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): September 15, 2005

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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.

     (a) Offer and Sale of $300,000,000 of 5% Notes due 2015

          On September 15, 2005, Harris Corporation (the “Company” or “Harris”) and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, on behalf of the several underwriters, entered into an Underwriting Agreement (the “Underwriting Agreement”) with respect to the offering and sale of $300,000,000 aggregate principal amount of the Company’s 5% Notes due 2015 (the “Notes”) under the Company’s shelf Registration Statement on Form S-3 (Registration No. 333-108486) (the “Registration Statement”). Closing on the Notes is expected to occur on September 20, 2005. The Notes will be issued pursuant to an Indenture dated as of September 3, 2003 (filed as Exhibit 4.2(b) to the Registration Statement) (the “Indenture”), between the Company and The Bank of New York, as trustee. Information concerning the Notes and related matters is set forth in the Registration Statement, including the Company’s Prospectus and Prospectus Supplement, which Prospectus Supplement was filed with the Securities and Exchange Commission on September 16, 2005.

          From time to time, certain of the underwriters and their affiliates have provided, and may provide, various financial advisory, investment banking, commercial banking or other services to Harris. Affiliates of some of the lenders under the Company’s five-year revolving credit agreement are acting as underwriters for the Notes.

          The Underwriting Agreement and the form of the Notes are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K, and incorporated by reference herein and into the Registration Statement.

     (b) Amendment to Arrangement Agreement

          On August 31, 2005, Harris entered into an Arrangement Agreement, dated August 31, 2005 (“Arrangement Agreement”), with Leitch Technology Corporation (“Leitch”). On September 12, 2005, Harris and Leitch entered into an Amending Agreement, a non-material amendment to the Arrangement Agreement relating to the mechanics to be used at the time of closing of the acquisition by Harris of Leitch to pay for the outstanding options issued by Leitch. The Amending Agreement is filed for purposes of completeness as Exhibit 2.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

          On September 15, 2005, the Company issued a press release announcing that it intended to offer the Notes. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement dated as of September 15, 2005 among Harris Corporation and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, on behalf of the several underwriters named therein.
2.1	Amending Agreement, dated as of September 12, 2005, between Harris Corporation and Leitch Technology Corporation.
4.1	Form of Harris Corporation’s 5% Notes due 2015.
99.1	Press Release Issued by Harris Corporation on September 15, 2005.

SIGNATURES

     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/ BRYAN R. ROUB
		Name:	Bryan R. Roub
		Title:	Senior Vice President and Chief Financial Officer
Date: September 16, 2005

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement dated as of September 15, 2005 among Harris Corporation and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, on behalf of the several underwriters named therein.
2.1	Amending Agreement, dated as of September 12, 2005, between Harris Corporation and Leitch Technology Corporation.
4.1	Form of Harris Corporation’s 5% Notes due 2015.
99.1	Press Release Issued by Harris Corporation on September 15, 2005.

EX-1.1

                                                                     Exhibit 1.1

                                  $300,000,000

                               HARRIS CORPORATION

                                5% NOTES DUE 2015

                             UNDERWRITING AGREEMENT

September 15, 2005

                                                              September 15, 2005

Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
c/o Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036
     and
     Banc of America Securities LLC
     9 W. 57th Street
     New York, New York 10019

Dear Sirs and Mesdames:

     Harris Corporation, a Delaware corporation (the "COMPANY"), proposes to
issue and sell to the several Underwriters named in Schedule I hereto (the
"UNDERWRITERS") $300,000,000 principal amount of its 5% Notes due 2015 (the
"SECURITIES") to be issued pursuant to the provisions of an Indenture dated as
of September 3, 2003 (the "INDENTURE") between the Company and The Bank of New
York, as Trustee (the "TRUSTEE").

     The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 (file number 333-108486),
including a related base prospectus, relating to the Securities. The
registration statement at the time it was last deemed amended, including the
information (if any) deemed to be part of the registration statement at the time
of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION
STATEMENT".

     The "BASIC PROSPECTUS" shall mean the prospectus referred to above
contained in the Registration Statement at the Effective Date, including any
Preliminary Final Prospectus.

     The "FINAL PROSPECTUS" shall mean the prospectus supplement relating to the
Securities that was first filed pursuant to Rule 424(b) under the Securities Act
after the Effective Date, together with the Basic Prospectus.

     The "PRELIMINARY FINAL PROSPECTUS" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus, together
with the Basic Prospectus.

     References to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall include documents
incorporated therein by reference.

     The "EFFECTIVE DATE" shall mean the date and time that the Registration
Statement and any post-effective amendment or amendments thereto became or
become effective.

     The terms "SUPPLEMENT" and "AMENDMENT" or "AMEND" as used in this Agreement
with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall include all documents
subsequently filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that are deemed to be
incorporated by reference in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus.

     1. Representations and Warranties. The Company represents and warrants to
and agrees with each of the Underwriters that:

     (a) The Company meets the requirements for use of Form S-3 under the
Securities Act, and the Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

     (b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Final Prospectus complied or
will comply when so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (ii) the
Registration Statement, when it became effective, did not contain and, as
amended or supplemented, if applicable, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) the
Registration Statement and the Final Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iv) the Final Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph do
not apply to (A) statements or omissions in the Registration Statement or the
Final Prospectus based upon information relating to any Underwriter furnished to
the Company in writing by such Underwriter through you expressly for use therein
or (B) that part of the Registration Statement that constitutes the Statement of
Eligibility (Form T-1)


                                       2

under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"),
of the Trustee.

     (c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

     (d) Each significant subsidiary, as defined in Rule 405 of Regulation C of
the Commission, of the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of its jurisdiction of
organization, has the corporate power and authority to own its property and to
conduct its business as described in the Final Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

     (e) This Agreement has been duly authorized, executed and delivered by the
Company.

     (f) The Indenture has been duly qualified under the Trust Indenture Act and
has been duly authorized, executed and delivered by, and is a valid and binding
agreement of, the Company, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and equitable principles of general applicability.

     (g) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and equitable principles of
general applicability, and will be entitled to the benefits of the Indenture.

     (h) The execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement, the Indenture and the
Securities will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or


                                       3

other instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or any judgment,
order or decree of any governmental body, agency or court having jurisdiction
over the Company or any subsidiary, and no consent, approval, authorization or
order of, or qualification with, any governmental body or agency is required for
the performance by the Company of its obligations under this Agreement, the
Indenture or the Securities, except such as may be required by the securities or
Blue Sky laws of the various states in connection with the offer and sale of the
Securities.

     (i) There has not occurred any material adverse change, or any development
involving a prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Final Prospectus
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement).

     (j) Other than as described in the Final Prospectus; there are no legal or
governmental proceedings pending or, to the knowledge of the Company, threatened
to which the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject which the
Company has reason to believe would have a material adverse effect on the
Company and its subsidiaries, taken as a whole, or on the power or ability of
the Company to perform its obligations under this Agreement, the Indenture or
the Securities or to consummate the transactions contemplated by the Final
Prospectus.

     (k) Any Preliminary Final Prospectus or Final Prospectus filed pursuant to
Rule 424 under the Securities Act, complied or will comply when so filed in all
material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

     (l) The Company is not, and after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof as described in the
Final Prospectus will not be, required to register as an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended.

     (m) The Company and its subsidiaries (i) are in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii)
have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to


                                       4

receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

     (n) There are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties) which would, singly or in the
aggregate, have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

     (o) None of the Company and its subsidiaries or, to the best knowledge of
the Company, any director, officer, agent, employee or other person associated
with or acting on behalf of the Company or any subsidiary has (A) within the
past five years violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977 or (B) (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity, (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds or
(iii) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment, except in the case of clauses (B)(i), (B)(ii) and (B)(iii),
which would not, singly or in the aggregate, have a material adverse effect on
the Company and its subsidiaries, taken as a whole.

