EXHIBIT 10.2

THE LANIER WORLDWIDE, INC. SAVE TO ACCUMULATE

RETIREMENT $ (STAR$) PLAN








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TABLE OF CONTENTS

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|ARTICLE I  HISTORY AND EFFECTIVE DATE |                                            |      |  | 
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|ARTICLE II  CONSTRUCTION              |                                            |      |  | 
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|                                      | 2.1.  Controlling Laws                     |      |  |  | 
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|                                      | 2.2.  Construction                         |      |  |  | 
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|ARTICLE III  DEFINITIONS              |                                            |      |  | 
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|                                      | 3.1.  Account                              |      |  |  | 
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|                                      | 3.2.  Affiliate                            |      |  |  | 
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|                                      | 3.3.  Average Contribution Percentage      |      |  |  | 
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|                                      | 3.4.  Average Deferral Percentage          |      |  |  | 
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|                                      | 3.5.  Authorized Leave of Absence          |      |  |  | 
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|                                      | 3.6.  Before-Tax Account                   |      |  |  | 
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|                                      | 3.7.  Before-Tax Contributions             |      |  |  | 
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|                                      | 3.8.  Beneficiary                          |      |  |  | 
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|                                      | 3.9.  Board                                |      |  |  | 
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|                                      | 3.10. Break in Service                     |      |  |  | 
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|                                      | 3.11. Code                                 |      |  |  | 
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|                                      | 3.12. Compensation                         |      |  |  | 
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|                                      | 3.13. Contribution Percentage              |      |  |  | 
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|                                      | 3.14. Deferral Percentage                  |      |  |  | 
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|                                      | 3.15. Discount Contributions               |      |  |  | 
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|                                      | 3.16. Earnings and Profits                 |      |  |  | 
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|                                      | 3.17. Effective Date                       |      |  |  | 
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|                                      | 3.18. Election Form                        |      |  |  | 
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|                                      | 3.19. Eligible Employee                    |      |  |  | 
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|                                      | 3.20. Employee                             |      |  |  | 
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|                                      | 3.21. Employer                             |      |  |  | 
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|                                      | 3.22. Employment Commencement Date         |      |  |  | 
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|                                      | 3.23. Employment Termination Date          |      |  |  | 
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|                                      | 3.24. Entry Date                           |      |  |  | 
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|                                      | 3.25. ERISA                                |      |  |  | 
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|                                      | 3.26. Excess Aggregate Contributions       |      |  |  | 
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|                                      | 3.27. Excess Contributions                 |      |  |  | 
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|                                      | 3.28. Excess Deferrals                     |      |  |  | 
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|                                      | 3.29. Forfeiture                           |      |  |  | 
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|                                      | 3.30. Harris Stock                         |      |  |  | 
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|                                      | 3.31. Highly Compensated Participant       |      |  |  | 
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|                                      | 3.32. Hour of Service                      |      |  |  | 
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|                                      | 3.33. Lanier Stock                         |      |  |  | 
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|                                      | 3.34. Matched Deferrals                    |      |  |  | 
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|                                      | 3.35. Matching Contribution                |      |  |  | 
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|                                      | 3.36. Maximum Deferral Percentage          |      |  |  | 
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|                                      | 3.37. Nonhighly Compensated Participant    |      |  |  | 
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|                                      | 3.38. Normal Retirement Age                |      |  |  | 
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|                                      | 3.39. Participant                          |      |  |  | 
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|                                      | 3.40. Participation Requirement            |      |  |  | 
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|                                      | 3.41. Plan                                 |      |  |  | 
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|                                      | 3.42. Plan Sponsor                         |      |  |  | 
|                                      | 3.43. Plan Year                            |      |  |  | 
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|                                      | 3.44. Profit Sharing Matching Account      |      |  |  | 
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|                                      | 3.45. Profit Sharing Matching Contribution |      |  |  | 





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|                                      | 3.46. Reemployment Commencement Date                                    |                                                                                               |                   |  | 
|                                      | 3.47. Regular Matching Account                                          |                                                                                               |                   |  | 
|                                      | 3.48. Regular Matching Contributions                                    |                                                                                               |                   |  | 
|                                      | 3.49. Rollover Account                                                  |                                                                                               |                   |  | 
|                                      | 3.50. Stock Discount Account                                            |                                                                                               |                   |  | 
|                                      | 3.51. Trust Agreement                                                   |                                                                                               |                   |  | 
|                                      | 3.52. Trust Fund                                                        |                                                                                               |                   |  | 
|                                      | 3.53. Trustee                                                           |                                                                                               |                   |  | 
|                                      | 3.54. Valuation Date                                                    |                                                                                               |                   |  | 
|                                      | 3.55. Year of Service                                                   |                                                                                               |                   |  | 
|                                      |                                                                         | (1) Period of Employment                                                                      |                   |  |  | 
|                                      |                                                                         | (2) Termination/Reemployment                                                                  |                   |  |  | 
|                                      |                                                                         |                                                                                               | (i) Full Years    |  |  |  | 
|                                      |                                                                         |                                                                                               | (ii) Extra Months |  |  |  | 
|                                      |                                                                         |                                                                                               | (iii) Excess Days |  |  |  | 
|                                      |                                                                         | (b) Temporary, Summer or Part-Time Casual Participation
        Requirement                   |                   |  |  | 
|                                      |                                                                         | (c) Service Prior to Age 18                                                                   |                   |  |  | 
|                                      |                                                                         | (d) Service With Affiliates and Other Entities                                                |                   |  |  | 
|                                      |                                                                         | (e) Qualified Military Service                                                                |                   |  |  | 
|                                      |                                                                         | (f) Service as a Leased Employee for Participation and
        Vesting                        |                   |  |  | 
|ARTICLE IV  PARTICIPATION             |                                                                         |                                                                                               |                   | 
|                                      | 4.1.  General Rule                                                      |                                                                                               |                   |  | 
|                                      | 4.2.  Reemployment Rule                                                 |                                                                                               |                   |  | 
|                                      |                                                                         | (a) Before Satisfaction of Participation Requirement                                          |                   |  |  | 
|                                      |                                                                         | (b) After Satisfaction of Participation Requirement but
        Before Becoming a Participant |                   |  |  | 
|                                      |                                                                         | (c) After Becoming a Participant                                                              |                   |  |  | 
|                                      | 4.3.  Change in Employment Status or Transfer From an
        Affiliate |                                                                                               |                   |  | 
|                                      | 4.4.  Information                                                       |                                                                                               |                   |  | 
|ARTICLE V  CONTRIBUTIONS AND ACCOUNTS |                                                                         |                                                                                               |                   | 
|                                      | 5.1.  Before-Tax Contributions                                          |                                                                                               |                   |  | 
|                                      |                                                                         | (a) Percentage                                                                                |                   |  |  | 
|                                      |                                                                         | (b) Payroll Deductions                                                                        |                   |  |  | 
|                                      |                                                                         | (c) Account Credits and Vesting                                                               |                   |  |  | 
|                                      |                                                                         | (d) Make Up of Before-Tax Contributions for Reemployed
        Veterans                       |                   |  |  | 
|                                      | 5.2.  Election Rules                                                    |                                                                                               |                   |  | 
|                                      |                                                                         | (a) Initial Election For Participants Hired On or After
        January 1, 1999               |                   |  |  | 
|                                      |                                                                         | (b) Initial Election For Participants Hired Before
        January 1, 1999                    |                   |  |  | 
|                                      |                                                                         | (c) Revised Election                                                                          |                   |  |  | 
|                                      |                                                                         | (d) Revocation of Election                                                                    |                   |  |  | 
|                                      |                                                                         | (e) Resumption After Revocation                                                               |                   |  |  | 
|                                      |                                                                         | (f) Timeliness and Election Procedures                                                        |                   |  |  | 
|                                      |                                                                         | (g) Plan Sponsor Action                                                                       |                   |  |  | 
|                                      | 5.3.  Regular Matching Contributions and
        Forfeitures            |                                                                                               |                   |  | 
|                                      |                                                                         | (a) Amount                                                                                    |                   |  |  | 
|                                      |                                                                         | (b) Forfeitures                                                                               |                   |  |  | 
|                                      |                                                                         | (c) Timing                                                                                    |                   |  |  | 
|                                      |                                                                         | (d) Insufficient Earnings and Profits                                                         |                   |  |  | 
|                                      |                                                                         | (e) Account Credits and Vesting                                                               |                   |  |  | 
|                                      |                                                                         | (f) Make Up of Employer Matching Contributions                                                |                   |  |  | 

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|5.4.  Profit Sharing Matching Contributions                       |                                                                                         |                                                                              |  | 
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|                                                                  | (a) In General                                                                          |                                                                              |  |  | 
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|                                                                  | (b) Timing                                                                              |                                                                              |  |  | 
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|                                                                  | (c) Account Credits and Vesting                                                         |                                                                              |  |  | 
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|5.5.  Discount Contributions                                      |                                                                                         |                                                                              |  | 
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|                                                                  | (a) Description                                                                         |                                                                              |  |  | 
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|                                                                  | (b) Account Credits                                                                     |                                                                              |  |  | 
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|                                                                  | (c) Treatment For Purposes of sections 401(k) and 401(m) of
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|5.6.  Limitation on Allocations                                   |                                                                                         |                                                                              |  | 
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|                                                                  | (a) General Rule                                                                        |                                                                              |  |  | 
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|                                                                  | (b) Statutory Limitations on Contributions                                              |                                                                              |  |  | 
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|                                                                  |                                                                                         | (1) General Rule                                                             |  |  |  | 
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|                                                                  |                                                                                         | (2) Coordination                                                             |  |  |  | 
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|                                                                  |                                                                                         | (3) Corrections                                                              |  |  |  | 
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|                                                                  | (c) Individual Dollar Limit                                                             |                                                                              |  |  | 
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|                                                                  |                                                                                         | (1) This Plan                                                                |  |  |  | 
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|                                                                  |                                                                                         | (2) Other Plans                                                              |  |  |  | 
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|                                                                  |                                                                                         | (3) Claim                                                                    |  |  |  | 
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|                                                                  |                                                                                         | (4) Determination of Investment Gain or Loss                                 |  |  |  | 
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|                                                                  |                                                                                         | (5) Distribution of Excess Deferrals                                         |  |  |  | 
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|                                                                  |                                                                                         | (6) Forfeiture of Related Match                                              |  |  |  | 
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|                                                                  | (d) Limitations on Before-Tax Contributions for Highly
        Compensated Participants |                                                                              |  |  | 
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|                                                                  |                                                                                         | (1) General                                                                  |  |  |  | 
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|                                                                  |                                                                                         | (2) Other Plan or Arrangements                                               |  |  |  | 
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|                                                                  |                                                                                         | (3) Calculation and Distribution of Excess Contributions                     |  |  |  | 
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|                                                                  |                                                                                         | (4) Determination of Investment Gains or Losses                              |  |  |  | 
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|                                                                  |                                                                                         | (5) Forfeiture of Related Match                                              |  |  |  | 
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|                                                                  |                                                                                         | (6) Qualified Matching Contribution                                          |  |  |  | 
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|                                                                  | (e) Limitations on Matching Contributions for Highly
        Compensated Participants   |                                                                              |  |  | 
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|                                                                  |                                                                                         | (1) General                                                                  |  |  |  | 
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|                                                                  |                                                                                         | (2) Other Plan or Arrangements                                               |  |  |  | 
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|                                                                  |                                                                                         | (3) Calculation and Distribution of Excess Aggregate
        Contributions   |  |  |  | 
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|                                                                  |                                                                                         | (4) Qualified Nonelective Contribution and Use of Elective
        Deferrals |  |  |  | 
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|                                                                  | (f) Multiple Use Limit                                                                  |                                                                              |  |  | 
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|                                                                  | (g) Limitations on Deductibility                                                        |                                                                              |  |  | 
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|                                                                  | (h) Withholding Obligations and Account Balance                                         |                                                                              |  |  | 
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|                                                                  | (i) Allocation Corrections                                                              |                                                                              |  |  | 
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|5.7.  Rollover Accounts                                           |                                                                                         |                                                                              |  | 
|5.8.  Account Investments                                         |                                                                                         |                                                                              |  | 
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|5.9.  Special Rules Concerning Investment in
        Lanier Stock |                                                                                         |                                                                              |  | 
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|                                                                  | (a) Availability                                                                        |                                                                              |  |  | 
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|                                                                  | (b) Restrictions on Transfers                                                           |                                                                              |  |  | 
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|                                                                  | (c) Dividends                                                                           |                                                                              |  |  | 
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|                                                                  | (d) Contributions and Purchase of Lanier Stock                                          |                                                                              |  |  | 
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|                                                                  | (e) Voting                                                                              |                                                                              |  |  | 
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|5.10. Special Rules Concerning Harris Stock                       |                                                                                         |                                                                              |  | 
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|                                                                  | (a) In General                                                                          |                                                                              |  |  | 
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|                                                                  | (b) Dividends                                                                           |                                                                              |  |  | 
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|                                                                  | (c) Voting                                                                              |                                                                              |  |  | 
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|5.11. Expenses                                                    |                                                                                         |                                                                              |  | 

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|ARTICLE VI  PLAN BENEFITS                                        |                                                      |                                            |                              |                                       
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|                                                                 | 6.1.  Normal Retirement Benefit                      |                                            |                              |                                        | 
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|                                                                 | 6.2.  Disability Benefit                             |                                            |                              |                                        | 
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|                                                                 |                                                      | (a) Full Vesting                           |                              |                                        |  | 
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|                                                                 |                                                      | (b) Definition                             |                              |                                        |  | 
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|                                                                 |                                                      | (c) Determination                          |                              |                                        |  | 
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|                                                                 | 6.3.  Death Benefit                                  |                                            |                              |                                        | 
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|                                                                 | 6.4.  Vested Benefit                                 |                                            |                              |                                        | 
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|                                                                 |                                                      | (a) General Rule                           |                              |                                        |  | 
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|                                                                 |                                                      | (b) Vesting Schedule                       |                              |                                        |  | 
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|                                                                 |                                                      | (c) Reemployment                           |                              |                                        |  | 
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|                                                                 |                                                      | (d) Former Medquist Employees              |                              |                                        |  | 
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|                                                                 | 6.5.  Forfeiture of Benefit of Missing Claimant      |                                            |                              |                                        | 
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|                                                                 | 6.6.  Loans                                          |                                            |                              |                                        | 
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|                                                                 |                                                      | (a) Administration                         |                              |                                        |  | 
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|                                                                 |                                                      | (b) Statutory Requirements                 |                              |                                        |  | 
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|                                                                 |                                                      |                                            | (1) General                  |                                        |  |  | 
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|                                                                 |                                                      |                                            | (2) Repayments               |                                        |  |  | 
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|                                                                 |                                                      |                                            | (3) Limitations on Amounts   |                                        |  |  | 
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|                                                                 |                                                      |                                            | (c) Distribution and Default |                                        |  |  | 
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|                                                                 | 6.7.  Age 59 1/2                                     |                                            |                              |                                        | 
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|ARTICLE VII  BENEFIT DISTRIBUTION                                |                                                      |                                            |                              |                                       
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|                                                                 | 7.1.  Form of Payment                                |                                            |                              |                                        | 
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|                                                                 |                                                      | (a) Small Benefit Cash-out                 |                              |                                        |  | 
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|                                                                 |                                                      | (b) Options                                |                              |                                        |  | 
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|                                                                 |                                                      | (c) Changes Allowed                        |                              |                                        |  | 
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|                                                                 |                                                      | (d) Effect of Failure to Specify an Option |                              |                                        |  | 
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|                                                                 |                                                      | (e) Amounts Invested in Stock              |                              |                                        |  | 
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|                                                                 |                                                      | (f) Loan Balances                          |                              |                                        |  | 
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|                                                                 | 7.2.  Distribution Deadlines                         |                                            |                              |                                        | 
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|                                                                 |                                                      | (a) General Rule                           |                              |                                        |  | 
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|                                                                 |                                                      | (b) $5,000 or Less                         |                              |                                        |  | 
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|                                                                 |                                                      | (c) More than $5,000                       |                              |                                        |  | 
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|                                                                 |                                                      | (d) Statutory Deadlines                    |                              |                                        |  | 
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|                                                                 |                                                      |                                            | (1) Participant              |                                        |  |  | 
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|                                                                 |                                                      |                                            |                              | (i) Initial Distribution               |  |  |  | 
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|                                                                 |                                                      |                                            |                              | (ii) Required Beginning Date           |  |  |  | 
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|                                                                 |                                                      |                                            |                              | (iii) Latest Commencement Date         |  |  |  | 
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|                                                                 |                                                      |                                            |                              | (iv) Maximum Duration of Distributions |  |  |  | 
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|                                                                 |                                                      |                                            | (2) Beneficiary              |                                        |  |  | 
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|                                                                 |                                                      |                                            | (3) Limit on Limits          |                                        |  |  | 
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|                                                                 | 7.3.  Direct Rollover                                |                                            |                              |                                        | 
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|                                                                 | 7.4.  Claim for Benefit                              |                                            |                              |                                        | 
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|                                                                 | 7.5.  Mistakes                                       |                                            |                              |                                        | 
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|                                                                 | 7.6.  Designation of Beneficiary                     |                                            |                              |                                        | 
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|                                                                
|ARTICLE VIII  NAMED FIDUCIARIES, PLAN SPONSOR AND
	PLAN EXPENSES |                                                      |                                            |                              |                                       
|                                                                
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|                                                                
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|                                                                 | 8.1.  Named Fiduciaries                              |                                            |                              |                                        | 
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|                                                                 | 8.2.  Allocation and Delegation by Named Fiduciaries |                                            |                              |                                        | 
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|                                                                 | 8.3.  Advisors                                       |                                            |                              |                                        | 
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|                                                                 | 8.4.  Dual Fiduciary Capacities                      |                                            |                              |                                        | 

