LANIER WORLDWIDE INC
8-K, 1999-11-12
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                           --------------------------


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 5, 1999
                                                        ----------------

                             Lanier Worldwide, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)


            Delaware                      1-15139             59-2606737
- ---------------------------------    -----------------    ---------------------
  (State or other jurisdiction          (Commission           (IRS Employer
       of incorporation)                File Number)       Identification No.)


        2300 Parklake Drive, Atlanta, Georgia                      30345
        -----------------------------------------------------------------------
        (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code (770) 496-9500
                                                   --------------
<PAGE>   2
Item 5.  Other Events

         On November 5, 1999 (the "Distribution Date"), Harris Corporation, a
Delaware corporation ("Harris"), and the sole stockholder of Lanier Worldwide,
Inc., a Delaware corporation (the "Registrant"), distributed 79,068,788 shares
of common stock, par value $.01 per share ("Common Stock") of the Registrant to
the stockholders of record of Harris's common stock as of November 1, 1999 (the
"Distribution"), which shares constituted approximately 90% of the Registrant's
issued and outstanding shares of Common Stock as of such date, and retained
8,785,420 shares of Common Stock, which shares constituted approximately 10% of
the Registrant's issued and outstanding shares of Common Stock as of such date.
The Distribution was made pursuant to the terms of an Agreement and Plan of
Distribution dated as of October 22, 1999, between Harris and the Registrant
(the "Distribution Agreement"). As a result of the Distribution, the Registrant
is no longer wholly owned by Harris and is now an independent public company.

         The Distribution is more fully described in the Registrant's
Registration Statement on Form 10 that was declared effective by the Securities
and Exchange Commission on October 22, 1999 (File No. 1-15139), under the
Securities Exchange Act of 1934, as amended.

         The foregoing description is qualified in its entirety by reference to
the complete text of the Distribution Agreement, a copy of which is filed as
Exhibit 2.1 to this current report on Form 8-K and is incorporated by reference
herein in its entirety.

         A copy of the news release, dated November 8, 1999 (the "News
Release"), relating to the Distribution is filed as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by reference.

         The News Release contains, among other things, certain forward-looking
statements regarding the Registrant. Such forward-looking statements involve
certain risks and uncertainties, including a variety of factors that may cause
the Registrant's actual results to differ materially from the anticipated
results or other expectations expressed in such forward-looking statements.
Factors that might cause such a difference include, but are not limited to: (1)
general economic conditions in the markets in which the Registrant operates;
(2) economic developments that have a particularly adverse effect on one or
more of the markets served by the Registrant; (3) the ability of the
Registrant's management to execute its internal operating plans; (4) stability
of key markets for office products and document management solutions; (5)
fluctuation in foreign currency exchange rates and the effectiveness of the
Registrant's currency hedging program; and (6) worldwide demand and product and
service pricing for office products and document management solutions.
Additional information with respect to factors that may cause actual results to
differ materially from those contemplated by such forward-looking statements is
included in the Registrant's Registration Statement on Form 10 (File No.
1-15139) and may be included in subsequent reports filed by the Registrant with
the Securities and Exchange Commission.
<PAGE>   3

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits

<TABLE>
                  <S>      <C>
                  2.1      Agreement and Plan of Distribution, dated October
                           22, 1999, by and between the Registrant and Harris
                           Corporation.

                  3.1      Amended and Restated Certificate of Incorporation of
                           the Registrant.

                  3.2      Amended and Restated Bylaws of the Registrant.

                  4.1      Stockholder Protection Rights Agreement, dated
                           November 5, 1999, between the Registrant and
                           ChaseMellon Shareholder Services, LLC.

                  10.1     Tax Disaffiliation Agreement, dated November 5,
                           1999, between the Registrant and Harris Corporation.

                  10.2     Employee Benefits and Compensation Allocation
                           Agreement, dated November 5, 1999, between the
                           Registrant and Harris Corporation.

                  10.3     Registration Rights Agreement, dated November 5,
                           1999, between the Registrant and Harris Corporation.

                  10.4     Intellectual Property License Agreement, dated
                           November 5, 1999, between the Registrant and Harris
                           Corporation.

                  10.5     Transition Services Agreement, dated November 5,
                           1999, between the Registrant and Harris Corporation.

                  10.6     364 Day Credit Agreement, dated October 20, 1999,
                           among the Registrant, the Subsidiary Borrowers party
                           thereto, the Lenders party thereto, ABN AMRO Bank
                           N.V., as Administrative Agent, SunTrust Bank,
                           Atlanta, as Syndication Agent, and Wachovia Bank
                           N.A., as Documentation Agent (incorporated by
                           reference to Exhibit 10.2C to the Registrant's
                           Registration Statement on Form 10 (File No.
                           1-15139)).

                  10.7     5-Year Credit Agreement, dated October 20, 1999,
                           among the Registrant, the Subsidiary Borrowers party
                           thereto, the Lenders party thereto, ABN AMRO Bank
                           N.V., as Administrative Agent, SunTrust Bank,
                           Atlanta, as Syndication Agent, and Wachovia Bank
                           N.A., as Documentation Agent (incorporated by
                           reference to Exhibit 10.2B to the Registrant's
                           Registration Statement on Form 10 (File No.
                           1-15139)).

                  99.1     Text of News Release Relating to the Distribution
                           dated November 8, 1999.
</TABLE>
<PAGE>   4
                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        LANIER WORLDWIDE, INC.
                                        (Registrant)



Date: November 12, 1999                 By: /s/ J. MICHAEL KELLY
                                           ------------------------------------
                                           J. Michael Kelly
                                           Vice President, General Counsel and
                                           Secretary

<PAGE>   1
                                                                     EXHIBIT 2.1

                       AGREEMENT AND PLAN OF DISTRIBUTION

                                 BY AND BETWEEN

                               HARRIS CORPORATION

                                      AND

                             LANIER WORLDWIDE, INC.

                          DATED AS OF OCTOBER 22, 1999
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----

<S>                    <C>                                                                                 <C>
                                                            ARTICLE I.

                                                           DEFINITIONS


SECTION 1.1.           General...........................................................................    2
SECTION 1.2.           Reference; Interpretation.........................................................   14

                                                            ARTICLE II.

