Exhibit 10(B)



 





Exhibit 10(b)




FIRST AMENDMENT

TO THE

HARRIS CORPORATION

MASTER RABBI TRUST AGREEMENT




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



     WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to
Section 12, such amendment to be effective 24th day of September, 2004;



     NOW, THEREFORE, the section of the Trust set forth below is amended as
follows, but all other sections of the Trust shall remain in full force and
effect.


1. Section 5(c) shall be amended by adding the following new paragraph to the
end thereof:





     “The Company shall have the sole investment responsibility with
respect to the retention, sale, purchase or voting of any common stock
of the Company (“Employer Stock”) which has not been allocated to an
Investment Manager. The Trustee shall have custody of such Employer
Stock and shall act with respect thereto only as directed by the
Company. The Trustee shall not make any investment review of,
consider the propriety of holding or selling, or vote any such
Employer Stock. Except for the short term investment of cash, the
Company has limited the investment power of the Trustee with respect
to the account containing the Employer Stock. The Trustee shall not
be liable for the purchase, retention, voting, tender, exchange or
sale of Employer Stock and the Company (which has the authority to do
so under the laws of the state of its incorporation) agrees to
indemnify THE NORTHERN TRUST COMPANY from any liability, loss and
expense, including legal fees and expenses which THE NORTHERN TRUST
COMPANY may sustain by reason of purchase, retention, voting, tender,
exchange or sale of Employer Stock. This paragraph shall survive the
termination of this agreement.”



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     IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to be executed and their respective corporate seals to be affixed and attested
by their respective corporate officers on this 24th day of September, 2004.



	 	 	 	 	 	 	 
	 	 	 	 	HARRIS CORPORATION
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Charles J. Greene
	

	 	 	 	 	 	Charles J. Greene
	 
	 	 	 	 	 	 
	 	 	 	 	Its: Assistant Treasurer
	 
	 	 	 	 	 	 
	ATTEST	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Scott T. Mikuen	 	 	 	 
	Its:

	 	Assistant Secretary	 	 	 	 







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



/s/ Scott T. Mikuen


Scott T. Mikuen

Assistant Secretary

Harris Corporation



	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY
	 
	 	 	 	 
	

	 	By:	 	/s/ Peter R. Sparrow
	

	 	 	 	
 
	

	 	Its:	 	Vice President
	

	 	 	 	
 
	 
	 	 	 	 
	ATTEST:
	 	 	 	 
	Robert
F. Draths, Jr.
	 	 	 	 
	
 	 	 	 	 
	Its:
Vice President
	 	 	 	 








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