     2. Agreements to Sell and Purchase. The Company hereby agrees to sell to
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Securities set forth in Schedule I
hereto opposite its name at 98.725% of their principal amount plus accrued
interest, if any, from September 20, 2005 to the date of payment and delivery.

     The Company hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated and Banc of America Securities LLC, on behalf of the
Underwriters, it will not during the period beginning on the date hereof and
continuing to and including the Closing Date (as defined in Section 4), offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company or warrants to purchase or otherwise acquire debt securities of the
Company substantially similar to the Securities (other than (i) the Securities
and (ii) commercial paper issued in the ordinary course of business).

     3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the


                                       5

Securities as soon after this Agreement has been entered into as in your
judgment is advisable. The Company is further advised by you that the Securities
are to be offered to the public initially at 99.375% of their principal amount
(the "PUBLIC OFFERING PRICE") plus accrued interest, if any, from September 20,
2005 to the date of payment and delivery and to certain dealers selected by you
at a price that represents a concession not in excess of 0.40% of their
principal amount.

     4. Payment and Delivery. Payment for the Securities shall be made to the
Company in Federal or other funds immediately available in New York City at
10:00 a.m., New York City time, on September 20, 2005, or at such other time on
the same or such other date, not later than September 23, 2005, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

     Payment for the Securities shall be made against delivery to you on the
Closing Date for the respective accounts of the several Underwriters of the
Securities registered in such names and in such denominations as you shall
request in writing not less than one full business day prior to the Closing
Date, with any transfer taxes payable in connection with the transfer of the
Securities to the Underwriters duly paid.

     5. Conditions to the Underwriters' Obligations. The obligations of the
Company to sell the Securities to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Securities are subject to the
following conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date:

          (i) there shall not have occurred any downgrading, nor shall any
     notice have been given of any intended or potential downgrading or of any
     review for a possible change that does not indicate the direction of the
     possible change, in the rating accorded the Company or any of the Company's
     securities, or in the rating outlook for the Company, by any "nationally
     recognized statistical rating organization," as such term is defined for
     purposes of Rule 436(g)(2) under the Securities Act; and

          (ii) there shall not have occurred any change, or any development
     involving a prospective change, in the condition, financial or otherwise,
     or in the earnings, business or operations of the Company and its
     subsidiaries, taken as a whole, from that set forth in the Final
     Prospectus, exclusive of any amendments or supplements thereto subsequent
     to the date of this Agreement that, in your judgment, is material and
     adverse and that makes it, in your judgment, impracticable


                                       6

     or inadvisable to market, sell or deliver the Securities on the terms and
     in the manner contemplated in the Final Prospectus.

     (b) The Underwriters shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company, to the
effect set forth in Section 5(a)(i) above and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct as of the Closing Date and that the Company has complied with
all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.

     The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.

     (c) The Underwriters shall have received on the Closing Date an opinion of
Holland & Knight, outside counsel for the Company, dated the Closing Date, to
the effect set forth in Exhibit A-1 and an opinion of Scott T. Mikuen, Vice
President-Associate General Counsel, of the Company, to the effect set forth in
Exhibit A-2. Such opinions shall be rendered to the Underwriters at the request
of the Company and shall so state therein.

     (d) The Underwriters shall have received on the Closing Date such opinion
or opinions of Cravath, Swaine & Moore LLP, counsel for the Underwriters, dated
the Closing Date with respect to the issuance and sale of the Securities, the
Registration Statement, the Final Prospectus and other related matters as the
Underwriters may reasonably require.

     (e) The Underwriters shall have received, on each of the date hereof and
the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance reasonably satisfactory to the Underwriters,
from Ernst & Young, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statement and the Final Prospectus; provided that the letter delivered on the
Closing Date shall use a "cut-off date" not earlier than the date hereof.

     6. Covenants of the Company. In further consideration of the agreements of
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:

     (a) To furnish to you in New York City, without charge, prior to 10:00 a.m.
New York City time on the business day next succeeding the date of this
Agreement and during the period mentioned in Section 6(c) below, as many copies
of the Final Prospectus, any documents incorporated therein by reference and any
supplements and amendments thereto as you may reasonably request.


                                       7

     (b) Prior to completion of the distribution of the Securities (as
determined by the Underwriters), before amending or supplementing the
Registration Statement or the Final Prospectus, to furnish to you a copy of each
such proposed amendment or supplement and not to file any such proposed
amendment or supplement to which you reasonably object, and to file with the
Commission within the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant to such Rule.

     (c) If, during such period after the first date of the public offering of
the Securities as in the opinion of counsel for the Underwriters the Final
Prospectus is required by law to be delivered in connection with sales by an
Underwriter or dealer, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Final Prospectus in order to
make the statements therein, in the light of the circumstances when the Final
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the Final
Prospectus to comply with applicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses you will furnish to the Company) to which
Securities may have been sold by you on behalf of the Underwriters and to any
other dealers upon request, either amendments or supplements to the Final
Prospectus so that the statements in the Final Prospectus as so amended or
supplemented will not, in the light of the circumstances when the Final
Prospectus is delivered to a purchaser, be misleading or so that the Final
Prospectus, as amended or supplemented, will comply with law.

     (d) To endeavor to qualify the Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request; provided that the Company will not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Agreement or (ii) take
any action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.

     (e) To make generally available to the Company's security holders and to
you as soon as practicable an earning statement covering the twelve-month period
ending September 30, 2006 that satisfies the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder.

     (f) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration and delivery of
the Securities under the Securities Act and all other fees or expenses in
connection


                                       8

with the preparation and filing of the Registration Statement, any Preliminary
Final Prospectus, the Final Prospectus and amendments and supplements to any of
the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified, (ii) all costs and expenses related to the
transfer and delivery of the Securities to the Underwriters, including any
transfer or other taxes payable thereon, (iii) the cost of printing or producing
any Blue Sky or legal investment memorandum in connection with the offer and
sale of the Securities under state securities laws and all expenses in
connection with the qualification of the Securities for offer and sale under
state securities laws as provided in Section 6(d) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or legal
investment memorandum, (iv) any fees charged by the rating agencies for the
rating of the Securities, (v) the cost of the preparation, issuance and delivery
of the Securities, (vi) the costs and charges of any trustee, transfer agent,
registrar or depositary, (vii) all other costs and expenses incident to the
performance of the obligations of the Company hereunder for which provision is
not otherwise made in this Section. It is understood, however, that except as
provided in this Section, Section 7 entitled "Indemnity and Contribution," and
the last paragraph of Section 9 below, the Underwriters will pay all of their
costs and expenses, including fees and disbursements of their counsel, transfer
taxes payable on resale of any of the Securities by them and any advertising
expenses connected with any offers they may make.

     (g) The Company will cooperate with the Underwriters and use commercially
reasonable efforts to permit the Securities to be eligible for clearance and
settlement through The Depository Trust Company.

     7. Indemnity and Contribution. (a) The Company agrees to indemnify and hold
harmless each Underwriter, each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and each affiliate of any Underwriter within the meaning of
Rule 405 under the Securities Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any Preliminary Final Prospectus or the Final Prospectus or any
amendment or supplement thereto, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to any


                                       9

Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein.

     (b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers and each person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through you expressly for use in the Registration
Statement, any Preliminary Final Prospectus, the Final Prospectus or any
amendments or supplements thereto.

