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o  Preliminary Proxy Statement
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

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

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

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

(1)	Amount Previously Paid:

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

(3)	Filing Party:

(4)	Date Filed:

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	•	election of four directors for a three-year term expiring in 2008;
	•	approval of the Harris Corporation 2005 Equity Incentive Plan;
	•	approval of the Harris Corporation 2005 Annual Incentive Plan;
	•	ratification of the appointment of independent auditors for fiscal year 2006; and
	•	the transaction of such other business as may properly come before the meeting.

	Cordially,
	Howard L. Lance
	Chairman, President and
	Chief Executive Officer

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	1.	to elect four directors for a three-year term expiring at the 2008 Annual Meeting of Shareholders;
	2.	to approve the Harris Corporation 2005 Equity Incentive Plan;
	3.	to approve the Harris Corporation 2005 Annual Incentive Plan;
	4.	to ratify the appointment by the Audit Committee of Ernst & Young LLP as Harris’ independent auditors for fiscal year 2006; and
	5.	to consider and act upon such other business as may properly come before the Annual Meeting or any adjournments thereof.

	By Order of the Board of Directors
	Scott T. Mikuen
	Corporate Secretary

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			Page
Notice of 2005 Annual Meeting of Shareholders
General Information About the Meeting				1
Corporate Governance				6
	Proposal 1: Election of Directors — Term Expiring in 2008			6
	Nominees for Election — Term Expiring in 2008			7
	Current Directors not up for Election			8
	Additional Information Concerning Our Board of Directors			10
	Committee Membership			13
	Other Corporate Governance Information			13
	Director Compensation and Benefits			15
Our Largest Shareholders				19
Shares Held by Our Directors and Executive Officers				20
Report of the Audit Committee				21
Executive Compensation and Related Information				22
	Report of the Management Development and Compensation Committee on Executive Compensation			22
	Summary Compensation Table			26
	Option Grants in Last Fiscal Year			28
	Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values			29
	Long-Term Incentive Plans — Awards in Last Fiscal Year			29
	Employment and Change in Control Severance Agreements			30
Certain Relationships and Related Transactions				32
Harris Stock Performance Graph				33
Section 16(a) Beneficial Ownership Reporting Compliance				34
Equity Compensation Plan Information				34
Proposal 2: Approval of the Harris Corporation 2005 Equity Incentive Plan				34
Proposal 3: Approval of the Harris Corporation 2005 Annual Incentive Plan				42
Proposal 4: Ratification of the Appointment of Independent Auditors				45
Shareholder Proposals for the 2006 Annual Meeting				46
Discretionary Voting on Other Matters				47
Miscellaneous Matters				47
Appendix A — Corporate Governance Principles				A-1
Appendix B — Director Independence Standards				B-1
Appendix C — Harris Corporation 2005 Equity Incentive Plan				C-1
Appendix D — Harris Corporation 2005 Annual Incentive Plan				D-1

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	•	By filing a written notice of revocation with our Corporate Secretary at Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919;

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	•	By duly signing and delivering a proxy that bears a later date;
	•	By subsequently voting by telephone or over the Internet as described above; or
	•	By attending the Annual Meeting and voting in person.

	•	Vote “for” the election of all four of the nominees for director named in this proxy statement;
	•	“Withhold” authority to vote for all four of the nominees; or
	•	“Withhold” authority to vote for one or more of the nominees and vote “for” the remaining nominee or nominees.

Proposal 2:	Approval of the Harris Corporation 2005 Equity Incentive Plan

	•	Vote “for” approval of the plan;
	•	Vote “against” approval of the plan; or
	•	“Abstain” from voting on the proposal.

Proposal 3:	Approval of the Harris Corporation 2005 Annual Incentive Plan

	•	Vote “for” approval of the plan;
	•	Vote “against” approval of the plan; or
	•	“Abstain” from voting on the proposal.

Proposal 4:	Ratification of the Appointment of Independent Auditors

	•	Vote “for” ratification;
	•	Vote “against” ratification; or
	•	“Abstain” from voting on the proposal.

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	•	FOR the election of all four of the nominees for director named in this proxy statement;
	•	FOR the approval of the Harris Corporation 2005 Equity Incentive Plan;
	•	FOR the approval of the Harris Corporation 2005 Annual Incentive Plan; and
	•	FOR the ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for fiscal year 2006.

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	•	The integrity of our financial statements;
	•	Our compliance with legal and regulatory requirements;
	•	The independent auditors’ qualifications and independence; and
	•	The performance of the independent auditors and our internal audit function.

	•	Directly appointing, compensating, retaining, terminating and overseeing our independent auditors;
	•	Pre-approving, or adopting appropriate procedures to pre-approve, all audit services, internal control-related services and non-audit services to be provided by the independent auditors;
	•	Reviewing and discussing with the independent auditors and management any major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, and major issues concerning the adequacy of our internal controls and any special audit steps adopted in light of any material control deficiencies, and the effect of regulatory and accounting initiatives as well as off-balance sheet structures on our financial statements;
	•	Reviewing and discussing with the independent auditors and management significant risks and exposures, if any, and the steps to monitor and minimize such risks and exposures;
	•	Reviewing and discussing our earnings press releases and the types of financial information and guidance provided, and the types of presentations made, to analysts and rating agencies; and
	•	Reviewing and discussing with the independent auditors and management quarterly and year-end operating results, reviewing interim financial statements prior to their inclusion in Form 10-Q filings, and recommending to the Board of Directors the inclusion of the financial statements in our Annual Report on Form 10-K.

	•	Reviewing and evaluating plans for management training and development and organizational structure, and recommending to the Board of Directors for its approval individuals for election as executive officers and other corporate officers;
	•	Overseeing and reviewing our overall compensation philosophy and establishing the compensation, perquisites and other benefits of our officers and management;
	•	Reviewing and approving corporate goals and objectives relevant to the compensation

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		of our Chief Executive Officer, evaluating his performance in light of those goals, and together with all independent directors, determining and approving the Chief Executive Officer’s annual salary, bonus, stock incentives and other benefits based on this evaluation;
	•	Reviewing and approving the use and the terms of employment, separation, severance and change of control agreements and any special arrangements in the event of termination of employment, death or retirement of corporate officers (together, in the case of our Chief Executive Officer, with all independent directors); and
	•	Administering our stock-based compensation plans.

	•	Identifying individuals believed to be qualified to become Board members consistent with criteria approved by the Board, and recommending nominees to stand for election at annual meetings of shareholders or to fill vacancies;
	•	Adopting a policy and procedure for consideration of candidates recommended by our shareholders;
	•	Developing, implementing and overseeing our Corporate Governance Principles;
	•	Developing, reviewing and recommending director compensation, perquisites and benefit plans;
	•	Recommending committees of the Board and committee assignments;
	•	Reviewing the functions of committees of the Board of Directors and recommending changes as deemed appropriate;
	•	Setting meeting schedules for the Board of Directors and recommending meeting schedules for the Board’s committees; and
	•	Facilitating the Board’s evaluation of the Board’s effectiveness.

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								Management
								Development
Audit		Business Conduct		Corporate Governance		Executive and Finance		and Compensation
David B. Rickard Thomas A. Dattilo Lewis Hay III Gregory T. Swienton		Karen Katen Thomas A. Dattilo Terry D. Growcock Lewis Hay III Stephen P. Kaufman Leslie F. Kenne David B. Rickard Dr. James C. Stoffel Gregory T. Swienton Hansel E. Tookes II		Lewis Hay III Thomas A. Dattilo Stephen P. Kaufman Leslie F. Kenne		Howard L. Lance Lewis Hay III Karen Katen Stephen P. Kaufman David B. Rickard		Stephen P. Kaufman Karen Katen Dr. James C. Stoffel Gregory T. Swienton

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	•	Demonstrated ability and sound judgment that usually will be based on broad experience;
	•	Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;
	•	Willingness to objectively appraise management performance;
	•	Giving due consideration to potential conflicts of interest, current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our businesses;
	•	Ability and willingness to commit adequate time to Board and committee matters, including attendance at Board, committee and annual shareholder meetings;
	•	Fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Harris and the interests of our shareholders; and
	•	Diversity of viewpoints, background and experience.

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	•	$55,000 basic annual cash retainer, payable on a quarterly basis, increased from $30,000;
	•	$10,000 annual cash retainer, payable on a quarterly basis, for service as Chairperson of the Audit Committee (no change);
	•	$5,000 annual cash retainer, payable on a quarterly basis, for service as the Chairperson of each standing committee of the Board other than the Audit Committee (no change);
	•	$2,000 attendance fee for each meeting or telephonic meeting of the Board, increased from $1,200; and
	•	$2,000 attendance fee for each meeting or telephonic meeting of each standing committee of the Board and for attendance at any other event for or on behalf of Harris, increased from $1,500.

	•	50% of the option becomes exercisable on the first anniversary of the date of grant; and
	•	25% of the option becomes exercisable on each of the next two succeeding anniversary dates.

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	•	The benefits provided by our Restated Certificate of Incorporation and By-Laws in effect on the date of the indemnification agreement or at the time expenses are incurred by the director or officer;
	•	The benefits allowable under Delaware law in effect on the date of the indemnification agreement;
	•	The benefits allowable under the law of the jurisdiction under which we exist at the time expenses are incurred by the director or officer;
	•	The benefits available under liability insurance obtained by us; and
	•	Such other benefits as may otherwise be available to the director or officer under our existing practices.

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		Amount and
Name and Address of		Nature of				Percent
Beneficial Owner		Beneficial Ownership				of Class
Barclays Global Investors, NA			12,015,526	(1)			8.99%
45 Fremont Street, 17th Floor
San Francisco, California 94105
FMR Corp.			11,297,962	(2)			8.45%
82 Devonshire Street
Boston, Massachusetts 02109
T. Rowe Price Associates Inc.			7,063,400	(3)			5.20%
100 East Pratt Street
Baltimore, Maryland 21202

(1)	This information is based on a Schedule 13G with respect to our common stock filed by Barclays Global Investors, NA (“Barclays”) with the SEC on February 14, 2005, in which Barclays states that as of December 31, 2004, Barclays beneficially owned 12,015,526 shares, as to which it possessed sole voting power over 8,262,810 shares and sole dispositive power over 9,396,288 shares. Further, Barclays’ Schedule 13G indicates that certain of its subsidiaries and affiliates are considered beneficial owners of such shares as follows: Barclays Global Fund Advisors beneficially owned 1,036,394 shares, as to which it possessed sole voting power over 946,002 shares and sole dispositive power over 1,036,394 shares; Barclays Global Investors, Ltd. beneficially owned 1,545,044 shares, as to which it possessed sole voting power over 1,532,244 shares and sole dispositive power over 1,545,044 shares; Barclays Life Assurance Company Limited beneficially owned and possessed sole voting and dispositive power over 20,200 shares; Barclays Capital Securities Limited beneficially owned and possessed sole voting and dispositive power over 7,800 shares; and Palomino Limited beneficially owned and possessed sole voting and dispositive power over 9,800 shares.
(2)	This information is based on Amendment No. 3 to Schedule 13G with respect to our common stock filed by FMR Corp. with the SEC on February 14, 2005, in which FMR Corp. states that as of December 31, 2004, Edward C. Johnson 3d and FMR Corp. had sole dispositive power over 11,297,360 shares. Edward C. Johnson 3d and FMR Corp. each had sole voting and dispositive power over 103,360 shares. Further, FMR Corp.’s Amendment No. 3 to Schedule 13G indicates that certain subsidiaries and affiliates of FMR Corp. are considered beneficial owners of certain shares beneficially owned by FMR Corp., as follows: Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp., beneficially owned 11,194,000 shares as a result of its acting as investment advisor to various investment companies; Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., beneficially owned 103,360 shares as a result of its serving as investment manager of institutional accounts; and Strategic Advisors, Inc., a wholly-owned subsidiary of FMR Corp., which provides investment advisory services to individuals, beneficially owned 602 shares.
(3)	This information is based on Amendment No. 1 to Schedule 13G with respect to our common stock filed by T. Rowe Price Associates Inc. with the SEC on February 14, 2005, in which T. Rowe Price Associates, Inc. states that as of December 31, 2004, it was the beneficial owner of 7,063,400 shares as a result of its serving as investment manager of institutional accounts, as to which it possessed sole voting power over 1,105,800 shares and sole dispositive power over 7,063,400 shares. T. Rowe Price Associates, Inc. by separate instruction requested that it be disclosed that “T. Rowe Price Associates, Inc. (Price Associates) serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.”