-iv-



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|------------------------------------ | ---------------------------------------------- | ------------------------------------------- | -------------------------------- |  |  |  | 
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|                                     |                                                | 8.5.  Powers and Duties of the Plan Sponsor |                                  |  |  | 
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|                                     |                                                |                                             | (a) General                      |  |  |  | 
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|                                     |                                                |                                             | (b) Liquidity Requirements       |  |  |  | 
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|                                     |                                                |                                             | (c) Records                      |  |  |  | 
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|                                     |                                                |                                             | (d) Information from Others      |  |  |  | 
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|                                     |                                                |                                             | (e) Reporting and Disclosure     |  |  |  | 
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|                                     |                                                | 8.6.  Payment of Expenses                   |                                  |  |  | 
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|ARTICLE IX  TRUST FUND AND TRUSTEE   |                                                |                                             |                                  | 
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|ARTICLE X  AMENDMENT AND TERMINATION |                                                |                                             |                                  | 
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|                                     | 10.1. Amendment                                |                                             |                                  |  | 
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|                                     | 10.2. Termination                              |                                             |                                  |  | 
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|                                     | 10.3. Merger, Consolidation or Asset Transfers |                                             |                                  |  | 
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|                                     |                                                |                                             | (a) General                      |  |  |  | 
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|                                     |                                                |                                             | (b) Authorization                |  |  |  | 
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|ARTICLE XI  MISCELLANEOUS            |                                                |                                             |                                  | 
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|                                     | 11.1. Spendthrift Clause                       |                                             |                                  |  | 
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|                                     | 11.2. Legally Incompetent                      |                                             |                                  |  | 
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|                                     | 11.3. Benefits Supported Only by Trust Fund    |                                             |                                  |  | 
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|                                     | 11.4. Discrimination                           |                                             |                                  |  | 
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|                                     | 11.5. Claims                                   |                                             |                                  |  | 
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|                                     | 11.6 Agent for Service of Process              |                                             |                                  |  | 
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|                                     | 11.7. Nonreversion                             |                                             |                                  |  | 
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|                                     | 11.8. Plan Not An Employment Contract          |                                             |                                  |  | 
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|                                     | 11.9. Top Heavy Plan                           |                                             |                                  |  | 
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|                                     |                                                |                                             | (a) Determination                |  |  |  | 
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|                                     |                                                |                                             | (b) Special Top Heavy Plan Rules |  |  |  | 
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|                                     | 11.10. Qualified Domestic Relations Order      |                                             |                                  |  | 

-v-



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THE LANIER WORLDWIDE, INC. SAVE TO ACCUMULATE

RETIREMENT $ (STAR$) PLAN

(as amended and restated as of December 1, 1999)


ARTICLE  I

HISTORY AND EFFECTIVE DATE

The Lanier Worldwide, Inc. Save to Accumulate Retirement $
(STAR$) Plan (the Plan) is an amendment and
restatement of the Lanier Worldwide, Inc. Savings Incentive Plan
adopted effective as of July 1, 1997, and as thereafter
amended. The Plan adopted effective as of July 1, 1997 was
an amendment and restatement of the Plan adopted effective as of
June 28, 1994 and thereafter amended. The Plan in effect as
of June 28, 1994 was an amendment and restatement of the
Plan adopted effective as of June 30, 1992 and thereafter
amended. The Plan in effect as of June 30, 1992 was an
amendment and restatement of the Plan adopted effective as of
April 30, 1990 and thereafter amended. The Plan in effect as
 of April 30, 1990 was an amendment and restatement of the
Plan adopted effective as of October 1, 1989 and thereafter
amended. The Plan in effect as of October 1, 1989 was an
amendment and restatement of the Harris/3M Document Products,
Inc. Savings Incentive Plan, as originally effective as of
April 1, 1986 (Harris/DPI Plan) and thereafter
amended. The Harris/Lanier Advantage Plan and Trust
(Harris/LBP Plan), as originally effective as of
October 1, 1986 and thereafter amended, was merged into the
Plan effective as of October 1, 1989. Except as expressly
provided otherwise, the provisions of the Plan as amended and
restated as of December 1, 1999 shall apply only to those
individuals who are Participants in the Plan on or after
December 1, 1999; however, the provisions relating to
contributions and vesting in contributions apply only to a person
 who is an Eligible Employee on or after December 1, 1999].

ARTICLE  II

CONSTRUCTION

2.1.  Controlling Laws.The Plan and its related
Trust Agreement shall be construed and interpreted under the laws
 of the State of Delaware, without regard to its principles of
conflicts of laws, to the extent such laws are not preempted by
ERISA.

2.2.  Construction.Plan headings and subheadings are
 for convenience of reference only and are not to be construed to
 alter the terms of the Plan. Whenever used in the Plan and
unless context otherwise requires, terms in the plural shall
include the singular, and terms in the singular shall include the
 plural. References in this Plan to § shall be
to a section in this Plan unless otherwise indicated.

ARTICLE  III

DEFINITIONS

3.1.  Account.The balance to the credit of a
Participant under this Plan. A Participants Account may be
subdivided for bookkeeping purposes into a Before-Tax Account, a
Regular Matching Account, a Profit Sharing Matching Account, a
Stock Discount Account, and a Rollover Account.

3.2.  Affiliate.Any entity that is (a) a member
 of the same controlled group of corporations (within the meaning
 of section 414(b) of the Code) of which an Employer is a
member, (b) a trade or business (whether or not
incorporated) under common control (within the meaning of
section 414(c) of the Code) with an Employer, (c) an
organization (whether or not incorporated) that is a member of an
 affiliated service group (within the meaning of
section 414(m) of the Code) that includes an Employer, a
corporation described in clause (a) of this subdivision or a
 trade or business described in clause (b) of this
subdivision, or (d) an organization which is required to be
aggregated with an Employer pursuant to Regulations promulgated
under section 414(o) of the Code.

-1-



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3.3.  Average Contribution Percentage.For each Plan
Year the average (expressed as a percentage) of the Contribution
Percentages computed separately (a) for the group of Highly
Compensated Participants during such Plan Year and (b) for
the group of Nonhighly Compensated Participants during the
immediately preceding Plan Year.

3.4.  Average Deferral Percentage.For each Plan Year
 the average (expressed as a percentage) of the Deferral
Percentages computed separately (a) for the group of Highly
Compensated Participants during such Plan Year and (b) for
the group of Nonhighly Compensated Participants during the
immediately preceding Plan Year.

3.5.  Authorized Leave of Absence.Any period of
absence authorized by an Employer under its standard personnel
practices, including as required by the Family and Medical Leave
Act of 1993, provided that the Employee returns to the employ of
the Employer by the end of such period, except as may be
otherwise required by the Family and Medical Leave Act of 1993.

3.6.  Before-Tax Account.The portion of a
Participants Account attributable to Before-Tax
Contributions.

3.7.  Before-Tax Contributions.The portion of a
Participants Compensation (as described in
§ 3.13(a)) which the Participant elects to defer into
this Plan pursuant to § 5.1.

3.8.  Beneficiary.A person last designated by a
Participant to receive all or a portion of the Participants
 Account in the event of the Participants death subject to
the provisions of § 7.6.

3.9.  Board.The board of directors of the Plan
Sponsor.

3.10.  Break in Service.Any 12 consecutive
month period beginning on an Employees Employment
Termination Date or anniversary of such date during which the
Employee has not completed an Hour of Service.

3.11.  Code.The Internal Revenue Code of 1986, as
amended.

3.12.  Compensation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  For purposes of determining the amount of a
	Participants Before-Tax Contributions and Matching
	Contributions for any period, remuneration described in
	(i) minus remuneration described in (ii) where:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (i) is remuneration which constitutes the
	Participants base salary and wages paid by the
	Participants Employer, and other amounts paid by the
	Employer that are includible in the Participants gross
	income, including overtime payments, commission payments, annual
	bonuses, regional and shift differentials.
	(ii) is remuneration which constitutes any
	payment made under a severance pay plan or program, any payment
	made in consideration of the Participants release of claims
	 in favor of an Employer or an Affiliate, any foreign or domestic
	 assignment allowance, any contest payments, any expense-related
	reimbursements (including reimbursements commonly referred to as
	Runzheimer payments), any signing bonuses, any
	payment made under any long-term incentive plan, compensation
	received while on an Authorized Leave of Absence (except for
	compensation received (A) during the first ten days of
	an Employees absence because of illness, (B) during an
	 Employees vacation, or (C) during an Employees
	absence because of jury duty, disability payments, and the value
	of life insurance includible in the Participants gross
	income.
|
| | (b)  For purposes of determining the limitations under
	section 415 of the Code described in § 5.6, the
	Plan Sponsor may use any definition of compensation permitted
	under section 415(c)(3) of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c)  For purposes of computing a Participants Average
	Contribution Percentage and Average Deferral Percentage, and for
	any other testing purpose with respect to a Plan Year, the Plan
	Sponsor may use any definition of compensation allowable under
	section 414(s) of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

-2-



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The elective deferrals made by an Employer on behalf of such
Participant that are not includible in his or her gross income
for federal income tax purposes for such period because they are
contributed to a cash or deferred arrangement described in
section 401(k) of the Code, or because they are contributed
to a cafeteria plan described in section 125 of the Code,
shall be included as Compensation for all purposes, provided that
 for Plan Years commencing prior to July 1, 1999, such
elective deferrals shall not be included for determining the
limitations under section 415 of the Code described in
§ 5.6.

Compensation shall not include any amounts paid to or on behalf
of an Employee for any period when such Employee is not eligible
to make Before-Tax Contributions under this Plan unless the
inability to make Before-Tax Contributions is due to a suspension
 under § 5.2(d) or (g) or the application of the
limitations under section 415 of the Code described in
§ 5.6. The amount of a Participants Compensation
that may be taken into account for any purpose of the Plan shall
not exceed (i) for the Plan Year commencing on July 1,
1999, $160,000 and (ii) for each subsequent Plan Year, the
amount prescribed by section 401(a)(17) of the Code (as
adjusted for increases in the cost-of-living pursuant to
section 401(a)(17)(B) of the Code).

3.13.  Contribution Percentage.For each Eligible
Employee who has satisfied the Participation Requirement for
Matching Contributions, the ratio of (a) the amount of the
Matching Contributions, if any, to be credited for such Plan Year
 to his or her Account to (b) his or her Compensation for
such Plan Year; provided, however, that the Plan Sponsor can
elect to include Before-Tax Contributions and QNECs (as defined
in § 5.6(d)(6)) with Matching Contributions for
purposes of determining the Contribution Percentage as described
in § 5.6(e)(4) provided such Before-Tax Contributions
and QNECs (as defined in § 5.6(d)(6)) also are not
taken into account in determining the Deferral Percentage.

3.14.  Deferral Percentage.For each Eligible
Employee who has satisfied the Participation Requirement for
Before-Tax Contributions, the ratio of (a) the sum of the
amount of the Before-Tax Contributions, if any, to be credited
for such Plan Year to his or her Account (other than Before-Tax
Contributions taken into account in determining the Contribution
Percentage) to (b) his or her Compensation for such Plan
Year; provided however, that the Plan Sponsor can elect to
include QMACs and QNECs (as defined in § 5.6(d)(6))
with Before Tax Contributions as described in
§ 5.6(d)(6) provided such QNECs also are not taken into
 account in determining the Contribution Percentage.

3.15.  Discount Contributions.The Employer
contributions made pursuant to § 5.5.

3.16.  Earnings and Profits.The net income of an
Employer as determined for each calendar quarter by the Employer
for financial accounting purposes.

3.17.  Effective Date.With respect to this amendment
 and restatement of the Plan, December 1, 1999, except as
otherwise specifically provided herein.

3.18.  Election Form.A form designated by the Plan
Sponsor for making one or more of the elections and designations
provided for under this Plan, in accordance with such rules as
may be adopted by the Plan Sponsor from time to time. An election
 form may be set forth on a paper document or, if prescribed by
the Plan Sponsor, may be communicated to, and completed by,
Employees by electronic or telephonic means.

3.19.  Eligible Employee.An Employee of an Employer,
 other than any Employee described below:



| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  an Employee who is included in a unit of employees
	covered by a collective bargaining agreement that does not
	provide that such Employee be eligible to participate in this
	Plan;                                     
|
| | (b)  an Employee who is a nonresident alien and who receives
	 no earned income from an Employer from sources within the United
	 States; or                                                                                  
|
| | (c)  an Employee who works primarily outside the United
	States and who is paid under a payroll system that is not linked
	electronically to the payroll system for Employees who work
	primarily within the United States; or
|
| | (d)  an Employee who is employed by the Plan Sponsor at the
	Puerto Rico branch or by Lanier Puerto Rico, Inc.                                                                                                                

-3-



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3.20.  Employee.An individual who is classified on
the payroll of an Employer as an employee and who receives a
Form W-2 from that Employer. Notwithstanding the foregoing,
no individual who renders service for an Employer shall be
considered an Employee for purposes of the Plan if such Employee
renders such services pursuant to either (i) an agreement
providing that such services are to be rendered by the individual
 as an independent contractor or (ii) an agreement with an
entity, including a leasing organization within the meaning of
section 414(n)(2) of the Code, that is not an Affiliate.
Further, if an individual performing services for an Employer is
retroactively reclassified as an employee of an
Employer for any reason, the reclassified individual will not be
treated as an Employee for any period prior to the actual date
(and not the effective date) of the reclassification unless the
Employer in its sole discretion determines the reclassification
is necessary.

3.21.  Employer. The Plan Sponsor, and any other
Affiliate which (i) adopts the Plan and (ii) the Board
designates in writing from time to time as an Employer under the
Plan.

3.22.  Employment Commencement Date. The first date
on which an Employee first performs an Hour of Service.

3.23.  Employment Termination Date. The earlier of
(a), (b) or (c) below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  The date an Employee quits, retires, dies or is
	discharged in accordance with the personnel policy of his or her
	Employer or an Affiliate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (b)  the first anniversary of the first day of an
	Employees absence from service for any other reason (e.g.,
	disability, leave of absence, layoff, etc.), except for
	documented maternity or paternity reasons and except as provided
	in § 3.55(e), provided that an individual who fails to
	return to employment at the expiration of a leave of absence
	shall be deemed to have terminated employment on the earlier of
	(i) the date on which his or her leave of absence expires or
	 (ii) the first anniversary of the first day of his or her
	absence (except as provided in § 3.55(e)); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c)  the second anniversary of the first day of an
	Employees absence from service for documented maternity or
	paternity reasons. Maternity or paternity reasons means an
	absence because of (i) the Employees pregnancy,
	(ii) the birth of the Employees child, (iii) the
	placement of the child with the Employee in connection with the
	Employees adoption of such child or (iv) the need to
	care for any such child for a period beginning immediately
	following such birth or placement; provided, that the Employee
	furnishes to the Plan Sponsor such legal documentation as may be
	reasonably required by the Plan Sponsor to establish that the
	absence is for reasons set forth in such clause and to verify the
	 duration of such absence. Notwithstanding the foregoing, if an
	individual is absent for documented maternity or paternity
	reasons, the 12 consecutive month period beginning on the first
	anniversary of the first date of the absence shall not constitute
	 a period of employment as described in Section 3.55 or a
	Break in Service.