                                               DISTRIBUTION AND OTHER TRANSACTIONS;
                                                          CERTAIN COVENANTS

SECTION 2.1            The Distribution and Other Transactions...........................................   14
SECTION 2.2            Cash Payment and Closing Payment..................................................   19
SECTION 2.3            Post-Distribution Adjustment......................................................   19
SECTION 2.4            Intercompany Receivables..........................................................   21
SECTION 2.5            Assumption and Satisfaction of Liabilities........................................   22
SECTION 2.6            Resignations......................................................................   22
SECTION 2.7            Further Assurances................................................................   22
SECTION 2.8            Limited Representations or Warranties.............................................   22
SECTION 2.9            Removal of Certain Guarantees; Releases from Liabilities..........................   23
SECTION 2.10           Witness Services..................................................................   24
SECTION 2.11           Transfers Not Effected Prior to the Distribution
                       Transfers Deemed Effective as of the Distribution Date............................   24
SECTION 2.12           Conveyancing and Assumption Instruments...........................................   25
SECTION 2.13           Ancillary Agreements..............................................................   25
SECTION 2.14           Corporate Names...................................................................   25
SECTION 2.15           Non-Solicitation..................................................................   26

                                                            ARTICLE III.

                                                          INDEMNIFICATION

SECTION 3.1            Indemnification by Harris.........................................................   26
SECTION 3.2            Indemnification by Lanier.........................................................   26
SECTION 3.3            Procedures for Indemnification....................................................   27
SECTION 3.4            Indemnification Payments..........................................................   29
</TABLE>



                                      -i-
<PAGE>   3

<TABLE>
<S>                    <C>                                                                                  <C>
                                                            ARTICLE IV.

                                                       ACCESS TO INFORMATION

SECTION 4.1            Provision of Corporate Records....................................................   29
SECTION 4.2            Access to Information.............................................................   30
SECTION 4.3            Reimbursement; Other Matters......................................................   30
SECTION 4.4            Confidentiality...................................................................   30
SECTION 4.5            Privileged Matters................................................................   30
SECTION 4.6            Ownership of Information..........................................................   32
SECTION 4.7            Retention of Records..............................................................   32
SECTION 4.8            Limitation of Liability; Release..................................................   33
SECTION 4.9            Other Agreements Providing for Exchange of Information............................   33

                                                            ARTICLE V.

                                                        DISPUTE RESOLUTION

SECTION 5.1            Negotiation.......................................................................   34
SECTION 5.2            Mediation.........................................................................   34
SECTION 5.3            Arbitration.......................................................................   34
SECTION 5.4            Continuity of Service and Performance.............................................   35
SECTION 5.5            Other Remedies....................................................................   35

                                                            ARTICLE VI.

                                                            INSURANCE

SECTION 6.1            Policies and Rights Included Within Assets........................................   36
SECTION 6.2            Post-Distribution Date Claims.....................................................   36
SECTION 6.3            Administration; Other Matters.....................................................   36
SECTION 6.4            Agreement for Waiver of Conflict and Shared Defense...............................   38
SECTION 6.5            Cooperation.......................................................................   38

                                                            ARTICLE VII.

                                                           MISCELLANEOUS

SECTION 7.1            Complete Agreement; Construction..................................................   39
SECTION 7.2            Ancillary Agreements..............................................................   39
SECTION 7.3            Counterparts......................................................................   39
SECTION 7.4            Survival of Agreements............................................................   39
SECTION 7.5            Distribution Expenses.............................................................   39
SECTION 7.6            Notices...........................................................................   40
</TABLE>



                                     -ii-
<PAGE>   4

<TABLE>
<S>                    <C>                                                                                  <C>
SECTION 7.7            Waivers..............................................................................40
SECTION 7.8            Amendments...........................................................................40
SECTION 7.9            Assignment...........................................................................41
SECTION 7.10           Successors and Assigns...............................................................41
SECTION 7.11           Termination..........................................................................41
SECTION 7.12           Subsidiaries.........................................................................41
SECTION 7.13           Third Party Beneficiaries............................................................41
SECTION 7.14           Title and Headings...................................................................41
SECTION 7.15           Exhibits and Schedules...............................................................41
SECTION 7.16           GOVERNING LAW........................................................................41
SECTION 7.17           Consent to Jurisdiction..............................................................42
SECTION 7.18           Severability.........................................................................42
SECTION 7.19           Consolidation, Merger, Etc. Involving Lanier.........................................42
SECTION 7.20           Consolidation, Merger, Etc. Involving Harris.........................................43

Exhibit A              Corporate Restructuring Transactions
Exhibit B              Employee Benefits and Compensation Allocation Agreement
Exhibit C              Intellectual Property Agreement
Exhibit D              [Intentionally Left Blank]
Exhibit E              Lanier Subsidiaries
Exhibit F              Registration Rights Agreement
Exhibit G              Tax Disaffiliation Agreement
Exhibit H              Transition Services Agreement
Exhibit I              Harris Information Statement Indemnification Statements
Exhibit J              List of Contracts Between Harris and Lanier
Exhibit K              Ancillary Workers Compensation Agreement

Schedule 1.1(a)        Litigation
Schedule 2.2(b)(i)     Payment Items
Schedule 2.2(b)(ii)    Credit Items
Schedule 2.4(a)(i)     Deduction Items
Schedule 2.4(a)(ii)    Increase Items
Schedule 2.9(a)        Guarantees
</TABLE>



                                     -iii-
<PAGE>   5

                       AGREEMENT AND PLAN OF DISTRIBUTION


                  This AGREEMENT AND PLAN OF DISTRIBUTION (this "Agreement"),
is dated as of October 22, 1999, by and between Harris Corporation, a Delaware
corporation ("Harris"), and Lanier Worldwide, Inc., a Delaware corporation and,
prior to the Distribution (as defined herein), a wholly owned subsidiary of
Harris ("Lanier").