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		Shares Beneficially Owned
						Shares				Total
						Under				Shares				Deferred
		Shares				Exercisable				Beneficially				Stock
Name		Owned(1)				Options(2)				Owned(3)				Units(4)
DIRECTORS:
Thomas A. Dattilo			0				13,000				13,000				18,002
Terry D. Growcock*			—				—				—				—
Lewis Hay III			0				9,000				9,000				15,764
Karen Katen			10,000				35,040				45,040				41,223
Stephen P. Kaufman			4,000				13,000				17,000				10,760
Leslie F. Kenne			0				2,000				2,000				1,495
Howard L. Lance(5)**			277,403				372,588				649,991				2,909
David B. Rickard			0				9,000				9,000				12,295
James C. Stoffel			0				5,000				5,000				3,520
Gregory T. Swienton			0				13,000				13,000				29,083
Hansel E. Tookes II			1,000				0				1,000				590
NAMED EXECUTIVE OFFICERS:
Nick E. Heldreth(5)			66,674				185,402				252,076				4,324
Robert K. Henry(5)			139,043				232,766				371,809				4,348
Chester A. Massari(5)			85,721				71,148				156,869				3,397
Bryan R. Roub(5)(6)			237,662				303,460				541,122				9,781
All Directors and Executive Officers as a group (19 persons)(7)			1,021,933				1,525,968				2,547,901				160,565

*	Terry D. Growcock was appointed to our Board of Directors on August 27, 2005.
**	Also a Named Executive Officer.
(1)	Includes shares over which the person or members of his or her immediate family hold or share voting and/or investment power and excludes shares listed under the columns “Shares Under Exercisable Options” and “Deferred Stock Units.”
(2)	Includes shares underlying options granted under our 1990 Stock Incentive Plan and 2000 Stock Incentive Plan which are exercisable as of July 22, 2005, and shares underlying options which become exercisable within 60 days thereafter.
(3)	Represents the total of shares listed under the columns “Shares Owned” and “Shares Under Exercisable Options.”
(4)	For the non-employee directors, this column includes stock equivalent units credited under our 1997 Directors’ Plan and our 2005 Directors’ Plan discussed above under “Director Compensation and Benefits.” For the Named Executive Officers, this column includes amounts deferred in the form of stock equivalent units under our Supplemental Executive Retirement Plan, which are settled in cash following, or under certain circumstances prior to, retirement. These stock equivalent units may not be voted or transferred.
(5)	The shares reported as beneficially owned include performance or restricted shares awarded under our 2000 Stock Incentive Plan for which the performance or vesting period had not expired and as to which the named individuals have sole voting power but no investment power, as follows: Mr. Lance — 70,000 performance shares and 66,666 restricted shares; Mr. Heldreth — 20,000 performance shares; Mr. Henry — 43,000 performance shares and 50,000 restricted shares; Mr. Massari — 28,000 performance shares; and Mr. Roub — 37,000 performance shares.
(6)	The shares reported as beneficially owned do not include 800 shares owned by family members of Mr. Roub. Mr. Roub disclaims beneficial ownership of such shares.
(7)	The shares reported as beneficially owned by all directors and executive officers, as a group, include 442,666 performance shares and restricted shares awarded to the executive officers under our 2000 Stock Incentive Plan as to which the executive officers have sole voting power but no investment power. The shares reported do not include 800 shares owned by family members, for which the directors and executive officers disclaim beneficial ownership.

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	•	The integrity of the financial statements of Harris;
	•	Harris’ compliance with applicable legal and regulatory requirements;
	•	The independence and qualifications of Harris’ independent auditors; and
	•	The performance of Harris’ independent auditors and internal audit function.

	•	Reviewed and discussed with management and the independent auditors Harris’ internal control over financial reporting, including a review of management’s and the independent auditors’ assessments of reports on the effectiveness of Harris’ internal control over financial reporting and any significant deficiencies or material weaknesses;
	•	Considered, reviewed and discussed the audited financial statements with management and the independent auditors, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies;
	•	Discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90, Communication with Audit Committees, and No. 71, Interim Financial Information, as currently in effect;
	•	Received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and discussed the independence of Ernst & Young LLP with them;

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	•	Reviewed the services provided by the independent auditors other than their audit services and considered whether the provision of such other services by the independent auditors is compatible with maintaining their independence, discussed with the auditors the auditors’ independence, and concluded that the independent auditors are independent from Harris and its management; and
	•	Reviewed the contents of SEC-required certification statements from the Chief Executive Officer and Chief Financial Officer and also discussed and reviewed the process and internal controls for providing reasonable assurances that the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2005 are true in all important respects, and that the report contains all appropriate material information of which they are aware.

	Submitted on August 26, 2005 by the Audit Committee of the Board of Directors

	David B. Rickard, Chairperson Thomas A. Dattilo Lewis Hay III Gregory T. Swienton

	•	Closely link compensation to an individual’s performance and our financial results;
	•	Align the interests of our executives and shareholders by emphasizing both the short-term and long-term performance objectives and strategic focus of our businesses;
	•	Facilitate management stock ownership; and
	•	Enable us to attract and retain a world-class management team.

	•	An annual cash component, consisting of a base salary and an incentive bonus based

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		on the financial performance for the fiscal year of Harris and/or the applicable business unit; and
	•	A long-term equity incentive component, consisting of (1) stock options, (2) performance shares with payouts based upon meeting performance targets over a three-year period, and (3) restricted shares which vest over a period of three to five years.

	•	Performance shares, or units, conditioned upon meeting specified performance criteria;
	•	Restricted stock or units;
	•	Stock options;
	•	Stock appreciation rights, independent of or in tandem with stock options; and
	•	Other awards valued in whole or in part by reference to, or otherwise based on, our common stock.

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	Submitted on August 26, 2005 by the Management Development
	and Compensation Committee of the
	Board of Directors

	Stephen P. Kaufman, Chairperson
	Karen Katen
	Dr. James C. Stoffel
	Gregory T. Swienton

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SUMMARY COMPENSATION TABLE
																			Long-Term Compensation
							Annual Compensation												Awards								Payouts
															Other				Restricted				Securities
															Annual				Stock				Underlying				LTIP				All Other
			Fiscal				Salary				Bonus				Compensation				Awards				Options				Payouts				Compensation
Name and Principal Position			Year				($)				($)				(1) ($)				(2) ($)				(#)				(3) ($)				(4) ($)
Howard L. Lance				2005			$	849,039			$	1,308,320			$	166,889				—				367,728				—			$	391,943
	Chairman, President &			2004			$	750,481			$	1,189,625			$	101,208				—				248,960				—			$	175,726
	Chief Executive Officer*			2003			$	320,673			$	422,083	(5)		$	396,430			$	3,132,000				200,000				—			$	2,495
Bryan R. Roub				2005			$	397,558			$	475,984			$	8,880				—				185,926			$	380,520			$	147,278
	Senior Vice President &			2004			$	370,096			$	465,444			$	7,000				—				265,130			$	248,800			$	126,112
	Chief Financial Officer			2003			$	360,673			$	293,934			$	4,800				—				68,000			$	122,280			$	83,849
Robert K. Henry				2005			$	396,155			$	440,849			$	19,740				—				68,390			$	547,949			$	146,780
	Senior Vice President & President,			2004			$	365,673			$	409,180			$	17,400				—				58,052			$	288,608			$	120,833
	Government Communications			2003			$	316,721			$	255,589			$	8,800			$	749,000				100,000			$	136,954			$	72,970
	Systems Division
Nick E. Heldreth**				2005			$	313,231			$	267,194			$	4,800				—				71,494			$	228,312			$	102,170
	Vice President — Human			2004			$	275,308			$	261,535			$	4,000				—				66,544			$	149,280			$	85,281
	Resources & Corporate Relations			2003			$	268,269			$	164,982			$	2,880				—				38,000			$	73,368			$	59,070
Chester A. Massari				2005			$	258,385			$	248,886			$	6,720				—				65,632			$	456,624			$	88,838
	President, RF Communications			2004			$	231,251			$	253,406			$	5,200				—				76,680			$	197,050			$	82,072
	Division			2003			$	218,269			$	275,965			$	3,520				—				26,000			$	124,726			$	66,018

*	Mr. Lance joined Harris on January 20, 2003 and became President and Chief Executive Officer on February 1, 2003 and Chairman on June 30, 2003.

(1)

Except for Mr. Lance, none of the Named Executive Officers received perquisites or other personal benefits in excess of the lesser of $50,000 or 10% of annual salary and bonus for fiscal 2005, 2004 or 2003. The amounts reported under “Other Annual Compensation”: (i) represent cash dividend equivalent payments on outstanding performance shares granted under our 2000 Stock Incentive Plan for which the performance period had not expired, and (ii) for Mr. Henry, also include cash dividend equivalent payments on outstanding restricted shares granted under our 2000 Stock Incentive Plan for which the vesting period had not expired. The amounts reported for Mr. Lance for fiscal 2005 include: (a) $101,089 for the personal use of the Company aircraft, (b) cash dividend equivalent payments of $40,800 on outstanding performance shares for which the performance period had not expired and on outstanding restricted shares for which the vesting period had not expired, and (c) $25,000 of other personal fringe benefits. The amounts reported for Mr. Lance for fiscal 2004 include: (a) $49,456 for the personal use of the Company aircraft, (b) cash dividend equivalent payments of $39,333 on outstanding performance shares for which the performance period had not expired and on outstanding restricted shares for which the vesting period had not expired, and (c) $12,419 of other personal fringe benefits. The amounts reported for Mr. Lance for fiscal 2003 include: (a) relocation and home sale related expenses of $217,738, (b) $67,954 for the personal use of the Company aircraft, (c) payment of fees for legal services of $46,000, (d) tax reimbursement payments of $39,598, (e) cash dividend equivalent payments of $16,000 on outstanding restricted shares for which the vesting period had not expired, and (f) $9,140 of other personal fringe benefits.

The incremental cost to the Company of personal use of Company aircraft is calculated based on the average variable operating costs to the Company. Variable operating costs include fuel, maintenance, weather-monitoring, on-board catering, landing/ramp fees and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the Company aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use to derive the incremental cost.

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The methodology excludes fixed costs which do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft and non-trip related hangar expenses. The amounts reported reflect a change in valuation methodology from prior years in which the cost of the personal use of Company aircraft had been calculated using the Standard Industrial Fare Level tables found in the tax regulations. The 2004 and 2003 amounts have been recalculated so that amounts are reported on a consistent basis.

(2)

This column shows the dollar value of restricted stock awards based upon the closing price of our common stock on the date of grant. On January 20, 2003, Harris granted Mr. Lance an award of 200,000 restricted shares. The dollar value of restricted stock awards for Mr. Lance is based upon the $15.66 closing price of our common stock on January 17, 2003. In general, Mr. Lance’s award of restricted shares vests in three equal annual installments beginning January 20, 2004, provided that Mr. Lance is employed by Harris on such dates. On February 28, 2003, Harris granted Mr. Henry an award of 50,000 restricted shares. The dollar value of restricted stock awards for Mr. Henry is based upon the $14.98 closing price of our common stock on February 28, 2003. In general, Mr. Henry’s award of restricted shares will vest on February 28, 2008, provided that Mr. Henry is employed by Harris on such date. Dividend equivalents are paid on shares of restricted stock. Upon death, disability or retirement prior to full vesting, the restricted stock award will be pro-rated. Upon a change of control, the restricted stock awards will immediately vest.

	As of July 1, 2005, the aggregate number and value of unvested restricted stock awards based upon the $31.71 closing price of our common stock on July 1, 2005, is as follows: Mr. Lance — 66,666 shares with a value of $2,113,979; and Mr. Henry — 50,000 shares with a value of $1,585,500.

(3)

LTIP payouts consist of the value of performance shares earned for the three-year performance period ended as of the last day of the applicable fiscal year. These values are based on the closing price of our common stock of $31.71, $24.88 and $15.285 on July 1, 2005, July 2, 2004 and June 27, 2003, respectively, and the number of performance shares earned for the three-year performance period ended as of the last day of the applicable fiscal year, as follows:

		Fiscal 2005				Fiscal 2004				Fiscal 2003
		(number of shares)
Mr. Lance			—				—				—
Mr. Roub			12,000				10,000				8,000
Mr. Henry			17,280				11,600				8,960
Mr. Heldreth			7,200				6,000				4,800
Mr. Massari			14,400				7,920				8,160

As of July 1, 2005, the aggregate number and value of performance shares awarded under the 2000 Stock Incentive Plan for which the performance period had not expired (excluding the number and value of performance shares with a performance period ended on July 1, 2005) is as follows: Mr. Lance — 70,000 shares, with a value of $2,219,700; Mr. Roub — 27,000 shares, with a value of $856,170; Mr. Henry — 31,000 shares, with a value of $983,010; Mr. Heldreth — 14,000 shares, with a value of $443,940; and Mr. Massari — 18,000 shares, with a value of $570,780. The value of the aggregate unearned performance shares is based upon the $31.71 closing price of our common stock on July 1, 2005.

(4)	All other compensation consists of:

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Mr. Lance		$	27,000			$	18,954			$	478
Mr. Roub		$	29,210			$	27,877			$	23,648
Mr. Henry		$	27,000			$	22,174			$	17,042
Mr. Heldreth		$	27,000			$	22,387			$	16,788
Mr. Massari		$	27,000			$	22,192			$	17,521

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Mr. Lance		$	361,743			$	154,210			$	913
Mr. Roub		$	118,068			$	98,235			$	60,201
Mr. Henry		$	114,851			$	94,236			$	52,211
Mr. Heldreth		$	70,058			$	57,956			$	37,441
Mr. Massari		$	57,425			$	55,653			$	44,712

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Mr. Lance		$	3,200			$	2,562			$	1,104
Mr. Roub			—				—				—
Mr. Henry		$	4,929			$	4,423			$	3,717
Mr. Heldreth		$	5,112			$	4,938			$	4,841
Mr. Massari		$	4,413			$	4,227			$	3,785

(5)	Mr. Lance’s bonus for fiscal 2003 includes a $120,000 one-time cash allowance.