     (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 7(a) or 7(b), such person (the "INDEMNIFIED PARTY") shall
promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated and Banc of America
Securities LLC, in the case of parties indemnified pursuant to Section 7(a), and
by the Company, in the case of parties indemnified pursuant to Section 7(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the


                                       10

indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

     (d) To the extent the indemnification provided for in Section 7(a) or 7(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the
Securities or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Securities shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Securities (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover of the Final Prospectus, bear to the aggregate Public Offering Price of
the Securities. The relative fault of the Company on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the respective principal
amounts of Securities they have purchased hereunder, and not joint.

     (e) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 7 were determined by pro rata


                                       11

allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 7(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

     (f) The indemnity and contribution provisions contained in this Section 7
and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any Underwriter, any person controlling any Underwriter or
any affiliate of any Underwriter or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) acceptance of and
payment for any of the Securities.

     8. Termination. This Agreement shall be subject to termination by notice
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited, or minimum or maximum prices for trading shall
have been fixed or maximum ranges for prices shall have been required, on or by,
as the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the
Chicago Mercantile Exchange or the Chicago Board of Trade or the clearance or
settlement of such trading generally shall been materially disrupted, (ii)
trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or a material disruption in commercial
banking in the United States shall have occurred or (iv) there shall have
occurred any outbreak or escalation of hostilities, including any act or acts of
terrorism, or any change in financial markets or any calamity or crisis that, in
your judgment, is material and adverse and (b) in the case of any of the events
specified in clauses 8(a)(i) through


                                       12

8(a)(iv), such event, singly or together with any other such event, makes it, in
your judgment, impracticable or inadvisable to market, sell or deliver the
Securities on the terms and in the manner contemplated in the Final Prospectus.

     9. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date, any one or more of the Underwriters shall fail or
refuse to purchase Securities that it has or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule I bears to the aggregate
principal amount of Securities set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase on such date; provided that in no event shall
the principal amount of Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased
on such date, and arrangements satisfactory to you and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Final Prospectus or in any other documents or
arrangements may be affected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

     If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.


                                       13

     10. Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

     11. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

     12. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

     13. Notices. All communications hereunder shall be in writing and effective
only upon receipt and if to the Underwriters shall be delivered, mailed or sent
by telex or facsimile transmission to you in care of Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, New York 10036, Attention: Investment
Banking Information Center and Banc of America Securities LLC, 40 West 57th
Street, New York, New York 10019, Attention: High Grade Debt Capital Markets
Transaction Management; and if to the Company shall be delivered, mailed or sent
to Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919,
Attention: Scott T. Mikuen.

     Section 14. No Advisory of Fiduciary Responsibility. The Company
acknowledges and agrees that the Underwriters are acting solely in the capacity
of an arm's length contractual counterparty to the Company with respect to the
offering of Securities contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Company or any other person. Additionally,
none of the Underwriters is advising the Company or any other person as to any
legal, tax, investment, accounting or regulatory matters in any jurisdiction.
The Company shall consult with its own advisors concerning such matters and
shall be responsible for making their own independent investigation and
appraisal of the transactions contemplated hereby, and the Underwriters shall
have no responsibility or liability to the Company with respect to. Any review
by the Underwriters of the Company, the transactions contemplated hereby or
other matters relating to such transactions will be performed solely for the
benefit of the Underwriters and shall not be on behalf of the Company.

     This Agreement supersedes all prior agreements and understandings (whether
written or oral) between the Company and the several Underwriters, or any of
them, with respect to the subject matter hereof.

                                        Very truly yours,

                                        HARRIS CORPORATION


                                       14

                                        By: /s/ BRYAN R. ROUB
                                            ------------------------------------
                                        Name: Bryan R. Roub
                                        Title: Senior Vice President
                                               and Chief Financial Officer

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Banc of America Securities LLC

Acting severally on behalf of themselves
   and the several Underwriters named in
   Schedule I hereto.


By: Morgan Stanley & Co. Incorporated


By: /s/ MICHAEL FUSCO
- ------------------------------------
Name: Michael Fusco
Title: Executive Director

And


By: Banc of America Securities LLC


By: /s/ LILY CHANG
- ------------------------------------
Name: Lily Chang
Title: Principal


                                       15

                                   SCHEDULE I



                                         PRINCIPAL AMOUNT
                                       OF SECURITIES TO BE
             UNDERWRITER                    PURCHASED
- ------------------------------------   -------------------
                                    
Morgan Stanley & Co. Incorporated...         90,000,000
Banc of America Securities LLC......         90,000,000
Citigroup Global Markets Inc........         30,000,000
HSBC Securities (USA) Inc...........         30,000,000
SunTrust Capital Markets, Inc.......         30,000,000
Wachovia Capital Markets, LLC.......         30,000,000
                                           ------------
   Total............................       $300,000,000
                                           ============


                                                                     EXHIBIT A-1

                         OPINION OF HOLLAND & KNIGHT LLP

The opinion of the counsel for the Company, to be delivered pursuant to Section
5(c) of the Underwriting Agreement shall be to the effect that:

A. The Company has been duly incorporated, is validly existing as a corporation
in good standing under the laws of the State of Delaware, has the corporate
power and authority to own its property and to conduct its business as described
in the Final Prospectus. The Company is duly qualified to transact business in
California, Florida, Illinois, New York, Ohio and Texas, the Company's status is
active in the State of Florida, and the Company is in good standing in each
other jurisdiction listed in this paragraph.

B. The Underwriting Agreement has been duly authorized, executed and delivered
by the Company.

C. The Securities have been duly authorized by the Company and, when executed
and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms of
the Underwriting Agreement, will be valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
general principles of equity, and will be entitled to the benefits of the
Indenture pursuant to which such Securities are to be issued.

D. The Indenture has been duly authorized, executed and delivered by, and is a
valid and binding agreement of, the Company, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity.

E. The Indenture has been duly qualified under the Trust Indenture Act.

F. The execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Underwriting Agreement, the Indenture and
the Securities will not contravene (i) any provision of applicable laws for the
states of New York, Florida and Delaware and federal law ("Applicable Law") or
the certificate of incorporation or by-laws of the Company, (ii) any agreement
or other instrument listed as an exhibit to the Company's Annual Report on Form
10-K for the year ended July 1, 2005 (the "2005 Form 10-K") or Current Report on
Form 8-K dated September 2, 2005, or that would be required to be filed as a
material agreement exhibit to a quarterly report by the Company on Form 10-Q or
a Report on Form 8-K (provided, that in determining which documents would be

required to be so filed, such counsel may rely on an officer's certificate that
specifies the agreements that the Company would be required to be so filed), or
(iii) to the best of such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company or
any subsidiary.

G. No consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required under Applicable Law for the performance
by the Company of its obligations under the Underwriting Agreement, the
Indenture or the Securities, except such as may be required by the securities or
blue sky laws of the various states in connection with the offer and sale of the
Securities.

H. After due inquiry, such counsel does not know of any legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or any
of its subsidiaries is subject and that would be required to be described by the
Company in Item 3 of an annual report on Form 10-K, other than proceedings
fairly summarized in all material respects in the Final Prospectus; or (ii) any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Final Prospectus or to be filed
as exhibits to the Registration Statement that are not described or filed as
required.

I. The Company is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Final
Prospectus will not be, required to register as an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.

J. The statements in the Final Prospectus under the captions "Description of
Notes," and "Underwriters," "under the caption "Description of Debt Securities"
in the Basic Prospectus and in "Item 3-Legal Proceedings" of the 2005 Form 10-K,
insofar as such statements constitute summaries of the legal matters, documents
or proceedings referred to therein, fairly summarize the matters referred to
therein.