                  WHEREAS, Harris, acting through the Lanier Group (as defined
herein), currently conducts a number of businesses, including providing office
products and document management solutions, and in the past has conducted a
number of other businesses through the Lanier Group or its predecessors which
have been discontinued, sold or transferred (all such businesses collectively,
the "Lanier Business");

                  WHEREAS, Harris has determined to take certain steps to
transfer certain Assets (as defined herein) to Lanier and have Lanier assume
certain Liabilities (as defined herein) of Harris and Lanier has determined to
take certain steps to transfer certain Assets to Harris and have Harris assume
certain Liabilities of Lanier;

                  WHEREAS, the Board of Directors of Harris has authorized the
distribution to the holders of the issued and outstanding shares of common
stock, par value $1.00 per share, of Harris (the "Harris Common Stock") as of
the record date of approximately 90% of the issued and outstanding shares of
common stock, par value $0.01 per share, of Lanier (the "Lanier Common Stock"),
together with the associated preferred stock purchase rights (each share of
such stock, together with the associated preferred stock purchase right, a
"Lanier Share"), on the basis of one Lanier Share for each share of Harris
Common Stock (the "Distribution"); and

                  WHEREAS, the parties hereto have determined to set forth the
principal corporate and other transactions required to effect the Distribution
and to set forth other agreements that will govern certain other matters prior
to and following the Distribution.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, the parties hereby agree as follows:
<PAGE>   6
                                   ARTICLE I.

                                  DEFINITIONS

                  SECTION 1.1      General. Unless otherwise defined herein or
unless the context otherwise requires, as used in this Agreement, the following
terms shall have the following meanings:

                  "Action" shall mean any demand, action, suit, arbitration,
         inquiry, proceeding or investigation by or before any Governmental
         Authority or any arbitration or mediation tribunal.

                  "Affiliate" shall mean, when used with respect to any
         specified Person, a Person that directly or indirectly controls, is
         controlled by, or is under common control with such specified Person;
         provided, however, that for purposes of this Agreement, any Person who
         was a member of both Groups prior to the Distribution shall be deemed
         to be an Affiliate only of the Group of which such Person is a member
         following the Distribution. As used herein, "control" means the
         possession, directly or indirectly, of the power to direct or cause
         the direction of the management and policies of such Person, whether
         through the ownership of voting securities or other interests, by
         contract or otherwise. Any contrary provision of this Agreement
         notwithstanding, neither Harris nor any of its Subsidiaries shall be
         deemed to be an Affiliate of Lanier.

                  "Agent" shall have the meaning set forth in Section 2.1(b) of
         this Agreement.

                  "Agreement" shall have mean this Agreement.

                  "Agreement Disputes" shall have the meaning set forth in
         Section 5.1 of this Agreement.

                  "Ancillary Agreements" shall mean all of the written
         agreements, instruments, understandings, assignments or other
         arrangements (other than this Agreement) entered into by the parties
         hereto or any other member of their respective Groups in connection
         with the transactions contemplated hereby, including the Conveyancing
         and Assumption Instruments, the Employee Benefits Compensation and
         Allocation Agreement, the Intellectual Property Agreement, the
         Registration Rights Agreement, the Tax Disaffiliation Agreement, the
         Transition Services Agreement, the Ancillary Workers Compensation
         Agreement and the Subleases.

                  "Ancillary Workers Compensation Agreement" shall mean the
         Ancillary Workers Compensation Agreement by and between Harris and
         Lanier, which



                                      -2-
<PAGE>   7

         agreement shall be entered into prior to the Distribution Date in the
         form attached hereto as Exhibit K.

                  "Applicable Rate" shall mean the rate of interest per annum
         announced from time to time by Citibank, N.A., as its prime lending
         rate.

                  "Assets" shall mean assets, properties and rights, wherever
         located (including in the possession of vendors or other third parties
         or elsewhere), whether real, personal or mixed, tangible, intangible
         or contingent, in each case whether or not recorded or reflected or
         required to be recorded or reflected on the books and records or
         financial statements of any Person, including the following:

                           (i)     all accounting and other books, records and
                  files whether in paper, microfilm, microfiche, computer tape
                  or disc, magnetic tape or any other form;

                           (ii)    all apparatus, computers and other
                  electronic data processing equipment, fixtures, machinery,
                  equipment, furniture, office equipment, automobiles, trucks,
                  aircraft and other transportation equipment, special and
                  general tools, test devices, prototypes and models and other
                  tangible personal property;

                           (iii)   all inventories of materials, parts, raw
                  materials, supplies, work-in-process and finished goods and
                  products;

                           (iv)    all interests in real property of whatever
                  nature, including easements, whether as owner, mortgagee or
                  holder of a security interest in real property, lessor,
                  sublessor, lessee, sublessee or otherwise;

                           (v)     all interests in any capital stock or other
                  equity interests of any Subsidiary or any other Person, all
                  bonds, notes, debentures or other securities issued by any
                  Subsidiary or any other Person, all loans, advances or other
                  extensions of credit or capital contributions to any
                  Subsidiary or any other Person and all other investments in
                  securities of any Person;

                           (vi)    all license agreements, leases of personal
                  property, open purchase orders for raw materials, supplies,
                  parts or services, unfilled orders for the manufacture and
                  sale of products and other contracts, agreements or
                  commitments (collectively, "Contracts");

                           (vii)   all deposits, letters of credit and
                  performance and surety bonds;



                                      -3-
<PAGE>   8

                           (viii)  all written technical information, data,
                  specifications, research and development information,
                  engineering drawings, operating and maintenance manuals, and
                  materials and analyses prepared by consultants and other
                  Third Parties;

                           (ix)    all domestic and foreign patents,
                  copyrights, trade names, trademarks, service marks and
                  registrations and applications for any of the foregoing, mask
                  works, trade secrets, inventions, data bases, other
                  proprietary information and licenses from Third Parties
                  granting the right to use any of the foregoing;

                           (x)     all computer applications, programs and
                  other software, including operating software, network
                  software, firmware, middleware, design software, design
                  tools, systems documentation and instructions;

                           (xi)    all cost information, sales and pricing data,
                  customer prospect lists, supplier records, customer and
                  supplier lists, customer and vendor data, correspondence and
                  lists, product literature, artwork, design, development and
                  manufacturing files, vendor and customer drawings,
                  formulations and specifications, quality records and reports
                  and other books, records, studies, surveys, reports, plans
                  and documents;

                           (xii)   all prepaid expenses, trade accounts and
                  other accounts and notes receivable;

                           (xiii)  all rights under contracts or agreements,
                  all claims or rights against any Person arising from the
                  ownership of any asset, all rights in connection with any
                  bids or offers and all claims, choses in action or similar
                  rights, whether accrued or contingent;

                           (xiv)   all rights under insurance policies and all
                  rights in the nature of insurance, indemnification or
                  contribution;

                           (xv)    all licenses, permits, approvals and
                  authorizations which have been issued by any Governmental
                  Authority;

                           (xvi)   cash or cash equivalents, bank accounts,
                  lock boxes and other deposit arrangements; and

                           (xvii)  interest rate, currency, commodity or other
                  swap, collar, cap or other hedging or similar agreements or
                  arrangements.