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		Individual Grants
		Number of				% of Total												Potential Realizable Value at
		Securities				Options												Assumed Annual Rates of
		Underlying				Granted to				Exercise or								Stock Price Appreciation
		Options				Employees in				Base Price				Expiration				for Option Term
Name		Granted (#)				Fiscal Year(4)				($/Share)				Date				5% ($)				10% ($)
H.L. Lance			300,000	(1)			14.93%			$	24.00				8/27/2011			$	2,931,123			$	6,830,763
			55,518	(2)			2.76%			$	26.86				8/22/2013			$	812,430			$	1,996,270
			12,210	(2)			0.61%			$	26.86				1/20/2013			$	164,391			$	397,356
			367,728				18.30%											$	3,907,944			$	9,224,389
B.R. Roub			36,000	(1)			1.79%			$	24.00				8/27/2011			$	351,735			$	819,692
			12,866	(2)			0.64%			$	31.40				8/22/2013			$	216,115			$	529,067
			27,132	(2)			1.35%			$	31.40				8/23/2012			$	393,814			$	937,773
			32,464	(2)			1.62%			$	31.40				8/24/2011			$	400,234			$	927,404
			24,812	(2)			1.23%			$	31.40				8/28/2008			$	158,804			$	340,279
			21,092	(2)			1.05%			$	31.40				8/27/2009			$	174,630			$	383,860
			31,560	(2)			1.57%			$	31.40				8/25/2010			$	323,555			$	729,991
			185,926				9.25%											$	2,018,887			$	4,668,066
R.K. Henry			50,000	(1)			2.49%			$	24.00				8/27/2011			$	488,521			$	1,138,461
			5,224	(2)			0.25%			$	24.98				8/27/2009			$	35,653			$	78,683
			13,166	(2)			0.66%			$	24.98				8/25/2010			$	110,676			$	250,721
			68,390				3.40%											$	634,850			$	1,467,865
N.E. Heldreth			22,000	(1)			1.09%			$	24.00				8/27/2011			$	214,949			$	500,923
			22,180	(2)			1.10%			$	24.98				8/24/2011			$	223,371			$	519,738
			23,238	(2)			1.16%			$	24.98				8/25/2010			$	195,344			$	442,523
			4,076	(2)			0.20%			$	24.98				8/27/2009			$	27,818			$	61,392
			71,494				3.55%											$	661,482			$	1,524,576
C. A. Massari			24,000	(1)			1.19%			$	24.00				8/27/2011			$	234,490			$	546,461
			3,240	(2)			0.16%			$	26.86				8/24/2011			$	34,948			$	81,269
			4,924	(2)			0.25%			$	26.86				8/22/2013			$	72,056			$	177,053
			3,214	(2)			0.16%			$	33.58				8/22/2013			$	57,293			$	140,043
			4,936	(2)			0.25%			$	33.58				8/27/2009			$	43,146			$	94,706
			8,092	(2)			0.40%			$	33.58				8/24/2011			$	105,680			$	244,514
			8,788	(2)			0.44%			$	33.58				8/25/2010			$	95,306			$	214,714
			1,586	(2)			0.08%			$	33.58				8/25/2005			$	1,950			$	3,875
			3,606	(2)			0.18%			$	33.58				8/23/2006			$	10,673			$	21,724
			3,246	(2)			0.16%			$	33.58				8/23/2012			$	49,961			$	118,790
			65,632				3.27%											$	705,503			$	1,643,149
Shareholder Gain (3)																		$	1,725,408,590			$	4,020,161,920
Named Executive Officers’ Gain as a % of All Shareholder Gain																			0.46	%			0.46	%

(1)	All stock option grants were made under our 2000 Stock Incentive Plan. Each stock option generally expires after seven years from the date of grant and is exercisable in installments of: 50% after June 30, 2005; 75% after two years from the date of grant; and 100% after three years from the date of grant. These options were granted on August 27, 2004. The exercise price is the closing price of a share of our common stock on the date of grant and may be paid in cash and/or shares of our common stock, or an optionholder may use “cashless exercise” procedures. In the event of death while employed, options shall immediately become fully vested and shall be exercisable for up to twelve months following the date of death. In the event of retirement after age 62 and ten or more years of service, options shall continue to vest and be exercisable until the regularly scheduled expiration date. In the event of retirement after age 55 and ten or more years of service, options shall cease vesting and options exercisable at the time of such retirement will continue to be exercisable until the regularly scheduled expiration date. In the event of a change in control, outstanding options immediately vest and become exercisable.
(2)	During the first half of fiscal 2005, if shares of common stock were delivered by an employee in payment of the exercise price of options, we granted a Restoration Stock Option (“RSO”) equal to the number of shares used to exercise such stock option. These listed options are RSOs. The expiration date of RSOs is the same as the expiration date of the underlying options. RSO grants are non-qualified and are exercisable commencing six months after the date of grant at the fair market value on the grant date. Effective December 31, 2004 Harris discontinued the grant of RSOs.
(3)	Shareholder gain reflects the hypothetical increase in market value of our common stock for all shareholders, assuming annual stock price appreciation of 5% and 10%, respectively, over a seven-year period.
(4)	In fiscal 2005, Harris granted stock options covering a total of 2,009,638 shares of common stock to Harris employees and this number was used in calculating the percentages.

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										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money
		Shares								Options/SARs at Fiscal								Options/SARS at
		Acquired				Value				Year-End (#)								Fiscal Year-End(2)($)
		on Exercise				Realized
Name		(#)(1)				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
H.L. Lance			115,610			$	1,320,778				322,588				300,000			$	2,736,784			$	3,502,500
B.R. Roub			246,276			$	3,046,323				273,960				60,000			$	1,531,629			$	777,700
R.K. Henry			97,574			$	1,656,834				207,766				75,000			$	2,706,698			$	973,813
N.E. Heldreth			85,578			$	904,359				168,402				35,500			$	1,699,066			$	457,743
C.A. Massari			70,664			$	940,073				57,148				33,500			$	177,847			$	420,798

(1)	Upon exercise, option holders may surrender shares to pay the option exercise price and satisfy tax-withholding requirements. The number of shares acquired on exercise is provided on gross amounts absent netting for shares surrendered. The number of shares acquired upon exercise after netting out shares surrendered to pay the exercise price and satisfy tax withholding is as follows: Mr. Lance — 30,432 shares; Mr. Roub — 60,272 shares; Mr. Henry — 31,350 shares; Mr. Heldreth — 21,132 shares; and Mr. Massari — 14,404 shares.
(2)	Market value of shares underlying in-the-money options on July 1, 2005, less option exercise price. The market value is based upon the July 1, 2005 closing price of $31.71 per share of our common stock reported on the New York Stock Exchange Composite Transactions Tape.

Estimated Future Payouts Under
						Performance or				Non-Stock Price-Based Plans
						Other Period
		Number of				Until Maturation				Threshold				Target				Maximum
Name		Shares				or Payout				Shares (#)				Shares (#)				Shares (#)
H.L. Lance			40,000				6/29/2007				0				40,000				60,000
B.R. Roub			12,000				6/29/2007				0				12,000				18,000
R.K. Henry			16,000				6/29/2007				0				16,000				24,000
N.E. Heldreth			6,000				6/29/2007				0				6,000				9,000
C.A. Massari			8,000				6/29/2007				0				8,000				12,000

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	•	In the event of death, disability, retirement or involuntary termination other than for cause, the shares are to be paid as soon as practicable;
	•	In the event of resignation or termination for cause, the shares are forfeited; and
	•	In the event of certain defined changes in our capital structure, then, at the participant’s election, the award is to be paid in shares or cash, as soon as practicable.

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FISCAL YEAR END				2000				2001				2002				2003				2004				2005
Harris					$100				84				112				94				160				199
S&P 500					$100				85				70				70				83				89
S&P 500 Information Technology					$100				48				29				31				39				38

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Number of shares

Number of shares to

remaining available for

be issued upon

future issuance under

exercise of outstanding

Weighted-average exercise

equity compensation plans

options, warrants and

price of outstanding

(excluding securities

rights

options, warrants and rights

reflected in column (a))

Plan Category

(a)

(b)(2)

(c)

Equity compensation plans approved by shareholders(1)

6,780,088

$

19.18

11,153,594

Equity compensation plans not approved by shareholders

-0-

N/A

-0-

Total(3)

6,780,088

$

19.18

11,153,594

(1)	Includes outstanding options for 8,564 shares of our common stock that were assumed in connection with our acquisition of WavTrace, Inc. in fiscal 2001. No additional awards can be granted under the plans pursuant to which these options were initially issued.
(2)	Under the Harris Corporation 2000 Stock Incentive Plan, we may grant an aggregate of not more than 5,000,000 shares in the form of performance share awards, restricted stock awards, or other similar types of share awards. As of July 1, 2005, there were issued and outstanding 766,776 shares of such awards under this plan. Because there is no exercise price associated with performance share awards or restricted share awards which are granted to employees at no cost, such shares are not included in the weighted average price calculation.
(3)	As of the August 31, 2005 record date for the Annual Meeting, the number of shares to be issued upon exercise of outstanding options, warrants and rights under our equity compensation plans was 7,497,802 (which does not include the 976,099 performance share and restricted stock awards referenced below), with a weighted-average exercise price of $21.78 and a weighted average remaining life of 6.24 years. As of August 31, 2005 the number of shares remaining available for future issuances under our equity compensation plan was 9,801,079. As of August 31, 2005 there were issued and outstanding an aggregate of 976,099 performance share and restricted stock awards.

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	•	that participant’s annual incentive award payable under the 2005 Annual Incentive Plan for a fiscal year of Harris will be based solely on achievement of one or more of the performance objectives established by the Committee and the Committee will not have the discretion to increase the amount of the award payable under the 2005 Annual Incentive Plan but the Committee may reduce the amount of any award so payable; and
	•	no annual incentive award intended to be a “qualified performance-based award” for purposes of Section 162(m) of the Code will be payable to that participant under the 2005 Annual Incentive Plan unless the Committee certifies that that participant’s performance objectives have been satisfied to a particular extent and that any other material terms and conditions to payment of an award to that participant under the 2005 Annual Incentive Plan have been satisfied.

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			Fiscal 2005				Fiscal 2004
Audit Fees			$	4,336,100			$	1,950,000
Audit-Related Fees				0				35,400
Tax Fees				469,100				653,300
All Other Fees				0				0
	Total		$	4,805,200			$	2,638,700

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	Corporate Secretary
	Harris Corporation
	1025 West NASA Boulevard
	Melbourne, Florida 32919

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Except for the matters described in this proxy statement, the Board of Directors is not aware of any matter that will or may be properly presented at the 2005 Annual Meeting. If any other matter is properly brought before the 2005 Annual Meeting, the persons named in the proxy card and voting instructions intend to vote the shares for which we have received proxies in accordance with their best judgment.

	•	Writing to our Corporate Secretary at: Harris Corporation 1025 West NASA Boulevard Melbourne, FL 32919; or
	•	Calling (321) 727-9100.

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	•	Demonstrated ability and sound judgment that usually will be based on broad experience;
	•	Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;
	•	Willingness to objectively appraise management performance;
	•	Giving due consideration to potential conflicts of interest, current knowledge and contacts in the communities in which the Corporation does business and in the Corporation’s industry or other industries relevant to the Corporation’s business;
	•	Ability and willingness to commit adequate time to Board and committee matters including attendance at Board meetings, committee meetings, and annual stockholders meetings;
	•	Fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Corporation and the interests of its stockholders; and
	•	Diversity of viewpoints, background, experience and similar demographics.

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	(i) No Term Limits. The Board does not impose term limits, because of the belief they could unnecessarily interfere with the continuity, diversity, developed experience and knowledge, and the long-term outlook of the Board. The Board, based on recommendations by the Corporate Governance Committee, will review the prior service of the director who is eligible to be re-nominated for Board membership, including an assessment of individual director performance, attendance, length of service, number of other public and private corporation boards on which the individual serves, composition and requirements of the Board at that time, and other relevant factors.
	(ii) Retirement Policy. Directors will retire from the Board effective at the end of the month in which they reach age 72. In the event that a director’s 72nd birthday falls within twelve months of the Annual Meeting of Shareholders at which such director would stand for re-election, such director shall not stand for re-election. Upon reaching age 72, a director shall tender his or her resignation.
	(iii) Change in Status. Individual directors who (A) retire, or (B) change the primary job responsibility or employer they had when last elected or appointed to the Board, will promptly tender their resignation so that the Corporate Governance Committee and the Board may determine, on a case-by-case basis, whether the director’s continued Board membership is in the best interest of the Corporation, free from conflict of interests, and is otherwise appropriate.
	(iv) Other Directorships. The Board recognizes that individuals should limit the number of boards on which they serve so they can give proper attention to each board responsibility. The Corporate Governance Committee shall consider the number of other boards on which a prospective nominee is a member. The Board believes that directors should simultaneously serve on no more than four other public company boards. Directors are expected to advise the Chairman of the Board, the Chairperson of the Corporate Governance Committee and the Corporate Secretary in advance of accepting any other company directorship. To avoid any potential conflict of interest, it is expected that Board members will refrain from serving as a director with any companies that compete with the Corporation.

