (3) an amendment to the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan and the adoption of the Harris Corporation 2005 Directors’ Deferred Compensation Plan.

          A description of these items follows below.

          a. Directors’ Annual Cash Retainer and Attendance Fees.

               On December 3, 2004, the Board adopted a resolution approving the cash compensation payable to non-employee directors for periods after January 1, 2005. Such non-employee directors will receive the following fees, as applicable, for their services on the Harris Board:

          • $55,000 basic annual cash retainer, payable on a quarterly basis, increased from $30,000;

          • $10,000 annual cash retainer, payable on a quarterly basis, for service as the chairperson of the Audit Committee (no change);

          • $5,000 annual cash retainer, payable on a quarterly basis, for service as the chairperson of each standing committee of the Board other than the Audit Committee (no change);

          • $2,000 attendance fee for each Board meeting or telephonic meeting, increased from $1,200; and

          • $2,000 attendance fee for each meeting or telephonic meeting of each standing committee of the Board and for attendance at any other event for or on behalf of Harris, increased from $1,500.

     Non-employee directors will no longer be eligible to receive any payment for, or reimbursement of, estate planning services or tax preparation expenses.

          b. Amendment of Harris Corporation 2000 Stock Incentive Plan.

               On December 3, 2004, the Board adopted an amendment to the Harris Corporation 2000 Stock Incentive Plan. The amendment provides for: (1) elimination of the automatic grant of an option to purchase 2,000 shares of Harris common stock upon a non-employee director’s initial election or appointment to the Harris Board; and (2) elimination of the automatic annual grant to non-employee directors of options to purchase 2,000 shares of Harris common stock on the date of each Annual Meeting of Shareholders of the Company.

               The foregoing summary description of the amendment to the Harris Corporation 2000 Stock Incentive Plan is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of Amendment No. 1 to Harris Corporation 2000 Stock Incentive Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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          c. Amendment of Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan and Adoption of Harris Corporation 2005 Directors’ Deferred Compensation Plan.

               Under the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (the “1997 Directors’ Plan”), on January 1 of each year each non-employee director was credited with 1,000 Harris stock equivalent units, which number could be changed from time to time by the Board. In addition, under the 1997 Directors’ Plan, each non-employee director could make an irrevocable election prior to the start of a calendar year to defer all or a portion of his or her fees for the subsequent fiscal year.

               On December 3, 2004, the Board adopted an amendment to the 1997 Directors’ Plan that provides, effective December 31, 2004, that no further deferrals of director compensation shall be permitted and no further annual awards of Harris stock equivalent units shall be granted under the 1997 Directors’ Plan.

               The foregoing summary description of the amendment to the 1997 Directors’ Plan is not complete and is qualified in its entirety by, and should be read in conjunction with, the text of Amendment No. 3 to Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

               On December 3, 2004, the Board adopted the Harris Corporation 2005 Directors’ Deferred Compensation Plan (the “2005 Directors’ Plan”). Under the terms of the 2005 Directors’ Plan, on January 1, April 1, July 1, and October 1 (each such day an “Award Date”) of each year, commencing April 1, 2005, Harris shall credit each non-employee director’s ledger account with a number of Harris stock equivalent units having a fair market value equal to $24,000 (for an initial annual rate of $96,000), which amount may be changed from time to time by the Board. In addition, under the 2005 Directors’ Plan, prior to the commencement of a calendar year each non-employee director may make an irrevocable election to defer all or a portion of his or her director compensation for the subsequent year or years. Amounts deferred at the election of the non-employee director may be invested in investment alternatives similar to those available under the Harris Corporation 401(k) Retirement Plan or in Harris stock equivalent units, pursuant to which a non-employee director’s account is credited with a number of units of Harris stock equivalents based upon the fair market value of Harris common stock on the date of deferral. A non-employee director may not make an election to transfer or reallocate amounts invested in other investments into Harris stock equivalents. In addition, once amounts are credited in Harris stock equivalents, they may not be reallocated into any other investment alternatives and are payable only in cash and only following the non-employee director’s resignation, retirement, or death. Each Harris stock equivalent unit is credited with dividend equivalents, which are deemed reinvested in additional Harris stock equivalent units.

               Amounts invested in Harris stock equivalents shall be appropriately adjusted in the event of any stock dividend or split, recapitalization, merger, spin-off, extraordinary dividends, or other similar events.

               A non-employee director may elect to receive amounts deferred under the 2005 Directors’ Plan, including amounts mandatorily deferred in the form of Harris stock equivalent units, either in a cash lump sum on a date certain within five years of his or her resignation or retirement or in annual substantially equal cash installments over a designated number of years beginning on a date certain within five years of a director’s resignation or retirement, provided that all amounts are fully paid within ten years of resignation or retirement.

               Within ninety (90) days of a Change of Control (as defined in the 2005 Directors’ Plan), and to the extent permitted by the regulations adopted under the American Jobs Creation Act of 2004, each non-employee director (or former non-employee director) will receive a lump sum cash payment equal to the then remaining balance in his or her account.

               The foregoing summary description of the 2005 Directors’ Plan is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the 2005 Directors’ Deferred Compensation Plan, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

               Harris has also amended the Harris Corporation Master Rabbi Trust Agreement, dated as of December 2, 2003, between Harris and The Northern Trust Company, to add the 2005 Directors’ Plan as a “participating plan.” The Master Rabbi Trust was also amended to include the Harris Corporation 2005 Supplemental Executive Retirement Plan as a “participating plan” upon adoption of that plan. A copy of the Second Amendment to the Harris Corporation Master Rabbi Trust Agreement, dated as of December 3, 2004, is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

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     Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     As described under Item 1.01 of this Current Report on Form 8-K, on January 19, 2005, the Executive Employment Agreement, dated as of January 20, 2003, by and between Harris and Mr. Lance and all obligations under that agreement will expire and be of no further force and effect, and that agreement will be superseded in its entirety by the terms of the Letter Agreement. A copy of such Executive Employment Agreement is filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2003.

     Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial statements of business acquired. Not applicable.
(b)	Pro forma financial information. Not applicable.
(c)	Exhibits.

     The following exhibits are filed herewith:

10.1	Letter Agreement, dated as of December 3, 2004, by and between Harris Corporation and Howard L. Lance.
10.2	Amendment No. 1 to Harris Corporation 2000 Stock Incentive Plan, dated as of December 3, 2004.
10.3	Amendment No. 3 to Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan, dated as of December 3, 2004.
10.4	Harris Corporation 2005 Directors’ Deferred Compensation Plan, dated as of December 3, 2004.
10.5	Second Amendment to the Harris Corporation Master Rabbi Trust Agreement, dated as of December 3, 2004.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRIS CORPORATION
	By:	/s/ Scott T. Mikuen
		Name:	Scott T. Mikuen
Date: December 8, 2004		Title:	Vice President-Associate General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Letter Agreement, dated as of December 3, 2004, by and between Harris Corporation and Howard L. Lance.
10.2	Amendment No. 1 to Harris Corporation 2000 Stock Incentive Plan, dated as of December 3, 2004.
10.3	Amendment No. 3 to Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan, dated as of December 3, 2004.
10.4	Harris Corporation 2005 Directors’ Deferred Compensation Plan, dated as of December 3, 2004.
10.5	Second Amendment to the Harris Corporation Master Rabbi Trust Agreement, dated as of December 3, 2004.

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EX-10.1

Exhibit 10.1

December 3, 2004

Howard L. Lance
Chairman, President and
Chief Executive Officer
Harris Corporation
1025 W. NASA Boulevard
Melbourne, Florida 32919

     Re:     Employment by Harris Corporation

Dear Howard,

     Regarding your employment by Harris Corporation (the “Corporation”), we have agreed as follows:

1. The Executive Employment Agreement between you and the Corporation dated January 20, 2003 and all obligations under that agreement will expire and be of no further force and effect on January 19, 2005.

2. After January 19, 2005 the terms of your employment will be governed by the terms of this letter agreement which shall have an indefinite term subject to amendment or termination on one year written notice by either you or a representative of the Harris Corporation Board of Directors.

3. During the Term of Employment (as defined below), and subject to Section 4 below, you shall serve as Chief Executive Officer, President, a Director, and Chairman of the Board, subject to the Corporation’s succession and retirement practices upon your attaining of the age of sixty-five in the case of a Chief Executive Officer. During the Term of Employment you agree to devote your full and exclusive business and working time, skill, attention, and energy diligently to perform the duties assigned to you by the Corporation’s Board of Directors. Notwithstanding the preceding obligation, you are permitted to join up to two public-company boards provided they have no conflict of interest and do not compete with the Corporation. For purposes of this agreement, “Term of Employment” shall mean the period starting January 20, 2005 and ending on the termination of your employment as set forth in Section 4.

4. Your employment may be terminated as follows: (1) by the Corporation with or without Cause (as defined below); (2) upon your Death; (3) upon your Disability (as defined below); (4) upon your resignation for Good Reason (as defined below), or (5) upon your resignation or retirement.

a. Termination for Cause: In order to terminate your employment for Cause, the Corporation must deliver to you at your office address a Notice of Termination given within ninety (90) days after the Board both (i) has actual knowledge of

conduct or an event allegedly constituting Cause, and (ii) has reason to believe that such conduct or event could be grounds for Cause. For purposes of this letter agreement a “Notice of Termination” shall mean a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board, excluding you, at a meeting called for the purpose of determining that you have engaged in conduct which constitutes Cause (and at which you had a reasonable opportunity, in consultation with your counsel, to be heard before the Board prior to such vote).

For purposes of this letter agreement “Cause” shall have the meaning set forth in Section 1(b)(1) and (2) of the Severance Agreement between you and the Corporation dated January 20, 2003 and “Cause” shall also include a breach of this letter agreement by you.

In the event of termination of your employment by the Corporation for Cause, you shall only be entitled to:

(i)	any accrued but unpaid Base Salary (as defined by a resolution of the Board of Directors) through your date of termination;
(ii)	any earned but unpaid annual incentive bonus under the Corporation’s Annual Incentive Plan or the successor to such plan (referred to herein as the “AIP”) for the prior fiscal year;
(iii)	reimbursement of reasonable business expenses incurred prior to the date of termination; and
(iv)	other or additional compensation benefits, if any, in accordance with the terms of applicable plans or employee benefit programs of the Corporation for terminated employees, including the terms and conditions governing stock options, performance shares and restricted stock.

b.	Death or Disability. In the event of your Death or Disability your employment shall be automatically terminated as of the date of such Death or determination of Disability and you, or your estate or legal representative, as appropriate, shall be entitled to the amounts referred to in paragraph a. of this Section 4 for employees that die or become disabled.
	For purposes of this letter agreement, “Disability” shall mean that you qualify for long-term “disability” in the Long-Term Disability Plan sponsored by the Corporation in which you participate at the time the determination of Disability is made.
c.	Termination by Corporation Without Cause or by you for Good Reason. If the Corporation should terminate your employment without Cause, (which the Corporation shall be entitled to do upon thirty (30) days prior written notice), or in the event you terminate employment for Good Reason, your exclusive compensation and remedy hereunder shall be to receive from the Corporation:

(i) continuation of Base Salary for a period of two years;

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(ii)	AIP bonus for the year of termination as approved by the Board, pursuant to the Corporation’s policy for prorating such award for retiring employees;
(iii)	without duplication, the amounts referred to in paragraph a. (i) — (iv) of this Section 4;
(iv)	continued participation in the medical, dental, hospitalization, short-term and long-term disability, and group life insurance coverage plans of the Corporation (“Welfare Plans”) in which you were participating on the date of the termination of your employment until the earlier of:

(a) the end of the 24-month period following your termination of employment; and

(b) the date, or dates, you receive comparable coverage and benefits under the plans and programs of a subsequent employer;

provided, however, if under terms of any such Welfare Plan you cannot continue to participate in the Corporation’s Welfare Plans, the Corporation shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted; and provided further, however, nothing herein shall be deemed to limit any amounts or benefits to which you are otherwise entitled under the terms of or pursuant to COBRA;

(v)

during such two year period and notwithstanding the terms and conditions of the restricted stock or stock option agreements, pursuant to the Harris Corporation 2000 Stock Incentive Plan (referred to herein as the “SIP”), continued vesting of such restricted stock or options in accordance with the relevant anniversary dates; and, as to vested stock options, exercisable on or before three months after such two year period, provided however, continued compliance with your obligations of non-competition and non-solicitation as specified in Sections 5 and 6, respectively, is a condition of such continued vesting. In the event you breach your non-competition and non-solicitation obligations, in addition to any other remedies available to the Corporation, such vesting shall cease.

(vi) prorated vesting of outstanding performance share awards pursuant to the Corporation’s SIP and SIP performance targets and resultant performance as approved by the Board, pursuant to the Corporation’s existing polices for prorating such awards for retiring employees; and

(vii) outplacement services at the Corporation’s expense for a period of up to one year following the date of termination of employment in accordance with the practices of the Corporation as in effect from time to time for senior executives.

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You must, within ninety (90) days after you have actual knowledge of the occurrence of an event or circumstances which would give your reason to believe constitutes Good Reason, give thirty (30) days prior written notice of your intent to terminate employment for Good Reason which notice sets forth the event or circumstances believed to constitute Good Reason. Upon receipt of such notice, the Corporation shall have thirty (30) days to cure its conduct, to the extent such cure is possible.

d. For purposes of this letter agreement, “Good Reason” shall mean any of the following (without your express written consent):

(i)	a reduction in the amount of your then current Base Salary or target AIP, other than any reduction that is also applicable to the other senior executives of the Corporation;
(ii)	the removal of, or failure to elect or reelect you as President or Chief Executive Officer or Chairman of the Board of the Corporation provided however, (1) the failure to elect you as Chairman of the Board shall not constitute Good Reason if such failure results from any law, regulation or listing requirement to the effect that the positions of Chairman of the Board and Chief Executive Officer shall not be held by the same individual or that the Chairman of a Corporation shall be independent; and (2) the failure to elect you as President if necessary for purposes of succession planning for your successor;
(iii)	the assignment to you of duties or responsibilities which are materially inconsistent with your position;
(iv)	any requirement by the Corporation that you relocate to Corporation headquarters which are more than 50 miles from where such headquarters are located as of the date of this letter; and
(v)	notice of any amendment of Section 4.c. and 4.d. or termination by the Board of Directors of this agreement under Section 2 without your prior written consent.

e. Termination without Good Reason. In the event of a termination of employment by you without Good Reason (other than a termination due to Death or Disability), you shall have the same entitlements as provided in paragraph a. of this Section 4 for termination for Cause.

5. During your employment with the Corporation and for a period of one year (or a period of two years if you are receiving severance compensation from the Corporation) after the date your employment is terminated for whatever reason, you will not directly or indirectly (without the Corporation’s written consent):

a. hold a 5% or greater equity (including stock options whether or not exercisable), voting or profit participation interest in a Competitive Enterprise (as hereinafter defined), or

b. associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise and in connection with your association

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engage, or directly or indirectly manage or supervise personnel engaged, in any activity:

(i) that is substantially related to any activity that you were engaged in with the Corporation or its affiliates during the 12 months prior to the date of termination,

(ii) that is substantially related to any activity for which you had direct or indirect managerial or supervisory responsibility with the Corporation or its affiliates during the 12 months prior to the date of termination, or

(iii) that calls for the application of specialized knowledge or skills substantially related to those used by you in your activities with the Corporation or its affiliates during the 12 months prior to the date of termination.

	For purposes of this letter agreement, “Competitive Enterprise” means any business enterprise that either (A) engaged in any activity that competes anywhere with any activity that the Corporation or its affiliates is then engaged in or (B) holds a 5% or greater equity, voting or profit participation interest in any enterprise that engages in such a competitive activity.
6.	During your employment with the Corporation, and for a two year period after your employment is terminated by the Corporation or by you for any reason, you shall not, in any manner, directly or indirectly (without the prior written consent of the Corporation: (i) Solicit (as hereinafter defined) any Customer (as hereinafter defined) to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Corporation, (ii) transact business with any Customer that would cause you to be a Competitive Enterprise, (iii) interfere with or damage any relationship between the Corporation and a Customer or (iv) Solicit anyone who is then an employee of the Corporation (or who was an employee of the Corporation within the prior 12 months) to resign from the Corporation or to apply for or accept employment with any other business or enterprise.
	For purposes of this letter agreement, a “Customer” means any customer or prospective customer of the Corporation or its affiliates whose identity became known to you in connection with your relationship with or employment by the Corporation or its affiliates, and “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invite, advises, encourages or requests any person to take or refrain from taking any action.
7.	In the event your employment is terminated for other than Cause, you shall not be required to mitigate any payment or benefits provided to you by the Corporation by seeking other employment.
8.	In the event of a change in control of the Corporation (as defined in the Executive Severance Agreement dated January 20, 2003), you shall be entitled to the compensation and benefits provided under the Executive Severance Agreement if your employment terminates under the circumstances provided under the Executive Severance Agreement provided, however, such compensation and benefits shall be in lieu of any compensation or benefits receivable by you under this letter agreement.