K. Such counsel (i) is of the opinion that each document filed pursuant to the
Exchange Act and incorporated by reference in the Registration Statement and the
Final Prospectus (except for the financial statements and financial schedules
and other financial and statistical data included therein, as to which such
counsel need not express any opinion) appeared on its face to be appropriately
responsive as of its filing date in all material respects to the requirements of
the Exchange Act and the applicable rules and regulations of the Commission
thereunder, (ii) in the opinion of such counsel, the Registration Statement and
the Final Prospectus (except for the financial statements and financial
schedules and other financial and statistical data included therein, as to which
such counsel need not express


                                        2

any opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder, and (A) nothing has come to the
attention of such counsel that causes such counsel to believe that (i) the
Registration Statement or the prospectus included therein (except for the
financial statements and financial schedules and other financial and statistical
data included therein and except for that part of the Registration Statement
that constitutes the Form T-1, as to which such counsel need not express any
belief) at the time the Registration Statement was last deemed amended contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) the Final Prospectus (except for the financial statements and
financial schedules and other financial and statistical data included therein,
as to which such counsel need not express any belief) as of its date or as of
the Closing Date contained or contains any untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

With respect to the matters referred to in the paragraph above, counsel may
state that his or her opinions or beliefs are based upon his or her
participation in the preparation of the Final Prospectus (and any amendments or
supplements thereto) and in conferences with representatives of the Company and
the independent accountants of the Company, at which the contents of the Final
Prospectus were discussed and review of the documents incorporated by reference
therein but, except as set forth in paragraph J are without independent check or
verification.


                                        3


                                                                     EXHIBIT A-2

                           OPINION OF COMPANY COUNSEL

The opinion of Scott T. Mikuen, Vice President-Associate General Counsel and
Corporate Securtary for the Company, to be delivered pursuant to Section 5(c)
of the Underwriting Agreement shall be to the effect that:

A. The execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Underwriting Agreement, the Indenture and
the Securities will not contravene (i) any provision of applicable laws for the
states of New York, Florida and Delaware and federal law ("Applicable Law") or
the certificate of incorporation or by-laws of the Company except that no
opinion is given by such counsel as to rights to indemnification and
contribution under the Underwriting Agreement, (ii) to the best of such
counsel's knowledge any agreement or other instrument binding upon the Company
or any of its subsidiaries that is material to the Company and its subsidiaries,
taken as a whole, or (iii) to the best of such counsel's knowledge, any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Company.

B. No consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company of
its obligations under the Underwriting Agreement, the Indenture or the
Securities, except such as may be required by the securities or blue sky laws of
the various states in connection with the offer and sale of the Securities.

C. After due inquiry, such counsel does not have knowledge of (i) any legal or
governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject other than proceedings fairly summarized in
all material respects in the Final Prospectus and proceedings which such counsel
believes are not likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole, or on the power or ability of the Company to
perform its obligations under the Underwriting Agreement, the Indenture or the
Securities or to consummate the transactions contemplated by the Final
Prospectus; or (ii) any statutes, regulations, contracts or other documents that
are required to be described in the Registration Statement or the Final
Prospectus or

to be filed as exhibits to the Registration Statement that are not described or
filed as required.

D. (i) each document filed pursuant to the Exchange Act and incorporated by
reference in the Registration Statement and the Final Prospectus (except for the
financial statements and financial schedules and other financial and statistical
data included therein, as to which such counsel need not express any opinion)
appeared on its face to be appropriately responsive as of its filing date in all
material respects to the requirements of the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (ii) in the opinion of such
counsel, the Registration Statement and the Final Prospectus (except for the
financial statements and financial schedules and other financial and statistical
data included therein, as to which such counsel need not express any opinion)
appear on their face to be appropriately responsive in all material respects to
the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder, and (B) nothing has come to the attention of such
counsel that causes such counsel to believe that (i) the Registration Statement
or the prospectus included therein (except for the financial statements and
financial schedules and other financial and statistical data included therein
and except for that part of the Registration Statement that constitutes the Form
T-1, as to which such counsel need not express any belief) at the time the
Registration Statement was last deemed amended contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or (ii) the
Final Prospectus (except for the financial statements and financial schedules
and other financial and statistical data included therein, as to which such
counsel need not express any belief) as of its date or as of the Closing Date
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

With respect to the matters referred to in the paragraph above, counsel may
state that his or her opinions or beliefs are based upon his or her
participation in the preparation of the Final Prospectus (and any amendments or
supplements thereto) and in conferences with representatives of the Company and
the independent accountants of the Company, at which the contents of the Final
Prospectus were discussed and review of the documents incorporated by reference
therein, but except as set forth in paragraph C above, are without independent
check or verification.


                                        2

EX-2.1

                                                                     EXHIBIT 2.1

                               AMENDING AGREEMENT

          THIS AMENDING AGREEMENT made as of the 12th day of September, 2005.

BETWEEN:

               HARRIS CORPORATION, a corporation existing under the laws of the
               State of Delaware

               (hereinafter referred to as "Harris")

                                                               OF THE FIRST PART

               - and -

               LEITCH TECHNOLOGY CORPORATION, a corporation subsisting under the
               laws of the Province of Ontario

               (hereinafter referred to as "Leitch")

                                                              OF THE SECOND PART

     WHEREAS Harris and Leitch entered into an Arrangement Agreement dated as of
August 31, 2005 (the "Arrangement Agreement").

     AND WHEREAS Harris and Leitch wish to amend the Arrangement Agreement as
set forth herein.

     WITNESSETH THAT in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the Parties hereto covenant and
agree as follows:

1.   Any capitalized terms used but not defined herein shall have the meanings
     ascribed to them in the Arrangement Agreement.

2.   The parties hereto hereby agree to amend the Arrangement Agreement as
     follows:

     (a)  by deleting Section 2.1(a) and replacing it with the following clause:

          all of the Leitch Options granted and outstanding immediately prior to
     the Effective Time shall, without any further action on behalf of any
     Leitch Option holder, be transferred by the holders thereof to Leitch
     without any act or formality on its or their part in exchange for a cash
     amount equal to the excess, if any, of (i) the product of the

                                       -2-


     number of Common Shares underlying Leitch Options held by such holder and
     the Cash Consideration over (ii) the aggregate exercise price payable under
     such Leitch Options by the holder to acquire the Common Shares underlying
     such Leitch Options. All Leitch Options issued and outstanding immediately
     prior to the Effective Time shall thereafter immediately be cancelled;

     (b)  by deleting Section 4.1(d) and replacing it with the following clause:

          Financing. Harris has sufficient funds or adequate arrangements
     (within the meaning of applicable securities Laws) for financing in place
     to fund the payment of the Aggregate Cash Consideration Payable on the
     Effective Date in accordance with the terms hereof.

     (c)  by deleting Section 5.6(i) and replacing it with the following clause:

          ensure Harris Acquireco has sufficient funds to fund the payment of
     the Common Share Consideration to holders of Common Shares and that it or
     one of its subsidiaries has sufficient funds to lend to Leitch pursuant to
     SECTION 5.9 to fund the payment of the Option Consideration to holders of
     Leitch Options on the Effective Date and shall on behalf of Harris
     Acquireco cause the Common Share Consideration payable to holders of Common
     Shares and on behalf of Leitch cause the Option Consideration payable to
     holders of Leitch Options to be deposited with the Depositary not later
     than immediately prior to the Effective Time.