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	(i) Generally. The business and affairs of the Corporation shall be managed by or under the supervision and direction of the Board in accordance with Delaware law. The core responsibility of the Board of Directors is to exercise its fiduciary duty to act in the best interest of the Corporation and its stockholders. A director is expected to discharge his or her director duties, including duties as a member of a committee on which the director serves, in good faith and in a manner the director reasonably believes to be in the best interests of the Corporation.
	(ii) Disclose Relationships. Each independent director is expected to disclose promptly to the Board any existing or proposed relationships with the Corporation (other than service as a Board member or on Board committees) which could affect the independence of the director under applicable listing standards or any additional standards as may be established by the Board from time to time, including direct relationships between the Corporation and the director and his or her family members, and indirect relationships between the Corporation and any business, nonprofit or other organization in which the director is a general partner or manager, officer, or significant stockholder, or is materially financially interested.
	(iii) Reporting and Compliance Systems. Based on information available to the director, each director should be satisfied that Corporation management maintains an effective system for timely reporting to the Board or appropriate Board committees on the following: (i) the Corporation’s financial and business plans, strategies and objectives; (ii) the recent financial results and condition of the Corporation and its business segments; (iii) significant accounting, regulatory, competitive, litigation and other external issues affecting the Corporation; and (iv) systems of control which promote accurate and timely reporting of financial information to stockholders and compliance with laws and corporate policies. Based on information furnished by management or otherwise available to the Board, each director is expected to have a basic understanding of the foregoing matters.
	(iv) Attendance and Preparation. Board members are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings and meetings of committees on which they serve, including advance review of meeting materials that may be circulated prior to each meeting. In the absence of unavoidable conflict, all Board members are also expected to attend the Annual Meeting of Stockholders. SEC rules require disclosure in the Corporation’s proxy statement of any director who fails to attend an aggregate of 75% of all Board and committee meetings and the number of Board members that attended the prior year’s Annual Meeting of Stockholders.
	(v) Reliance on Management and Outside Advisors. In discharging responsibilities as a director, a director is entitled to rely in good faith on reports, opinions or other information provided by Corporation management, independent auditors, legal counsel, other consultants and advisors, and other persons as to matters the director reasonably believes to be within such other person’s

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	professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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	•	the director was an employee, or an immediate family member of the director was employed as an executive officer, of Harris; or
	•	the director, or an immediate family member of the director, received more than $100,000 per year in direct compensation from Harris, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way of continued service with Harris); except that compensation received by an immediate family member of the director for services as a non-executive employee of Harris need not be considered in determining independence under this test; or
	•	the director was affiliated with or employed by, or an immediate family member of the director was affiliated with or employed in a professional capacity by, a present or former internal or external auditor of Harris; or
	•	the director, or an immediate family member of the director, was employed as an executive officer of another company where any of Harris’ present executives serve on that company’s compensation committee; or
	•	the director was an executive officer or employed by another company (other than a charitable organization), or an immediate family member of the director was employed as an executive officer of such company, that makes payments to, or receives payments from, Harris for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

	2.	The following relationships will not be considered to be material relationships that would impair a director’s independence:

	•	Commercial Relationship: if a director of Harris is an executive officer or an employee, or whose immediate family member is an executive officer, of another company that makes payments to, or receives payments from, Harris for property or services in an amount which, in any single fiscal year, does not exceed the greater of (a) $1,000,000 or (b) 2% of the consolidated gross annual revenues of the company the director or the director’s immediate family member serves as an executive officer or employee, as applicable;
	•	Indebtedness Relationship: if a director or an immediate family member of a director of Harris is an executive officer of another company which is indebted to, or to which Harris is indebted, and the total amount of either company’s indebtedness is less than 2% of the consolidated assets of the company wherein the director or immediate family member serves as an executive officer;
	•	Equity Relationship: if the director is an executive officer of another company in which Harris owns a common stock interest, and the amount of the common stock interest is less

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		than 5% of the total shareholder’s equity of the company where the director serves as an executive officer;
	•	Charitable Relationship: if a director of Harris, or the spouse of a director of Harris, serves as a director, officer, or trustee of a charitable organization, and within the preceding three years, Harris’ discretionary contributions to the organization in any single fiscal year are less than the greater of (a) $1,000,000 or (b) 2% of that organization’s gross revenues; or
	•	Stock Ownership: the ownership of Harris shares by a director or a director’s immediate family members.

	Annually, the Board will review all commercial and charitable relationships of directors to determine whether directors meet the categorical standards described in Sections 1 and 2 above.

	3.	For relationships not covered by Section 2 above, or for relationships that are covered, but as to which the Board believes a director may nevertheless be independent (and to the extent that any such relationship would not constitute a bar to independence under NYSE listing standards), the determination of whether the relationship is material or not, and therefore whether the director would be independent, will be made by the directors who satisfy the independence guidelines set forth in Sections 1 and 2 above. Harris will disclose in its proxy statement any Board determination that a relationship was immaterial in the event that it did not meet the categorical standards set forth in Section 2 above.
	4.	Members of Harris’ Audit Committee must also satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934.
	5.	For purposes of these standards, (a) an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home; except that when applying the independence tests described above, Harris need not consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or have become incapacitated, and (b) “Harris” includes Harris Corporation and all of its consolidated subsidiaries.

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	“Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest, as determined by the Board Committee.
	“Award” means a Cash-Based Unit, Deferred Unit, Option, Performance Share, Performance Unit, Restricted Stock, Restricted Unit, Stock Appreciation Right, or other Share-Based Award granted under the Plan.
	“Award Agreement” means any written or electronic agreement or other certificate, instrument, notice or document setting forth the terms and conditions of an Award granted to a Participant and includes any Cash-Based Unit Award Agreement, Deferred Unit Agreement, Option Agreement, Performance Share Award Agreement, Performance Unit Award Agreement, Restricted Stock Award Agreement, Restricted Unit Award Agreement, and Stock Appreciation Right Agreement. The Board Committee may, but need not, require an Award Agreement to be signed by a Participant as a precondition to receiving an Award.
	“Board” means the Board of Directors of the Company.
	“Board Committee” means a committee of the Board designated by the Board to administer the Plan which shall be comprised solely of three or more Independent Directors.
	“Cash-Based Unit” means an award denominated in units, granted pursuant to Section 5.1, where each unit is equal in value to $1.00 or such other value as is determined by the Board Committee.
	“Cash-Based Unit Award Agreement” shall have the meaning set forth in Section 5.1.
	“Change of Control” shall have the meaning set forth in Section 11.
	“Code” means the Internal Revenue Code of 1986, as amended.
	“Common Stock” means the common stock of the Company, $1.00 par value per share, or such other class of shares or securities as to which the Plan may be applicable pursuant to Section 3.2.
	“Company” means Harris Corporation, a Delaware corporation.
	“Deferred Unit” means an award denominated in units, granted pursuant to Section 10.1, where each unit is equal in value to one Share.
	“Deferred Units Account” means a bookkeeping account in the name of a Non-Employee Director established pursuant to Section 10.1 to which Deferred Units are credited.
	“Deferred Unit Award Agreement” shall have the meaning set forth in Section 10.1.
	“Director” means a member of the Board.

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	“Employee” means an employee of the Company, any Subsidiary or any Affiliate, including any officers or Executive Officers (whether or not a Director), who is treated as an employee in the personnel records of the Company or its Subsidiaries or Affiliates for the relevant period, but shall exclude individuals who are classified by the Company, any Subsidiary or any Affiliate as (i) leased or otherwise employed by a third party; (ii) independent contractors; or (iii) intermittent or temporary, in each case even if any such classification is changed retroactively as a result of an audit, litigation, or otherwise. Notwithstanding the foregoing, for purposes of Awards made pursuant to Section 12(b), the term “Employee” shall also include any person who provides services to the Company, any Subsidiary or any Affiliate that are equivalent to those typically provided by an employee.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	“Executive Officer” means any Participant the Board has designated as an executive officer of the Company for purposes of reporting under Section 16 of the Exchange Act.
	“Fair Market Value” means, as of any particular date, the fair market value of a Share on such date as determined by the Board Committee. Unless otherwise determined by the Board Committee, the fair market value of a Share shall be the closing price per Share of the Common Stock as reported on the New York Stock Exchange composite transaction reporting system on the applicable date or, if no such closing price is available on such date, on the preceding day upon which such closing price is available.
	“Full-Value Awards” means Awards that result in the Company transferring the full value of any underlying Share granted pursuant to an Award. Full-Value Awards will include all Cash-Based Units, Deferred Units, Performance Shares, Performance Units, Restricted Stock, Restricted Units, and all other Share-Based Awards, but will not include Options or SARs.
	“Grant Date” means the date on which the grant of an Award is made by the Board Committee, or such later date as the Board Committee may specify to be the effective date of an Award.
	“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
	“Independent Director” means a Director who is not an Employee and who qualifies as (i) a “Non-Employee Director” under Rule 16b-3(b)(3) under the Exchange Act, (ii) an “outside director” under Section 162(m) of the Code, and (iii) an “Independent Director” under the rules and listing standards adopted by the New York Stock Exchange.
	“Non-Employee Director” means a Director who is not an employee of the Company or one of its Subsidiaries.
	“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
	“Option” means an option to purchase shares of Common Stock granted pursuant to Section 7.1. Options granted under the Plan may be Incentive Stock Options or Non-Qualified Stock Options.
	“Option Agreement” shall have the meaning set forth in Section 7.1.
	“Option Price” means the purchase price of each Share underlying an Option.
	“Participant” means any Employee or Non-Employee Director holding an outstanding Award.
	“Performance Objectives” means the performance objectives established pursuant to the Plan for Participants who have received Awards that are subject to the achievement of performance objectives. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, business unit, department or function with the Company in which the Participant is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured

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	by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be limited to specified levels of or increases in return on equity, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity.
	“Performance Period” means the period of time (not less than one year) established by the Board Committee for achievement of Performance Objectives under Section 5.1.
	“Performance Share” means an award granted pursuant to Section 5.1 of actual Shares issued to a Participant, that is evidenced by book-entry registration or a certificate in the name of the Participant and to be settled in Shares.
	“Performance Share Award Agreement” shall have the meaning set forth in Section 5.1.
	“Performance Unit” means an award, denominated in units, granted pursuant to Section 5.1, where each unit is equal in value to one Share.
	“Performance Unit Award Agreement” shall have the meaning set forth in Section 5.1.
	“Permitted Transferees” shall have the meaning set forth in Section 13.5.
	“Plan” means this Harris Corporation 2005 Equity Incentive Plan, as amended from time to time.
	“Predecessor Plans” shall mean (i) the Harris Corporation 2000 Stock Incentive Plan (the “2000 Stock Incentive Plan”), as in effect on the effective date of the Plan, and (ii) the Harris Corporation Stock Incentive Plan, as in effect on the effective date of the 2000 Stock Incentive Plan.
	“Qualified Performance-Based Award” means any Award or portion of an Award that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.
	“Restricted Stock” means an award granted pursuant to Section 6.1 of actual Shares issued to a Participant that is evidenced by book-entry registration or a certificate in the name of the Participant and to be settled in Shares.
	“Restricted Stock Award Agreement” shall have the meaning set forth in Section 6.1.
	“Restricted Unit” means an award, denominated in units, granted pursuant to Section 6.1, where each unit is equal in value to one Share.
	“Restricted Unit Award Agreement” shall have the meaning set forth in Section 6.1.
	“Restriction Period” means the period of time specified in an Award Agreement during which certain restrictions as to vesting and as to the sale or other disposition of Restricted Stock or Restricted Units awarded under the Plan remain in effect under Section 6.1. If the Restriction Period lapses by the passage of time, each such grant or sale of Restricted Stock or Restricted Units will be subject to a Restriction Period of not less than three years, as determined by the Board Committee at the Grant Date, but such Restriction Period may be modified or lapse earlier in the event of a Change of Control.
	“Share-Based Award” means any award granted under Section 9.
	“Share Change” shall have the meaning set forth in Section 3.2.

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	“Shares” means shares of Common Stock, subject to adjustments made under Section 3.2 or by operation of law.
	“Stock Appreciation Right” or “SAR” means the right to receive a cash payment and/or Shares from the Company equal in value to the excess of the Fair Market Value of a stated number of Shares at the exercise date over a fixed price for such Shares, which right is granted pursuant to Section 8.1.
	“Stock Appreciation Right Agreement” shall have the meaning set forth in Section 8.1.
	“Subsidiary” means any entity, either directly or indirectly, of which the Company owns or controls 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power; provided that in the case of an Incentive Stock Option, means a “subsidiary corporation,” whether now or hereafter existing as defined in Section 424(f) of the Code.
	“Substitute Awards” means Awards granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines.