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9.	Notwithstanding anything herein to the contrary, it shall be a condition to you receiving any cash payments or benefits referred to in Section 4 that you shall have (i) executed and delivered to the Corporation a release of claims against the corporation, such release to be in the Corporation’s then standard form of release and (ii) executed and delivered to the Corporation resignations of all officer and director positions you hold with the Corporation or its subsidiaries.
10.	You acknowledge that you have received the advice of counsel with respect to the matters contemplated in this agreement and the corporation has agreed to pay directly legal fees and expenses to a maximum of $10,000.
11.	This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without reference to rules relating to conflicts of law.
12.	Your employment pursuant to this letter agreement is not a guarantee of employment. As stated in this letter agreement, the Corporation may terminate your employment, provided, however, that in certain instances as specified in Section 4, such termination may require the Corporation to provide compensation or other benefits to you.
13.	This is the entire letter agreement between you and the Corporation with respect to the subject matters hereof and supersedes all prior understandings and agreements as to employment of you by the Corporation.
14.	Except pursuant to Section 2 this letter agreement cannot be amended, changed or modified without the written consent of you and the Corporation.
15.	If any one or more of the provisions contained in this letter agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
16.	This letter agreement shall be binding to any and all successors to the Corporation.

Sincerely, Harris Corporation Board of Directors
/s/  Joseph L. Dionne
By:	Joseph Dionne
	Chairperson of the Management Development and
	Compensation Committee

Agreed to and accepted:

/s/  Howard Lance	Date     12/03/04
Howard L. Lance

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EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 1
TO
HARRIS CORPORATION
2000 STOCK INCENTIVE PLAN

     WHEREAS, Harris Corporation, a Delaware corporation (the “Company”), has heretofore adopted and maintains the Harris Corporation 2000 Stock Incentive Plan (the “Plan”) to provide long-term incentive awards to officers, directors, employees and consultants (capitalized terms not defined in this amendment having the meanings ascribed to them in the Plan); and

     WHEREAS, the Company desires to amend Section 10.1 of the Plan to discontinue the automatic grant of Options to Non-employee Directors.

     NOW THEREFORE, pursuant to the power of amendment contained in Section 12 of the Plan, the Plan hereby is amended, effective as of December 3, 2004, as follows:

1.	Section 10.1(a) of the Plan is amended to read in its entirety as follows:
	“10.1 Grants. (a) Initial Grants. Each Non-employee Director who is first elected or appointed to the Board prior to December 3, 2004 shall automatically, subject to adjustment pursuant to Section 3.2 of the Plan, be granted on the date of such election or appointment an Option to purchase 2,000 Shares. All such Options shall be Non-qualified Stock Options. The Option Price shall be one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. On and after December 3, 2004, no Non-employee Director who is first elected or appointed to the Board shall be granted any Options.”
2.	Section 10.1(b) of the Plan is amended to read in its entirety as follows:
	“(b) Annual Options Grants. On the date of the 2000 Annual Meeting of Shareholders and on the date of each Annual Meeting of Shareholders of the Corporation thereafter, through and including the 2004 Annual Meeting of Shareholders of the Corporation, each Non-employee Director shall, subject to adjustment pursuant to Section 3.2 of the Plan, automatically be granted an Option to purchase 2,000 Shares. All such Options shall be Non-qualified Stock Options. The Option Price shall be one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. Following the 2004 Annual Meeting of Shareholders, no Non-employee Director shall be granted any Options on the date of any Annual Meeting of Shareholders of the Corporation.”

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     APPROVED AND AUTHORIZED BY THE BOARD OF DIRECTORS this 3rd day of December, 2004.

	HARRIS CORPORATION
	/s/  Howard Lance
	Howard L. Lance
	Chairman, President and Chief Executive Officer
ATTEST:
/s/  Scott T. Mikuen
Corporate Secretary

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EX-10.3

EXHIBIT 10.3

AMENDMENT NO. 3
TO
HARRIS CORPORATION
1997 DIRECTORS’ DEFERRED COMPENSATION
AND ANNUAL STOCK UNIT AWARD PLAN

     WHEREAS, Harris Corporation, a Delaware corporation (the “Company”), has heretofore adopted and maintains the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (the “Plan”) to provide certain benefits to the members of the Company’s Board of Directors who are not employees of the Company (capitalized terms not defined in this amendment having the meanings ascribed to them in the Plan); and

     WHEREAS, the Plan is classified as a “nonqualified deferred compensation plan” under the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, the American Jobs Creation Act of 2004 added a new Section 409A of the Code which is effective for amounts deferred after December 31, 2004, under certain deferred compensation plans and for amounts deferred under certain non-qualified deferred compensation plans that were in existence on October 3, 2004, and that are materially modified thereafter in a manner not permitted under guidance to be published by the U.S. Treasury Department; and

     WHEREAS, the Company desires that all compensation deferred by members of the Board of Directors of the Company under the Plan not be subject to Section 409A of the Code; and

     WHEREAS, the Company therefore desires to amend the Plan to cease all deferrals of Director Compensation and awards of Annual Units provided under the Plan, effective as of December 31, 2004.

     NOW, THEREFORE, pursuant to the power of amendment contained in Section 12 of the Plan, the Plan hereby is amended, effective as of December 31, 2004, as follows:

     1. Section 1 of the Plan hereby is amended to add the following sentence at the end thereof:

Effective as of December 31, 2004, no further deferrals of Director Compensation shall be permitted and no further awards of Annual Units shall be granted under the Plan.

     2. Section 3 of the Plan hereby is amended to add the following new subsection (d):

     (d) Notwithstanding the foregoing provisions of this Section 3 and any provision in the Plan to the contrary, no deferrals of Director Compensation shall be permitted for calendar years commencing after December 31, 2004.

     3. Section 5 of the Plan hereby is amended to add the following new subsection (c):

     (c) Cessation of Annual Unit Awards. Notwithstanding the foregoing provisions of this Section 5 and any provision in the Plan to the contrary, no awards of Annual Units shall be granted after December 31, 2004.