3.24.  Entry Date. The first day of the bi-weekly
payroll period beginning on or after the date on which an
Eligible Employee satisfies the applicable Participation
Requirement.

3.25.  ERISA. The Employee Retirement Income Security
 Act of 1974, as amended.

3.26.  Excess Aggregate Contributions. The excess of
(a) the Matching Contributions made on behalf of Highly
Compensated Participants for a Plan Year over (b) the
maximum amount of such contributions permitted for such Plan Year
 under section 401(m)(2)(A) of the Code (as described in
§ 5.6(e)).

3.27.  Excess Contributions. The excess of
(a) the Before-Tax Contributions actually made on behalf of
Highly Compensated Participants for a Plan Year over (b) the
 maximum amount of such contributions permissible for such Plan
Year under section 401(k)(3)(A) of the Code, as described in
 § 5.6(d).

3.28.  Excess Deferrals. For each Participant for
each calendar year the Before-Tax Contributions for such Plan
Year that the Participant designates as exceeding the dollar
limit prescribed by § 5.6(c).

3.29.  Forfeiture. Any amount deducted from a
Participants Account and forfeited by the Participant in
accordance with the terms of this Plan.

-4-



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3.30.  Harris Stock. The common stock of Harris
Corporation.

3.31.  Highly Compensated Participant. For any Plan
Year for each type of contribution made under this Plan, a
Eligible Employee who has satisfied the Participation Requirement
 for such contribution and who:



| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  is a 5%-owner (as defined in section 416(i)(1) of
	the Code) of an Employer or an Affiliate at any time during the
	Plan Year or the preceding Plan Year; or                                        
|
| | (b)  is paid Compensation in excess of $80,000 (as adjusted
	for increases in the cost of living in accordance with
	section 414(q)(1)(B)(ii) of the Code) from an Employer for
	the preceding Plan Year.

3.32.  Hour of Service. Each hour for which:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  an individual is paid, or entitled to payment, for the
	performance of duties as an employee of an Affiliate;                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (b)  an individual is paid, or entitled to payment, by an
	Affiliate on account of a period of time during which no duties
	are performed (irrespective of whether the employment
	relationship has terminated) due to vacation, holiday, illness,
	incapacity (including disability), lay-off, jury duty, military
	duty or leave of absence. No more than 501 Hours of Service
	will be credited under this paragraph (b) for any single
	continuous period (regardless of whether such period occurs in a
	single computation period);
|
| | (c)  back pay is awarded or agreed to by an Affiliate. Such
	hours shall be credited to the Plan Years to which the award,
	agreement or payment pertains rather than the Plan Year in which
	the award, agreement or payment is made.                                                                                                                                                                                                                                                                                                   

For purposes of paragraphs (b) and (c) above, an Hour
of Service shall be calculated in accordance with Department of
Labor Regulation § 2530.200b-2, which provides
that (i) if a payment is based upon hours, days, weeks or
other unit of time the number of Hours of Service credited will
be the number of regularly scheduled working hours for such
individual for such unit of time, and (ii) if the payment
due is not based upon units of time, the number of Hours of
Service credited shall be equal to the amount of the payment
divided by the individuals most recent hourly rate of
compensation as determined under Department of Labor
Regulation § 2530.200b-2(b)(2)(ii). For payments
made to an individual without a regular work schedule, the number
 of hours credited shall be calculated on a reasonable basis
which reflects the average hours worked by the individual, or by
other individuals in the same job classification, over a
representative period of time and which is consistently applied
with respect to all individuals within the same job
classification. In order to avoid double counting, the same Hours
 of Service shall not be credited both under paragraph
(a) or paragraph (b), as applicable, and under paragraph
(c). For purposes of this § 3.32, an individual will
earn Hours of Service credit without regard to whether such
individual is treated as an employee of an Affiliate
as a result of the application of common law principles or by the
 operation of section 414(n) of the Code.

3.33.  Lanier Stock. The common stock of the Plan
Sponsor, together with the associated preferred stock purchase
rights.

3.34.  Matched Deferrals. The portion of the
Before-Tax Contributions contributed to the Plan on behalf of a
Participant for each pay period that does not exceed 6% of his or
 her Compensation for such pay period.

3.35.  Matching Contribution. Collectively, a
Participants Regular Matching Contributions, Profit Sharing
 Matching Contributions and Discount Contributions or,
individually, any of those.

3.36.  Maximum Deferral Percentage.



| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  For each Nonhighly Compensated Participant, 15%, and                                                                                                                            
|
| | (b)  for each Highly Compensated Participant, such amount as
	 the Plan Sponsor, in its sole discretion, determines is
	necessary to satisfy the applicable requirements of the Code.

-5-



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3.37.  Nonhighly Compensated Participant. For any
Plan Year for each type of contribution made under this Plan,
each Eligible Employee who has satisfied the Participation
Requirement for such contribution and who is not a Highly
Compensated Participant.

3.38.  Normal Retirement Age. The date a Participant
attains age 65.

3.39.  Participant. Each (a) Eligible Employee
to the extent he or she has satisfied the Participation
Requirement for the particular contribution under consideration
and (b) former Eligible Employee who has not received a
complete distribution of his or her Account.

3.40.  Participation Requirement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  With respect to eligibility for Before-Tax
	Contributions, Rollover Contributions and Discount Contributions
	for an Eligible Employee who is not classified as a temporary,
	summer or casual part-time employee, the later of (i) the
	date on which such Eligible Employee first performs an Hour of
	Service after his or her Employment Commencement Date (or
	Reemployment Commencement Date, if § 4.2(a) is
	applicable) or (ii) the date on which such Eligible Employee
	 attains age 21; provided, that a Participant whose Employment
	Commencement Date (or Reemployment Commencement Date, if
	§ 4.2(a) is applicable) occurs on or after
	November 5, 1999 shall not be eligible for Discount
	Contributions for pay periods beginning before such Participant
	has completed one Year of Service.
|
| | (b)  with respect to eligibility for Before-Tax
	Contributions, Rollover Contributions and Discount Contributions
	for an Eligible Employee who is classified as a temporary, summer
	 or casual part-time employee, the later of (i) the date on
	which such Eligible Employee completes one Year of Service or
	(ii) the date on which such Eligible Employee attains age
	21.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (c)  with respect to eligibility for Regular Matching
	Contributions and Profit Sharing Matching Contributions, the
	later of (i) the date on which the Eligible Employee
	completes one Year of Service or (ii) the date on which such
	 Eligible Employee attains age 21.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

3.41.  Plan. The Lanier Worldwide, Inc. Save to
Accumulate Retirement $ (STAR$) Plan as set forth in this
document, as may be amended in accordance with Article X.

3.42.  Plan Sponsor. Lanier Worldwide, Inc. and any
successor to such corporation.

3.43.  Plan Year. The fiscal year ending
June 30.

3.44.  Profit Sharing Matching Account. The portion
of a Participants Account attributable to Profit Sharing
Matching Contributions.

3.45.  Profit Sharing Matching Contribution. The
Employer contributions made pursuant to § 5.4.

3.46.  Reemployment Commencement Date. The first date
 on which a former Employee is reemployed by an Employer after a
Break in Service and first performs an Hour of Service for an
Employer.

3.47.  Regular Matching Account. The portion of a
Participants Account attributable to Regular Matching
Contributions.

3.48.  Regular Matching Contributions. The Employer
contributions made pursuant to § 5.3.

3.49.  Rollover Account. The portion of a
Participants Account attributable to funds transferred to
the Plan pursuant to the provisions of § 5.7.

3.50.  Stock Discount Account. The portion of a
Participants Account attributable to Discount
Contributions.

3.51.  Trust Agreement. The Qualified Plan Trust
Agreement between Lanier Worldwide, Inc. and T. Rowe Price Trust
Company, as may be amended from time to time.

3.52.  Trust Fund. The trust fund created in
accordance with the Trust Agreement.

3.53.  Trustee. The person or persons acting as the
trustee from time to time of the Trust Fund.

-6-



---



3.54.  Valuation Date. Each business day of the
Trustee. The determination of the Valuation Date as of which
transactions under the Plan are effected shall be determined in
accordance with rules and procedures established by the Plan
Sponsor.

3.55.  Year of Service.



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  For all purposes except as described in paragraph (b),
	each completed year in any period of employment as an
	 Employee, as determined in accordance with paragraphs (a)(1)-(f)
	 below.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  Period of Employment. An Employees
	period of employment will be deemed to start on his
	or her Employment Commencement Date (or Reemployment Commencement
	 Date, if § 4.2(a) is applicable) and end on his
	or her next following Employment Termination Date. In addition,
	an Employee shall receive credit for vesting and participation
	purposes for each period of employment and for each period of
	separation from service due to an absence or termination of
	employment after his or her Employment Commencement Date (or
	Reemployment Commencement Date, as the case may be) if such
	separation is 12 consecutive months or less in duration.           
|
| | (2)  Termination/Reemployment. If an Employee
	terminates employment and is reemployed within 12 months or
	less after his or her Employment Termination Date, his or her
	Years of Service shall be determined by including the period of
	time between his or her Employment Termination Date and the date
	of his or her reemployment. Except as provided
	in § 3.55(c) and (d) if an Employee
	terminates employment and is reemployed more than 12 months after
	 his or her Employment Termination Date, his or her Years of
	Service shall be determined by aggregating the service in each
	completed period of employment in accordance with the rules set
	forth below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Full Years First, determine the
	number of completed 12 consecutive month periods within each
	 period of employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (ii)  Extra Months Next, determine the
	number of completed months within each period of employment in
	excess of full years of employment in each such period and
	aggregate such months into additional full years of employment on
	 the basis that each month taken into account shall be considered
	 as 1/12 of a year. For this purpose, employment from the
	anniversary of an Employment Commencement Date (or Reemployment
	Commencement date, as the case may be) to the immediately
	preceding date in the next succeeding month will be treated as a
	completed month of employment.
|
| | (iii)  Excess Days Next, determine the
	number of days of employment within each period of employment in
	excess of completed months of employment and aggregate those
	additional days into additional months on the basis that
	30 days of such employment equals one month.                                                                                                                                                                                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Temporary, Summer or Part-Time Casual Participation
	Requirement. For purposes of determining whether an Eligible
	Employee who is classified as a temporary, summer of part-time
	casual employee has satisfied the Participation Requirement, a
	Year of Service is a 12-month period beginning on such Eligible
	Employees Employment Commencement Date or Reemployment
	Commencement Date, if § 4.2(a) is applicable (or
	any subsequent 12-month period beginning on any anniversary of
	such Employment commencement Date or Reemployment Commencement
	Date) during which such Eligible Employee completes at least
	1,000 Hours of Service and such Eligible Employee shall not
	complete such Year of Service until the last day of the
	applicable 12-month period.
|
| | (c)  Service Prior to Age 18. No period of employment
	 completed by an Employee before he or she reaches age 18 shall
	be taken into account in calculating his or her Years of Service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d)  Service With Affiliates and Other Entities.
	Except as set forth in section 3.55(e) and (f), no period of
	employment which an individual completes as an employee of any
	other organization whatsoever shall be taken into account under
	the Plan unless such organization is an Affiliate; provided, that
	 service with an organization prior to the time the organization
	became an Affiliate or after the organization ceases to be a
	Affiliate may be recognized if the documents governing the
	acquisition or                                                                                                                                                                                                                                                     

-7-



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | disposition of such organization require such recognition.
	Employment by an Affiliate which is not an Employer shall be
	taken into account solely for purposes of (i) determining
	such individuals Years of Service for eligibility to
	participate in the Plan and vesting purposes and (ii) 
	determining when such person has retired or otherwise terminated
	his or her employment to the same extent it would have had such
	service been as an Employee of an Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (e)  Qualified Military Service. A Participant who is
	 absent from employment on account of qualified military service
	(as defined in section 414(u)(5) of the Code) and who is entitled
	 to reemployment rights under the Uniformed Service Employment
	and Reemployment Rights Act of 1994 shall be credited with Years
	of Service for vesting and participation purposes under the Plan
	for the period of his or her qualified military service.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (f)  Service as a Leased Employee for Participation and
	Vesting. If an individual who performed services as a leased
	employee (within the meaning of section 414(n)(2) of the Code) of
	 an Employer or an Affiliate becomes an Employee, or if an
	Employee becomes such a leased employee, then any period during
	which the individual performed services as a leased employee of
	an Employer or an Affiliate shall be taken into account solely
	for the purposes of determining such Employees Years of
	Service for eligibility to participate in the Plan and vesting
	purposes to the same extent such period would have been taken
	into account had such service been performed as an Employee.
	Notwithstanding the foregoing sentence, this section shall not
	apply to any period of service during which such a leased
	employee was covered by a plan described in section 414(n)(5) of
	the Code.

ARTICLE  IV

PARTICIPATION

4.1.  General Rule. Each Eligible Employee who was a
Participant in this Plan immediately prior to the Effective Date
shall be a Participant in this Plan as of the Effective Date.
Each other Eligible Employee shall become a Participant with
respect to Before-Tax Contributions, Regular Matching
Contributions or Profit Sharing Contributions on the first Entry
Date which immediately follows or is coincident with the date he
or she satisfies the applicable Participation Requirement for
such contribution.

4.2.  Reemployment Rule.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Before Satisfaction of Participation Requirement. If an Employee terminates employment before he or she
	satisfies the Participation Requirement and he or she is
	thereafter reemployed as an Eligible Employee after incurring a
	Break in Service, he or she shall become a Participant on the
	first Entry Date which immediately follows or is coincident with
	the date he or she satisfies the applicable Participation
	Requirement based on his or her Reemployment Commencement Date.                                                     
|
| | (b)  After Satisfaction of Participation Requirement but
	Before Becoming a Participant. If an Employee terminates
	employment after he or she satisfies the Participation
	Requirement but before he or she becomes a Participant and he or
	she is thereafter reemployed as an Eligible Employee, he or she
	shall become a Participant on the later of (a) the Entry
	Date on which he or she would have been eligible to participate
	under § 4.1 had he or she not terminated employment or
	(b) the first Entry Date after his or her reemployment.
|
| | (c)  After Becoming a Participant. If a Participant
	terminates employment and he or she is thereafter reemployed as
	an Eligible Employee, he or she shall resume participation on the
	 first Entry Date beginning after his or her reemployment on
	which he or she is an Eligible Employee.                                                                                                                                                                                                                                                          

4.3.  Change in Employment Status or Transfer From an
Affiliate. If an individual who is not a Participant shall
become an Eligible Employee because of a change in employment
status or because of his or her transfer of employment to an
Employer from an Affiliate which is not an Employer, such
individual shall become a Participant on the later of
(i) the date of such change or transfer and (ii) the
first Entry Date coincident with or following his or her
satisfaction of the Participation Requirement.

-8-



---



4.4.  Information. As a precondition to participation
 in this Plan, each Eligible Employee shall complete and deliver
an Election Form to the Plan Sponsor which sets forth such
information as the Plan Sponsor deems necessary for the orderly
administration of this Plan.