	3.1 Shares Available for Awards.

	(a) Maximum Share Limitations. Subject to adjustment as provided in Section 3.2, the maximum aggregate number of Shares that may be issued or delivered under the Plan is Twenty Million (20,000,000) Shares. Any Shares underlying Full-Value Awards that are issued or delivered under the Plan shall be counted against the Twenty Million (20,000,000) Share limit described above as 1.60 Shares for every one Share issued or delivered in connection with such Award. To the extent that a Share that was subject to an Award that counted as 1.60 Shares against the Plan reserve pursuant to the preceding sentence becomes again available for grant under the Plan as set forth in Section 3.1(b), the Plan reserve shall be credited with 1.60 Shares. In no event shall the number of Cash-Based Units required to be delivered to a Participant in Shares exceed the dollar value of the maximum number of Cash-Based Units that could be earned divided by one-half of the Fair Market Value of a Share on the Grant Date. Subject to adjustment pursuant to Section 3.2, no more than Seven Million (7,000,000) Shares shall be available for issuance pursuant to Incentive Stock Options under the Plan. Subject to adjustment pursuant to Section 3.2, no more than One Million (1,000,000) Shares may be issued or delivered as Share-Based Awards under Section 9 and no more than One Million (1,000,000) Shares may be issued or delivered to Non-Employee Directors under Section 10. Shares to be issued or delivered pursuant to the Plan may be authorized and unissued Shares, treasury Shares, or any combination thereof.
	(b) Forfeitures, Terminations and Cash-Outs. In addition to the Shares authorized in Section 3.1(a), to the extent any Shares under the Predecessor Plans are forfeited, or any award under the Predecessor Plans otherwise terminates without the issuance of some or all of the Shares underlying the award to a participant or if any option under the Predecessor Plans terminates without having been exercised in full, the Shares underlying such award, to the extent of any such forfeiture or termination, shall be available for future grant under the Plan and credited toward the Plan limit. Further, for the avoidance of doubt, to the extent any Cash-Based Units, Deferred Units, Performance Shares, Performance Units, Restricted Units, Restricted Stock, or Share-Based Awards subject to an Award hereunder are forfeited, or any such Award otherwise terminates without the issuance or delivery of some or all of the Shares underlying the Award to a Participant, or if any Option or SAR terminates without having been exercised in full, the Shares underlying such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. If the benefit provided by any Award granted under

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	the Plan is (or can only be) paid in cash, any Shares that were (or are) covered by that Award shall again be available for grant under the Plan.
	(c) Limitations on Reissuance of Shares. Shares that are tendered, whether by physical delivery or by attestation, to the Company by a Participant as full or partial payment of the exercise or purchase price of any Award or in payment of any applicable withholding for Federal, state, city, local, or foreign taxes incurred in connection with the exercise or earning of any Award under the Plan or under the Predecessor Plans will not become available for future grants under the Plan. With respect to Stock Appreciation Rights, when a Stock Appreciation Right is exercised and settled in Shares, the Shares subject to such Stock Appreciation Right shall be counted against the Shares available for issuance under the Plan as one Share for every one Share subject thereto, regardless of the number of Shares used to settle the SAR upon exercise.
	(d) Individual Participant Limitations. Subject to adjustment pursuant to Section 3.2, the maximum number of Shares with respect to which Options and Stock Appreciation Rights may be granted to any one Participant during any fiscal year shall be One Million (1,000,000) Shares in the aggregate, including grants under the Predecessor Plans. Subject to adjustment pursuant to Section 3.2, the initial targeted number of Shares subject to awards of Performance Shares, Performance Units or other Full-Value Awards (that are subject to Performance Objectives) granted to any one Participant during any fiscal year shall not exceed Five Hundred Thousand (500,000) Shares in the aggregate, including grants under the Predecessor Plans, and in no event shall the number of Shares ultimately issued to a Participant pursuant to such awards of Performance Shares, Performance Units or other Full-Value Awards (that are subject to Performance Objectives) exceed 200% of the initial targeted number of Shares. In no event will any Participant in any fiscal year receive awards of Cash-Based Units having an aggregate maximum value as of their respective Grant Dates in excess of $6,000,000.
	(e) Substitute Awards. Any Common Stock or Award issued by the Company through the assumption or substitution of outstanding grants from a corporation or entity acquired by or combined with the Company shall not reduce the Shares available for Awards under the Plan.

	3.2 Adjustments.

	(a) Adjustment to Common Stock. In the event of a stock dividend, stock split, reverse stock split, share combination or similar events, altering the value of a Share, or the number of Shares outstanding (each, a “Share Change”), the maximum aggregate number of Shares that may be issued and delivered under the Plan, the maximum Award limitations set forth in the Plan, the number of Shares subject to outstanding Awards and the exercise price, base price, purchase price or Option Price and other relevant provisions of the Plan and outstanding Awards shall be proportionately and automatically adjusted as necessary to reflect the Share Change and to preserve the value of the Awards. Such adjustment shall be made by the Board Committee or the Board, whose determination in that respect shall be final, binding and conclusive.
	(b) Reorganizations, Mergers, Etc. Subject to Section 12, the maximum aggregate number of Shares that may be issued and delivered under the Plan, the maximum Award limitations set forth in the Plan, the number of Shares subject to outstanding Awards and the exercise price, base price, purchase price or Option Price and other relevant provisions of the Plan and outstanding Awards may be adjusted by the Board Committee or the Board, in its discretion to reflect a change in the capitalization of the Company, including but not limited to, a recapitalization, repurchase, rights offering, reorganization, merger, consolidation, combination, exchange of shares, spin-off, spin-out or other distribution of assets to shareholders or other similar corporate transaction or event. To the extent deemed equitable and appropriate by the Board, subject to any required action by shareholders, in any merger, consolidation or reorganization, liquidation, or dissolution, any Award shall pertain to the securities or other property which a holder of the number of Shares covered by the Award would have been entitled to receive in connection with such event. Moreover, in the event of any such transaction or event,

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	the Board, in its discretion, may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all Awards so replaced.

	4.1 Administration by the Board and Board Committee.

	(a) Powers of Board Committee; Discretion. The Plan shall be administered by the Board Committee. Subject to the terms of the Plan, the Board Committee shall have such powers and authority as may be necessary or appropriate for the Board Committee to carry out its functions as described in the Plan. The Board Committee shall have the authority in its discretion to determine: (i) which individuals shall receive Awards, (ii) the types of Awards to be made under the Plan, (iii) the number of Shares underlying Awards or amount of cash, in the case of Cash-Based Awards, and (iv) the other terms and conditions of such Awards, including the Option Price, exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the Performance Objectives and other terms and conditions of an Award. Determinations by the Board Committee under the Plan, including, without limitation, determinations of the Participants, the form, amount, and timing of Awards, the terms and provisions of Awards and the Award Agreements evidencing Awards, need not be uniform and may be made selectively among Participants and individuals who receive or are eligible to receive Awards. The Board Committee shall have the full power, discretion and authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to prescribe the form of any Award Agreement or instrument executed in connection herewith, and to make all other determinations that it deems necessary or advisable for the administration of the Plan. The Board Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. All such interpretations, rules, regulations and determinations shall be final, conclusive and binding on all persons (including the Company and Participants) and for all purposes. Notwithstanding anything in this Plan to the contrary, the Board Committee designated by the Board to administer the Plan may be different for purposes of administering Awards made to Employees and Awards made to Non-Employee Directors.
	(b) Board Authority. If the Board Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Board Committee.
	(c) Delegation. The Board Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Board Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations as the Board Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards to any Director, Executive Officer or any person subject to Section 162(m) of the Code. The Board Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Board Committee’s authority is delegated to officers or employees in accordance with the foregoing, all references in the Plan relating to the Board Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Board Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Board Committee and shall be deemed for all purposes of the Plan to have been taken by the Board Committee.

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	(d) Limitation on Liability. No member of the Board or Board Committee nor any officer delegated authority by the Board Committee pursuant to Section 4.1(c), shall be liable for any action or determination made in good faith by the Board or Board Committee or such officer with respect to the Plan or any Award.

4.2 Eligibility. All Employees and Non-Employee Directors are eligible to be designated by the Board Committee to receive Awards and become Participants under the Plan; provided, however, that only Non-Employee Directors are eligible to receive Deferred Units under Section 10 and all Non-Employee Directors are eligible to receive such Deferred Units without regard to whether the Board Committee has designated a Non-Employee Director as eligible to receive Deferred Units. In selecting Employees and Non-Employee Directors to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Board Committee shall consider any and all factors that it deems relevant or appropriate.

	5.1 Awards. Performance Share Awards, Performance Unit Awards and Cash-Based Unit Awards may be granted, from time to time, to such Employees and Non-Employee Directors as may be selected by the Board Committee. Except as provided in Section 11 or as otherwise provided or determined by the Board Committee, the release of such Performance Share Awards or the payment of Cash-Based Unit Awards, and Performance Unit Awards, as applicable, to the Participant subject to such awards shall be contingent upon (i) the degree of attainment of the applicable Performance Objectives during the Performance Period as shall be determined by the Board Committee, (ii) the expiration of the Performance Period, and (iii) such other terms and conditions as set forth in the applicable Award Agreement. Each award under this Section 5.1 of Performance Shares shall be evidenced by an Award Agreement (“Performance Share Award Agreement”), each award under this Section 5.1 of Performance Units shall be evidenced by an Award Agreement (“Performance Unit Award Agreement”), and each award under this Section 5.1 of Cash-Based Unit Awards shall be evidenced by an Award Agreement (“Cash-Based Unit Award Agreement”), which shall specify the applicable Performance Objectives, the Performance Period, forfeiture conditions and such other terms and conditions as the Board Committee shall determine. The Board Committee may determine performance levels pursuant to which the number of Performance Shares, Performance Units, or Cash-Based Units earned may be less than, equal to, or greater than, the number of Performance Shares, Performance Units, or Cash-Based Units awarded based upon the Performance Objectives stated in the award.
	5.2 Payouts.

	(a) Performance Shares. Performance Shares that have been earned shall immediately become nonforfeitable and the Shares underlying such award of Performance Shares shall be released by the Company to the Participant without restrictions on transfer. The Shares released by the Company hereunder may, at the Company’s option, be either (i) evidenced by a certificate registered in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.
	(b) Performance Units and Cash-Based Units. Performance Units and Cash-Based Units shall become payable to a Participant at the time or times determined by the Board Committee and set forth in the Performance Unit Award Agreement or the Cash-Based Unit Award Agreement, as the case may be. Payout of a Performance Unit Award or a Cash-Based Unit Award may be made, at the discretion of the Board Committee, in Shares or in cash, or in a combination thereof. Any cash payout of a Performance Unit Award shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Board Committee. Any payout of a Cash-Based Unit Award in Shares shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Board Committee.

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	5.3 Rights as Shareholders.

	(a) Performance Shares. Subject to the provisions of the applicable Performance Share Award Agreement and unless otherwise provided or determined by the Board Committee, during the Performance Period Participants may exercise full voting rights with respect to all Performance Shares granted under Section 5.1 hereof and shall be entitled to receive dividends and other distributions paid with respect to those Shares.
	(b) Performance Units and Cash-Based Units. Subject to the provisions of the applicable Performance Unit Award Agreement or Cash-Based Unit Award Agreement, and unless otherwise provided or determined by the Board Committee, Participants shall not have any rights as a shareholder with respect to Shares underlying a Performance Unit or Cash-Based Unit until such time, if any, as any underlying Shares are actually issued to the Participant, which may, at the option of the Company be either (i) evidenced by delivery of a certificate registered in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee. The Board Committee may provide in a Performance Unit Award Agreement or a Cash-Based Unit Award Agreement for the payment of dividend equivalents and distributions to the Participant at such times as paid to shareholders generally or at the time of vesting or other payout of the Performance Units or Cash-Based Units, as the case may be.

	5.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a Non-Employee Director, the number of Performance Shares, Performance Units or Cash-Based Units subject to the award, if any, to which the Participant shall be entitled shall be determined in accordance with the applicable Award Agreement. All remaining Performance Shares, Performance Units or Cash-Based Units as to which the Participant may not be entitled shall be forfeited, subject to such exceptions, if any, authorized by the Board Committee.
	5.5 Transfer of Employment. If a Participant transfers employment from one business unit of the Company or any of its Subsidiaries or Affiliates to another business unit during a Performance Period, such Participant shall be eligible to receive such number of Performance Shares, Performance Units or Cash-Based Units as the Board Committee may determine based upon such factors as the Board Committee in its sole discretion may deem appropriate.