     APPROVED AND AUTHORIZED BY THE BOARD OF DIRECTORS this 3rd day of December, 2004.

	HARRIS CORPORATION
	/s/ Howard Lance
	Howard L. Lance
	Chairman of the Board,
	President and Chief Executive Officer
ATTEST:
/s/ Scott T. Miknen
Corporate Secretary

EX-10.4

EXHIBIT 10.4

HARRIS CORPORATION
2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

     1. Purpose. (a) The purposes of this Harris Corporation 2005 Directors’ Deferred Compensation Plan (as may be amended from time to time, this “Plan”), are (i) to establish a method of deferring Directors’ compensation which will aid Harris Corporation in attracting and retaining as members of its Board persons whose abilities, experience and judgment can contribute to the continued progress of the Corporation, (ii) to align further the interests of Directors with the interests of the stockholders of the Corporation through the crediting to Directors who are not employees of the Corporation or any of its Subsidiaries portions of Director compensation that is required to be paid in Harris Stock Equivalents, and (iii) to provide for the elective deferral of payment of all or a portion of any Director Compensation otherwise payable in cash to such Directors.

          (b) American Jobs Creation Act. (i) It is intended that this Plan comply with the provisions of Section 409A of the Code, as enacted by the American Jobs Creation Act of 2004. This Plan shall be administered in a manner that will comply with Section 409A of the Code. Any provisions that would cause this Plan to fail to satisfy Section 409A of the Code shall have no force and effect, and no action shall be taken with respect to this Plan that would violate any provision of Section 409A of the Code.

               (ii) The Board is authorized to adopt rules or regulations it deems necessary or appropriate to comply with the requirements of Section 409A of the Code and to enable the Directors to benefit from any transitional or other guidance published by the U.S. Treasury Department.

     2. Definitions. For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

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               “Account” shall have the meaning set forth in Paragraph 4(a) of this Plan.

               “Award Date” shall have the meaning set forth in Paragraph 3(a) of this Plan.

               “Board” shall mean the Board of Directors of the Corporation.

               “Change of Control” shall mean any of the following events that constitute a “change in effective ownership or effective control, or in the ownership of a substantial portion of assets of the Corporation” under Section 409A of the Code:

               (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Corporation Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions: (a) by the Corporation or any of its Subsidiaries, (b) by any employee benefit plan sponsored or maintained by the Corporation or any of its Subsidiaries, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

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               (ii) individuals who, on July 1, 2004, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 1, 2004, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

               (iii) the consummation of a merger, consolidation, share exchange or similar form of corporate reorganization of the Corporation or any such type of transaction involving the Corporation or any of its Subsidiaries that requires the approval of the Corporation’s stockholders (whether for such transaction or the issuance of securities in the transaction or otherwise), or the consummation of the direct or indirect sale or other disposition of all or substantially all of the assets, of the Corporation and its Subsidiaries (a “Business Combination”), unless immediately following such Business Combination: (a) more than 80% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any corporation which directly or indirectly has beneficial ownership of 100% of the Corporation Voting Securities) eligible to elect directors of such corporation is represented by shares that

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were Corporation Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Corporation Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, any employee benefit plan sponsored or maintained by the Corporation (or the corporation resulting from such Business Combination)), becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”); or

               (iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or the direct or indirect sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries.

               Notwithstanding the foregoing, a Change of Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the Corporation which reduces the number of Corporation Voting Securities outstanding; provided, that, if after such acquisition by the

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Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that increases the percentage of outstanding Corporation Voting Securities beneficially owned by such person, a Change of Control of the Corporation shall then occur.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

     “Common Stock” shall mean the common stock of Harris Corporation, par value $1.00 per share, or such other class of shares or securities as to which this Plan may be applicable pursuant to Paragraph 4(b)(v) of this Plan.

     “Corporate Secretary” shall mean the Corporate Secretary of the Corporation.

     “Corporation” shall mean Harris Corporation, its successors, and any organization into which or with Harris Corporation may merge or consolidate or to which all or substantially all of its assets may be transferred.

     “Director” shall mean a member of the Board.

     “Director Compensation” shall mean all amounts payable for services (excluding expense reimbursement) as a Director including as applicable: (i) the annual retainer fee payable to a Director as compensation for services in that capacity, (ii) the fees payable for service on any committee of the Board, (iii) the fees payable for serving as a chairperson of any committee; and (iv) the fees payable for attendance at Board and committee meetings or other events at the request or on behalf of the Corporation.

     “Elective Deferred Stock Units” shall have the meaning set forth in Paragraph 4(b)(ii) of this Plan.

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     “Exchange Act” shall have the meaning set forth in the definition of “Change of Control”.

     “Fair Market Value” shall mean the closing price of the Common Stock as reported on the New York Stock Exchange consolidated transactions reporting system on the applicable date or, if no such closing price is available on such date, on the preceding date on which such closing price is available, or if the Common Stock is not traded on the New York Stock Exchange, the closing price of the Common Stock as quoted on the NASDAQ or national stock exchange on which the Common Stock is traded, as reported by such source as the Board shall determine.

     “Harris Stock Equivalent” shall mean a unit of value equal to one share of Common Stock.

     “Harris Stock Equivalents Subaccount” shall have the meaning set forth in Paragraph 4(a) of this Plan.

     “Investment Funds” shall have the meaning set forth in Paragraph 4(a) of this Plan.

     “Mandatory Deferred Units” shall have the meaning specified in Paragraph 3(a) of this Plan.

     “Non-Employee Director” shall mean a Director who is not an employee of the Corporation or one of its Subsidiaries.

     “Plan” shall mean this 2005 Directors’ Deferred Compensation Plan, as it may be amended from time to time.

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     “Retirement Investment Subaccounts” shall have the meaning set forth in Paragraph 4(a) of this Plan.

     “Retirement Plan” shall mean the Harris Corporation Retirement Plan, as amended from time to time.