     (d)  by adding Section 5.9 as follows:

     5.9  FUNDING OF OPTION CONSIDERATION

          No later than immediately prior to the Effective Time, (i) Harris
     agrees to loan or cause one of its subsidiaries to loan to Leitch, and
     Leitch agrees to borrow from Harris or such subsidiary, as the case may be,
     an amount equal to the Option Consideration by way of an interest-free loan
     payable on demand following the Effective Date, and (ii) Leitch agrees to
     execute and deliver to Harris a promissory note evidencing such loan in
     favour of Harris or its subsidiary, as the case may be, and an irrevocable
     direction to Harris or its subsidiary, as the case may be, to deposit the
     proceeds of such loan with the Depositary for the purpose of effecting
     payment of the Option Consideration on behalf of Leitch to holders of
     Leitch Options, in each case in a form reflecting the terms hereof and to
     be mutually agreed by the Parties, acting reasonably.

     (e)  by deleting Section 6.2(c) and replacing it with the following clause:

          Harris shall have caused the Common Share Consideration payable to
     holders of Common Shares to be deposited on behalf of Harris Acquireco and
     the Option Consideration payable to holders of Leitch Options to be
     deposited on behalf of Leitch with the Depositary not later than
     immediately prior to the Effective Time.

                                       -3-


     (f)  by deleting Schedule C to the Arrangement Agreement and replacing it
          with Schedule C attached hereto.

3.   The foregoing amendments shall be effective as of September 12, 2005.

4.   Except for the foregoing amendments, the parties hereto acknowledge that
     the Arrangement Agreement shall remain in full force and effect, unamended.

5.   In the event of any inconsistency between the terms of this Amending
     Agreement and the terms of the Arrangement Agreement, the provisions of
     this Amending Agreement shall prevail.

6.   This Amending Agreement shall be governed and construed in accordance with
     the laws of the Province of Ontario and the federal laws of Canada
     applicable therein. The parties hereto submit to the exclusive jurisdiction
     of the courts of the Province of Ontario.

7.   This Amending Agreement may be executed in one or more counterparts (by
     original or facsimile signature) with such counterparts together
     constituting one original document which shall be effective as of the date
     hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       -4-


          IN WITNESS WHEREOF the parties hereto have executed this Amending
Agreement as of the date above written.

                                     HARRIS CORPORATION


                                     Per: /s/ Gary L. McArthur
                                          --------------------------------------
                                          Authorized Signing Officer


                                     Per: /s/ Scott T. Mikuen
                                          --------------------------------------
                                          Authorized Signing Officer


                                     LEITCH TECHNOLOGY CORPORATION


                                     Per: /s/ David Chaikof
                                          --------------------------------------
                                          Authorized Signing Officer-Director


                                     Per: /s/ Stan Kabala
                                          --------------------------------------
                                          Authorized Signing Officer/Director

         [SIGNATURE PAGE TO AMENDING AGREEMENT TO ARRANGEMENT AGREEMENT]

                                   SCHEDULE C

                                     FORM OF
                      PLAN OF ARRANGEMENT UNDER SECTION 182
                   OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS. In this Plan of Arrangement unless there is something
in the subject matter or context inconsistent therewith, the following words and
phrases shall have the meanings hereinafter set forth:

     "AFFILIATE" has the meaning ascribed thereto in the OBCA;

     "ARRANGEMENT" means the arrangement contemplated herein to be made on the
     terms set out in this Plan of Arrangement subject to any amendments or
     variations thereto made in accordance with the Arrangement Agreement and
     the terms hereof or made at the direction of the Court in the Final Order
     (with the consent of Leitch and Harris, each acting reasonably);

     "ARRANGEMENT AGREEMENT" means the Arrangement Agreement providing for this
     Plan of Arrangement by and between Harris and Leitch dated as of August 31,
     2005, as amended as of September 12, 2005, as the same may be further
     amended, supplemented and/or restated from time to time;

     "ARRANGEMENT RESOLUTION" means the special resolution in respect of the
     Arrangement to be considered and approved by holders of Common Shares at
     the Meeting to be substantially in the form of Schedule B annexed to the
     Arrangement Agreement;

     "ARTICLES OF ARRANGEMENT" means the articles of arrangement of Leitch in
     respect of the Arrangement that are required by the OBCA to be filed with
     the Director after the Final Order is made;

     "BOARD OF DIRECTORS" means the board of directors of Leitch;

     "BUSINESS DAY" means any day, other than a Saturday, a Sunday or statutory
     holiday in Toronto, Ontario or New York City, New York;

     "CASH CONSIDERATION" means $14.00 in cash, subject to increase as provided
     in the Arrangement Agreement;

     "CERTIFICATE OF ARRANGEMENT" means the certificate of arrangement giving
     effect to the Arrangement, endorsed upon the Articles of Arrangement of
     Leitch by the Director pursuant to SUBSECTION 183(2) of the OBCA;

                                       -2-


     "CIRCULAR" means the notice of the Meeting and accompanying management
     information circular, including the schedules attached thereto and all
     amendments from time to time made thereto, to be sent to Shareholders in
     connection with the Meeting;

     "COMMON SHARE CONSIDERATION" means the aggregate cash payable by Harris
     Acquireco pursuant to SECTION 2.2(B);

     "COMMON SHARES" means the issued and outstanding common shares in the
     capital of Leitch (including common shares issued upon the exercise of
     Leitch Options and Restricted Share Awards) and shall include any shares
     into which the Common Shares may be reclassified, subdivided, consolidated
     or converted and any rights or benefits arising therefrom including any
     extraordinary distribution of securities which may be declared in respect
     of the Common Shares (except in accordance with this Plan of Arrangement);

     "COURT" means the Superior Court of Justice (Ontario);

     "CRA" means the Canada Revenue Agency;

     "DEPOSITARY" means Computershare Investor Services Inc. at its offices
     specified in the Letter of Transmittal;

     "DIRECTOR" means the Director appointed pursuant to SECTION 278 of the
     OBCA;

     "DISSENT RIGHTS" shall have the meaning ascribed thereto in SECTION 3.1;

     "DISSENTING SHAREHOLDER" means a Shareholder who dissents in respect of the
     Arrangement Resolution in strict compliance with the Dissent Rights;

     "DISSENTING SHARES" means the Common Shares of any Shareholder who has
     demanded and perfected Dissent Rights in respect of such Common Shares in
     accordance with the Interim Order and who, as of the Effective Time, has
     not effectively withdrawn or lost such Dissent Rights;

     "EFFECTIVE DATE" means the date of the Certificate of Arrangement;

     "EFFECTIVE TIME" means 12:01 a.m. (Eastern time) on the Effective Date;

     "FINAL ORDER" means the final order of the Court approving the Arrangement,
     as such order may be amended by the Court (with the consent of Leitch and
     Harris, each acting reasonably) at any time prior to the Effective Date or,
     if appealed, then, unless such appeal is withdrawn or denied, such order as
     affirmed or amended on appeal;

     "GOVERNMENTAL ENTITY" means (a) any multinational, federal, provincial,
     state, regional, municipal, local or other government, governmental or
     public department, central bank, court, tribunal, arbitral body,
     commission, board, bureau or agency, domestic or foreign; (b) any
     subdivision, agent, commission, board or authority of any of the foregoing;
     (c) any quasi-governmental or private body exercising any regulatory,
     expropriation or

                                       -3-


     taxing authority under or for the account of any of the foregoing; or (d)
     any self-regulatory agencies or organizations;

     "HARRIS" means Harris Corporation, a corporation subsisting under the laws
     of the State of Delaware;