ARTICLE V

CONTRIBUTIONS AND ACCOUNTS

5.1.  Before-Tax Contributions.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Percentage. Subject to the rules set forth in
	§ 5.1, and in §§ 5.2 and 5.6, each
	Participant may elect to defer any whole percentage of his or her
	 Compensation payable each pay period which is not in excess of
	the Maximum Deferral Percentage.                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (b)  Payroll Deductions. All contributions described
	in § 5.1(a) shall be made exclusively through
	payroll withholding, and such contributions shall be transferred
	by an Employer to the Trustee as soon as practicable after the
	end of the payroll period from which such contributions are
	withheld.                                                                                                                                                                                                                                                                                                                                      
|
| | (c)  Account Credits and Vesting. Subject to the
	limitations under § 5.6, any Before-Tax Contributions
	received by the Trustee on behalf of each Participant since the
	immediately preceding Valuation Date shall be credited to his or
	her Before-Tax Account as soon as administratively practicable.
	Subject to investment gains and losses, a Participants
	interest in contributions which are credited to his or her
	Before-Tax Account shall be fully vested.                                                                                                                                                                        
|
| | (d)  Make Up of Before-Tax Contributions for Reemployed
	Veterans. A Participant who is absent from employment on
	account of qualified military service (as defined in
	section 414(u)(5) of the Code) and is entitled to
	reemployment rights under the Uniformed Service Employment and
	Reemployment Rights Act of 1994 shall have the right to make
	Before-Tax Contributions under the Plan (Make Up
	Deferrals) for his or her period of qualified military
	service. Such Participant may elect to make such Make Up
	Deferrals during the period beginning on the date of such
	Participants reemployment and ending on the earlier of:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  the end of the period equal to the product of three and
	 such Participants period of qualified military service,
	and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (ii)  the fifth anniversary of the date of such
	reemployment. Such Participant shall not be permitted to
	contribute Make Up Deferrals to the Plan in excess of the amount
	which the Participant could have elected to have made under the
	Plan in the form of Before-Tax Contributions if the Participant
	had continued in employment with his or her Employer during such
	period of qualified military service. Such Participant shall be
	deemed to have earned Compensation equal to the
	Compensation such Participant would have received during the
	period of qualified military service but for his or her absence
	due to qualified military service. If the Compensation the
	Participant would have received during such period is not
	reasonably certain, the Participants Compensation for his
	or her period of qualified military service shall be based on the
	 Participants Compensation during the 12-month period (or,
	if shorter, the period of employment) immediately preceding the
	qualified military service. Earnings and losses on such Make Up
	Deferrals shall be credited as required by law. The manner in
	which a Participant may elect to make Make Up Deferrals pursuant
	to this subsection (d) shall be prescribed by the Plan
	Sponsor.

5.2.  Election Rules.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Initial Election For Participants Hired On or After
	January 1, 1999. Subject to the rules set forth in
	this § 5.2 and in §§ 5.1 and 5.6,
	each Participant hired on or after January 1, 1999 shall be
	deemed to have elected to defer 3% of his or her Compensation
	payable each pay period, effective as of the first Entry Date
	following his or her satisfaction of the applicable Participation
	 Requirement, unless the Participant elects otherwise prior to
	such Entry Date in the time and manner prescribed by the Plan
	Sponsor. If a Participant who elects not to make Before-Tax
	Contributions to the Plan in accordance with the foregoing
	sentence desires to begin making Before-Tax Contributions to the
	Plan after the Entry Date

-9-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | following his or her satisfaction of the applicable Participation
	 Requirement, such Participants initial election shall be
	effective as of the first Entry Date following the date he or she
	 timely delivers a properly completed Election Form to the Plan
	Sponsor. An election shall remain in effect until revised or
	revoked.                                                                                                                                                                                        
|
| | (b)  Initial Election For Participants Hired Before
	January 1, 1999. For a Participant who was hired on or
	before January 1, 1999, his or her initial election under
	§ 5.1 for any period of employment shall be effective
	as of the first Entry Date on or after the later of (1) the
	date he or she timely delivers a properly completed Election Form
	 to the Plan Sponsor or (2) the date he or she satisfies the
	 Participation Requirement in § 3.41. An election shall
	 remain in effect until revised or revoked.
|
| | (c)  Revised Election. An election, once effective,
	only can be revised by a Participant in accordance with written
	procedures established by the Plan Sponsor.                                                                                                                                                                                                                                                                                                                                                                
|
| | (d)  Revocation of Election. A Participant shall have
	 the right to revoke an election to make Before-Tax Contributions
	 at any time during a Plan Year, and any revocation of such an
	election shall become effective as soon as practicable after the
	Participant properly completes and delivers the related Election
	Form to the Plan Sponsor.                                                                                                                                                                          
|
| | (e)  Resumption After Revocation. An Eligible
	Employee who has revoked an election to make Before-Tax
	Contributions may elect to resume making Before-Tax Contributions
	 in accordance with § 5.1 effective for the first pay
	period which begins at least 90 days after the date his or
	her revocation became effective, provided that the Eligible
	Employee timely delivers a properly completed Election Form to
	the Plan Sponsor.                                                                                     
|
| | (f)  Timeliness and Election Procedures. The Plan
	Sponsor from time to time shall establish and shall communicate
	in writing to Participants such reasonable deadlines, rules and
	procedures for making the elections described in this Plan as the
	 Plan Sponsor in its absolute discretion deems appropriate under
	the circumstances for the proper administration of this Plan.                                                                                                                                          
|
| | (g)  Plan Sponsor Action. The Plan Sponsor shall have
	 the right at any time unilaterally to reduce the contribution
	which an Eligible Employee elected to be made on his or her
	behalf if the Plan Sponsor acting in its absolute discretion
	determines that such reduction might be necessary to satisfy the
	limitations of § 5.6.                                                                                                                                                                                        

5.3.  Regular Matching Contributions and Forfeitures.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Amount. Subject to the rules set forth in this
	§ 5.3 and § 5.6, the Plan Sponsor shall make
	a Regular Matching Contribution on behalf of each Employer from
	Earnings and Profits of all Employers for the preceding calendar
	quarter. Such Regular Matching Contribution shall be made on
	behalf of each Eligible Employee for each pay period beginning on
	 or after the applicable Entry Date after he or she has met the
	Participation Requirement with respect to Regular Matching
	Contributions and shall be equal to 50 percent of the
	Matched Deferrals contributed on the Participants behalf
	for the pay period.
|
| | The normal form of Regular Matching Contributions shall be in
	cash, provided that the Plan Sponsor, in its sole discretion, may
	 make any Regular Matching Contribution in shares of Lanier
	Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (b)  Forfeitures. Forfeitures shall be applied to
	restore Account balances in accordance with § 6.4(c) or
	 § 6.5, to pay expenses of the Plan or to reduce the
	amounts which the Plan Sponsor contributes to the Plan in the
	form of Regular Matching Contributions, Discount Contributions,
	or Profit Sharing Matching Contributions. Forfeitures will be
	exhausted annually.                                                                                                                                                                                                                                                     
|
| | (c)  Timing. The Regular Matching Contribution shall
	be made as soon as practicable after the Before-Tax Contribution
	is credited to the Participants Before-Tax Account, but no
	less frequently than quarterly.                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (d)  Insufficient Earnings and Profits. If the
	Employers have insufficient Forfeitures and Earnings and Profits
	for the preceding calendar quarter to make the full contribution
	called for under § 5.3(a), the Plan Sponsor may, in its sole
	 discretion, make no contribution or a smaller contribution for
	that calendar quarter.                                                                                                                                                                                                                                                                                                

-10-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)  Account Credits and Vesting. The Regular
	Matching Contributions made on behalf of each Participant shall
	be credited by, or at the direction of, the Plan Sponsor to his
	or her Regular Matching Account as of the date as of which such
	contribution is made. A Participants vested interest in the
	 Regular Matching Contributions (and in the investment gains and
	losses allocable to such contributions) credited to his or her
	Regular Matching Account shall be determined under § 6.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (f)  Make Up of Employer Matching Contributions. A
	Participant who makes Make Up Deferrals as described in §
	5.1(d) shall be entitled to an allocation of matching
	contributions (Make Up Matching Contributions) in an
	amount equal to the amount of Regular Matching Contributions
	which would have been allocated to the Account of such
	Participant under the Plan if such Make Up Deferrals had been
	made in the form of Before-Tax Contributions during the period of
	 such Participants qualified military service (as
	determined pursuant to section 414(u) of the Code). The amounts
	necessary to make such allocation of Make Up Matching
	Contributions shall be derived from Forfeitures not yet applied
	towards Regular Matching Contributions for the Plan Year in which
	 the Make Up Matching Deferrals are made, and if such Forfeitures
	 are not sufficient for this purpose, then the Participants
	 Employer shall make a special contribution which shall be
	utilized solely for purposes of such allocation.
|
| | The Plan shall not be treated as failing to satisfy the
	nondiscrimination rules of subsections (d) and
	(e) of § 5.6 of the Plan (relating to
	sections 401(k)(3) and 401(m) of the Code) for any Plan Year
	solely on account of any make up contributions made by a
	Participant or an Employer pursuant to this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

5.4.  Profit Sharing Matching Contributions.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  In General. Subject to the rules set forth in
	this § 5.4 and § 5.6, the Plan Sponsor may, in its sole
	 discretion, make a discretionary Profit Sharing Matching
	Contribution on behalf of each Employer from Earnings and Profits
	 of all Employers for the Plan Year. Such Profit Sharing Matching
	 Contribution, if any, shall be a uniform percentage of the
	Matched Deferrals contributed on behalf of each Eligible Employee
	 beginning on or after the applicable Entry Date after he or she
	has met the Participation Requirement with respect to Profit
	Sharing Matching Contributions. The percentage will be determined
	 by the Plan Sponsor, in its sole discretion, based upon the
	attainment of such performance goals or profitability measures as
	 the Plan Sponsor, deems appropriate. The Plan Sponsor shall
	communicate information in writing on the Profit Sharing Matching
	 Contributions to all Participants who are Eligible Employees.
|
| | The normal form of Profit Sharing Matching Contributions shall be
	 in cash, provided that the Plan Sponsor, in its sole discretion,
	 may make any Profit Sharing Matching Contribution in shares of
	Lanier Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (b)  Timing. The Profit Sharing Matching Contribution
	 shall be made as soon as practicable after the Plan Year to
	which it is attributable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (c)  Account Credits and Vesting. The Profit Sharing
	Matching Contribution made on behalf of each Participant, if any,
	 shall be credited by, or at the direction of, the Plan Sponsor
	to his or her Profit Sharing Matching Account as of the date as
	of which such contribution is made. A Participants vested
	interest in the Profit Sharing Matching Contributions (and in the
	 investment gains and losses allocable to such contributions)
	credited to his or her Profit Sharing Matching Account shall be
	determined under § 6.4.                                                                                                                                                                                                                                                                                                                                                                                                                                

5.5.  Discount Contributions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Description. The Plan Sponsor, in its
	discretion, may allow all or any portion of a Participants
	Before-Tax Contributions, Regular Matching Contributions and
	Profit Sharing Matching Contributions to be invested in Lanier
	Stock at a discount from its fair market value on the date of
	purchase by or contribution to the Plan. If the Plan Sponsor
	permits such contributions to be invested in Lanier Stock at a
	discount, the Plan Sponsor shall first determine the percentage
	of the fair market value of Lanier Stock (less than 100%) at
	which Lanier Stock can be purchased for the
	Participants Account (for example,

-11-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 85% of fair market value) (the discount percentage).
	The amount of contributions to be invested in Lanier Stock at a
	discount will be divided by the discount percentage to determine
	the dollar value of Lanier Stock that will be allocated to the
	Participants Account (the full price amount).
	The difference between the full price amount and the amount of
	contributions invested in Lanier Stock is the dollar value
	of the discount. The Plan Sponsor will make a contribution
	equal to the dollar value of the discount or alternatively, if
	the Plan Sponsor contributes Lanier Stock to the Plan, the Plan
	Sponsor will contribute shares of Lanier Stock, the fair market
	value of which will be equal to the dollar value of the discount
	for each Participant electing to invest in Lanier Stock at a
	discount. The Trustee shall purchase Lanier Stock from the Plan
	Sponsor or in the open market.
|
| | (b)  Account Credits. The dollar value of the
	discount (as described in § 5.5(a)) allocable to any
	Participant will be credited to his or her Stock Discount
	Account. Alternatively, if the Plan Sponsor contributes shares of
	 Lanier Stock in lieu of cash, a number of shares equal to the
	dollar value of the discount will be credited to such
	Participants Stock Discount Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c)  Treatment For Purposes of sections 401(k) and 401(m)
	 of the Code. The dollar value of the discount will be
	treated as a matching contribution as described in section 401(m)
	 of the Code for all purposes under this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

5.6.  Limitation on Allocations.



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  General Rule. The contributions made under
	§§ 5.1, 5.3, 5.4 and 5.5 and the crediting of such
	contributions to a Participants Account shall be subject to
	 limitations, applied in the following order:
|
| | (b)  Statutory Limitations on Contributions.                                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  General Rule. The Plan Year shall be the
	limitation year. For any Plan Year, the sum of the
	amounts (including any Forfeitures) which are allocated to a
	Participants Account for such Plan Year as Matching
	Contributions, Before-Tax Contributions, QMACs (as defined
	in § 5.6(d)(6)), and QNECs (as defined
	in § 5.6(d)(6)) when added to the contributions
	which are treated under § 5.6 (b)(2) as made on
	behalf of such Participant under this Plan shall not exceed the
	lesser of (i), (ii) or (iii), where



| |                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  equals 25% of the Participants
	Compensation for such Plan Year,                                                                                                                                                                                                                   
| | (ii)  equals $30,000, as adjusted as of the
	first day of each Plan Year, to equal the inflation adjusted
	figure, if any, as set by the Internal Revenue Service for the
	calendar year which includes the last day of such Plan Year, and                                              
| | (iii)  equals such amount as the Plan Sponsor
	deems necessary or appropriate to satisfy the requirements of
	section 415 of the Code (including any applicable transition
	rules) taking into account the coordination rules of 5.6(b)(2)
	and the correction provisions of § 5.6(b)(3).



| |                   
| | ------------------
| | (2)  Coordination.



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  If for any Plan Year a contribution is made on behalf
	of a Participant for such year under any other defined
	contribution plan maintained by an Affiliate, such contribution
	shall be treated under this § 5.6(b) as made under this
	 Plan.                                                                                                                                                                     
|
| | (ii)  For Plan Years beginning before July 1, 2000, if
	a defined benefit plan is adopted or maintained by an Employer or
	 an Affiliate under which a benefit is accrued on behalf of a
	Participant, any adjustment required to satisfy the requirements
	of section 415(e) of the Code as a result of his or her
	participation in such plan and in this Plan shall be made
	exclusively in such defined benefit plan.
|
| | (iii)  Contributions allocated to an individual
	medical benefit account described in section 415(1) of
	 the Code and contributions credited under a welfare benefit fund
	 maintained by any Affiliate for any year to a reserve for
	post-retirement medical benefits for a Participant who is a
	key Employee within the meaning of
	section 416(i) of the Code shall be treated as a                            

-12-



---



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | Regular Matching Contribution made on his or her behalf under
	this Plan when, and to the extent, required under
	section 415 or 419A(d) of the Code.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)  Corrections. If the Plan Sponsor determines that
	 the contributions credited to a Participants Account
	(subject to this § 5.6) will exceed the limitations set
	 forth in this § 5.6(b), then the Plan Sponsor shall
	transfer such excess from the Participants Account to a
	special suspense account. Such transfer shall be made first from
	the Participants Matching Contributions and lastly from his
	 or her Before-Tax Contributions. Transfers of Matching
	Contributions to such suspense account shall be applied as a
	forfeiture in the next Plan Year (and in each succeeding Plan
	Year if necessary). Any suspense account established under this
	§ 5.6(b) shall not be subject to adjustment for
	investment gains or losses and the balance of an such account
	shall be returned to the Plan Sponsor in the event this Plan is
	terminated before the date such account has been so applied in
	its entirely. Excess Before-Tax Contributions shall be returned
	to the Participant.