     “Section 16(b)” shall have the meaning set forth in Paragraph 4(b)(iv) of this Plan.

     “Subsidiary” shall mean any corporation, association, partnership, joint venture, or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled, directly or indirectly, by the Corporation or by one or more Subsidiaries of the Corporation, or by a combination thereof.

     “Units” shall have the meaning set forth in Paragraph 4(b)(ii) of this Plan.

     3. Deferred Compensation.

          (a) Mandatory Deferral of Harris Stock Equivalents. On January 1, April 1, July 1, and October 1 (each such day an “Award Date”) of each year, commencing April 1, 2005, the Corporation shall credit the Harris Stock Equivalents Subaccount of each Non-Employee Director, with a number of Harris Stock Equivalents having a Fair Market Value equal to $24,000. All such Harris Stock Equivalents credited under this Paragraph 3(a) shall be referred to herein as “Mandatory Deferred Units.” The Fair Market Value of Harris Stock Equivalents to be credited on an Award Date may be changed from time to time by resolution duly adopted by the Board. For any person who served as a Non-Employee Director for a portion of a calendar quarter, a pro rata portion of the quarterly amount that would have been credited to such Non-Employee Director’s Harris Stock Equivalents Subaccount had he or she served as a Non-Employee Director

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for the full calendar quarter shall be credited to such Non-Employee Director’s Harris Stock Equivalent Subaccount based on the number of days in the calendar quarter that such person served as a Non-Employee Director.

          (b) Elective Deferral of Compensation. (i) Any Non-Employee Director may at any time prior to the commencement of a calendar year elect to defer under this Plan all or a portion of any component (for example annual retainer, committee retainers, chairperson retainers, Board or committee meeting fees, etc.) of the Director Compensation (other than such compensation which is mandatorily deferred pursuant to Paragraph 3(a)) to which the Non-Employee Director may be entitled with respect to such calendar year by filing a written election with the Corporate Secretary. Any Non-Employee Director who is elected as a Director and who was not a Non-Employee Director on the last day of the calendar year immediately prior to his or her election may, within thirty days of the commencement of his or her term, elect to defer all or a portion of any component of Director Compensation to which such Non-Employee Director may thereafter be entitled with respect to the year in which such initial term commenced.

               (ii) Each of the foregoing elective deferral elections under this Paragraph 3(b) shall be made by written notice executed by the Non-Employee Director and delivered to the Corporate Secretary, specifying the year or years with respect to which the election shall apply and the amount or component of Director Compensation (other than such compensation which is mandatorily deferred pursuant to Paragraph 3(a)) to be deferred for such year or years. An elective deferral under this Plan with respect to any calendar year shall be irrevocable after commencement of such calendar year or, in the case of a person who was not a Non-Employee Director on the last day of the calendar year immediately prior to such person’s election, thirty days after the commencement of his or her initial term. Each election shall continue in effect for succeeding calendar years unless the Non-Employee Director terminates such election by written notice filed with the Corporate Secretary. Any such termination shall become effective as of the first day of the calendar year following the calendar year in which such notice is given and only

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with respect to Director Compensation earned for service as a Non-Employee Director in such following calendar year and thereafter.

          (c) Payment Forms. Deferral elections made pursuant to Paragraph 3(b) must also specify whether the payment of the amount reflected in the Director’s Account shall be made either in (i) a cash lump sum on a date certain within five years of the Director’s resignation or retirement; or (ii) in annual substantially equal installments over a designated number of years beginning on a date certain within five years of beginning of the Director’s retirement or resignation, provided that the Account is fully paid within ten years of the Director’s resignation or retirement. Mandatory Deferred Units shall be paid in the same form as the form of payments a Director elected with respect to amounts of Director Compensation that the Director elected to defer pursuant to Paragraph 3(b). If a Director did not make a deferral election pursuant to Paragraph 3(b), the Director shall make an election to receive payment of his or her Mandatory Deferred Units in either of the forms and time permitted in the first sentence hereof prior to the calendar year on which time such Mandatory Deferred Units are credited to the Director’s Harris Stock Equivalents Subaccount or in the case of a Non-Employee Director who is elected as a Director and who was not a Non-Employee Director on the last day of the calendar year immediately prior to his or her election, within thirty days of the commencement of his or her initial term, provided that such election may apply only to Mandatory Deferred Units earned by such Non-Employee Director after the date of such election. Payments must commence no later than age 72. If no election is made, amounts credited to a Director’s Account shall be paid in a cash lump sum on or before January 15th following the year in which the Director resigns or retires.

          Notwithstanding any provision of this Paragraph 3(c) to the contrary, no payments shall be made prior to separation from service or, in the case of a specified employee, prior to the date which is six months after the date of separation from service. “Separation from service” and “specified employee” shall have the meanings provided to such terms under Section 409A of the Code.

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     4. Accounts. (a) General. On each Award Date, any Director Compensation (other than Mandatory Deferred Units) earned subsequent to the prior Award Date that is deferred under the terms of this Plan shall be credited to an account (“Account”) which shall be established and maintained for such Director as a special ledger account on the Corporation’s books. A Director’s Account shall consist of a Harris Stock Equivalents subaccount (“Harris Stock Equivalents Subaccount”) and a number of other subaccounts (sometimes referred to herein as “Retirement Investment Subaccounts”) equal to the number of investment funds available from time to time under the Retirement Plan (as set forth on Exhibit A hereto, as such exhibit may be amended from time to time). Amounts of Director Compensation credited to the Retirement Investment Subaccounts of a Director shall be invested in accordance with the investment election of such Director among the investment funds of the Retirement Plan, other than the Harris Stock Fund, identified on Exhibit A hereto, and Harris Stock Equivalents. The investment funds set forth on Exhibit A, as amended from time to time, and Harris Stock Equivalents are sometimes referred to as the “Investment Funds.” Subject to the provisions of Paragraph 4(b) below for investments credited to the Harris Stock Equivalents Subaccount, a Non-Employee Director may invest his or her Retirement Investment Subaccount or future Director Compensation (other than Mandatory Deferred Units) in 1.0% increments (or in such other increments as are permitted under the Retirement Plan) in any of the Investment Funds and may change his or her investment elections in a manner consistent with the changing of investment elections as set forth in the Retirement Plan. Amounts deferred by a Non-Employee Director shall be invested in the Balanced Fund described on Exhibit A until the Director makes a valid investment election pursuant to this Paragraph 4(a). Earnings and losses with respect to a Director’s Account shall be allocated to such Account with the same frequency and in the same manner as allocations under the Retirement Plan. Exhibit A hereto shall, without further action of the Board, be deemed to be automatically amended to reflect changes, modifications or amendments to investment funds offered under the Retirement Plan.