	6.1 Awards. Restricted Stock Awards and Restricted Unit Awards, subject to such Restriction Period and such other restrictions as to vesting and otherwise as the Board Committee shall determine, may be granted, from time to time, to such Employees and Non-Employee Directors as may be selected by the Board Committee. To the extent permitted by Section 409A of the Code, the Board Committee may, in its sole discretion at the time of the grant of the award of Restricted Stock or Restricted Units or at any time thereafter, provide for the early vesting of such award prior to the expiration of the Restriction Period. Each award under this Section 6.1 of Restricted Stock shall be evidenced by an Award Agreement (“Restricted Stock Award Agreement”), and each award under this Section 6.1 of Restricted Units shall be evidenced by an Award Agreement (“Restricted Unit Award Agreement”), which shall specify the vesting schedule, any rights of acceleration, any forfeiture conditions, and such other terms and conditions as the Board Committee shall determine.
	6.2 Payouts.

(a) Restricted Stock. Upon expiration of the Restriction Period and satisfaction of any other terms or conditions and as set forth in the Restricted Stock Award Agreement, the Restricted Stock shall immediately become nonforfeitable and the Shares underlying such award of Restricted Stock shall be released by the Company to the Participant without restrictions on transfer. The Shares released by the Company hereunder may at the Company’s option be either (i) evidenced by a certificate registered in the name of the Participant or his or her designee; or

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	(ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.
	(b) Restricted Units. Restricted Units shall become payable to a Participant at the time or times determined by the Board Committee and set forth in the Restricted Unit Award Agreement. Payout of a Restricted Unit Award may be made, at the discretion of the Board Committee, in Shares or in cash, or in a combination thereof. Any cash payout of a Restricted Unit shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Board Committee.

	6.3 Rights as Shareholders.

	(a) Restricted Stock. Subject to the provisions of the applicable Restricted Stock Award Agreement and unless otherwise provided or determined by the Board Committee, during the Restriction Period Participants may exercise full voting rights with respect to the Shares of Restricted Stock granted under Section 6.1 hereof and shall be entitled to receive dividends and other distributions paid with respect to those Shares.
	(b) Restricted Units. Subject to the provisions of the applicable Restricted Unit Award Agreement and unless otherwise provided or determined by the Board Committee, Participants shall not have any rights as a shareholder with respect to Shares underlying a Restricted Unit until such time, if any, as the underlying Shares are actually issued to the Participant, which may, at the option of the Company be either (i) evidenced by delivery of a certificate registered in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee. The Board Committee may provide in a Restricted Unit Award Agreement for the payment of dividend equivalents and distributions to the Participant at such times as paid to shareholders generally or at the time of vesting or other payout of the Restricted Units.

6.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a Non-Employee Director, the number of Shares of Restricted Stock or Restricted Units subject to the award, if any, to which the Participant shall be entitled shall be determined in accordance with the applicable Award Agreement. All remaining Shares underlying Restricted Stock or Restricted Units as to which restrictions apply at the date of termination of employment or service shall be forfeited subject to such exceptions, if any, authorized by the Board Committee.

	7.1 Option Grants. Options may be granted, from time to time, to such Employees and Non-Employee Directors as may be selected by the Board Committee. The Option Price shall be determined by the Board Committee effective on the Grant Date; provided, however, that except in the case of Substitute Awards, such price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. The number of Shares subject to each Option granted to each Participant, the term of each Option, and any other terms and conditions of an Option granted hereunder shall be determined by the Board Committee, in its sole discretion, effective on the Grant Date; provided, however, that no Option shall be exercisable any later than ten (10) years from the Grant Date. Each Option shall be evidenced by an Award Agreement (“Option Agreement”), which shall specify the type of Option granted, the Option Price, the term of the Option, the number of Shares subject to the Option, the conditions upon which the Option becomes exercisable and such other terms and conditions as the Board Committee shall determine.
	7.2 Payment of Option Price; Cashless Exercise. No Shares shall be issued upon exercise of an Option until full payment of the aggregate Option Price by the Participant. Upon exercise, the Option Price may be paid by: (i) delivery of cash and/or Shares having a Fair Market Value equal to the aggregate Option Price; or (ii) if permitted by the Board Committee, by directing the Company to retain all or a portion of the Shares otherwise issuable to the Participant under the Plan pursuant to such exercise having a Fair Market Value equal to the aggregate Option Price. To the extent

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	permitted by applicable law, if permitted by the Board Committee, a grant may provide for the deferred payment of the Option Price from the proceeds of sale through a broker on the date of exercise of some or all of the Shares to which the exercise relates. In such case, the Company shall have received a properly executed exercise notice, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the aggregate Option Price, and, if requested, the amount of any Federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements or coordinated procedures with one or more brokerage firms.
	7.3 Rights as Shareholders. Participants shall not have any rights as a shareholder with respect to any Shares subject to an Option, unless and until such Shares have been issued upon the proper exercise of such Option, which issuance may, at the option of the Company, be either: (i) evidenced by delivery of a certificate registered in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.
	7.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a Non-Employee Director, whether the Options granted hereunder shall be exercisable or not and the other applicable terms and conditions shall be determined in accordance with the applicable Option Agreement.
	7.5 Limits on Incentive Stock Options. Notwithstanding the designation of an Option as an Incentive Stock Option, to the extent the aggregate Option Price of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 (or such other amount as determined under the Code), such Options shall be treated as Non-Qualified Stock Options. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.
	7.6 Limits on Option Repricing. Other than in connection with a Share Change or a change in the Company’s capitalization (as set forth in Section 3.2), Options may not be repriced, replaced, regranted through cancellation or modified without shareholder approval, evidenced by a majority of votes cast, if the effect of such repricing, replacement or regrant or modification would be to reduce the Option Price of such Options.

	8.1 SAR Grants. Stock Appreciation Rights may be granted, from time to time, to such Employees and Non-Employee Directors as may be selected by the Board Committee. SARs may be granted at the discretion of the Board Committee either: (i) in tandem with an Option; or (ii) independent of an Option. The price from which appreciation shall be computed shall be established by the Board Committee at the Grant Date; provided, however, that except in the case of Substitute Awards, such price shall not be less than one hundred percent (100%) of the Fair Market Value of the number of Shares subject to the SAR on the Grant Date. In the event the SAR is granted in tandem with an Option, the price from which appreciation shall be computed shall be the Option Price. Each grant of a SAR shall be evidenced by an Award Agreement (“Stock Appreciation Right Agreement”), which shall specify whether the SAR is granted in tandem with an Option, the price from which appreciation shall be computed for the SAR, the term of the SAR, the number of Shares subject to the SAR, the conditions upon which the SAR vests and such other terms and conditions as the Board Committee shall determine. In no event shall a SAR be exercisable any later than ten (10) years from the Grant Date.
	8.2 Exercise of SARs. SARs may be exercised upon such terms and conditions as the Board Committee shall determine; provided, however, that SARs granted in tandem with Options may be exercised only to the extent the related Options are then exercisable. Upon exercise of a SAR granted in tandem with an Option as to all or some of the Shares subject to such SAR, the related Option shall be automatically canceled to the extent of the number of Shares subject of the exercise of the

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	SAR, and such Shares shall no longer be available for grant hereunder. If the related Option is exercised as to some or all of the Shares underlying such Option, the related SAR shall automatically be canceled to the extent of the number of Shares subject to the exercise of the Option, and such Shares shall no longer be available for grant hereunder.
	8.3 Payment upon Exercise. Upon exercise of a SAR, the holder shall be paid, in cash and/or Shares as set forth in the Stock Appreciation Right Agreement, the excess of the Fair Market Value of the number of Shares subject to the exercise over the price for such number of Shares, which in the case of a SAR granted in tandem with an Option shall be the Option Price for such Shares.
	8.4 Rights as Shareholders. Participants shall not have any rights as a shareholder with respect to any Shares subject to a SAR nor with respect to any Shares subject to an Option granted in tandem with a SAR unless and until such Shares have been issued upon the proper exercise of the SAR or the related Option, which issuance may at the option of the Company be either: (i) evidenced by delivery of a certificate registered in the name of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by the Company’s stock transfer agent or its designee.
	8.5 Termination of Employment or Service. If a Participant ceases to be an Employee or a Non-Employee Director, whether SARs granted hereunder shall be exercisable or not and the other terms and conditions shall be determined in accordance with the applicable Stock Appreciation Right Agreement.
	8.6 Limits on SAR Repricing. Other than in connection with a Share Change or a change in the Company’s capitalization (as set forth in Section 3.2), SARs may not be repriced, replaced, regranted through cancellation or modified without shareholder approval, evidenced by a majority of votes cast, if the effect of such repricing, replacement or regrant or modification would be to reduce the price from which appreciation shall be computed for such SARs.

10.1 Awards. This Section 10 shall not be effective unless and until the Board Committee determines to establish a program pursuant to this section. The Board Committee, in its discretion and upon such terms and conditions as it may determine, subject to the provisions of Section 13.8(b) with respect to Section 409A of the Code may establish one or more programs pursuant to this Section 10. The Board Committee may, after the effectiveness of this section, from time to time and upon such terms and conditions as it may determine, authorize the granting of Deferred Units to Non-Employee Directors. The Deferred Units will constitute an agreement by the Company to deliver Common Shares to the Non-Employee Director in the future in consideration of the performance of services, but subject to the fulfillment of such conditions as the Board Committee may specify. The Deferred Units shall be credited to a Deferred Units Account when granted. Except as may be provided in a Deferred Unit Award Agreement, the Non-Employee Director granted Deferred Units shall have no right to transfer any rights under the award of Deferred Units. The Non-Employee

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	Director granted Deferred Units shall have no rights of ownership in the Deferred Units and shall have no right to vote them, but the Board Committee may, at or after the Grant Date, authorize the payment of dividend equivalents on the Shares underlying the Deferred Units on either a current or deferred or contingent basis, either in cash or additional Shares. Each Award under this Section 10.1 of Deferred Units shall be evidenced by an Award Agreement (“Deferred Unit Award Agreement”), which shall specify the available forms of payment, the timing of any elections with respect to payment, the ability to reallocate the Deferred Units to subaccounts that are invested in other investment funds (other than a Harris stock fund), and such other terms and conditions as the Board Committee shall determine.
	10.2 Payments in Connection with Change of Control.

	(a) Notwithstanding anything contained in this Plan to the contrary but subject to Section 10.2(b), within 90 days following a Change of Control, the Company shall pay to each Director (or former Director), in a lump sum, the Deferred Units in such Director’s Deferred Units Account. This Paragraph may not be amended, altered or modified following a Change of Control.
	(b) To the extent a Director is entitled to a lump sum payment following a Change of Control under Section 10.2(a) and such Change of Control does not constitute a “change in the ownership or effective control” or “a change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, then notwithstanding Section 10.2(a), payment will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Director on the earliest of (i) the Director’s “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (within the meaning of Section 409A), the payment date shall be the date that is six months after the date of the Participant’s separation from service with the Company, (ii) the date payment otherwise would have been made in the absence of Section 10.2(a)(provided such date is a permissible distribution date under Section 409A), or (iii) the Director’s death.

	10.3 Termination of Service. If a Non-Employee Director ceases to be a Director for any reason, the Director’s Deferred Units Account shall be paid to the Director in accordance with the Deferred Unit Award Agreement.

	11.1 Definition of Change of Control. For purposes hereof, a “Change of Control” shall be deemed to have occurred if:

	(i) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));
	(ii) individuals who, on July 1, 2005, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 1, 2005, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in

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	which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
	(iii) the consummation of a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 80% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors of such corporation is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”); or
	(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or the direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.
	Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control of the Company shall then occur.

	11.2 Acceleration of Benefits. (a) Except and unless the Board Committee determines otherwise at the time of grant of a particular Award or Awards, and as set forth in the applicable Award Agreement, upon the occurrence of a Change of Control: (i) any Awards outstanding as of the date of such Change of Control that are subject to vesting requirements and that are not then vested, shall become fully vested; (ii) all then-outstanding Options and SARs shall be fully vested and immediately exercisable, provided that in no event shall any Option or SAR be exercisable beyond its original expiration date; and (iii) all restrictions regarding the Restriction Period and all other conditions prescribed by the Board Committee, if any, with respect to grants of Cash-Based Awards, Performance Shares, Performance Units, Restricted Stock, Restricted Units, or Stock-Based Awards, shall automatically lapse, expire and terminate and all such awards shall be deemed to be fully earned.
	(b) To the extent an Award shall be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of a Change of Control pursuant to Section 11.2(a) and such Change of Control does not constitute a “change in the ownership or effective control” or a “change in the

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ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, then notwithstanding that the Award shall be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of the Change of Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Participant on the earliest of (i) the Participant’s “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Participant is a “specified employee” (within the meaning of Section 409A), the payment date shall be the date that is six months after the date of the Participant’s separation from service with the Company, (ii) the date payment otherwise would have been made in the absence of Section 11.2(a) (provided such date is a permissible distribution date under Section 409A), or (iii) the Participant’s death.