| |                              
| | -----------------------------
| | (c)  Individual Dollar Limit.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  This Plan. The sum of a Participants
	Before-Tax Contributions and his or her elective
	deferrals (within the meaning of section 402(g) of the
	 Code) under any plan maintained by an Affiliate shall not exceed
	 the dollar limit prescribed by section 402(g) of the Code
	(as adjusted for cost of living increases in accordance with
	section 402(g)(5) of the Code).                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (2)  Other Plans. If a Participants aggregate
	Before-Tax Contributions and his or her elective
	deferrals (within the meaning of section 402(g) of the
	 Code), if any, made under other plans or contracts exceeds the
	individual dollar limit described in § 5.6(c)(1) in any
	 calendar year, such Participant may designate all or a portion
	of such Before-Tax Contributions made during such calendar year
	as Excess Deferrals.                                                                                                                                                                                                                                                                                                                                                                        
|
| | (3)  Claim. A Participant may request a refund of his
	 or her Excess Deferrals by filing a written claim with the Plan
	Sponsor on or before March 1 of the immediately following
	calendar year in accordance with section 402(g) of the Code
	and such reasonable administrative rules as may be established by
	 the Plan Sponsor from time to time. A Participants claim
	must specify the dollar amount of the Participants Excess
	Deferrals for the preceding calendar year and shall include his
	or her certification that if such amounts are not distributed to
	him or her, such Excess Deferrals, when added to his or her
	elective deferrals made under other plans or contracts will
	exceed the individual dollar limit for the calendar year for
	which the Before-Tax Contributions were made.
|
| | (4)  Determination of Investment Gain or Loss. Excess
	 Deferrals shall be adjusted for investment gain or loss as
	determined by the Plan Sponsor in accordance with
	section 402(g) of the Code and the related regulations but
	will not be adjusted for investment gain or loss for the period
	between the end of the Plan Year and the date the Excess
	Deferrals are distributed.                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (5)  Distribution of Excess Deferrals.
	Notwithstanding any other provision of this Plan, Excess
	Deferrals, adjusted to reflect any investment gain or loss
	allocable to such Excess Deferrals, shall be distributed no later
	 than April 15 of any calendar year to those Participants
	who request a refund in accordance with the claims procedure set
	forth in this § 5.6(c). In no event shall a Participant
	 receive from the Plan a distribution which exceeds either the
	Participants total Before-Tax Contributions made under the
	Plan for the calendar year to which such Excess Deferrals relate
	or the balance credited to his or her Before-Tax Account as of
	the Valuation Date immediately preceding such April 15.                                                                       
|
| | (6)  Forfeiture of Related Match. A Participant shall
	 not be entitled to any Matching Contributions attributable to
	Before-Tax Contributions refunded as Excess Deferrals and any
	such Matching Contributions credited to his or her Account shall
	be treated as a Forfeiture as of the date of such distribution
	without regard to whether his or her interest in his or her
	Profit Sharing Matching Account or Regular Matching Account or
	Stock Discount Account otherwise was nonforfeitable.                                                                                                                                                                                                                                                                                                           

-13-



---





| |                                                                                   
| | ----------------------------------------------------------------------------------
| | (d)  Limitations on Before-Tax Contributions for Highly
	Compensated Participants.



| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  General. The Average Deferral Percentage for
	Highly Compensated Participants for a Plan Year shall not exceed
	the greater of (i) and (ii), where:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) is the Average Deferral Percentage for Nonhighly
	Compensated Participants for such Plan Year multiplied by 1.25;
	and                                                                                                                                                                                                                           
|
| | (ii) is the lesser of (A) the Average Deferral
	Percentage for Nonhighly Compensated Participants for such Plan
	Year multiplied by 2, or (B) the Average Deferral Percentage
	 for Nonhighly Compensated Participants plus 2 percentage
	points, or such smaller number of percentage points as may be
	prescribed by the Secretary of the Treasury.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  Other Plan or Arrangements. For purposes of this
	 § 5.6(d), the Deferral Percentage for any Highly
	Compensated Participant for the Plan Year who is eligible to have
	 elective deferrals allocated to his or her account under two or
	more plans or arrangements described in section 401(k) of the
	Code that are maintained by an Employer or an Affiliate shall be
	determined as if all such contributions were made under this
	Plan. Further, if this Plan satisfies the requirements of
	section 401(a)(4) or 410(b) of the Code only if aggregated
	with one or more other plans, or if one or more other plans
	satisfy the requirements of section 401(a)(4) or 410(b) of
	the Code only if aggregated with this Plan, then this
	§ 5.6(d) shall be applied by determining the Deferral
	Percentage of each Participant as if all such plans were a single
	 plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (3)  Calculation and Distribution of Excess
	Contributions. If the Plan Sponsor determines that there are
	Excess Contributions for a Plan Year, then the Excess
	Contributions (and income allocable thereto) shall be distributed
	 to certain Highly Compensated Participants before the end of the
	 immediately following Plan Year as required under
	section 401(k)(8) of the Code. The amount of any income
	allocable to any Before-Tax Contributions to be so distributed
	shall be determined pursuant to regulations under the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | The amount of Excess Contributions shall be determined in the
	following manner. The Deferral Percentage of the Highly
	Compensated Participant(s) with the highest Deferral Percentage
	shall be reduced by a percent (or in the case of more than one
	such Highly Compensated Participant, a pro rata portion of such
	percent) equal to the lesser of (i) the amount required to
	cause the Deferral Percentage of such Highly Compensated
	Participant(s) to equal the Deferral Percentage of the Highly
	Compensated Participant with the next highest Deferral Percentage
	 and (ii) the amount which would cause the Plan to satisfy
	§ 5.6(d)(1) for the relevant Plan Year. If the Deferral
	 Percentage test is not satisfied after reducing the Deferral
	Percentage of the Highly Compensated Participant(s) with the
	highest Deferral Percentage, then the Deferral Percentages of the
	 remaining Highly Compensated Participants shall be ranked in
	descending order, from the next highest Deferral Percentage to
	the lowest, and each such Deferral Percentage shall be reduced,
	in descending order, until the Deferral Percentage test is
	satisfied. The percent by which each Deferral Percentage is so
	reduced is then multiplied by the Compensation of Highly
	Compensated Participant(s) to whom such Deferral Percentage
	relates, and the resulting amounts are added together to
	determine the total amount of the Excess Contributions.
|
| | The portion of the Excess Contributions to be distributed to a
	Highly Compensated Participant shall be determined in the
	following manner. The Highly Compensated Participant(s) with the
	highest dollar amount of Before-Tax Contributions shall receive
	an amount (if there is more than one such Highly Compensated
	Participant, a pro rata share of such amount) equal to the lesser
	 of (i) the Excess Contributions and (ii) the portion
	of the Excess Contributions equal to the excess of such
	Before-Tax Contributions made on the behalf of such Highly
	Compensated Participant(s) over the Before-Tax Contributions made
	 on behalf of the Highly Compensated Participant(s) with the next
	 highest dollar amount of such Before-Tax Contributions. The
	steps described in the foregoing sentence shall be repeated by
	identifying the amount of Before-Tax Contributions to be
	distributed to each successive Highly Compensated Participant
	with the next highest dollar amount of such                                                                                                                                                                                                                                                                                                                                                                                                                                                        

-14-



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Before-Tax Contributions until the Excess Contributions are
	exhausted. The amount of Before-Tax Contributions to be
	distributed under this § 5.6(d)(3) with respect to a
	Highly Compensated Participant for any Plan Year shall be reduced
	 by any Excess Deferrals previously distributed to such
	Participant for the calendar year ending with or within such Plan
	 Year pursuant to § 5.6(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (4)  Determination of Investment Gains or Losses.
	Excess Contributions shall be adjusted for investment gain or
	loss as determined by the Plan Sponsor in accordance with
	section 401(k) of the Code but will not be adjusted for
	investment gains or losses for the period between the end of the
	Plan Year and the date Excess Contributions are distributed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (5)  Forfeiture of Related Match. A Participant shall
	 not be entitled to any Matching Contribution attributable to
	Before-Tax Contributions distributed as Excess Contributions and
	the portion of each affected Highly Compensated
	Participants Matching Contribution which is attributable to
	 such distribution shall be treated as a Forfeiture as of the
	date of such distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (6)  Qualified Matching Contribution and Qualified
	Nonelective Contribution. To the extent permitted by
	section 401(k)(3) of the Code, if the Plan Sponsor in lieu
	of distributing Excess Contributions (or in lieu of distributing
	any part of such Excess Contributions) so elects in the exercise
	of its absolute discretion, the Plan Sponsor may cause an
	additional contribution to be made to the Plan on behalf of some
	or all Nonhighly Compensated Participants in an amount which will
	 result in satisfying the requirements of § 5.6(d)(1)
	for such Plan Year (to the extent such requirements are not
	satisfied through the distribution of Excess Contributions to
	Highly Compensated Participants). Such additional contribution
	(i) shall be a qualified matching contribution
	within the meaning of section 401(k)(3)(D)(ii)(I) of the
	Code (QMACs), a qualified nonelective
	contribution within the meaning of section
	401(k)(3)(D)(ii)(II) (QNECs) or a combination of the
	two and (ii) shall be allocated and credited among the
	Before-Tax Accounts of such Nonhighly Compensated Participants as
	 the Plan Sponsor deems necessary or appropriate to satisfy the
	limitations of this § 5.6(d). The Plan Sponsor shall not be
	required to allocate QMACs or QNECs to each Nonhighly Compensated
	 Participant and may require employment as an Eligible Employee
	on the last day of such Plan Year as a condition to receiving an
	allocation.



| |                                                                                 
| | --------------------------------------------------------------------------------
| | (e)  Limitations on Matching Contributions for Highly
	Compensated Participants.



| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  General. The Average Contribution Percentage for
	 Highly Compensated Participants for such Plan Year shall not
	exceed the greater of:



| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  the Average Contribution Percentage for Nonhighly
	Compensated Participants for such Plan Year multiplied by 1.25,
	and                                                                                                                                                                                                                        
|
| | (ii)  the lesser of (A) the Average Contribution
	Percentage for Nonhighly Compensated Participants for such Plan
	Year multiplied by 2, and (B) the Average Contribution
	Percentage for Nonhighly Compensated Participants plus
	2 percentage points, or such smaller number of percentage
	points as prescribed by the Secretary of the Treasury.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  Other Plan or Arrangements. For purposes of this
	 § 5.6(e), the Contribution Percentage for any Highly
	Compensated Participant for the Plan Year who is eligible to have
	 employee contributions (within the meaning of
	section 401(m) of the Code), or matching
	contributions (as described in section 401(m)(4) of the
	Code) allocated to his or her account under two or more plans or
	arrangements described in section 401(a) or 401(k) of the Code
	that are maintained by an Employer or an Affiliate shall be
	determined as if all such contributions were made under this
	Plan.
|
| | Further, if this Plan satisfies the requirements of sections
	401(a)(4) and 410(b) of the Code only if aggregated with one or
	more other plans, or if one or more other plans satisfy the
	requirements of sections 401(a)(4) and 410(b) of the Code only if
	 aggregated with this Plan, then this § 5.6(e) shall be
	applied by determining the Contribution Percentages of each
	Participant as if all such plans were a single plan.                                                                                                                                                                 

-15-



---





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)  Calculation and Distribution of Excess Aggregate
	Contributions. If the Plan Sponsor determines that there are
	Excess Aggregate Contributions for a Plan Year, then the Excess
	Aggregate Contributions (and income allocable thereto) shall be
	forfeited (if otherwise forfeitable under § 6.4) or
	distributed (if not so forfeitable) to certain Highly Compensated
	 Participants before the end of the immediately following Plan
	Year as required under section 401(m)(6) of the Code. The amount
	of any income allocable to any Matching Contributions to be so
	forfeited or distributed shall be determined pursuant to
	Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | The amount of Excess Aggregate Contributions shall be determined
	in the following manner. The Contribution Percentage of the
	Highly Compensated Participant(s) with the highest Contribution
	Percentage shall be reduced by a percent (or in the case of more
	than one such Highly Compensated Participant, a pro rata portion
	of such percent) equal to the lesser of (i) the amount
	required to cause the Contribution Percentage of such Highly
	Compensated Participant(s) to equal the Contribution Percentage
	of the Highly Compensated Participant with the next highest
	Contribution Percentage and (ii) the amount which would
	cause the Plan to satisfy § 5.6(e)(1) for the relevant Plan
	Year. If the Contribution Percentage test is not satisfied after
	reducing the Contribution Percentage of the Highly Compensated
	Participant(s) with the highest Contribution Percentage, then the
	 Contribution Percentages of the remaining Highly Compensated
	Participants shall be ranked in descending order, from the next
	highest Contribution Percentage to the lowest, and each such
	Contribution Percentage shall be reduced, in descending order,
	until the Contribution Percentage test is satisfied. The percent
	by which each Contribution Percentage is so reduced is then
	multiplied by the Compensation of Highly Compensated
	Participant(s) to whom such Contribution Percentage relates, and
	the resulting amounts are added together to determine the total
	amount of the Excess Aggregate Contributions. The portion of the
	Excess Aggregate Contributions to be forfeited or distributed to
	a Highly Compensated Participant shall be determined in the
	following manner. The Highly Compensated Participant(s) with the
	highest dollar amount of Matching Contributions shall be
	allocated an amount to be forfeited or distributed (if there is
	more than one such Highly Compensated Participant, a pro rata
	share of such amount) equal to the lesser of (i) the Excess
	Aggregate Contributions and (ii) the portion of the Excess
	Aggregate Contributions equal to the excess of such Matching
	Contributions made on the behalf of such Highly Compensated
	Participant(s) over the Before-Tax Contributions made on behalf
	of the Highly Compensated Participant(s) with the next highest
	dollar amount of Matching Contributions. The steps described in
	the foregoing sentence shall be repeated by identifying the
	amount of Matching Contributions to be allocated to each
	successive Highly Compensated Participant with the next highest
	dollar amount of Matching Contributions until the Excess
	Aggregate Contributions are exhausted. The amount of Matching
	Contributions to be distributed under this 5.6(e)(3) with respect
	 to a Highly Compensated Participant for any Plan Year shall be
	reduced by any Excess Deferrals previously distributed to such
	Participant for the calendar year ending with or within such Plan
	 Year pursuant to § 5.6(c).
|
| | (4)  Qualified Nonelective Contribution and Use of
	Elective Deferrals. To the extent permitted by section
	401(m)(3) of the Code, if the Plan Sponsor in lieu of
	distributing Excess Aggregate Contributions (or in lieu of
	distributing any part of such Excess Aggregate Contributions) so
	elects in the exercise of its absolute discretion, the Plan
	Sponsor may (i) cause QNECs (as defined in
	§ 5.6(d)(6)) to be made to the Plan on behalf of some
	or all Nonhighly Compensated Participants or (ii) cause
	Before-Tax Contributions to be used in determining the
	Contribution Percentage for some or all Nonhighly Compensated
	Participants or (iii) any combination of (i) or
	(ii) in an amount which will result in satisfying the
	requirements of § 5.6(e)(1) for such Plan Year (to the
	extent such requirements are not satisfied through the
	distribution of Excess Aggregate Contributions to Highly
	Compensated Participants). QNECs shall be allocated and credited
	among the Before-Tax Accounts of such Nonhighly Compensated
	Participants as the Plan Sponsor deems necessary or appropriate
	to satisfy the limitations of this § 5.6(e). The Plan
	Sponsor shall not be required to allocate QNECs to each Nonhighly
	 Compensated Participant and may require employment as an
	Eligible Employee on the last day of such Plan Year as a
	condition to receiving an                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

-16-



---



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | allocation. QNECs and Before-Tax Contributions that are used to
	satisfy the limitations of § 5.6(e)(1) shall not be applied
	to satisfy the limitations of § 5.6(d)(1).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)  Multiple Use Limit. The Plan Sponsor shall take
	whatever action is required to prevent the multiple use of the
	alternative test described in § 5.6(d)(1)(ii) for Before-Tax
	 Contributions and in § 5.6(e)(1)(ii) for Matching
	Contributions in the same Plan Year to the extent required under
	section 401(m) of Code. The Plan Sponsor shall reduce the
	Before-Tax Contributions made on behalf of Highly Compensated
	Participants (in the manner described in § 5.6(d)(3)) so
	that the multiple use limit is not exceeded. Any such reduction
	shall be treated as an Excess Aggregate Contribution.
|
| | (g)  Limitations on Deductibility. The sum of the
	Matching Contributions and Before-Tax Contributions allocated to
	Participants Accounts for any taxable year shall not exceed
	 the amount allowable as a deduction for such taxable year for
	federal income tax purposes for contributions to this Plan.                                                                                                                                                                                                                                                                                                      
|
| | (h)  Withholding Obligations and Account Balance. Any
	 distributions to a Participant from his or her Before-Tax
	Account, Stock Discount Account, Profit Sharing Matching Account
	or Regular Matching Account which are required under §5.6
	shall not exceed the value (as of the date of such distribution)
	of such subaccount, and the amount of any such distributions
	shall be reduced as the Plan Sponsor deems necessary or
	appropriate to satisfy any applicable tax withholding
	requirements with respect to such distributions.                                                                    
|
| | (i)  Allocation Corrections. If an error or omission
	is discovered in any Account, the Plan Sponsor shall make an
	appropriate equitable adjustment in order to remedy such error or
	 omission as of the Plan Year in which the error or omission is
	discovered.                                                                                                                                                                                                                                                                                                                                                 

5.7.  Rollover Accounts. An Eligible Employee may
establish a Rollover Account, with the consent of the Plan
Sponsor or its delegate. An Eligible Employee may only contribute
 amounts to a Rollover Account which are eligible rollover
distributions within the meaning of section 402(c)(4) of the
Code. Eligible rollover distributions are defined as
(1) funds that the Participant elects to directly transfer
either from another plan that is tax-qualified as described in
section 401(a) of the Code or from a tax-qualified annuity plan
described in section 403 of the Code, less any after-tax amount
considered contributed to such plan by the Participant as
determined under section 402(d)(4)(d)(i) of the Code, and
(2) funds previously distributed from such a tax-qualified
plan that were contributed to a conduit individual
retirement account or annuity. Any such eligible rollover
distribution must be transferred to the Plan within 60 days of
the Participants receipt thereof unless the Participant
elects to directly transfer such distribution pursuant to
subsection (1) above. A Participant may be required to
establish that the transfer of amounts into a Rollover Account
will not create adverse consequences for the Plan or Trust.
Amounts in a Rollover Account shall be held by the Trustee and
invested and distributed in accordance with the provisions of
this Plan. A Participants Rollover Account is fully vested
at all times and subject to investment direction by the
Participant; provided, however, that a Participant may not invest
 his or her Rollover Account in Lanier Stock.

