Exhibit 10.4



 





EXHIBIT 10.4




HARRIS CORPORATION

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN




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



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



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



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



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



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



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



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



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



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



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



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




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



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



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




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



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



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



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



     “Director” shall mean a member of the Board.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



     3. Deferred Compensation.



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



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




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



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



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




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



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



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



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



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



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



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



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




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



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



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



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



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



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



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



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




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



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



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



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


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


	 	 	 	 	 
	 	HARRIS CORPORATION

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




ATTEST




/s/ Scott T. Mikuen







Corporate Secretary




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Exhibit A

to

Harris Corporation 2005

Directors’ Deferred Compensation Plan




	 	 	 
	Harris Stock Equivalents

	 	Money Market Fund
	 
	 	 
	Balanced Fund

	 	Passive Aggregate Strategy Fund
	 
	 	 
	Equity Income Fund

	 	Stable Value Fund
	 
	 	 
	Growth Fund

	 	International Equity Fund
	 
	 	 
	Index Equity Fund

	 	Wilshire 4500 Index Fund
	 
	 	 
	Russell 2000 Growth Index Fund

	 	RCM Global Technology Fund








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