                  "Assignee" shall have the meaning set forth in Section 2.1(f)
         of this Agreement.



                                      -4-
<PAGE>   9

                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banking institutions located in
         The City of New York are authorized or obligated by law or executive
         order to close.

                  "Calculation" shall have the meaning set forth in Section
         2.3(a) of this Agreement.

                  "Cash Payment" shall have the meaning set forth in Section
         2.2(a) of this Agreement.

                  "Claims Administration" shall mean the processing of claims
         made under the Harris Shared Policies, including the reporting of
         claims to the insurance carriers, management and defense of claims and
         providing for appropriate releases upon settlement of claims.

                  "Closing Payment" shall have the meaning set forth in
         Section 2.2(b) of this Agreement.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended, and the Treasury regulations promulgated thereunder,
         including any successor legislation.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Contracts" shall have the meaning set forth in the
         definition of Assets.

                  "Conveyancing and Assumption Instruments" shall mean,
         collectively, the various agreements, instruments and other documents
         to be or heretofore entered into to effect the Corporate Restructuring
         Transactions or otherwise to effect the transfer of Assets and the
         assumption of Liabilities in the manner contemplated by this
         Agreement, the Ancillary Agreements and the Corporate Restructuring
         Transactions.

                  "Corporate Restructuring Transactions" shall mean,
         collectively, (a) each of the mergers, transfers, conveyances,
         contributions, assignments, dividends, assumptions, redemptions,
         purchases and other transactions described and set forth on Exhibit A
         attached hereto, and (b) such other mergers, transfers, conveyances,
         contributions, assignments, dividends, assumptions, redemptions,
         purchases and other transactions that may be appropriate or required
         to be accomplished, effected or consummated by Harris or Lanier or any
         of their respective Subsidiaries and Affiliates so that: (i) the
         Lanier Assets, Lanier Liabilities and Lanier Business shall be owned,
         directly or indirectly, by Lanier after giving effect to the
         Distribution; and (ii) the Harris Assets, Harris Liabilities and
         Harris Business shall be owned, directly or indirectly, by Harris
         after giving effect to the Distribution.



                                      -5-
<PAGE>   10

                  "Credit Items" shall have the meaning set forth in Section
         2.2(b) of this Agreement.

                  "Deduction Items" shall have the meaning set forth in Section
         2.4(a) of this Agreement.

                  "Distribution" shall have the meaning set forth in the
         recitals to this Agreement.

                  "Distribution Date" shall mean such date as may be determined
         by the Board of Directors of Harris, or such committee of such Board
         of Directors as shall be designated by the Board of Directors of
         Harris, as the date as of which the Distribution shall be effected.

                  "Distribution Record Date" shall mean such date as may be
         determined by the Board of Directors of Harris, or such committee of
         such Board of Directors as shall be designated by the Board of
         Directors of Harris, as the record date for the Distribution.

                  "Effective Time" shall mean 11:59 p.m., New York City time,
         on the Distribution Date.

                  "Employee Benefits Compensation and Allocation Agreement"
         shall mean the Employee Benefits Compensation and Allocation Agreement
         by and between Harris and Lanier, which agreement shall be entered
         into prior to or on the Distribution Date in the form attached hereto
         as Exhibit B.

                  "Environmental Laws" shall mean any and all federal, state,
         local and foreign statutes, laws, regulations, ordinances, rules,
         principles of common law, judgments, orders, decrees, permits,
         concessions, grants, franchises, licenses, agreements or other
         governmental restrictions (including without limitation the
         Comprehensive Environmental Response, Compensation and Liability Act,
         42 U.S.C. 9601, et seq.), whether now or hereafter in existence,
         relating to the environment, natural resources, human health or
         safety, endangered or threatened species of fish, wildlife and plants,
         or to emissions, discharges or releases of pollutants, contaminant,
         petroleum or petroleum products, chemicals or industrial, toxic or
         hazardous substances or wastes into the environment (including without
         limitation indoor or outdoor air, surface water, groundwater and
         surface or subsurface soils), or otherwise relating to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of pollutants, contaminants, petroleum
         or petroleum products, chemicals or industrial, toxic or hazardous
         substances or wastes or the investigation, cleanup or other
         remediation thereof.



                                      -6-
<PAGE>   11

                  "Ernst & Young" shall have the meaning set forth in Section
         2.3(a) of this Agreement.

                  "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended, together with the rules and regulations promulgated
         thereunder.

                  "Governmental Authority" shall mean any federal, state,
         local, foreign or international court, government, department,
         commission, board, bureau, agency, official, the NYSE or other
         regulatory, administrative or governmental authority.

                  "Group" shall mean with respect to Harris, the Harris Group
         and, with respect to Lanier, the Lanier Group.

                  "Harris" shall have the meaning set forth in the preamble to
         this Agreement.

                  "Harris Accounts Payable" shall mean all of the accounts
         payable arising from or out of the provision of goods or services to
         any member of the Harris Group by any member of the Lanier Group under
         the contracts or agreements set forth in Exhibit J.

                  "Harris Assets" shall mean, collectively, all the rights and
         Assets owned or held by Harris or any Harris Subsidiary after giving
         effect to the Corporate Restructuring Transactions, except the Lanier
         Assets.

                  "Harris Business" shall mean each and every business
         conducted at any time by Harris or any subsidiary controlled by
         Harris, except the Lanier Business.

                  "Harris Common Stock" shall have the meaning set forth in the
         recitals to this Agreement.