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          (b) Special Rules Concerning Harris Stock Equivalents Subaccounts. Notwithstanding any other provisions of this Plan to the contrary, the following rules shall apply to investments credited to the Harris Stock Equivalents Subaccounts (including, as appropriate, Mandatory Deferred Units credited to the Harris Stock Equivalents Subaccount of a Director’s Account pursuant to Paragraph 3(a)).

               (i) No Intra-Plan Transfers into or out of the Harris Stock Equivalents Subaccounts. A Director may not make an election to transfer or reallocate amounts invested in any of the Director’s Retirement Investment Subaccounts into the Director’s Harris Stock Equivalents Subaccount. In addition, amounts invested in the Harris Stock Equivalents Subaccount, including Mandatory Deferred Units, may not thereafter be reallocated in any other Retirement Investment Subaccounts.

               (ii) Value of Harris Stock Equivalents. Amounts of Director’s Compensation deferred by a Director hereunder which the Director elects to be invested in Harris Stock Equivalents shall, unless such amount is payable on an Award Date, be credited to the Director’s Harris Stock Equivalents Subaccount on the first day of the month following each calendar month in which such amount would be payable. The Corporation shall credit a Director’s Harris Stock Equivalents Subaccount with that number of units (including fractions) obtained by dividing such amounts by the Fair Market Value of a share of Common Stock on the date such amounts are credited to the Director’s Harris Stock Equivalents Subaccount (such Harris Stock Equivalents are sometimes referred to herein as “Elective Deferred Stock Units”). In the case of Mandatory Deferred Units, each Director’s Harris Stock Equivalents Subaccount shall be credited with a number of Mandatory Deferred Units on each Award Date as set forth in Paragraph 3(a). Elective Deferred Stock Units and Mandatory Deferred Units are sometimes referred to collectively as “Units.”

               (iii) Earnings on Harris Stock Equivalents. A Director’s Harris Stock Equivalents Subaccount shall be credited with the amount of cash dividends

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payable with respect to that number of shares of Common Stock equal to the number of Units (including fractions) credited to such subaccount on the date on which dividend payments are credited under the Retirement Plan (which may be the ex-dividend date). The amount of cash dividends so credited shall then be converted into Units in the manner described above using the Fair Market Value on the same day, and in a manner consistent with the Retirement Plan.

               (iv) Reallocations of Future Investments into Harris Stock Equivalents Subaccount. Subject to any restrictions imposed by Section 16(b) of the Exchange Act (“Section 16(b)”), changes in investment elections with respect to future crediting of Director’s Compensation into the Harris Stock Equivalents Subaccount may be made at the Director’s discretion, except that a Director shall have no investment discretion with respect to the crediting of Mandatory Deferred Units.

               (v) Adjustments to Avoid Dilution, Etc. In the event of any stock dividend or split, recapitalization, merger, consolidation, spin-off, extraordinary dividends, combination or exchange of shares or other similar event, the value and attributes of each Unit shall be appropriately adjusted consistent with such change to the same extent as if such Units were issued and outstanding shares of Common Stock. Such adjustments shall be made by the Board and shall be conclusive and binding for all purposes of the Plan.

               (vi) Cash Distributions. Distributions from a Director’s Harris Stock Equivalents Subaccount shall be made in cash with the amount of cash to be paid on account of each Unit being determined by reference to the Fair Market Value on the last day of the month preceding the date of distribution.

               (vii) No Rights as Shareholder. A Director shall not have any rights as a stockholder of the Corporation with respect to any Units credited to the Director’s Harris Stock Equivalents Subaccount.

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     5. Subsequent Elections. A Director may modify his or her election at any time at least twelve (12) months before the date of the previously elected payment date and the newly elected payment date (or payment commencement date) must be at least five years after the previously elected payment date or the previously elected payment commencement date; provided, however, that (a) such modification shall not be effective unless the Director remains or Director for at least twelve (12) months after the date on which such modification was made, (b) no such modification shall be made without the prior approval of the Board or a committee comprised solely of “non-employee directors” as defined in Rule 16b-3(b)(3) under the Exchange Act, as amended from time to time, and (c) any change in payment form (as provided in Paragraph 3(c)) shall not accelerate the schedule of payments. Payments must commence no later than age 72. A Director’s payout election shall apply to all amounts credited to a Director’s Account and all earnings thereon regardless of the year in which the amounts were deferred or credited. Annual payments shall be made on or before January 15. Until a Director’s Account has been completely distributed, earnings and losses on the unpaid balance thereof shall be allocated as provided in Paragraph 4 above.

     6. Payments in Connection with Change of Control. Notwithstanding anything contained in this Plan to the contrary and to the extent permitted by Section 409A of the Code, within 90 days following a Change of Control, the Corporation shall pay to each Director (or former Director) a cash lump sum payment equal to the then remaining balance of the Director’s Account. This Paragraph may not be amended, altered or modified following a Change of Control.