5.8.  Account Investments. The Trustee at the
direction of the Plan Sponsor shall establish at least three
separate investment funds within the Trust Fund, and such funds
as in effect from time to time shall be described in the summary
plan description for this Plan or in such other materials as the
Plan Sponsor furnishes from time to time to Participants.
Participants shall direct the investment of their Accounts in
accordance with the following rules:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Each election shall be made in accordance with the
	applicable procedures of the Plan Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (b)  No more than one change of election may be made on each
	 business day of the Trustee with respect to each of a
	Participants current Before-Tax, Regular Matching, Stock
	Discount and Profit Sharing Matching Accounts balance, one change
	 with respect to a Participants Rollover Account or one
	change with respect to future amounts to be credited to his or
	her Before-Tax, Regular Matching, Stock Discount and Profit
	Sharing Matching Accounts, or any combination of such changes.

-17-



---





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)  A Participants election with respect to his or
	her Account balance as of the preceding Valuation Date may be
	made in one percent increments of such balance, and a
	participants election with respect to future contributions
	credited to his or her Account after such Valuation Date shall be
	 made in one percent increments of such contributions (or such
	other increments as the Plan Sponsor may prescribe from time to
	time to time).                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d)  An election shall be effective on the same day if
	received before 4:00 p.m., Eastern Standard Time or Eastern
	Daylight Time, as the case may be, on a business day, and
	otherwise shall be effective on the next business day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (e)  The investment gains and losses attributable to
	Before-Tax Contributions, Matching Contributions and Rollover
	Contributions which are invested in each investment fund within
	the Trust Fund shall be determined by, or at the direction of,
	the Plan Sponsor as of each Valuation Date, and such investment
	gains and losses shall (after deductions for expenses, if any) be
	 credited to each Account as of such Valuation Date in the same
	proportion that the balance to such account in such fund as of
	such Valuation Date bears to the balance of all Accounts in such
	fund as of such Valuation Date. For purposes of crediting
	investment gains and losses as of any Valuation Date, the balance
	 of an Account shall be determined before crediting any
	Before-Tax Contributions or Matching Contributions which are to
	be credited to such account as of such Valuation Date.

5.9.  Special Rules Concerning Investment in Lanier
Stock. Notwithstanding any other provision is to the
contrary, the following rules shall apply to investments in
Lanier Stock.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Availability. The Plan Sponsor may direct that
	all or a portion of the Regular Matching Contribution or the
	Profit Sharing Matching Contribution be invested in Lanier Stock.
	 For any Plan Year, the Before-Tax Contributions invested in
	Lanier Stock on behalf of a Participant in each Plan Year shall
	equal no more than one percent of the Participants
	Compensation for such Plan Year. An election to invest in Lanier
	Stock shall take effect as soon as administratively feasible
	after the election is received.                                                                                                                                                                                                                                                                                                
|
| | (b)  Restrictions on Transfers. A Participant may not
	 transfer amounts from other investment funds to Lanier Stock.
	Any contributions invested in Lanier Stock must remain in Lanier
	Stock for a minimum of 12 months, provided that amounts so
	invested may be distributed to the Participant (or his or her
	Beneficiary) before the expiration of the 12-month period if such
	 person is otherwise entitled to a distribution under the Plan.                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (c)  Dividends. A Participants allocable share
	of cash dividends (and other cash earnings) credited to Lanier
	Stock will be reinvested in Lanier Stock unless the Participant
	elects to have such cash dividends (and other cash earnings)
	invested among the other investment funds in accordance with
	procedures established by the Plan Sponsor. Dividends on Lanier
	Stock paid in the form of stock shall be retained in a
	Participants Account until liquidated, in the sole
	discretion of the Trustee. Such liquidated dividends shall be
	cash earnings subject to investment elections in accordance with
	procedures established by the Plan Sponsor. Cash dividends
	invested in Lanier Stock and dividends paid in the form of Lanier
	 Stock are not subject to the 12-month holding period described
	in § 5.9(b).
|
| | (d)  Contributions and Purchase of Lanier Stock. The
	normal form of contribution for amounts invested in Lanier Stock
	shall be in cash; provided that the Employer, in its discretion,
	may make the contribution in Lanier Stock, which may be
	contributed at a discount from fair market value. The Trustee is
	authorized to purchase Lanier Stock from the Plan Sponsor or in
	the open market, and to give effect to the discount, if any, that
	 has been established from time to time in accordance with
	Section 5.5.                                                                                                                                                                                                                                                                                                        
|
| | (e)  Voting. Shares of Lanier Stock held by the Plan
	will be voted or tendered by the Trustee as directed by the
	Participants and Beneficiaries whose Accounts are invested in
	such stock. Any shares with respect to which no directions are
	received by the Trustee in a timely manner will be voted or
	tendered by the Trustee in the same proportion as the allocated
	shares are voted or tendered. The Trustee will (in an appropriate
	 and timely manner) furnish Participants and Beneficiaries with
	the same information and notices as are furnished to other
	shareholders regarding the matters to be voted upon or the tender
	 offer and will provide them with adequate opportunity to deliver
	 their instructions to the Trustee. The Trustee                                                                    

-18-



---



| |                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | in its discretion will determine the manner in which instructions
	 with respect to the voting or tender of Lanier Stock will be
	given and any such instructions will be confidential. The
	proceeds of any Lanier Stock that is tendered pursuant to a
	tender offer shall be invested in other investment funds selected
	 by the Participant and may not be reinvested in Lanier Stock.

5.10.  Special Rules Concerning Harris Stock.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  In General. Effective as of November 5,
	1999, no new investments shall be made in Harris Stock except as
	provided in § 5.10(b). That portion of a Participants
	Account that is invested in Harris Stock as of the Effective Date
	 may remain invested in Harris Stock or the Participant may elect
	 to invest all or any part of his or her Account that is so
	invested in Harris Stock in any other investment fund available
	under the Plan, including Lanier Stock, in accordance with §
	 5.8 of this Plan and without regard to any prior restrictions on
	 the diversification of amounts invested in Harris Stock. Any
	portion of an Account that remains invested in Harris Stock on
	the third anniversary of the Effective Date shall automatically
	be liquidated and invested in another investment fund as
	specified by the Participant or if the Participant fails to
	designate another investment fund, as designated by the Plan
	Sponsor for this purpose.                                                                                                                                         
|
| | (b)  Dividends. The Participants allocable
	share of cash dividends (and other cash earnings) credited to the
	 Harris Stock held for his or her Account will be invested among
	the investment funds or in Lanier Stock in accordance with
	procedures established by the Plan Sponsor. Dividends on Harris
	Stock paid in the form of stock will be liquidated and such
	liquidated dividends will be cash earnings that will be invested
	among the investment funds or in Lanier Stock in accordance with
	procedures established by the Plan Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c)  Voting. Shares of Harris Stock held by the Plan
	will be voted or tendered by the Trustee as directed by the
	Participants and Beneficiaries whose Accounts are invested in
	such stock. Any shares with respect to which no directions are
	received by the Trustee in a timely manner will be voted or
	tendered by the Trustee in the same proportion as the allocated
	shares are voted or tendered. The Trustee will (in an appropriate
	 and timely manner) furnish Participants and Beneficiaries with
	the same information and notices as are furnished to other
	shareholders regarding the matters to be voted upon or the tender
	 offer and will provide them with adequate opportunity to deliver
	 their instructions to the Trustee. The Trustee in its discretion
	 will determine the manner in which instructions with respect to
	the voting or tender of Harris Stock will be given and any such
	instructions will be confidential. The proceeds of any Lanier
	Stock that is tendered pursuant to a tender offer shall be
	invested in other investment funds and may not be reinvested in
	Lanier Stock

5.11.  Expenses. Expenses allocable to each Account
shall be deducted from such Account in accordance with procedures
 established by the Plan Sponsor, and such deduction shall be
shown separately on the statement of a Participants
Account.

ARTICLE VI

PLAN BENEFITS

6.1.  Normal Retirement Benefit. The Account of a
Participant who attains Normal Retirement Age shall become fully
vested no later than such date and shall be paid to him or her in
 accordance with Article 7 upon his or her termination of
employment as an employee of all Employers and all Affiliates on
or after such date. A Participant who remains an Employee after
he or she reaches Normal Retirement Age shall remain eligible to
continue to participate in this Plan as long as he or she is an
Eligible Employee and his or her Account shall be paid in
accordance with Article 7.

6.2.  Disability Benefit.



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Full Vesting. The Profit Sharing Matching
	Account, Regular Matching Account and Stock Discount Account of a
	 Participant whose employment with an Employer or an Affiliate is
	 terminated by reason of his or her being disabled within the
	meaning of § 6.2(b) shall become fully vested on the date

-19-



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | his or her employment is so terminated and shall be paid to him
	or her in accordance with § 7.1. If such former Participant
	recovers from his or her disability and is reemployed as an
	Employee, such Employee shall participate in the Plan in
	accordance with § 4.2 and shall become vested in any
	Matching Contributions credited to his or her Account after his
	or her reemployment based on his or her actual Years of Service
	in accordance with the vesting schedule set forth in §
	6.4(b).                                                                                                                                                                            
|
| | (b)  Definition. A Participant shall be treated as
	disabled for purposes of this § 6.2 if he or she suffers a
	total and permanent physical or mental impairment which
	(1) qualifies him or her for a monthly disability insurance
	benefit under the United States Social Security Act,
	(2) which wholly prevents him or her from holding any
	substantially gainful employment and (3) which can be
	expected to result in death or to be of long continued and
	indefinite duration. An Eligible Employee shall not be treated as
	 disabled for purposes of this Plan, however, if the Plan Sponsor
	 determines that his or her disability is a result of any of the
	following:



| |                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  any injury or disease sustained by him or her while
	willfully participating in acts of violence, riots, civil
	insurrections or while committing a felony;
|
| | (ii)  any injury or disease sustained by him or her while
	working for a person other than an Employer or any Affiliate and
	arising out of such work, or       
|
| | (iii)  any intentional, self-inflicted injury.                                                                                                                  



| |                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)  Determination. The Plan Sponsor (or its
	delegate) shall have exclusive responsibility for determining
	whether a Participant is disabled. It may consider whether a
	Participant is disabled upon its own motion or upon the written
	request of such Participant. Any determination made by the Plan
	Sponsor for purposes of the Plan shall be final and conclusive.

6.3.  Death Benefit. If a Participant dies, the
vested portion of his or her Account shall be paid to his or her
Beneficiary in accordance with Article 7. If the Participant
 was an Employee or an employee of an Affiliate on his or her
date of death, his or her Account also shall become fully vested
as of such date.

6.4.  Vested Benefit.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  General Rule. A Participant shall be eligible
	for the payment of his or her Before-Tax Account, his or her
	Rollover Account, and the vested portion of his or her Regular
	Matching Account, Profit Sharing Matching Account and Stock
	Discount Account after the date of his or her separation from
	service (within the meaning of section 401(k)(2)(B) of the Code),
	 or, if sooner upon the disposition of substantially all the
	assets used in a trade or business of the Participants
	Employer, or of an Employers interest in a subsidiary that
	was the Participants Employer (within the meaning of
	section 401(k)(10) of the Code). Payment of such amounts shall be
	 made in accordance with Article 7.                                                                                                                                                                                                                                                                                                                              
|
| | (b)  Vesting Schedule. Subject to § 6.4(d), the
	Plan Sponsor shall determine the vested portion of the Regular
	Matching Account, the Profit Sharing Matching Account and the
	Stock Discount Account of a Participant who has not attained
	Normal Retirement Age, become disabled as determined under
	§ 6.2 or died in accordance with the vesting schedule
	set forth in this subsection. The vested portion of a
	Participants Regular Matching Account, Profit Sharing
	Matching Account or Stock Discount Account shall be maintained as
	 a separate Regular Matching Account, Profit Sharing Matching
	Account or Stock Discount Account until distributed in accordance
	 with Article 7. The balance, or nonvested portion, of a
	Participants Regular Matching Account, Profit Sharing
	Matching Account or Stock Discount Account shall be treated as a
	Forfeiture as of the first Valuation Date following the earlier
	of the date such Participants Regular Matching Account,
	Profit Sharing Matching Account or Stock Discount Account is

-20-



---



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | distributed to him or her in accordance with Article 7 or the
	date on which such Participant incurs five consecutive Breaks in
	Service.

|                      |  |                                    |      | 
|--------------------- |  | ---------------------------------- | ---- | 
|                      |  | Vested Percentage                 
|                      |  | of                                
|                      |  | Regular Matching Account,         
|                      |  | Profit Sharing Matching Account or
|Full Years of Service |  | Stock Discount Account            
|                      |  |                                   
|Less than 1           |  |                                    | 0%   | 
|                     
|                     
|                     
|                     
|1                     |  |                                    | 20%  | 
|                     
|                     
|                     
|                     
|2                     |  |                                    | 40%  | 
|                     
|                     
|                     
|                     
|3                     |  |                                    | 60%  | 
|                     
|                     
|                     
|                     
|4                     |  |                                    | 80%  | 
|                     
|                     
|                     
|                     
|5 or more             |  |                                    | 100% | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)  Reemployment. If a former Employee is reemployed
	 as an Employee or an employee of an Affiliate before he or she
	has five consecutive Breaks in Service and any portion of his or
	her Regular Matching Account, Profit Sharing Matching Account or
	Stock Discount Account had been treated as a Forfeiture under
	§ 6.4(b), then the Forfeiture shall be restored to his or
	her Regular Matching Account, Profit Sharing Matching Account or
	Stock Discount Account, as applicable, as of the last day of the
	Plan Year in which he or she is reemployed if he or she repays to
	 the Plan an amount equal to the amount of his or her
	distribution from his or her Regular Matching Account, Profit
	Sharing Matching Account, or Stock Discount Account, as
	applicable, before the earlier of (a) five years after the
	first date on which the former Employee is reemployed by an
	Affiliate and (b) the date the Employee incurs five
	consecutive Breaks in Service following the date of distribution.
|
| | (d)  Former Medquist Employees. Notwithstanding any
	contrary provision of this Plan, each Participant whose
	employment with all Employers and Affiliates terminated
	involuntarily as a result of the sale of Medquist Transcriptions,
	 LTD. described in the Asset Purchase Agreement, dated
	April 9, 1999, by and among Medquist Transcriptions, LTD.,
	Lanier Professional Services, Inc. and Harris Southwest
	Properties, Inc., shall be fully vested in his or her or her
	Regular Matching Account as of such termination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

6.5.  Forfeiture of Benefit of Missing Claimant. If
the Account of a Participant becomes payable under this
Article VI by reason other than his or her death and the
Plan Sponsor is unable to locate such Participant or if no
Beneficiary of a deceased Participant is identified and located
by the Plan Sponsor, then the Plan Sponsor, in its discretion,
may treat the Account of such Participant as a Forfeiture as of
the last day of the Plan Year which includes the anniversary of
the date the Account of such Participant first became payable or
as of the last day of any subsequent Plan Year. However, if such
missing Beneficiary or Participant files a written claim with the
 Plan Sponsor for his or her Account while this Plan remains in
effect and proves his or her identity as the person then entitled
 to such benefit under the terms of this Plan to the satisfaction
 of the Plan Sponsor, the Plan Sponsor promptly shall restore his
 or her Account which was so treated as a Forfeiture (without
regard to any allocation of any investment gains or losses) and
such restored Account shall be paid to such person immediately
thereafter in a lump sum. The source of such restoration shall be
 any Forfeitures which have not been allocated to the accounts of
 other Participants, or if there are insufficient amounts in this
 regard, through an additional contribution to the Plan by the
Plan Sponsor to the extent necessary to make such restoration.