                  "Harris Group" shall mean Harris and each Person (other than
         any member of the Lanier Group) that is a Harris Subsidiary.

                  "Harris Indemnitee" shall mean:

                           (i)     Harris and each Affiliate thereof after
                  giving effect to the Corporate Restructuring Transactions and
                  the Distribution; and

                           (ii)    each of the respective past, present and
                  future directors, officers, members, employees and agents of
                  any of the entities described in the immediately preceding
                  clause (i) and each of the heirs, executors, successors and
                  assigns of any of such directors, officers, members,
                  employees and agents, except in the case of clauses (i) and
                  (ii), the Lanier Indemnitees.



                                      -7-
<PAGE>   12

                  "Harris Liabilities" shall mean collectively, all obligations
         and Liabilities of Harris or any Harris Subsidiary after giving effect
         to the Corporate Restructuring Transactions, except the Lanier
         Liabilities.

                  "Harris Policies" shall mean all Policies, current or past,
         that are owned or maintained by or on behalf of Harris or any Harris
         Subsidiary that do not relate to the Lanier Business.

                  "Harris Shared Policies" shall mean all Policies, current or
         past, which are owned or maintained by or on behalf of Harris or any
         Harris Subsidiary which provide coverage for the Lanier Business,
         other than Lanier Policies.

                  "Harris Subsidiaries" shall mean all of the Subsidiaries of
         Harris other than Lanier and the Lanier Subsidiaries.

                  "Indemnifiable Losses" shall mean any and all losses,
         liabilities, claims, damages, demands, costs or expenses (including
         reasonable attorneys' fees and any and all out-of-pocket expenses)
         reasonably incurred in investigating, preparing for or defending
         against any Actions or potential Actions or in settling any Action or
         potential Action or in satisfying any judgment, fine or penalty
         rendered in or resulting from any Action.

                  "Indemnifying Party" shall have the meaning set forth in
         Section 3.3 of this Agreement.

                  "Indemnitee" shall have the meaning set forth in Section 3.3
         of this Agreement.

                  "Information Statement" shall mean the Information Statement
         filed with the Commission as part of the Registration Statement and
         mailed to the holders of shares of Harris Common Stock in connection
         with the Distribution, including any amendments or supplements
         thereto.

                  "Insurance Administration" shall mean, with respect to each
         Harris Shared Policy, the accounting for premiums,
         retrospectively-rated premiums, defense costs, indemnity payments,
         deductibles and retentions, as appropriate, under the terms and
         conditions of each of the Harris Shared Policies; and the reporting to
         excess insurance carriers of any losses or claims which may cause the
         per-occurrence, per claim or aggregate limits of any Harris Shared
         Policy to be exceeded, and the distribution of Insurance Proceeds as
         contemplated by this Agreement.



                                      -8-
<PAGE>   13

                  "Insurance Proceeds" shall mean those monies (i) received by
         an insured from an insurance carrier or (ii) paid by an insurance
         carrier on behalf of an insured.

                  "Insured Claims" shall mean those Liabilities that,
         individually or in the aggregate, are covered within the terms and
         conditions of any of the Harris Shared Policies, whether or not
         subject to deductibles, co-insurance, uncollectibility or
         retrospectively-rated premium adjustments.

                  "Intellectual Property Agreement" shall mean the Intellectual
         Property Agreement by and between Harris and Lanier, which Agreement
         shall be entered into prior to or on the Distribution Date in the form
         attached hereto as Exhibit C.

                  "Intercompany Receivables" shall have the meaning set forth
         in Section 2.4(b) of this Agreement.

                  "IRS" shall mean the Internal Revenue Service.

                  "Lanier Assets" shall mean collectively, all the rights and
         Assets that are owned by Lanier or any Lanier Subsidiaries as of the
         close of business on the Distribution Date and after giving effect to
         the Corporate Restructuring Transactions, including:

                           (i)     the capital stock of the Lanier
                  Subsidiaries;

                           (ii)    all of the Assets reflected on the Lanier
                  Pro Forma Balance Sheet or the accounting records supporting
                  such balance sheet that are to be owned by Lanier or any of
                  the Lanier Subsidiaries as of the close of business on the
                  Distribution Date;

                           (iii)   all of the Assets expressly allocated to
                  Lanier or any of the Lanier Subsidiaries under this Agreement
                  or any of the Ancillary Agreements; and

                           (iv)    any other Asset acquired by Harris or any of
                  the Harris Subsidiaries from the date of the Lanier Pro Forma
                  Balance Sheet to the close of business on the Distribution
                  Date that is owned by Harris, any of the Harris Subsidiaries,
                  Lanier or any of the Lanier Subsidiaries as of the close of
                  business on the Distribution Date and that is of a nature or
                  type that would have resulted in such Asset being included as
                  an Asset on the Lanier Pro Forma Balance Sheet had it been
                  acquired on or prior to the date of the Lanier Pro Forma
                  Balance Sheet, determined on a basis consistent with the
                  determination of the Assets included on the Lanier Pro Forma
                  Balance Sheet. No Asset shall be deemed a Lanier Asset solely
                  as a result of this clause (iv) unless a claim with respect
                  thereto is made by



                                      -9-
<PAGE>   14

                  Lanier on or prior to the first anniversary of the
                  Distribution Date. As a clarification, no asset or portion
                  thereof held by Harris in any "rabbi trust" shall be deemed
                  to be a Lanier Asset.

                  "Lanier Business" shall have the meaning set forth in the
         recitals to this Agreement.

                  "Lanier Common Stock" shall have the meaning set forth in the
         recitals to this Agreement.

                  "Lanier Group" shall mean Lanier, the Lanier Subsidiaries and
         the corporations, partnerships and other entities which are
         contemplated to remain or become a Subsidiary of Lanier in connection
         with the Corporate Restructuring Transactions and the Distribution.

                  "Lanier Indemnitees" shall mean:

                           (i)     Lanier and each Affiliate thereof after
                  giving effect to the Corporate Restructuring Transactions and
                  the Distribution; and

                           (ii)    each of the respective past, present and
                  future directors, officers, members, employees and agents of
                  any of the entities described in the immediately preceding
                  clause (i) and each of the heirs, executors, successors and
                  assigns of any of such directors, officers, members,
                  employees and agents.