	(a) Amendment or Termination of Plan. Until such time as a Change of Control shall have occurred, the Board may, to the extent permitted by Section 409A of the Code, amend, suspend or terminate the Plan or any part thereof from time to time, provided that no change may be made which would adversely impair the rights of a Participant who has received an Award without the consent of said Participant; and, provided, further, that if an amendment to the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii) would increase the number of Shares which may be issued under the Plan, (iii) would materially modify the requirements for participation in the Plan or (iv) must otherwise be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted, then, such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained. After a Change of Control, the Board shall no longer have the power to amend, suspend or terminate the Plan or any part thereof.
	(b) Foreign Jurisdictions. In order to facilitate the making of any grant or combination of grants under this Plan, the Board Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services for the Company, any Subsidiary or Affiliates outside of the United States of America, as the Board Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

	13.1 No Right to Continued Employment or Service. Nothing in the Plan or in the grant of any Award or in any Award Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries or Affiliates to terminate any Participant’s employment or service with the Company at any time, nor confer upon any Participant any right to continued employment or service with the Company or any of its Subsidiaries or Affiliates.
	13.2 Withholding for Taxes. The Company shall have the authority to withhold, or to require a Participant to remit to the Company, prior to issuance or delivery of any Shares or cash hereunder, an amount sufficient to satisfy Federal, state and local tax or withholding requirements associated with any Award. In addition, the Company may, in its sole discretion, permit or require a Participant to satisfy any tax withholding requirements, in whole or in part, by (i) delivering to the Company, Shares held by such Participant having a Fair Market Value equal to the amount of the tax or (ii) directing the Company to retain Shares otherwise issuable to the Participant under the Plan.

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	13.3 Other Compensation and Benefit Plans. Awards hereunder shall not be deemed compensation for purposes of computing benefits under any retirement or compensation plan of the Company or any of its Subsidiaries or Affiliates and shall not affect any benefits under any other benefit plan now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation, including, without limitation, under any pension, retirement or severance benefits plan, except to the extent specifically provided by the terms of any such plan. The adoption of the Plan shall not affect any other share incentive or other compensation plans in effect for the Company or any Affiliate or Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation or benefit program for Employees or Non-Employee Directors.
	13.4 Waiver of Restrictions. To the extent permitted by Section 409A of the Code, the Board Committee may, in its sole discretion, based on such factors as the Board Committee may deem appropriate, waive in whole or in part, any remaining restrictions or vesting requirements in connection with any Award hereunder.
	13.5 Limits on Transferability of Awards, Etc. Except as permitted by this Section 13.5, no Award granted under the Plan may be sold, transferred, pledged, assigned, hypothecated, encumbered, or otherwise disposed of or transferred by a Participant except by will or the laws of descent and distribution in the event of the Participant’s death (to the extent such Award by its terms, survives the Participant’s death). Awards granted under the Plan shall not be subject to execution, attachment, change, alienation or similar process. The Board Committee may, in its discretion, expressly authorize in an Option Agreement or Stock Appreciation Right Agreement that all or a portion of the Options or SARs granted to a Participant (other than Incentive Stock Options) be on terms which permit transfer by such Participant (i) to immediate family members of the Participant or to a trust, partnership or limited liability company for the benefit of such immediate family members, (ii) pursuant to domestic relations orders referred to in Rule 16a-12 under the Exchange Act, and (iii) to other transferees permitted by the Board Committee in its discretion (such transferees of a Participant are referred to as “Permitted Transferees”) provided that (A) there may be no payment of consideration (other than release of marital rights) for any such transfer, (B) the applicable Award Agreement shall specifically provide for transferability in a manner consistent with this Section, and (C) subsequent transfers of transferred Options and SARs shall be prohibited except, without consideration for such transfer, to the Participant or a Permitted Transferee of the Participant. The Board Committee may, in its discretion, create further conditions and requirements for the transfer of Options and SARs. Following transfer, Options and SARs shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; the Participant shall remain subject to applicable tax withholding; the events of termination of employment or service of a Participant shall continue to be applied with respect to the Permitted Transferee; and all other terms of the Options and SARs shall remain unchanged. All Options and SARs granted to a Participant under the Plan shall be exercisable during the lifetime of such Participant only by such Participant, his agent, guardian or attorney-in-fact or by a Permitted Transferee.
	13.6 Adjustment of Awards. Subject to Sections 7.6, 8.6 and 12, the Board Committee shall be authorized to make adjustments in the method of calculating attainment of Performance Objectives or in the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles; provided, however, that no such adjustment shall adversely impair the rights of any Participant without his or her consent and that any such adjustments shall be made in a manner consistent with Section 162(m) of the Code. The Board Committee may not make any such adjustment with respect to any Qualified Performance-Based Award if such adjustment would cause compensation pursuant to such award to cease to be performance-based compensation under Section 162(m). In the event the Company shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of another company

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	or business entity, the Board Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.
	13.7 Consideration for Awards. Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, Participants under the Plan shall not be required to make any payment or provide consideration for an Award other than the rendering of services to the Company, any Subsidiary or any Affiliate.
	13.8 Deferral.

	(a) Section 162(m) Related Deferral. Notwithstanding anything contained herein to the contrary, if permitted under Section 409A of the Code, in the event that any Award shall be ineligible for treatment as “other performance based compensation” under Section 162(m) of the Code, the Board Committee, in its sole discretion, shall have the right with respect to any Executive Officer who is, in the year any Award hereunder becomes deductible by the Company, a “covered employee” under Section 162(m) of the Code, to defer, in whole or in part, such Executive Officer’s receipt or exercise of such Award until the Executive Officer is no longer a “covered employee” or until such time as shall be determined by the Board Committee, provided that the Board Committee may effect such a deferral only in a situation where the Company would be prohibited a deduction under Section 162(m) of the Code and such deferral shall be limited to the portion of the Award that is not deductible.
	(b) Deferrals. Except with respect to Options and SARs, the Board Committee may in its discretion permit a Participant to defer the receipt of payment of cash or delivery of Shares that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an Award. If any such deferral is to be permitted by the Board Committee, the Board Committee shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.

	13.9 Securities Laws. No Shares will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such requirements. The Board Committee may impose such conditions on any Shares issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which such Shares of the same class are then listed, and under any blue sky or other securities laws applicable to such Shares. The Board Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the Shares are being acquired only for investment purposes and without any current intention to sell or distribute such Shares.
	13.10 Impact of Restatement of Financial Statements upon Previous Awards. If any of the Company’s financial statements are restated as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Company recover all or a portion of any such Award or payment made to any, all or any class of Participants with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The amount to be recovered from any Participant shall be the amount by which the affected Award or payment exceeded the amount that would have been payable to such Participant had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee may determine to recover different amounts from different Participants or different classes

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	of Participants on such basis as it shall deem appropriate. In no event shall the amount to be recovered by the Company from a Participant be less than the amount required to be repaid or recovered as a matter of law. The Board Committee shall determine whether the Company shall effect any such recovery (i) by seeking repayment from the Participant, (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Participant under any compensatory plan, program or arrangement maintained by the Company, a Subsidiary or any of its Affiliates, (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices, or (iv) by any combination of the foregoing or otherwise.
	13.11 Compliance with Section 409A of the Code. To the extent applicable, this Plan is intended to be administered and interpreted in a manner that is consistent with the requirements of Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for a Participant with respect to any income recognized by the Participant in connection with the Plan is guaranteed under the Plan, and the Participant shall be responsible for any taxes imposed on the Participant in connection with this Plan.
	13.12 Tax Penalty Avoidance. The provisions of this Plan are not intended, and should not be construed, to be legal, business or tax advice. The Company, Participants and any other party having any interest herein are hereby informed that the U.S. Federal tax advice contained in this document (if any) is not intended or written to be used, and cannot be used, for the purpose of (a) avoiding penalties under the Code or (b) promoting, marketing or recommending to any party any transaction or matter addressed herein.
	13.13 Governing Law and Interpretation. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any agreement governing an Award shall be determined in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof. Unless otherwise indicated, all “Section” references are to sections of the Plan. References to any law, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, rule or regulation.
	13.14 Severability. Notwithstanding any other provision or Section of the Plan, if any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Board or the Board Committee, such provision shall be construed or deemed amended to conform to the applicable laws (but only to such extent necessary to comply with such laws), or if it cannot be construed or deemed amended without, in the determination of the Board or the Board Committee, materially altering the intent of the Plan or Award Agreement, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.
	13.15 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
	13.16 Waiver of Claims. Each Participant recognizes and agrees that prior to being selected by the Board Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the Participant’s receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Board Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement

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	(other than an amendment to this Plan or an Award Agreement to which his or her consent is expressly required by the express terms of the Plan or an Award Agreement).
	13.17 Effective Date and Term.

	(a) Effective Date and Term of Plan. The Plan shall become effective upon approval by the shareholders of the Company at the 2005 Annual Meeting of Shareholders. All Awards granted under the Plan must be granted within ten (10) years from the date of adoption of the Plan. Any Awards outstanding ten (10) years after the adoption of the Plan may be exercised within the periods prescribed under or pursuant to the Plan.
	(b) Predecessor Plans. Upon the effective date of this Plan, no further grants or awards are permitted under the 2000 Stock Incentive Plan. All grants and awards under the Predecessor Plans that remain outstanding shall be administered and paid in accordance with the provisions of the Predecessor Plans and the applicable award agreement.

	Attested:
	/s/ Scott T. Mikuen
	Corporate Secretary

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	“Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest, as determined by the Committee.
	“Award” means a right to receive an annual cash incentive payment pursuant to the terms and conditions of the Plan.
	“Board” means the Board of Directors of the Company.
	“Change of Control” shall have the meaning set forth in Section 13(b).
	“Code” means the Internal Revenue Code of 1986, as amended.
	“Committee” means a committee of the Board designated by the Board to administer the Plan which shall be comprised solely of three or more Independent Directors.
	“Company” means Harris Corporation, a Delaware corporation.
	“Director” means a member of the Board.
	“Employee” means any salaried employee of the Company, any Subsidiary or any Affiliate, including any officers or Executive Officers (whether or not a Director), who is treated as an employee in the personnel records of the Company or its Subsidiaries or Affiliates for the relevant period, but shall exclude individuals who are classified by the Company, any Subsidiary or any Affiliate as (i) leased or otherwise employed by a third party; (ii) independent contractors; or (iii) intermittent or temporary, in each case even if any such classification is changed retroactively as a result of an audit, litigation, or otherwise.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	“Executive Officer” means a Participant the Board has designated as an executive officer of the Company for purposes of reporting under the Exchange Act.
	“Independent Director” means a Director who is not an Employee and who qualifies as (i) a “non-employee director” under Rule 16b-3(b)(3) under the Exchange Act, (ii) an “outside director” under Section 162(m) of the Code, and (iii) an “independent director” under the rules and listing standards adopted by the New York Stock Exchange.
	“Participant” means any Employee designated by the Board, the Committee or the Chief Executive Officer of the Company to participate in the Plan for a Plan Year or a portion of a Plan Year.
	“Performance Objectives” means the performance objectives established pursuant to the Plan for Participants. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, business unit, department or function with the Company in which the Participant is employed.

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	Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be limited to specified levels of or increases in return on equity, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity.
	“Plan” means this Harris Corporation 2005 Annual Incentive Plan, as amended from time to time.
	“Plan Year” means a fiscal year of the Company.
	“Qualified Performance-Based Award” means any Award or portion of an Award that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.
	“Subsidiary” means any entity, either directly or indirectly, of which the Company owns or controls 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.

	(a) Powers of Committee; Discretion. The Plan shall be administered by the Committee. With respect to participation in the Plan by the Chief Executive Officer or any other Executive Officer that is also a Director, the Plan shall be administered by the Committee with the other Independent Directors of the Board. Subject to the terms of the Plan, the Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee shall have the authority in its discretion to determine: (i) which Employees shall receive Awards; (ii) the amount of the Awards; and (iii) the objectives and the other terms and conditions of such Awards, including the Performance Objectives, targets and other terms and conditions of an Award. Determinations by the Committee under the Plan, including without limitation, determinations of the Participants, the amount and timing of Awards, the terms and provisions of Awards, need not be uniform and may be made selectively among Participants and Employees who receive or are eligible to receive Awards. The Committee shall have the full power, discretion and authority to interpret the Plan, to establish, amend, suspend and rescind any rules and regulations relating to the Plan and to make all other determinations that it deems necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. All such determinations shall be final, conclusive and binding on all persons (including the Company and Participants) and for all purposes.
	(b) Board Authority. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
	(c) Delegation. Except to the extent prohibited by applicable law and the listing requirements of the New York Stock Exchange, the Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to such limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards to any Executive Officer or any person subject to Section 162(m) of the Code. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the

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	Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all references in the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.
	(d) Limitation on Liability. No member of the Board or Committee, nor any officer delegated authority by the Committee, shall be liable for any action or determination made in good faith by the Board, Committee or such officer with respect to the Plan or any Award.