If this Plan is terminated and the Plan Sponsor (after taking the
 action described in this § 6.5) cannot locate a Participant
 or Beneficiary, then such person shall be presumed dead and, if
there is no Beneficiary for such person or such Beneficiary
cannot be located, all the remaining Participants in this Plan on
 the date of such termination shall be treated as such
persons Beneficiary and such Account shall be divided in an
 equitable manner among such Participants.

-21-



---



6.6.  Loans.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Administration. The Plan Sponsor will be the
	named fiduciary responsible for the administration of the loan
	program under this Plan. The Plan Sponsor will establish
	objective nondiscriminatory written procedures for that loan
	program in compliance with section 2550.408b-1 of the Department
	of Labor regulations (Procedures). Those Procedures
	and any amendments to those Procedures, to the extent not
	inconsistent with the terms of this Plan, are incorporated by
	this reference as part of this Plan.
|
| | (b)  Statutory Requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | (1)  General. All loans made under this Plan will
	comply with the following requirements under section 408(b)(1) of
	 ERISA:



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Each Participant or Beneficiary of a deceased
	Participant who is an party-in-interest (as defined
	in section § 3(14) of ERISA) may request a loan from the
	Plan.
|
| | (ii)  Loans will be made available to Participants and
	Beneficiaries who are eligible for a loan on a reasonably
	equivalent basis.                                      
|
| | (iii)  Loans will not be made available to Highly
	Compensated Participants in an amount greater than the amount
	made available to other Employees.                      
|
| | (iv)  Loans will be made in accordance with specific
	provisions regarding loans set forth in this Plan and the
	Procedures.                                              
|
| | (v)  Loans will bear a reasonable rate of interest.                                                                                                                       
|
| | (vi)  Loans will be adequately secured.                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  Repayments. Principal and interest on the loan
	must be repaid in substantially level installments with payments
	not less frequently than quarterly over a period of four years or
	 less or such other period specified in the Procedures not to
	exceed five years or such longer period as may be permissible
	under section 72(p) of the Code for a loan to acquire a principal
	 residence. The Plan Sponsor may establish other payment rules,
	including rules regarding a grace period and suspension of
	payments during unpaid leaves of absence, in the Procedures.
|
| | (3)  Limitations on Amounts. The principal amount of
	a loan made under this Plan to a Participant or Beneficiary,
	together with the outstanding principal amount of any loan made
	under any plan maintained by an Affiliate that satisfies the
	requirements of sections 401 or 403 of the Code, may not
	exceed the lesser of                                                                                                                                                                                                                                                   



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | (i)  50% of that persons vested interest in his or her
	 Account at the time the loan is made, or
|
| | (ii)  $50,000, reduced by the excess (if any) of                                                  



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)  the highest outstanding balance of any previous loans
	from this Plan and any other plan maintained by an Affiliate
	during the one-year period ending immediately before the date on
	which the current loan is made over
|
| | (B)  the outstanding balance of the previous loans on the
	date on which the current loan is made.                                                                                                                             



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Plan Sponsor may establish other loan limits, including
	minimum loan amounts and rules regarding the subaccounts from
	which a loan may be made, in the Procedures.



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)  Distribution and Default. The vested Account
	actually payable to an individual who has an outstanding loan
	will be determined by reducing the vested Account balance by the
	amount of the security interest in the Account (if any).
	Notwithstanding anything to the contrary in this Plan or in the
	Procedures, in the event of default, foreclosure on the note and
	execution of the security interest in an

-22-



---



| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Account will not occur until a distributable event occurs under
	this Plan and interest will continue to accrue on the outstanding
	 balance only to the extent required under applicable law.

6.7.  Age 59 1/2. A Participant who has attained
 age 59 1/2 may withdraw all or any portion of his or her
vested Account at any time. Payment of such amount shall be made
in accordance with Article 7.

ARTICLE VII

BENEFIT DISTRIBUTION

7.1.  Form of Payment.



| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Small Benefit Cash-out. Except as provided in
	§ 7.3, in any case in which a Participants vested
	interest in his or her Account (or in the event of the
	Participants death, the balance payable to his or her
	Beneficiary) does not exceed $5,000 (or such larger amount as may
	 be permitted by law), the vested interest shall be paid to the
	Participant in a lump sum.
|
| | (b)  Options. In any case in which a
	Participants vested interest in his or her Account exceeds
	the amount provided in § 7.1(a), the Participant (or in the
	event of his or her death, his or her Beneficiary) entitled to
	receive a distribution may elect at any time to receive payment
	in:                                                                                  



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | (1)  an amount not greater than the balance of the
	Participants Account;                                       
|
| | (2)  substantially equal periodic installments, payable over
	 a period of time to be elected by the Participant;
|
| | (3)  a combination of (1) and (2); or                                                                            
|
| | (4)  a direct rollover pursuant to § 7.3.                                                                        



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)  Changes Allowed. A Participant (or, in the event
	 of death, his or her Beneficiary) may change his or her election
	 with respect to the form of payment at any time before or after
	distribution of benefits commences, subject to the provisions of
	§ 7.2.                                                                                                                                                     
|
| | (d)  Effect of Failure to Specify an Option. If a
	Participant fails to file an election under this § 7.1,
	 then his or her benefits shall be paid in a lump sum.                                                                                                                                                                                                                                                       
|
| | (e)  Amounts Invested in Stock. A Participant may
	elect to receive any amount invested in Lanier Stock either in
	cash or in the form of Lanier Stock and any amount invested in
	Harris Stock either in cash or in the form of Harris Stock,
	provided that fractional shares and distribution of a de minimis
	amount as determined in the sole discretion of the Plan Sponsor
	or its delegate shall be paid in cash.
|
| | (f)  Loan Balances. Any payment under this
	Article 7, to the extent the underlying loan obligation is
	not extinguished under applicable law, may include distribution
	of the Participants note which evidences a loan under 6.6.                                                                                                                                                                                     

7.2.  Distribution Deadlines.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  General Rule. The payment of the vested portion
	of a Participants Account shall begin as soon as
	practicable after the distribution event specified in
	Article VI.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (b)  $5,000 or Less. If the vested portion of a
	Participants Account is $5,000 (or such other amount
	permitted under applicable law) or less, then such vested portion
	 automatically shall be paid to such Participant as soon as
	practicable after a distribution event described in
	Article VI.                                                                                                                                                                                                                                                                                                                   
|
| | (c)  More than $5,000. If the vested portion of a
	Participants Account exceeds $5,000 (or such other amount
	permitted under applicable law), then distribution of such
	Account at any time before the Participant reaches Normal
	Retirement Age shall be subject to the Participants
	consent. Notwithstanding the preceding sentence, payment of the
	vested portion of his or her Account shall be made to him or her
	no later than 60 days after the end of the later of the Plan
	 Year in which such Participants termination of employment
	occurs and the Plan Year in which the Participant attains age 65.

-23-



---





| |                          
| | -------------------------
| | (d)  Statutory Deadlines.



| |                  
| | -----------------
| | (1)  Participant.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Initial Distribution. Notwithstanding
	§ 7.2(c), payment of benefits to a Participant shall
	commence on or before his or her required beginning
	date.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (ii)  Required Beginning Date. For any Participant
	who reaches age 70 1/2 before January 1, 2000 or
	who is a 5% or more owner within the meaning of section 416
	of the Code, such Participants required beginning
	date shall be the April 1 following the calendar year
	in which he or she reaches age 70 1/2. If such Participant
	continues in employment with an Employer after his or her
	required beginning date, then any additional amounts
	credited to his or her Account shall be paid to him or her each
	calendar year thereafter in a single sum on or before
	December 31 of such year.
|
| | For any participant who reaches age 70 1/2 on or after
	January 1, 2000 and is not a 5% or more owner within the
	meaning of section 416 of the Code, such Participants
	required beginning date shall be April 1 of the
	calendar year following the later of (1) the calendar year
	in which the Participant reaches age 70 1/2 or
	(2) the calendar year in which the Participant terminates
	employment with all Employers and Affiliates.                                                                                                                                                               
|
| | (iii)  Latest Commencement Date. Unless the
	Participant files a written election to defer payments of
	benefits, benefits payments with respect to any Participant shall
	 commence no later then the 60th day after the close of the
	Plan Year in which the latest of the following occurs:                                                                                                                                                                                                                                                                                                                  



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)  the date on which the Participant attains Normal
	Retirement Age; (B) the 10th anniversary of the date on
	which the Participant commenced participation in the Plan; and
	(C) the date on which the Participant terminated employment.
|
| | Failure to file an election under § 7.2(a) for payment
	of benefits to commence shall be deemed to be a written election
	to defer payment of benefits under this
	§ 7.2(d)(1)(iii).                                                        



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)  Maximum Duration of Distributions. Payment of a
	 Participants benefit shall be made over a period not to
	exceed one of the following periods:



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (A)  the life of the Participant;                                                                                                 
|
| | (B)  the life of the Participant and the Participants
	Beneficiary;                                                              
|
| | (C)  a period certain not extending beyond the life
	expectancy of the Participant; or                                            
|
| | (D)  a period certain not extending beyond the joint and
	last survivor expectancy of the Participant and his or her
	Beneficiary.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The amount to be distributed each year must be at least equal to
	the quotient obtained by dividing the Participants benefit
	by the life expectancy of the Participant or the joint and last
	survivor expectancy of the Participant and his or her
	Beneficiary. Life expectancy and joint and last survivor
	expectancy shall be computed by the use of the return multiples
	contained in Treasury Regulations section 1.72-9. For
	purposes of this computation, a Participants and a
	spouses life expectancy may be recalculated annually. In
	the absence of an election by the Participant to have life
	expectancies recalculated annually, life expectancies will not be
	 recalculated. However, the life expectancy of a Beneficiary,
	other than the Participants spouse, may not be
	recalculated.



| |                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  Beneficiary. In the event a Participant who is
	receiving benefits dies, the remaining balance of his or her
	benefits shall be distributed at least as rapidly as under the
	method of distribution elected by the Participant. If a
	Participant dies before distribution of benefits commences, the
	Participants entire

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---



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | interest will be distributed no later than five years after the
	Participants death, except to the extent that an election
	is made to receive distributions in accordance with (i) or
	(ii) below:



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  if any portion of the Participants benefit is
	payable to a Beneficiary, installment distributions may be made
	over the life or life expectancy of the Beneficiary, provided
	that the installments commence no later than one year after the
	Participants death, and                                
|
| | (ii)  if the Beneficiary is the Participants spouse,
	the commencement of distributions may be delayed until the date
	on which the Participant would have attained
	age 70 1/2. If the spouse dies before payments begin,
	subsequent distribution shall be made as if the spouse had been
	the Participant.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For purposes of the foregoing, payments may be calculated by use
	of the return multiples specified in treasury regulation
	section 1.72-9. The life expectancy of a spouse or other
	Beneficiary shall be calculated at the time payment first
	commences without subsequent recalculation. Any amount paid to a
	child of the Participant shall be treated as if it had been paid
	to the surviving souse if the amount becomes payable to the
	spouse when the child reaches the age of majority.



| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)  Limit on Limits. All distributions under this
	§ 7.2(d) shall be determined and made in accordance
	with section 409(a)(9) of the Code, including the minimum
	distribution incidental benefit requirement of proposed Treasury
	Regulation section 1.401(a)(9)-2, the provisions of which
	are incorporated herein by reference.

7.3.  Direct Rollover.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  A Participant or distributee may elect at
	any time to have any portion of an eligible rollover
	distribution paid in a direct rollover to the trustee or
	custodian of an eligible retirement plan specified by
	 the Participant or distributee, whichever is applicable. Payment
	 of a direct rollover in the form of a check payable to the
	trustee or custodian of an eligible retirement plan, for the
	benefit of the Participant or distributee, may be mailed to the
	Participant or distributee.
|
| | (b)  For Purposes of this § 7.3, the following
	terms shall have the following meanings;                                                                                                                                                                                                                                                                                                                                                                                                                               



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  Distributee means a surviving spouse, or a
	spouse or former spouse who is an alternate payee under a
	qualified domestic relations order as defined in
	section 414(p) of the Code.                                                                                                                                                                                                                                                                                                                                         
|
| | (2)  Eligible retirement plan means an
	individual retirement account described in section 408(a) of
	 the Code, an individual retirement annuity described in
	section 408(b) of the Code, an annuity plan described in
	section 403(a) of the Code, or a qualified trust described
	in section 401(a) of the Code that accepts an eligible
	rollover distribution; provided that if the distributee is a
	surviving spouse, an eligible retirement plan means an individual
	 retirement account or individual retirement annuity.
|
| | (3)  Eligible rollover distribution means any
	distribution of all or a portion of the Participants
	Account, but, to the extent prescribed by the Secretary of the
	Treasury of the United States, does not include a distribution to
	 the extent it is required under section 401(a)(9) of the
	Code.                                                                                                                                                                                                                           

7.4.  Claim for Benefit. Subject to § 7.2,
as a condition to the payment of any benefit under this Plan, a
claim for such benefit must be filed with the Plan Sponsor on the
 related Election Form, and all such claims (and any other claims
 by a Participant, former Participant or Beneficiary) shall be
processed in accordance with the claims procedure established by
the Plan Sponsor.

7.5.  Mistakes. If a mistake is made in favor of a
Participant or a Beneficiary in the payment of an Account, the
Plan Sponsor or the Trustee (acting at the Plan Sponsors
direction and on behalf of the Plan) shall take such action
against the Participant or Beneficiary to remedy such mistake and
 to make the Plan whole as the Plan Sponsor deems proper and
appropriate under the circumstances, and any mistake made in
favor of the Plan shall promptly be corrected by, or at the
direction of, the Plan Sponsor.

-25-



---



7.6.  Designation of Beneficiary. Each Participant
shall have the right to designate a Beneficiary or Beneficiaries
(who may be designated contingently or successively and who may
be an entity other than a natural person) to receive any
distribution to be made under this Article upon the death of such
 Participant; provided that such designation shall not be
effective if the Participant is married on the date of the
Participants death unless such designation has been
consented to by such surviving spouse in writing acknowledging
the effect of such consent and witnessed by a Plan representative
 or a notary public, or it is established to the satisfaction of
Plan Sponsor that such consent cannot be obtained because the
Participants spouse cannot be located or because of such
other circumstances as may be prescribed in Treasury Regulations.
 A Participant may from time to time, without the consent of any
Beneficiary, change or cancel any such designation. Such
designation and each change therein shall be made on the Election
 Form prescribed by the Plan Sponsor and shall be filed with the
Plan Sponsor. If (a) no Beneficiary has been named by a
deceased Participant, (b) such designation is not effective
pursuant to the first sentence of this section, (c) the
designated Beneficiary has predeceased the Participant or
(d) the whereabouts of the designated Beneficiary are
unknown, any undistributed vested balance of the deceased
Participant shall be made in a lump sum in the following order of
 priority:



| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  the Participants surviving spouse, if any,                                                                                                                                                         
|
| | (ii)  the Participants designated beneficiary or
	beneficiaries under the Lanier Worldwide, Inc. Pension Equity
	Plan, if any,                                                                          
|
| | (iii)  the persons or persons expressly designated by the
	Participant to receive the death benefit payable under the group
	term life insurance program maintained by his or her Employer, if
	 any, and
|
| | (iv)  the estate of the Participant.                                                                                                                                                                     

The marriage of a Participant shall be deemed to revoke any prior
 designation of a Beneficiary made by such Participant.