                  "Lanier Liabilities" shall mean:

                           (i)     any and all Liabilities that are expressly
                  contemplated by this Agreement or any Ancillary Agreement (or
                  the Schedules hereto or thereto) as Liabilities to be assumed
                  by Lanier or any member of the Lanier Group, and all
                  agreements, obligations and Liabilities of any member of the
                  Lanier Group under this Agreement or any of the Ancillary
                  Agreements;

                           (ii)    all Liabilities (other than Taxes and any
                  employee-related Liabilities which are specifically covered
                  by the Tax Disaffiliation Agreement and the Employee Benefits
                  Compensation and Allocation Agreement, respectively),
                  primarily relating to, arising out of or resulting from:

                                   (A)  the operation of the Lanier Business
                           (including any discontinued business or any business
                           which has been sold or transferred), as conducted at
                           any time prior to, on or after the Distribution Date
                           (including any Liability relating to, arising out of



                                     -10-
<PAGE>   15

                           or resulting from any act or failure to act by any
                           director, officer, employee, agent or representative
                           (whether or not such act or failure to act is or was
                           within such Person's authority));

                                   (B)  the operation of any business
                           conducted by Lanier or any Lanier Subsidiary at any
                           time after the Distribution Date (including any
                           Liability relating to, arising out of or resulting
                           from any act or failure to act by any director,
                           officer, employee, agent or representative (whether
                           or not such act or failure to act is or was within
                           such Person's authority)); or

                                   (C)  any Lanier Assets; whether arising
                           before, on or after the Distribution Date; or

                           (iii)   all Liabilities reflected as liabilities or
                  obligations on the Lanier Pro Forma Balance Sheet or the
                  accounting records supporting such balance sheet, and all
                  Liabilities arising or assumed after the date of such balance
                  sheet which, had they arisen or been assumed on or before
                  such date and been retained as of such date, would have been
                  reflected on such balance sheet, subject to any discharge of
                  such Liabilities subsequent to the date of the Lanier Pro
                  Forma Balance Sheet.

                  Notwithstanding the foregoing, the Lanier Liabilities shall
         not include: (y) any Liabilities that are expressly contemplated by
         this Agreement or any Ancillary Agreement (or the Schedules hereto or
         thereto) as Liabilities to be retained or assumed by Harris or any
         member of the Harris Group; or (z) all agreements and obligations of
         any member of the Harris Group under this Agreement or any of the
         Ancillary Agreements. Any contrary provision of this Agreement
         notwithstanding, any Liabilities or Losses in respect of any
         litigation or similar proceeding relating to the Lanier Business,
         including without limitation the matters set forth on Schedule 1.1,
         shall constitute Lanier Liabilities.

                  "Lanier Policies" shall mean all Policies, current or past,
         which are owned or maintained by or on behalf of Harris or any Harris
         Subsidiary, which relate specifically to the Lanier Business but do
         not relate to the Harris Business, and which Policies are either
         maintained by Lanier or a member of the Lanier Group or assignable to
         Lanier or a member of the Lanier Group.

                  "Lanier Pro Forma Balance Sheet" shall mean the combined pro
         forma balance sheet of the Lanier Group, including the notes thereto,
         as of July 2, 1999 included in the Information Statement at the time
         at which the Registration Statement is declared effective.

                  "Lanier Share" shall have the meaning set forth in the
         recitals to this Agreement.



                                     -11-
<PAGE>   16

                  "Lanier Subsidiaries" shall mean all of the Subsidiaries
         listed on Exhibit E.

                  "Law" shall mean all laws, statutes and ordinances and all
         regulations, rules and other pronouncements of Governmental
         Authorities having the effect of law of the United States, any foreign
         country, or any domestic or foreign state, province, commonwealth,
         city, country, municipality, territory, protectorate, possession or
         similar instrumentality, or any Governmental Authority thereof.

                  "Liabilities" shall mean any and all debts, liabilities,
         obligations, responsibilities, response actions, losses, damages
         (whether compensatory, punitive or treble), fines, penalties and
         sanctions, absolute or contingent, matured or unmatured, liquidated or
         unliquidated, foreseen or unforeseen, joint, several or individual,
         asserted or unasserted, accrued or unaccrued, known or unknown,
         whenever arising, including without limitation those arising under or
         in connection with any Law (including any Environmental Law), Action,
         threatened Action, order or consent decree of any Governmental
         Authority or any award of any arbitration tribunal, and those arising
         under any contract, guarantee, commitment or undertaking, whether
         sought to be imposed by a Governmental Authority, private party, or
         party to this Agreement, whether based in contract, tort, implied or
         express warranty, strict liability, criminal or civil statute, or
         otherwise, and including any costs, expenses, interest, attorneys'
         fees, disbursement and expense of counsel, expert and consulting fees
         and costs related thereto or to the investigation or defense thereof.

                  "Losses" shall mean all losses, liabilities, damages, claims,
         demands, judgments or settlements of any nature or kind, known or
         unknown, fixed, accrued, absolute or contingent, liquidated or
         unliquidated, including all reasonable costs and expenses (legal,
         accounting or otherwise as such costs are incurred) relating thereto,
         suffered by an Indemnitee.

                  "Notices" shall have the meaning set forth in Section 7.6 of
         this Agreement.

                  "NYSE" shall mean the New York Stock Exchange, Inc.

                  "Payment Items" shall have the meaning set forth in Section
         2.2(b) of this Agreement.

                  "Person" shall mean any natural person, corporation, business
         trust, limited liability company, joint venture, association, company,
         partnership or government, or any agency or political subdivision
         thereof.



                                     -12-
<PAGE>   17

                  "Policies" shall mean insurance policies and insurance
         contracts of any kind (other than life and benefits policies or
         contracts), including primary, excess and umbrella policies, master
         comprehensive general liability policies, director and officer
         liability, fiduciary liability, automobile, aircraft, property and
         casualty, workers' compensation and employee dishonesty insurance
         policies, bonds and self-insurance and captive insurance company
         arrangements, together with the rights, benefits and privileges
         thereunder.

                  "Post-Distribution Adjustment" shall have the meaning set
         forth in Section 2.3(a) of this Agreement.