	(a) In General. Each Participant in the Plan shall be eligible to receive such Award, if any, for each Plan Year as may be payable pursuant to the Performance Objectives and criteria applicable for such Participant. Except as provided in Section 13, the Committee shall, on an annual basis, establish a “target annual incentive award” for a Participant for a Plan Year, and the maximum payout shall not exceed 200% of such target annual incentive award.
	(b) Performance Objectives. Participants shall have the payout of their annual incentive awards, if any, determined on the basis of the degree of achievement of Performance Objectives which shall be established by the Committee in writing and which Performance Objectives shall be stated in terms of the attainment of specified levels of or percentage changes (as compared to a prior measurement period) in any one or more of the Performance Objectives. The Committee shall, for each Plan Year, establish the Performance Objectives to apply to each Participant and a formula or matrix prescribing the extent to which such Participant’s annual incentive award shall be earned based upon the degree of achievement of such Performance Objective or Performance Objectives. The Committee may determine that the annual incentive award payable to any Participant shall be based upon the attainment of Performance Objectives comparable to those specified above but in whole or in part applied to the results of a Subsidiary, division or business unit. With respect to Awards intended to be a Qualified Performance-Based Award, the Committee shall determine the target annual incentive award, Performance Objectives and any related formula or matrix for each Participant not later than 90 calendar days after the beginning of the Plan Year.
	(c) Transfer of Employment. A Participant’s target annual incentive award or Performance Objectives may be changed by the Committee during the Plan Year to reflect a change in responsibilities provided that in the case of Awards intended to be a Qualified Performance-Based Award any such change shall be made in a manner consistent with Section 162(m) of the Code.
	(d) Committee Adjustment. Except as provided in Section 6 and Section 14, the Committee may, in its sole discretion, (i) award or increase the amount of an annual incentive award payable to a Participant even though not earned in accordance with the Performance Objectives established pursuant to this Section 5, or (ii) in the event of any unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles, decrease the amount of an annual incentive award otherwise payable to a Participant even though earned in accordance with the performance goals established pursuant to this Section 5.

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	(a) Qualified Performance-Based Awards. Notwithstanding any other provisions of the Plan to the contrary, the following provisions shall be applicable to participation in the Plan by Executive Officers who are subject to Section 162(m) of the Code:

	(i) Each such Participant’s annual incentive award payable under this Plan for a Plan Year shall be based solely on achievement of one or more of the Performance Objectives as established by the Committee pursuant to Section 5 above and the Committee shall not have the discretion provided in Section 5(d)to increase the amount of the award payable under this Plan but it shall in all cases have the ability to reduce the amount of any such award that would otherwise be payable (including a reduction in such amount to zero).
	(ii) With respect to each such Participant, no annual incentive award intended to be a Qualified Performance-Based Award shall be payable hereunder except upon written certification by the Committee that the Performance Objectives have been satisfied to a particular extent and that any other material terms and conditions precedent to payment of an annual incentive award pursuant to the Plan have been satisfied.

(b) Maximum Award. Notwithstanding any provisions of the Plan to the contrary, the maximum annual incentive award payable to any Participant who is an Executive Officer for any Plan Year shall be $6,000,000; provided, however, that if such a Participant is not a Participant for the entire Plan Year, the maximum amount payable shall be pro-rated based on the number of days the individual was a Participant for the Plan Year.

	(a) Payments. Payment of any amount to be paid to a Participant based upon the degree of attainment of the applicable Performance Objectives shall be made in cash at such time(s) as the Committee may in its discretion determine. Notwithstanding the foregoing, in no event will the payment of such amounts be made after the later of: (a) the date that is 21/2 months from the end of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture or (b) the date that is 21/2 months from the end of the Corporation’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture.
	(b) Termination of Employment. Except to the extent otherwise provided by the Committee, if a Participant’s employment with the Company, any Subsidiary or any Affiliate, is terminated for any reason prior to the last day of a Plan Year, then, except in the case of death, disability or normal retirement, or an involuntary termination due to a reduction in force or except as provided in Section 13, the Participant shall forfeit the Award and shall not be entitled to a payment of the annual incentive award. If a Participant’s employment is terminated during the Plan Year due to death, disability, normal retirement or involuntary termination caused by a reduction in force, the Participant shall be entitled to a pro-rated payment of the annual incentive award that would have been payable if the Participant had been a Participant on the last day of the Plan Year. If a Participant is entitled to a payment of the annual incentive award pursuant to the preceding sentence, such amount shall be prorated based on the number of days the individual was a Participant in the Plan for such Plan Year and shall be paid at the same time and in the same manner as such payment would have been made if the Participant had been a Participant on the last day of the Plan Year. A leave of absence, approved by the Committee, shall not be deemed to be a termination of employment for purposes of this Plan.

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	(a) Impact of Change of Control. Notwithstanding anything to the contrary provided elsewhere herein, in the event of a “Change of Control” of the Company, as defined in Section 13(b), then the Company shall as promptly as practicable following the effective date of the Change of Control pay any incentive Awards payable to Participants. The payment to each Participant shall be an amount not less than the target annual incentive award as originally approved for the Plan Year, notwithstanding actual results or any changes or modifications occurring after any such Change of Control.
	(b) Definition. For purposes hereof, a “Change of Control” shall be deemed to have occurred if:

	(i) any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));
	(ii) individuals who, on July 1, 2005, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a Director subsequent to July 1, 2005, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such

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	person is named as a nominee for Director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a Director of the Company as a result of an actual or threatened election contest with respect to Directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board of Directors shall be deemed to be an Incumbent Director;
	(iii) the consummation of a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 80% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any corporation which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect Directors of such Company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, any employee benefit plan sponsored or maintained by the Company (or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect Directors of the Company resulting from such Business Combination, and (c) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the foregoing conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”); or
	(iv) the Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or the direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.

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	(a) Section 162(m) Related Deferral. Notwithstanding anything contained herein to the contrary, if permitted under Section 409A of the Code, in the event that all or a portion of an annual incentive award shall be ineligible for treatment as “other performance-based compensation” under Section 162(m) of the Code, the Committee, in its sole discretion, shall have the right, with respect to any Executive Officer who is a “covered employee” under Section 162(m) of the Code, to defer, in whole or in part, such Executive Officer’s receipt of payment of his or her annual incentive award until the Executive Officer is no longer a “covered employee” or until such time as shall be determined by the Committee, provided that the Committee may effect such a deferral only in a situation where the Company would be prohibited a deduction under Section 162(m) of the Code and such deferral shall be limited to the portion of the award that is not deductible.
	(b) Deferrals. The Board Committee may, in its discretion, permit a Participant to defer the receipt of payment of cash that would otherwise be due to the Participant. If any such deferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.

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	Attested:
	/s/ Scott T. Mikuen
	Corporate Secretary

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    PROXY/VOTING INSTRUCTION CARD
 
                               HARRIS CORPORATION

               ANNUAL MEETING OF SHAREHOLDERS -- OCTOBER 28, 2005

          THIS PROXY/VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF
          OF THE BOARD OF DIRECTORS OF HARRIS CORPORATION AND THE
          HARRIS CORPORATION RETIREMENT PLAN TRUSTEE.
 
          You are receiving this proxy/voting instruction card
          because you are a participant in the Harris Corporation
          Retirement Plan and/or a registered shareholder. If you
          are a registered shareholder, by signing this proxy/voting
          instruction card you are hereby appointing HOWARD L.
          LANCE, BRYAN R. ROUB and SCOTT T. MIKUEN, jointly or
          individually, proxies with full power of substitution, to
          vote all shares you are entitled to vote at the Harris
          Corporation Annual Meeting of Shareholders on October 28,
          2005 or any adjournment thereof. Unless otherwise
          directed, this proxy will be voted FOR Proposal 1, the
          election of four directors; FOR Proposal 2, the approval
          of the Harris Corporation 2005 Equity Incentive Plan; FOR
          Proposal 3, the approval of the Harris Corporation 2005
          Annual Incentive Plan; and FOR Proposal 4, ratification of
          the appointment of independent auditors. In their
          discretion, the proxies are authorized to vote upon such
          other business as may properly come before the meeting.
          The proxies are instructed as indicated on the reverse side.
 
          If you are a participant in the Harris Corporation
          Retirement Plan, in connection with the Annual Meeting of
          Shareholders of Harris Corporation to be held on October
          28, 2005, you may provide instructions to the Plan Trustee
          on how to vote the shares allocable to your Harris
          Corporation Stock Fund Account. If no direction is made,
          the Plan Trustee will vote in the same proportion as the
          shares for which other participants have timely provided
          voting instructions.
 
          This proxy/instruction card revokes all prior
          proxies/instructions given by you. Please sign on the
          reverse side exactly as your name or names appear there.
          If stock is held in the name of joint holders, each should sign. If
          you are signing as trustee, executor, etc., please so indicate.
 
       (This Proxy/Voting Instruction Card Is Continued And To Be Signed
                              On The Reverse Side)
--------------------------------------------------------------------------------
                            - FOLD AND DETACH HERE -
 
                                 [HARRIS LOGO]
 
                            YOUR VOTE IS IMPORTANT!

             YOU CAN GIVE VOTING INSTRUCTIONS IN ONE OF THREE WAYS:

               1. Mark, sign and date your proxy/voting instruction card and 
                  return it promptly in the enclosed envelope.

                                       OR
                                       --

               2. Call TOLL FREE 1-866-540-5760 on a Touch Tone
                  telephone and follow the instructions on the
                  reverse side of this card. There is NO CHARGE
                  to you for this call.

                                       OR
                                       --

               3. Vote over the Internet: HTTP://WWW.PROXYVOTING.COM/HRS by
                  following the instructions on the reverse side of this card.

                                  PLEASE VOTE

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 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS

                                                         PLEASE MARK YOUR
                                                         VOTE AS INDICATED   X
                                                         IN THIS EXAMPLE

                                                   FOR    WITHHOLD   FOR ALL
                                                   ALL       ALL     EXCEPT

     The Board recommends a vote "FOR"             /  /      /  /      /  /
     Proposal 1 -- Election of the
     following nominees as Director for
     a three-year term expiring in 2008:

        01 Lewis Hay III
        02 Karen Katen
        03 Stephen P. Kaufman
        04 Hansel E. Tookes II

        ----------------------------------------
        For all except Nominee(s)
        written above

                                                   FOR     AGAINST   ABSTAIN
 
     The Board recommends a vote "FOR"             /  /      /  /      /  /
     Proposal 2 -- Approval of the Harris
     Corporation 2005 Equity Incentive Plan
 
 
     The Board recommends a vote "FOR"            /  /      /  /      /  /
     Proposal 3 -- Approval of the Harris
     Corporation 2005 Annual Incentive Plan
 
 
     The Board recommends a vote "FOR"            /  /      /  /      /  /
     Proposal 4 -- Ratification of the 
     appointment of Ernst & Young LLP 
     as independent auditors
 
     **PLEASE RETURN YOUR PROXY/VOTING INSTRUCTION CARD OR IF YOU WISH TO VOTE
       BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS BELOW**
 
     THIS PROXY/VOTING INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE
     VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
     NO DIRECTION IS MADE, THIS PROXY/VOTING INSTRUCTION CARD WILL BE VOTED
     "FOR" THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES; "FOR" PROPOSAL
     2; "FOR" PROPOSAL 3; AND "FOR" PROPOSAL 4, OR, IF YOU ARE A
     PARTICIPANT IN THE HARRIS CORPORATION RETIREMENT PLAN, AS MAY
     OTHERWISE BE PROVIDED IN THE PLAN.
 
                                                 In their discretion,
                                                 the proxies are
                                                 authorized to vote upon
                                                 such other business as
                                                 may properly come
                                                 before the meeting.
 
Signature(s)                                              Date        ,  2005
            ---------------------------------------------      ------- 

        NOTE: Please sign exactly as name appears hereon. Joint owners
        should each sign. When signing as attorney, executor, administrator,
        officer, trustee, or guardian, please give full title as such.
 
                           -- FOLD AND DETACH HERE --
--------------------------------------------------------------------------------

                               VOTE BY TELEPHONE
 
                CALL TOLL FREE ON A TOUCH-TONE TELEPHONE ANYTIME
                                 1-866-540-5760
 
                    THERE IS NO CHARGE TO YOU FOR THIS CALL.
                             QUICK  EASY  IMMEDIATE

   Your telephone vote authorizes the named proxies to vote your shares in
   the same manner as if you marked, signed and returned your proxy/voting
   instruction card or, if you are a participant in the Harris Corporation
   Retirement Plan, provides an instruction to the Plan Trustee to vote the
   Harris shares held in your account in the same manner as if you marked,
   signed and returned your proxy/voting instruction card.
 
   You will need to have your proxy card in hand when voting. You cannot
   vote by telephone or Internet after 11:59 p.m. (EST) on October 27,
   2005.

   OPTION #1: To vote as the Board of Directors recommends on ALL
              proposals: Press 1.
 
   OPTION #2: If you choose to vote on each proposal separately, press 0.
              You will hear these instructions:

     Proposal 1:  To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
                  nominees, press 9.
                  To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to
                  the instructions.
     Proposal 2:  To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
     Proposal 3:  To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
     Proposal 4:  To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.

                             VOTE OVER THE INTERNET
                         HTTP://WWW.PROXYVOTING.COM/HRS

   Your Internet voting instruction authorizes the named proxies or provides
   the Plan Trustee with an instruction to vote your shares in the same
   manner as if you marked, signed and returned your proxy/voting instruction
   card. Have your proxy card in hand when you access the website.
 
PLEASE DO NOT RETURN THE ABOVE PROXY/VOTING
              INSTRUCTION CARD
IF YOU VOTED BY PHONE OR OVER THE INTERNET.