     "HARRIS ACQUIRECO" means 2081259 Ontario Inc., a wholly-owned subsidiary of
     Harris incorporated under the OBCA;

     "INTERIM ORDER" means the interim order of the Court, as the same may be
     amended by the Court (with the consent of Leitch and Harris, each acting
     reasonably), in respect of the Arrangement;

     "LETTER OF TRANSMITTAL" means the letter of transmittal for use by
     Shareholders, in the form accompanying the Circular;

     "LEITCH" means Leitch Technology Corporation, a corporation incorporated
     under the OBCA;

     "LEITCH OPTIONS" means options to purchase Common Shares, including without
     limitation any performance or inducement options to acquire Common Shares
     granted under the Leitch Stock Option Plan or under specific Leitch
     employment agreements;

     "LEITCH STOCK OPTION PLAN" means Leitch's stock option plan, as revised,
     dated September 11, 2001;

     "MEETING" means the special meeting of Shareholders, and all adjournments
     and postponements thereof, called and held to, among other things, consider
     and approve the Arrangement Resolution;

     "OBCA" means the Business Corporations Act (Ontario), including the
     regulations made thereunder, as amended;

     "OPTION CONSIDERATION" means the aggregate cash payable by Leitch pursuant
     to SECTION 2.2(A);

     "PERSON" means and includes any individual, partnership, association,
     limited or unlimited liability company, joint venture, body corporate,
     trustee, executor, administrator, legal representative, government
     (including any Governmental Entity) or any other entity, whether or not
     having legal status;

     "RESTRICTED SHARE AWARDS" means the awards of restricted common shares to
     (a) Timothy Thorsteinson pursuant to the terms of the letter agreement
     dated November 17, 2003 between Timothy Thorsteinson and Leitch, and (b)
     David Toews pursuant to the terms of the letter from Leitch to David Toews
     dated July 1, 2005;

     "SHAREHOLDERS" means the holders of Common Shares;

                                       -4-


     "TRADING DAY" means, with respect to any stock exchange or over-the-counter
     market, a day on which shares may be traded through the facilities of such
     stock exchange or on such over-the-counter market, and otherwise means a
     day on which shares may be traded through the facilities of the Toronto
     Stock Exchange;

     "TRANSFER AGENT" means Computershare Investor Services Inc. at its offices
     located in Toronto, Ontario; and

     "THIS PLAN", "PLAN OF ARRANGEMENT", "HEREOF", "HEREIN", "HERETO" and like
     references mean and refer to this plan of arrangement.

Words and phrases used herein that are defined in the OBCA or the Arrangement
Agreement and not defined herein shall have the same meaning herein as in the
OBCA or the Arrangement Agreement, as applicable, unless the context otherwise
requires.

SECTION 1.1 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this
Plan of Arrangement into Articles, Sections and other portions and the insertion
of headings are for convenience of reference only and shall not affect the
construction or interpretation hereof.

SECTION 1.2 GENDER AND NUMBER. Unless the context requires the contrary, words
importing the singular only shall include the plural and vice versa and words
importing the use of any gender shall include all genders.

SECTION 1.3 DATE FOR ANY ACTION. In the event that the date on which any action
is required to be taken hereunder by any of the parties is not a Business Day,
such action shall be required to be taken on the next succeeding day which is a
Business Day.

SECTION 1.4 GOVERNING LAW. This Plan of Arrangement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein.

SECTION 1.5 CURRENCY. All references to currency herein are to lawful money of
Canada unless otherwise specified.

                                   ARTICLE II
                                   ARRANGEMENT

SECTION 2.1 BINDING EFFECT. This Plan of Arrangement will become effective at,
and be binding at and after, the Effective Time on (i) Harris, (ii) Harris
Acquireco, (iii) Leitch, (iv) all holders and all beneficial owners of Common
Shares and (v) all holders and all beneficial owners of Leitch Options.

SECTION 2.2 ARRANGEMENT. Commencing at the Effective Time, subject to the terms
and conditions of the Arrangement Agreement, the following events or
transactions shall occur and shall be deemed to occur in the following sequence
without any further act or formality:

     (a)  all of the Leitch Options granted and outstanding immediately prior to
          the Effective Time shall, without any further action on behalf of any
          Leitch Option

                                       -5-


          holder, be transferred by the holders thereof to Leitch without any
          act or formality on its or their part in exchange for a cash amount
          equal to the excess, if any, of (i) the product of the number of
          Common Shares underlying Leitch Options held by such holder and the
          Cash Consideration over (ii) the aggregate exercise price payable
          under such Leitch Options by the holder to acquire the Common Shares
          underlying such Leitch Options. All Leitch Options issued and
          outstanding immediately prior to the Effective Time shall thereafter
          immediately be cancelled; and

     (b)  all of the Common Shares issued and outstanding immediately prior to
          the Effective Time held by each Shareholder (other than any Dissenting
          Shares held by Dissenting Shareholders who are ultimately entitled to
          be paid the fair value of the Dissenting Shares held by such
          Dissenting Shareholder, and any Common Shares held by Harris and its
          affiliates, which shall not be transferred under the Arrangement)
          shall, without any further action on behalf of such Shareholder, be
          transferred by the holders thereof, and acquired by, Harris Acquireco
          without any act or formality on its or their part in exchange for a
          cash amount equal to the product of the number of Common Shares held
          by such holder and the Cash Consideration and Harris Acquireco shall
          be deemed to be the legal and beneficial owner thereof, free and clear
          of all Liens.

                                   ARTICLE III
                                RIGHTS OF DISSENT

SECTION 3.1 RIGHTS OF DISSENT. Registered holders of Common Shares may exercise
rights of dissent with respect to such shares pursuant to and, except as
expressly indicated to the contrary in this SECTION 3.1, in the manner set forth
in SECTION 185 of the OBCA and this SECTION 3.1 (the "DISSENT RIGHTS") in
connection with the Arrangement Resolution as the same may be modified by the
Interim Order or the Final Order; provided that, notwithstanding SUBSECTION
185(6) of the OBCA, the written objection to the Arrangement Resolution referred
to in SUBSECTION 185(6) of the OBCA must be actually received by Leitch not
later than 5:00 p.m. (Toronto time) on the Business Day preceding the Meeting;
and provided further that, notwithstanding the provisions of SECTION 185 of the
OBCA, holders of Common Shares who duly exercise such rights of dissent and who:

     (a)  are ultimately determined to be entitled to be paid fair value for
          their Common Shares, which fair value, notwithstanding anything to the
          contrary contained in SECTION 185 of the OBCA, shall be determined as
          of the Effective Time, shall be deemed to have transferred such Common
          Shares as of the Effective Time at the fair value of such shares
          determined as of the Effective Time, without any further act or
          formality and free and clear of all Liens, to Leitch and such shares
          so transferred to Leitch shall be cancelled as of the Effective Date;
          or

     (b)  are ultimately determined not to be entitled, for any reason, to be
          paid fair value for their Common Shares shall be deemed to have
          participated in the Arrangement on the same basis as any
          non-dissenting holder of Common Shares and shall receive the Cash
          Consideration per share, as provided in ARTICLE 2,

                                       -6-


but in no case shall Harris, Harris Acquireco, Leitch, the Transfer Agent or any
other Person be required to recognize such holders as holders of Common Shares
after the Effective Time, and the names of such holders of Common Shares shall
be deleted from the register of holders of Common Shares at the Effective Time.
In addition to any other restrictions under section 185 of the OBCA, none of the
following shall be entitled to exercise Dissent Rights: (i) holders of Leitch
Options and (ii) Shareholders who vote in favour of the Arrangement Resolution.