                  "Records" shall have the meaning set forth in Section 4.1 of
         this Agreement.

                  "Registration Rights Agreement" shall mean the Registration
         Rights Agreement by and between Harris and Lanier, which agreement
         shall be entered into prior to or on the Distribution Date in the form
         attached hereto as Exhibit F.

                  "Registration Statement" shall mean the registration
         statement on Form 10 to effect the registration of the Lanier Common
         Stock pursuant to the Exchange Act.

                  "Representative" shall mean, with respect to any Person, any
         of such Person's directors, officers, employees, agents, consultants,
         advisors, accountants, attorneys and representatives.

                  "Resolution Period" shall have the meaning set forth in
         Section 2.3(a) of this Agreement.

                  "Retained Shares" shall have the meaning set forth in Section
         2.1(b) of this Agreement.

                  "Rules" shall have the meaning set forth in Section 5.3 of
         this Agreement.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, together with the rules and regulations promulgated
         thereunder.

                  "Subleases" shall mean the subleases and leases by and
         between members of the Harris Group and members of the Lanier Group,
         which subleases and leases shall be entered into prior to the
         Distribution Date in such form as is agreed to by Harris and Lanier.

                  "Subsidiary" shall mean with respect to any specified Person,
         any corporation or other legal entity of which such Person or any of
         its Subsidiaries controls or owns, directly or indirectly, more than
         50% of the stock or other



                                     -13-
<PAGE>   18

         equity interest entitled to vote on the election of members to the
         board of directors or similar governing body.

                  "tax" shall have the meaning set forth in the Tax
         Disaffiliation Agreement.

                  "Tax Disaffiliation Agreement" shall mean the Tax
         Disaffiliation Agreement by and between Harris and Lanier, which
         agreement shall be entered into prior to or on the Distribution Date
         in the form attached hereto as Exhibit G.

                  "Third Party" shall mean a Person who is not a party hereto
         or a Subsidiary thereof.

                  "Third Party Claim" shall have the meaning set forth in
         Section 3.3 of this Agreement.

                  "Transition Services Agreement" shall mean the Transition
         Services Agreement by and between Harris and Lanier, which agreement
         shall be entered into prior to or on the Distribution Date in the form
         attached hereto as Exhibit H.

                  "Unresolved Changes" shall have the meaning set forth in
         Section 2.3(a) of this Agreement.

                  SECTION 1.2      Reference; Interpretation. References in
this Agreement to any gender include references to all genders, and references
to the singular include references to the plural and vice versa. The words
"include", "includes" and "including" when used in this Agreement shall be
deemed to be followed by the phrase "without limitation." Unless the context
otherwise requires, references in this Agreement to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement. Unless the context otherwise
requires, the words "hereof", "hereby" and "herein" and words of similar
meaning when used in this Agreement refer to this Agreement in its entirety and
not to any particular Article, Section or provision of this Agreement. Neither
this Agreement nor any Ancillary Agreement shall be construed against either
party as the principal draftsperson hereof or thereof.

                                  ARTICLE II.

                     DISTRIBUTION AND OTHER TRANSACTIONS;
                               CERTAIN COVENANTS



                  SECTION 2.1      The Distribution and Other Transactions. (b)
Certain Transactions. On or prior to the Distribution Date:



                                     -14-
<PAGE>   19

                           (i)     Harris shall, on behalf of the Harris Group,
         transfer or cause to be transferred to Lanier or another member of the
         Lanier Group by means of the Corporate Restructuring Transactions,
         effective prior to or as of the Effective Time, all of Harris' and the
         Harris Subsidiaries' right, title and interest in the Lanier Assets.

                           (ii)    Lanier shall, on behalf of the Lanier Group,
         transfer or cause to be transferred to Harris or another member of the
         Harris Group by means of the Corporate Restructuring Transactions,
         effective prior to or as of the Effective Time, all of Lanier's and
         the Lanier Subsidiaries' right, title and interest in the Harris
         Assets.

                           (iii)   To the extent not indicated by the Corporate
         Restructuring Transactions or otherwise agreed by the parties hereto,
         Harris shall be entitled to designate the entity within each party's
         respective Group to which any Assets are to be transferred pursuant to
         this Section 2.1(a) upon the approval of Lanier, which approval shall
         not be unreasonably withheld, delayed or conditioned.

                  (b)      Issuance to Harris. (i) On or prior to the
Distribution Date, Lanier shall issue and deliver to Harris a certificate or
certificates registered in the name of Harris required to effect the
transactions set forth on Exhibit A. Each Lanier Share delivered by Lanier to
Harris shall be validly issued, fully paid and nonassessable and free of any
preemptive (or similar) rights. Lanier hereby represents and warrants that on
the Distribution Date and prior to the Effective Time, Harris will own all of
the outstanding Lanier Shares.

                           (ii)    Harris shall deliver to Harris' stock
         transfer agent (the "Agent") the share certificates representing the
         Lanier Shares issued to Harris by Lanier pursuant to Section 2.1(b)(i)
         which are to be issued in the Distribution, endorsed by Harris in
         blank, for the benefit of the holders of Harris Common Stock, and
         Harris shall instruct the Agent to distribute, on or as soon as
         practicable following the Distribution Date, such Common Stock to
         holders of record of shares of Harris Common Stock on the Distribution
         Record Date as further contemplated by the Information Statement and
         hereby. Lanier shall provide any share certificates that the Agent
         shall require in order to effect the Distribution.

                           (iii)   The Lanier Shares issued in the Distribution
         will be distributed only pursuant to a book entry system. Harris shall
         instruct the Agent to deliver the Lanier Shares previously delivered
         to the Agent to a depositary and to mail to each holder of record of
         Harris Common Stock on the Distribution Record Date, a statement of
         the whole Lanier Shares credited to such holder's account. If
         following the Distribution a holder of Lanier Common Stock requests
         physical certificates instead of participating in the book entry
         system, the Agent will issue certificates for such shares, but only
         for whole numbers of Lanier



                                     -15-
<PAGE>   20

         Shares. Cash will be given to holders of fractional shares of Harris
         Common Stock on the Distribution Date in lieu of any fractional Lanier
         Shares. The Agent will aggregate all fractional Lanier Shares into
         whole Lanier Shares and sell the whole Lanier Shares obtained thereby
         in the open market at then prevailing prices as soon as practicable
         after the Distribution Date on behalf of holders who would otherwise
         be entitled to receive such fractional share interests and will
         distribute to each such holder such holder's ratable share of the
         proceeds of such sale, net of brokerage commission incurred in such
         sales, as soon as practicable after the Distribution Date.