ARTICLE VIII

NAMED FIDUCIARIES, PLAN SPONSOR AND PLAN EXPENSES

8.1.  Named Fiduciaries. The Plan Sponsor shall be
the named fiduciary within the meaning of such term
as used in ERISA, provided that, to the extent a Participant
directs that his or her Rollover Contributions or Before-Tax
Contributions (and, hence, any corresponding Matching
Contributions) be invested in Lanier Stock or Harris Stock, the
Plan Sponsor shall not be the named fiduciary with
respect to such investment decision and the Participant shall be
responsible for the effects of such decisions.

8.2.  Allocation and Delegation by Named Fiduciaries.
 The Plan Sponsor may by written instrument filed with the
records of this Plan designate a person who is not a Named
Fiduciary to carry out any of its responsibilities under this
Plan, other than the responsibilities of the Trustee in the
management and control of the Trust Fund, provided that no such
allocation or designation shall be effective until such person
has consented to such designation. The Plan Sponsor may act
through a committee appointed by the Board for this purpose, its
Chief Executive Officer, its Chief Operating Officer or any
person designated by any such committee or the Chief Executive
Officer and Chief Operating Officer.

8.3.  Advisors. The Plan Sponsor, or a person
designated by the Plan Sponsor to perform any responsibility of
the Plan Sponsor pursuant to the procedure described in §
8.2, may employ one or more persons to render advice with respect
 to any responsibility the Plan Sponsor has under this Plan or
such person has by virtue of such designation.

8.4.  Dual Fiduciary Capacities. Any person may serve
 in more than one fiduciary capacity with respect to this Plan,
and a fiduciary may be a Participant if such person otherwise
satisfies the requirements for participation under this Plan.

-26-



---



8.5.  Powers and Duties of the Plan Sponsor.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  General. The Plan Sponsor has the exclusive
	responsibility and complete discretionary authority to control
	the operation, management and administration of this Plan, with
	all powers necessary to enable it properly to carry out those
	responsibilities, including (but not limited to) the full
	discretionary power to construe this Plan and the Trust
	Agreement, to determine eligibility for benefits, to settle
	disputed claims and to resolve all administrative, interpretive,
	operational, equitable, factual and other questions that arise
	under this Plan. The decisions of the Plan Sponsor on all matters
	 within the scope of its authority will be final and binding upon
	 all parties to this instrument, Participants, their spouses and
	Beneficiaries and any other concerned parties. To the extent a
	discretionary power or responsibility under this Plan is
	expressly assigned to a person by the Plan Sponsor, that person
	will have complete discretionary authority to carry out that
	power or responsibility and that persons decisions on all
	matters within the scope of that persons authority will be
	final and binding.
|
| | (b)  Liquidity Requirements. The Plan Sponsor will be
	 responsible for determining the funding policy for the Plan,
	including any anticipated liquidity requirements and for
	communicating that policy to the Trustee when it deems
	appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (c)  Records. All Plan records will be maintained by
	or at the direction of the Plan Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (d)  Information from Others. The Plan Sponsor and
	any Employer other than the Plan Sponsor and their officers,
	directors, employees and agents will be entitled to rely upon all
	 information and data in any certificate, report or other
	material prepared by any actuary, accountant, attorney,
	consultant or advisor selected by the Plan Sponsor to perform
	services on behalf of this Plan. All action taken or omitted in
	good faith in reliance upon the advice or opinion of any of those
	 persons will be conclusive upon all persons interested in this
	Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (e)  Reporting and Disclosure. The Plan Sponsor is
	the plan administrator (as defined in ERISA) for this Plan and
	will be responsible for satisfying any applicable reporting and
	disclosure requirement under federal or state law with respect to
	 this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

8.6.  Payment of Expenses. All reasonable and proper
expenses of the Plan and the Trust Fund, including investment
advisory fees and the Trustees fees as agreed upon by the
Plan Sponsor and the Trustee, shall be paid from the Trust Fund
by the Trustee unless the Plan Sponsor elects (in accordance with
 such procedures as agreed upon by the Plan Sponsor and the
Trustee) to pay such expenses. The Plan Sponsor may seek
reimbursement of any expense which is properly payable by the
Trust Fund.

ARTICLE IX

TRUST FUND AND TRUSTEE

The Trust Fund shall be held, administered, controlled and
invested by the Trustee subject to the terms of the Trust
Agreement for the exclusive benefit of Participants and
Beneficiaries.

ARTICLE X

AMENDMENT AND TERMINATION

10.1.  Amendment. The Plan Sponsor shall have the
right at any time and from time to time to amend the Plan in any
respect by action of the Chief Executive Officer and the Chief
Operating Officer of the Plan Sponsor, provided that no amendment
 shall be made which would divert any of the assets of the Trust
Fund to any purpose other than the exclusive benefit of
Participants and Beneficiaries, except that this Plan may be
amended retroactively to affect the Accounts maintained for any
person if necessary to cause the Plan and the Trust Fund to be
exempt from income taxes under sections 401(a) and 501(a) of the
Code, respectively.

10.2.  Termination. The Plan Sponsor reserves the
right to terminate the Plan, in whole or in part, or to declare a
 discontinuance of contributions to the Plan at any time by
action of its Board or a committee thereof,

-27-



---





In the case of any such termination, partial termination, or
declaration, the Plan Sponsor shall cause all unallocated amounts
 to be allocated to the appropriate Accounts of the affected
Participants and Beneficiaries and shall direct the Trustee to
distribute such Accounts to such Participants and Beneficiaries
in accordance with uniform rules established by the Plan Sponsor
at such time as permissible under section 401(k) of the Code, and
 the Trustee shall follow such directions.

10.3.  Merger, Consolidation or Asset Transfers.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  General. In the case of any merger or
	consolidation of the Plan with, or transfer of assets or
	liabilities of the Plan to, any other plan, each person for whom
	an Account is maintained shall, if such Plan is then terminated,
	be entitled to receive a benefit which immediately after the
	merger, consolidation or transfer is equal to or greater than the
	 benefit he or she would have been entitled to receive
	immediately before the merger, consolidation or transfer, if this
	 Plan had been terminated, provided that no assets shall be
	transferred directly to this Plan which are attributable to
	contributions which are subject to the joint and survivor annuity
	 requirements of sections 401(a)(11) and 417 of the Code.
|
| | (b)  Authorization. The Plan Sponsor may authorize
	the Trustee to accept a transfer of assets from or transfer fund
	assets to the trustee, custodian or insurance company holding
	assets of any other plan which satisfies the requirements of
	section 401(a) of the Code in connection with a merger or
	consolidation with or other transfer of assets and liabilities to
	 or from any such plan, provided that the transfer will not
	affect the qualification of this Plan under section 401(a) of the
	 Code and the assets to be transferred are acceptable to the
	Trustee.                                                                                                                                                                     

ARTICLE XI

MISCELLANEOUS

11.1.  Spendthrift Clause. Subject to § 11.10
and any offset payment to the Plan permitted pursuant to section
401(a)(13)(C) of the Code, no Account, benefit, payment or
distribution under the Plan shall (except to the extent permitted
 by law) be subject to the claim of any creditor of a Participant
 or Beneficiary, or to any legal process by any creditor of such
person, and no Participant or Beneficiary shall have any right to
 alienate, commute, anticipate, or assign all or any portion of
his or her Account, benefit, payment or distribution under the
Plan except under § 6.6.

11.2.  Legally Incompetent. The Plan Sponsor may in
its discretion direct that payment be made directly to (a) a
 person who is incompetent or disabled, whether because of
minority or mental or physical disability, (b) to the
guardian of such person, or to the person having custody of such
person or (c) to any person designated or authorized under any
state statute to receive such payment on behalf of such
incompetent or disabled person, without further liability either
on the part of the Plan Sponsor,the Plan Sponsor or any
Employer for the amount of such payment to the person on whose
account such payment is made.

11.3.  Benefits Supported Only by Trust Fund. Any
person having any claim for any benefit under the Plan shall look
 solely to the assets of the Trust Fund for the satisfaction of
such claim. In no event will the Plan Sponsor, or an Employer, or
 any of their employees, officers, or directors, be liable in
their individual capacities to any person whomsoever for the
payment of benefits under the Plan.

-28-



---



11.4  Discrimination. The Plan Sponsor shall
administer the Plan in a uniform and consistent manner with
respect to all similarly situated Employees, Participants,
spouses and Beneficiaries, including adopting such administrative
 or other rules as the Plan Sponsor in its discretion deems
appropriate for any such persons affected by circumstances such
as a sale, acquisition, merger, reorganization, facility closing,
 layoff, work force reduction or other similar event or
transaction, provided that the Plan Sponsor shall not permit any
discrimination in favor of Highly Compensated Participants which
would be prohibited under section 401(a) of the Code. If for any
Plan Year the Plan Sponsor determines that following the terms of
 the Plan would result in a failure to satisfy the coverage
requirements under section 410(b) of the Code, then the Plan
Sponsor shall take such action as it deems appropriate under the
circumstances to prevent such failure.

11.5.  Claims. Any payment to a Participant or
Beneficiary or to his or her legal representative, or
heirs-at-law, made in accordance with the provisions of the Plan,
 shall to the extent thereof be in full satisfaction of all
claims under the Plan against the Employers, any of whom may
require such Participant, Beneficiary, Spouse, his or her legal
representative or heirs-at-law, as a condition precedent to such
payment, to execute a receipt and release therefor in such form
as shall be satisfactory to the Plan Sponsor.

11.6.  Agent for Service of Process. The agent for
service of process for the Plan and the Plan Sponsor shall be the
 person currently listed in the records of the Secretary of State
 of Delaware as the agent for service of process for the Plan
Sponsor.

11.7.  Nonreversion. No part of the Trust Fund shall
ever be used for or be diverted to purposes other than for the
exclusive benefit of Participants and Beneficiaries, except



| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  as expressly provided otherwise in § 5.6(b)(3)
	with respect to a suspense account established in accordance with
	 section 415 of the Code;                                                                                                                                                                                                                                                       
|
| | (b)  a contribution which is made by an Employer or the Plan
	 Sponsor by a mistake of fact upon direction of the Plan Sponsor
	shall be refunded by the Trustee to the Employer or Plan Sponsor
	within one year after the payment of such contribution; and                                                                                                                                           
|
| | (c)  a contribution for which the Internal Revenue Service
	denies an income tax deduction to an Employer shall be refunded
	by the Trustee to the Plan Sponsor within one year after the
	denial of such deduction upon the Plan Sponsors direction,
	all such contributions being made expressly on the condition that
	 such contributions are deductible in full for federal income tax
	 purposes.

11.8.  Plan Not An Employment Contract. The Plan is
not a contract of employment. Participation in the Plan shall not
 give any Employee the right to be retained in the employ of the
Employer or any Affiliate, nor, upon termination of his or her
employment, to have any interest in the Trust Fund except as
expressly provided in the Plan.

11.9.  Top Heavy Plan.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Determination. If the Plan Sponsor as of each
	June 30 (determination date) determines that the
	 sum of the present value of the accrued benefits of key
	employees (as defined in section 416(i)(1) of the Code)
	exceeds 60% of the sum of the present value of the accrued
	benefits of all employees as of such determination date in
	accordance with the rules set forth in section 416(q) of the
	Code, the Plan shall be top heavy for the Plan Year
	which begins on the immediately following July 1. For purposes of
	 this § 11.9 the present value of the accrued benefit of
	each employee shall be equal to the sum of (1) and (2),
	where



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) equals the balance of his or her Account under
	this Plan (determined for this purpose as of the determination
	date), including the value of any distributions made during the
	5-year period ending on such date and any contributions due but
	as yet unpaid as of such date, and
| | (2) equals the present value of his or her accrued
	benefit, if any, (determined as of the valuation date which
	coincides with or precedes the determination date for such plan)
	under                                                                                                



| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)  each tax-qualified plan (as described in section 401(a)
	 of the Code) maintained by an Employer or an Affiliate
	(i) in which a key employee is a participant or
	(ii) which enables any

-29-



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | plan described in subclause (i) to meet the requirements of
	section 401(a)(4) or 410 of the Code, and (B) each other
	tax-qualified plan maintained by an Employer or an Affiliate
	(other than plan described in clause (A)) which may be aggregated
	 with the Plan and the plans described in clause (A), provided
	such aggregation group (including a plan described in this clause
	 (B)) continues to meet the requirements of sections 401(a)(4)
	and 410 of the Code, including the value of any distributions
	made from such plans during the 5-year period ending on such
	determination date and the value of any contributions due under
	such plans but as yet unpaid as of such valuation date. However,
	the accrued benefit of any individual shall be disregarded if
	such individual has not performed any services for any Employer
	at any time during the 5-year period ending on the date as of
	which such determination is made.



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Special Top Heavy Plan Rules. If the Plan
	Sponsor determines that the Plan is top heavy for any
	 Plan Year, then the special rules set forth in this §11.9
	shall apply notwithstanding any other rules to the contrary set
	forth elsewhere in the Plan.



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  A contribution shall be made for such Plan Year for
	each Employee who is an Eligible Employee on the last day of such
	 year which is equal to the lesser of (A) 4% of his or her
	Compensation (as defined for purposes of 5.4(b)) for such year
	and (B) the percentage at which contributions are made (or
	are required to be made) for such year to the key employee for
	whom such percentage is the highest.
|
| | (2)  For Plan Years commencing prior to July 1, 2000,
	the Plan Sponsor shall take such action as necessary to satisfy
	the requirements of section 415(e) and section 416(h) of the Code
	 if it (following the procedures set forth in this § 11.9)
	determines that the Plan fails to meet the requirements set forth
	 in section 416(h)(2)(B) of the Code.                                                          

11.10.  Qualified Domestic Relations Order. Benefits
under the Plan shall be paid in accordance with the applicable
requirements of a qualified domestic relations order
as that term is defined in section 414(p) of the Code and section
 206(d)(3) of ERISA. The Plan Sponsor, in accordance with a
uniform and nondiscriminatory procedures established by the Plan
Sponsor, shall



| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  promptly notify the Participant and any alternate payee
	 (as that term is defined in section 414(p)(8) of the Code) of
	the receipt of a domestic relations order and the Plans
	procedures for determining the qualified status of such order;
|
| | (b)  determine the qualified status of such order; and                                                                                                                                                                                                
|
| | (c) administer any distributions under the Plan pursuant to
	such order in accordance with the rules set forth in section
	414(p) of the Code.                                                                                                        

The Plan shall commence payment of benefits to the Alternate
Payee as of the later of (i) the earliest date a
distribution may be made pursuant to the order and (ii) as
soon as administratively practicable after the date such order is
 determined by the Plan Sponsor to be a qualified domestic
relations order.

The determinations and the distribution made by, or at the
direction of, the Plan Sponsor under this §11.10 shall be
final and binding on the Participant, and on all other persons
interested in such order. Unless the alternate payee
is also a Participant under the Plan or is a party in
interest (as defined in section 3(14) of ERISA), an
alternate payee under this § 11.10 shall not be
an eligible person for purposes of obtaining a loan pending the
distribution of such alternate payees entire interest under
 this Plan.

-30-



---



IN WITNESS WHEREOF, Lanier Worldwide, Inc. has caused its duly
authorized officers to execute and affix its seal to this Plan
this           day
 of
               ,
 1999.



| |                       
| | ----------------------
| | LANIER WORLDWIDE, INC.



| |     | 
| | --- | 
| | By: | 

| |                               
| | ------------------------------
| |                               
| | Wesley E. Cantrell            
| | Title: Chief Executive Officer



| |     | 
| | --- | 
| | By: | 

| |                                                           
| | ----------------------------------------------------------
| | _______________________________________ 
	 C. Lance Herrin
| | Title: Chief Executive Officer                            











-31-