                                   ARTICLE IV
                CONSIDERATION, CERTIFICATES AND FRACTIONAL SHARES

SECTION 4.1 LETTER OF TRANSMITTAL. At the time of mailing the Circular or as
soon as practicable after the Effective Date, Leitch shall forward to each
Shareholder and each holder of Leitch Options at the address of such holder as
it appears on the register maintained by or on behalf of Leitch in respect of
the holders of Common Shares or Leitch Options, as the case may be, the Letter
of Transmittal in the case of the holders of Common Shares and instructions for
obtaining delivery of the Common Share Consideration or the Option Consideration
payable to such holders following the Effective Date pursuant to this Plan of
Arrangement.

SECTION 4.2 DELIVERY OF CASH CONSIDERATION AND OPTION CONSIDERATION.

     (a)  Not later than immediately before the Effective Time, Harris shall
          cause to be deposited in immediately available funds (at Toronto) with
          the Depositary (i) on behalf of Harris Acquireco, the Common Share
          Consideration and (ii) on behalf of Leitch, the Option Consideration.

     (b)  On or as soon as practicable after the Effective Date, upon the holder
          having validly deposited with the Depositary such share certificates
          representing Common Shares held by such holder accompanied by a duly
          completed Letter of Transmittal and such other documents and
          instruments as the Depositary may reasonably require, the Depositary
          shall deliver on behalf of Harris Acquireco to such holder, or
          otherwise in accordance with the Letter of Transmittal, a cheque
          representing the payment of the Common Share Consideration to which
          such holder is entitled in accordance with this Plan of Arrangement.

     (c)  On or as soon as practicable after the Effective Date, the Depositary
          shall deliver on behalf of Leitch to each holder of Leitch Options as
          reflected on the books and records of Leitch a cheque or other form of
          payment agreed to by the holder representing the payment of the Option
          Consideration to which such holder is entitled in accordance with this
          Plan of Arrangement.

     (d)  The Common Share Consideration and the Option Consideration deposited
          with the Depositary shall be held in separate interest bearing
          accounts and any interest earned on the Common Share Consideration
          shall be for the account of Harris Acquireco and any interest earned
          on the Option Consideration shall be for the account of Leitch.

                                      -7-


SECTION 4.3 EXPIRATION OF RIGHTS. Any certificates formerly representing Common
Shares that, following the Effective Date, are not duly presented for payment
with the Depositary, together with a duly executed Letter of Transmittal, and
such other documents as the Depositary deems necessary, or any payment made by
way of cheque by the Depositary on behalf of Harris Acquireco of the Common
Share Consideration or on behalf of Leitch of the Option Consideration that has
not been deposited or has been returned to the Depositary, or that otherwise
remains unclaimed, in each case on or before the sixth anniversary of the
Effective Date, shall cease to represent a right or claim of any kind or nature
and the right of the holder of such securities to receive the Common Share
Consideration or the Option Consideration, as the case may be, pursuant to this
Plan of Arrangement and shall be deemed to be surrendered and forfeited to
Harris Acquireco or Leitch, as the case may be, for no consideration.

SECTION 4.4 LOST CERTIFICATES. In the event any certificate which immediately
prior to the Effective Time represented outstanding Common Shares that were
exchanged pursuant to ARTICLE 2 hereof shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming
such certificate to be lost, stolen or destroyed, the Depositary will issue in
exchange for such lost, stolen or destroyed certificate, a cheque for the Cash
Consideration to which such holder is entitled deliverable in respect thereof as
determined in accordance with ARTICLE 2 and such holder's Letter of Transmittal.
When seeking such payment in exchange for any lost, stolen or destroyed
certificate, the Person to whom the Cash Consideration is payable shall, at the
discretion of Harris Acquireco, as a condition precedent to the delivery
thereof, give a bond satisfactory to Harris, Harris Acquireco and the
Depositary, in such sum as the parties may reasonably direct or otherwise
indemnify Harris and Harris Acquireco against any claim that may be made against
Harris, Harris Acquireco or the Depositary with respect to the certificate
alleged to have been lost, stolen or destroyed.

                                    ARTICLE V
                               WITHHOLDING RIGHTS

SECTION 5.1 WITHHOLDING RIGHTS. Harris Acquireco, Leitch and the Depositary
shall deduct and withhold from the proceeds or amounts distributable or payable
pursuant to this Arrangement to any holder or former holder of Common Shares or
Leitch Options such amount as may be required by law (as advised by outside tax
counsel for Harris and Harris Acquireco) to be deducted or withheld therefrom
under any provision of United States or Canadian federal, state, provincial,
regional, local or foreign tax law or under any other applicable legal
requirement. To the extent that amounts are so deducted or withheld, such
amounts shall be treated for all purposes hereof as having been paid to the
holder of the Common Shares or Leitch Options, as the case may be, in respect of
which such deduction and withholding was made, provided that such withheld
amounts are actually remitted to the appropriate taxing authority within the
time required and in accordance with applicable law and that such holder has
been provided forthwith with a receipt evidencing such remittance.

                                       -8-


                                   ARTICLE VI
                                   AMENDMENTS

SECTION 6.1 AMENDMENT OF THE ARRANGEMENT.

     (a)  Harris, Harris Acquireco and Leitch reserve the right to amend, modify
          and/or supplement this Plan of Arrangement at any time and from time
          to time prior to the Effective Date provided that any such amendment,
          modification, or supplement must be contained in a written document
          which is (i) subject to SECTION 6.1(B), agreed to by Harris, Harris
          Acquireco and Leitch, (ii) filed with the Court and, if made following
          the Meeting, approved by the Court subject to such conditions as the
          Court may impose and (iii) communicated to holders of Common Shares in
          the manner if and as required by the Court.

     (b)  Subject to the Arrangement Agreement, Harris shall be entitled, at any
          time prior to the Meeting, to modify this Plan of Arrangement to: (i)
          increase the consideration it or Harris Acquireco is prepared to make
          available to Shareholders pursuant to the Arrangement, whether or not
          the Board of Directors of Leitch has changed its recommendation,
          provided that Harris shall use its commercially reasonable efforts to
          provide not less than one Business Day's prior written notice of such
          proposal to Leitch; or (ii) modify the terms of the Plan of
          Arrangement to achieve tax planning objectives of Harris and Harris
          Acquireco, including without limitation to provide for one or more
          amalgamations of subsidiaries of Harris and/or Leitch, which, in the
          opinion of Leitch, acting reasonably, (A) would not prejudice it or
          the Shareholders, or (B) would not impede or materially delay the
          completion of the transactions contemplated hereby provided that
          Harris or Harris Acquireco has provided notice of such modification to
          Leitch not less than 15 Business Days prior to the Meeting Date.

     (c)  Any amendment, modification or supplement to this Plan of Arrangement
          referred to in SECTION 6.1(A) OR (B), if so proposed and, subject to
          SECTION 6.1(B), accepted by the Persons voting at the Meeting (other
          than as may be required under the Interim Order), shall become part of
          this Plan of Arrangement for all purposes.

     (d)  Any amendment, modification or supplement to this Plan of Arrangement
          which is approved by the Court following the Meeting shall be
          effective only (i) if, subject to SECTION 6.1(B), it is agreed to by
          Harris, Harris Acquireco and Leitch, and (iii) if required by the
          Court, it is consented to by holders of Common Shares voting in the
          manner directed by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be
made following the Effective Date unilaterally by Harris Acquireco, provided
that it concerns a matter which, in the reasonable opinion of Harris Acquireco,
is of an administrative nature required to better give effect to the
implementation of this Plan of Arrangement and is not adverse to the financial
or economic interests of the holders of Common Shares or the Leitch Options.