     7. Payment in the Event of Death. In the event a Director or former Director dies prior to receiving payment of the entire amount of her or his Account, then, to the extent permitted by Section 409A of the Code, the unpaid balance shall be paid to such beneficiary as the Director may have designated in a written notice delivered to the Corporate Secretary as the person, firm or trust to receive any such post-death distribution

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under this Plan or, in the absence of such written designation, to the former Director’s legal representative or any person, firm or organization designated in her or his last will to receive such distributions. Distributions subsequent to the death of a Director or former Director shall be made in a lump sum.

     8. Non-Assignability. None of the rights or interests of any Director or former Director in (a) amounts of Director Compensation deferred under this Plan; or (b) Mandatory Deferred Units shall be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise, and shall not be subject to payment of debts by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner.

     9. Plan to Be Unfunded. The Corporation shall be under no obligation to acquire, segregate, or reserve any funds or other assets for purposes relating to this Plan and no Director or former Director shall have any rights whatsoever in or with respect to any funds or other assets held by the Corporation for purposes of this Plan or otherwise. Accounts maintained for purposes of this Plan shall merely constitute bookkeeping records of the Corporation and shall not constitute any allocation whatsoever of any assets of the Corporation or be deemed to create any trust or special deposit with respect to any of the Corporation’s assets.

     10. Miscellaneous. The Board, and any committee of the Board designated by the Board, shall in its sole discretion, have the complete authority to interpret this Plan, to adopt rules for carrying out the purposes of this Plan and to make all other determinations necessary or advisable for the administration of this Plan. The Board or the relevant Committee, if applicable, may delegate any of its responsibilities, powers, or duties under this Plan to any person or committee. The Board, any committee of the Board, and any officer of the Corporation charged with responsibility for the administration and operation of this Plan may rely upon information supplied to them by the officers of the Corporation and by any public accountants retained by the Corporation. No member of

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the Board nor any officer of the Corporation charged with responsibility for the administration and operation of this Plan shall be liable, except in circumstances involving his or her bad faith, for any act or action, whether of commission or omission, taken by any other member or by any other officer, agent, or employee, for anything done or omitted to be done. The Board by duly adopted resolution may from time to time amend, suspend, terminate or reinstate any or all of the provisions of this Plan, except that no such amendment, suspension or termination shall adversely affect the Account of any Director or former Director as it existed immediately before such amendment, suspension or termination or the manner of distribution thereof, unless such Director or former Director shall have consented thereto in writing; provided, however, that this limitation shall not apply to any amendment or termination that is deemed necessary by the Corporation to ensure compliance with Section 409A of the Code. This Plan shall be construed and governed by the laws of Delaware. Notwithstanding the foregoing, this Plan shall not be administered and interpreted in a manner that is inconsistent with the requirements of Section 409A of the Code.

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     IN WITNESS WHEREOF, Harris Corporation does hereby adopt this 2005 Directors’ Deferred Compensation Plan as of December 3, 2004.

HARRIS CORPORATION
By	/s/ Howard Lance
	Howard L. Lance
	Chairman of the Board, President and Chief Executive Officer

ATTEST

/s/ Scott T. Mikuen

Corporate Secretary

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Exhibit A
to
Harris Corporation 2005
Directors’ Deferred Compensation Plan

Harris Stock Equivalents	Money Market Fund
Balanced Fund	Passive Aggregate Strategy Fund
Equity Income Fund	Stable Value Fund
Growth Fund	International Equity Fund
Index Equity Fund	Wilshire 4500 Index Fund
Russell 2000 Growth Index Fund	RCM Global Technology Fund

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EX-10.5

EXHIBIT 10.5

SECOND AMENDMENT
TO THE
HARRIS CORPORATION
MASTER RABBI TRUST AGREEMENT

     WHEREAS, HARRIS CORPORATION (the “Company”) and THE NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois (the “Trustee”), executed the Harris Corporation Master Rabbi Trust Agreement (the “Trust”), effective the 2nd day of December, 2003; and

     WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to Section 12, such amendment to be effective the 1st day of January, 2005;

     NOW, THEREFORE, Appendix A of the Trust is amended as follows, but all other sections of the Trust shall remain in full force and effect without modification.

     1. Amendment. Appendix A shall be amended by adding the following plans as Participating Plans:

• Harris Corporation 2005 Directors’ Deferred Compensation Plan; and

• Harris Corporation 2005 Supplemental Executive Retirement Plan.

     2. Effect of Amendment. Except as amended hereby, the Trust shall remain in full force and effect. This Second Amendment is made for the purposes described in the recitals hereof, and nothing herein contained shall be construed as a waiver or modification of existing rights or obligations under the Trust, as amended. From and after the date hereof reference to the Trust shall be deemed to be references to the Trust as hereby amended.

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     IN WITNESS WHEREOF, the Company and the Trustee have caused this Second Amendment to be executed and their respective corporate seals to be affixed and attested by their respective corporate officers on this 8th day of December, 2004.

HARRIS CORPORATION
By:	/s/ Charles J. Greene
	Charles J. Greene
	Assistant Treasurer

ATTEST:

Scott T. Mikuen
Corporate Secretary

     The undersigned, Scott T. Mikuen, does hereby certify that he/she is the duly elected, qualified and acting Corporate Secretary of Harris Corporation (the “Company”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Company with full power and authority to execute this Second Amendment on behalf of the Company and to take such other actions and execute such other documents as may be necessary to effectuate this Second Amendment. Pursuant to Section 12 of the Trust, the undersigned further certifies that this Second Amendment does not conflict with the terms of any Plan as defined in the Trust. The undersigned further represents that The Northern Trust Company may conclusively rely on this certification.

By:	/s/ Scott T. Mikuen
	Scott T. Mikuen
	Corporate Secretary Harris Corporation

THE NORTHERN TRUST COMPANY
By:	/s/ Peter R. Sparrow
Name:		Peter R. Sparrow
Title:		Vice President

ATTEST:

By:	/s/ Kristen Guggeis
Name:  Kristen Guggeis
Title:    Vice President

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