                                       -9-


Notwithstanding the foregoing, no amendment, modification or supplement to this
Plan of Arrangement made following the Effective Date shall be effective prior
to the issuance by the Director of a Certificate of Arrangement endorsing
amended Articles of Arrangement.

                                   ARTICLE VII
                                     GENERAL

SECTION 7.1 FURTHER ASSURANCES. Notwithstanding that the transactions and events
set out herein shall occur and be deemed to occur in the order set out in this
Plan of Arrangement without any further act or formality, each of the parties to
the Arrangement Agreement shall make, do and execute, or cause to be made, done
and executed, all such further acts, deeds, agreements, transfers, assurances,
instruments or documents as may reasonably be required by any of them in order
further to document or evidence any of the transactions or events set out
herein.

SECTION 7.2 PARAMOUNTCY. From and after the Effective Time (i) this Plan of
Arrangement shall take precedence and priority over any and all rights related
to Common Shares and Leitch Options issued prior to the Effective Time, (ii) the
rights and obligations of the holders of Common Shares and Leitch Options and
any trustee and transfer agent therefore, shall be solely as provided for in
this Plan of Arrangement, and (iii) all actions, causes of actions, claims or
proceedings (actual or contingent, and whether or not previously asserted) based
on or in any way relating to Common Shares or Leitch Options shall be deemed to
have been settled, compromised, released and determined without liability except
as set forth herein.

EX-4.1

Exhibit 4.1

[FORM OF FACE OF GLOBAL SECURITY]

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

HARRIS CORPORATION

5% NOTES DUE 2015

Registered No. R-1	CUSIP: 413875 AJ 4
Issue Date: September 20,2005	ISIN: US413875AJ48
	$	300,000,000

     HARRIS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000) on October 1, 2015.

     This Security shall bear interest at the rate of 5% per annum.

     Additional provisions of this Security are set forth on the other side of this Security.

Dated: September 20, 2005	HARRIS CORPORATION
	By:	Name: Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK,      as Trustee
	By:	Authorized Signatory
Dated: September 20, 2005

[FORM OF REVERSE OF GLOBAL SECURITY]

5% NOTES DUE 2015

1. Interest.

     This Security shall bear interest at the rate of 5% per year on the principal amount hereof, from September 20, 2005 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semiannually in arrears on April 1 and October 1 of each year (each, an “Interest Payment Date”), beginning April 1, 2006, to the persons in whose names the Securities are registered at the close of business on March 15 and September 15 (each, a “Regular Record Date”) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

     If the principal amount of a Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Paragraph 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate applicable to the Securities, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     Interest will be paid (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds or (ii) if this Security is in the form of a definitive Security, (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities.

2. Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices and at maturity to Holders who surrender Securities to the Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Registrar.

     Initially, The Bank of New York (the “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice, other than notice to the Trustee; provided, however, that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent or Registrar.

2

4. Series.

     This Security is one of a duly authorized issue of securities of the Company, issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers’ certificate of the Company dated September 20, 2005 (the “Officers’ Certificate”) to establish the terms of this series of Securities, setting forth such terms, to which Indenture and Officers’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

     The initial Securities of this series issued on September 20, 2005 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

     The Securities are unlimited in aggregate principal amount.

5. Optional Redemption; No Sinking Fund.

     The Company may at its option redeem the Securities at any time, in whole or in part, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

     (1) 100% of the principal amount of the Securities being redeemed; and

     (2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined below, plus 15 basis points.

     In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

     “Comparable Treasury Issue” means, with respect to the Securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding

3

the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

     “Reference Treasury Dealer” means (1) each of Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and two other primary U.S. government securities dealers in New York City (each a “Primary Treasury Dealer”) selected by the Company, and in each case, their respective successors, provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealers selected by the Company.

     “Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the redemption date for the Securities being redeemed.

     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided however that, if no maturity is within three months before or after the Remaining Life of the notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date.

     If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair.

     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date of redemption to each Holder of the Securities to be redeemed. The notice of redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

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     No sinking fund is provided for the Securities.

6. Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons, in minimum denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

     The Company shall not be required to exchange or register a transfer of (a) any Security for a period of fifteen days next preceding the first mailing of notice of redemption of Securities or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.

7. Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of this Security for all purposes.

8. Unclaimed Money or Securities.

     The Trustee and the Paying Agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

9. Amendment; Waiver.

     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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10. Obligations Absolute.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

11. Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

12. Book-Entry Provisions for Global Securities.

     This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall (i) be registered in the name of the Depositary, who shall be The Depository Trust Company or as otherwise identified in or pursuant to the Officers’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

     Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

     In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the

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Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

     The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

13. Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to (i) create, incur, assume or suffer to exist specified liens and (ii) enter into Sale and Leaseback Transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

14. No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

15. Authentication.

     This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

16. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

17. Defeasance.

     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the

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related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.

18. GOVERNING LAW.

     THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

*       *       *

     The Company will furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

Harris Corporation
1025 West NASA Boulevard
Melbourne, FL 32919
Attn: Treasurer

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

(Insert assignee’s social security or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Your Signature:	________________________________________________________________
	(Sign exactly as your name appears on the other side of this Security)
Date: __________________________
Medallion Signature Guarantee: _________________________________

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EX-99.1

                                                                    EXHIBIT 99.1

            Harris Corporation to Raise $300 Million in Note Offering

MELBOURNE, FLORIDA, SEPTEMBER 15, 2005 - Harris Corporation (NYSE: HRS)
announced today that it intends to offer US$300 million aggregate principal
amount of 10-year fixed-rate notes to be issued pursuant to the company's
shelf-registration statement filed with the Securities and Exchange Commission.
Proceeds from the sale of the notes will be used for general corporate purposes,
including the acquisition of Leitch Technology Corporation. Morgan Stanley and
Banc of America Securities will be acting as Joint Bookrunning Managers. The
offering is subject to market and other conditions.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission and has become effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. A written prospectus may be
obtained, when available, from Morgan Stanley & Co. Incorporated at 1585
Broadway, New York, NY, Attn: Prospectus Department, and from Banc of America
Securities LLC at Banc of America Prospectus Department, 100 West 33rd Street,
3rd Floor, New York, NY 10001, telephone number 646-733-4166.

Cautionary Statement: Harris' statements in this press release that are not
historical fact and that relate to future plans or events are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include Harris' intention to consummate
the issuance of the notes and the intended use of proceeds. The proposed
issuance of notes is subject to conditions, and there can be no assurance that
Harris will complete the issuance of the notes. In addition, Harris' business is
subject to the risks and uncertainties described in Harris' filings with the
Securities and Exchange Commission.

Harris is an international communications and information technology company
serving government and commercial markets in more than 150 countries. With
headquarters in Melbourne, Florida, the company has annual sales of over $3
billion and employs 12,600 men and women - including 5,500 engineers and
scientists - dedicated to the development of best-in-class assured
communications(TM) products, systems, and services. The company's operating
divisions serve markets for government communications, tactical radio,
broadcast, and microwave systems. Additional information about Harris
Corporation is available at www.harris.com.

                                      # # #

MEDIA INQUIRIES: Tom Hausman at 321-727-9131, or tom.hausman@harris.com

INVESTOR RELATIONS INQUIRIES: Pamela Padgett at 321-727-9383, or
pamela.padgett@harris.com

HARRIS CORPORATION   |   1025 WEST NASA BOULEVARD, MELBOURNE, FL USA 32919