                           (iv)    The shares to be retained by Harris (the
         "Retained Shares") will initially be held by Harris or one of its
         Affiliates pursuant to the book entry system. Harris shall instruct
         the Agent to deliver the Retained Shares to a depositary and to mail
         to Harris a statement of the shares of Lanier Common Stock credited to
         Harris' account.

                  (c)      Charter; Bylaws; Rights Plan. On or prior to the
Distribution Date, Lanier and Harris shall have taken all necessary actions to
provide for the adoption of the form of Restated Certificate of Incorporation
and Bylaws and the execution and delivery of a Stockholder Protection Rights
Agreement, between Lanier and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, in substantially the form filed by Lanier with the Commission as
exhibits to the Registration Statement.

                  (d)      Directors. On or prior to the Distribution Date,
Harris and Lanier shall have taken all necessary action to cause the Board of
Directors of Lanier to consist of the individuals identified in the Information
Statement as directors of Lanier.

                  (e)      Certain Licenses and Permits. Without limiting the
generality of the obligations set forth in Section 2.1(a), on or prior to the
Distribution Date or as soon as reasonably practicable thereafter:

                           (i)     Harris shall use its commercially reasonable
         best efforts to transfer or cause to be transferred all transferable
         licenses, permits and authorizations issued by any Governmental
         Authority which relate solely to the Lanier Business but which are
         held in the name of any member of the Harris Group, or in the name of
         any employee, officer, director, stockholder or agent of any such
         member, or otherwise, on behalf of a member of the Lanier Group to the
         appropriate member of the Lanier Group; and

                           (ii)    Lanier shall use its commercially reasonable
         best efforts to transfer or cause to be transferred all transferable
         licenses, permits and authorizations issued by Governmental
         Authorities which relate primarily to the Harris Business but which
         are held in the name of any member of the Lanier Group, or in the name
         of any employee, officer, director, stockholder, or agent of



                                     -16-
<PAGE>   21

         any such member, or otherwise, on behalf of a member of the Harris
         Group to the appropriate member of the Harris Group.

                  (f)      Transfer and Assignment of Certain Agreements.
Without limiting the generality of the obligations set forth in Section 2.1(a):

                           (i)     Harris hereby agrees that on or prior to the
         Distribution Date or as soon as reasonably practicable thereafter,
         subject to the limitations set forth in this Section 2.1(f), it will,
         and it will cause each member of the Harris Group to, assign, transfer
         and convey to the appropriate member of the Lanier Group all of
         Harris' or such member of the Harris Group's respective right, title
         and interest in and to any and all Contracts primarily related to the
         Lanier Business.

                           (ii)    Lanier hereby agrees that on or prior to the
         Distribution Date or as soon as reasonably practicable thereafter,
         subject to the limitations set forth in this Section 2.1(f), it will,
         and it will cause each member of the Lanier Group to, assign, transfer
         and convey to the appropriate member of the Harris Group all of
         Lanier's or such member of the Lanier Group's respective right, title
         and interest in and to any and all Contracts primarily related to the
         Harris Business.

                           (iii)   Subject to the provisions of this Section
         2.1(f), any agreement to which any of the parties hereto or any of
         their Subsidiaries is a party that inures to the benefit of more than
         one of the Harris Business and Lanier Business shall be assigned in
         part so that each party shall be entitled to the rights and benefits
         inuring to its business under such agreement.

                           (iv)    The assignee of any agreement assigned, in
         whole or in part, hereunder (an "Assignee") shall assume and agree to
         pay, perform, and fully discharge all obligations of the assignor
         under such agreement or, in the case of a partial assignment under
         paragraph (f)(iii), such Assignee's related portion of such
         obligations as determined in accordance with the terms of the relevant
         agreement, where determinable on the face thereof, and otherwise as
         determined in accordance with the practice of the parties prior to the
         Distribution.

                           (v)     Notwithstanding anything in this Agreement
         to the contrary, this Agreement shall not constitute an agreement to
         assign any agreement, in whole or in part, or any rights thereunder if
         the agreement to assign or attempt to assign, without the consent of a
         Third Party, would constitute a breach thereof or in any way adversely
         affect the rights of the assignor or Assignee thereof. Until such
         consent is obtained, or if an attempted assignment thereof would be
         ineffective or would adversely affect the rights of any party hereto
         so that the intended Assignee would not, in fact, receive all such
         rights, the parties will cooperate with each other in any arrangement
         designed to provide for the intended



                                     -17-
<PAGE>   22

         Assignee the benefits of, and to permit the intended Assignee to
         assume liabilities under, any such agreement.

                  (g)      Consents. The parties hereto shall use their
commercially reasonable efforts to obtain required consents to transfer and/or
assignment of licenses, permits and authorizations of Governmental Authorities
and consents to transfer and/or assignment of Contracts from Third Parties.

                  (h)      Certain Liabilities. For purposes of this Agreement,
including Article III hereof, Harris and Lanier agree that (i) any and all
Liabilities arising from or based upon misstatements in or omissions from the
Registration Statement or the Information Statement under the captions set
forth on Part 1 of Exhibit I to this Agreement (insofar as such information
relates to Harris or the terms of the Distribution) shall be deemed to be
Harris Liabilities and not Lanier Liabilities, (ii) 50 percent of any and all
Liabilities arising from or based upon misstatements in or omissions from the
Registration Statement or the Information Statement under the captions set
forth on Part 2 of Exhibit I to this Agreement shall be deemed to be Harris
Liabilities and 50 percent of such Liabilities shall be deemed to be Lanier
Liabilities, and (iii) any and all Liabilities arising from or based upon
misstatements in or omissions from the Registration Statement or the
Information Statement other than those specified in Sections 2.1(h)(i) and (ii)
shall be deemed to be Lanier Liabilities and not Harris Liabilities.

                  (i)      Election of Officers. On or prior to the
Distribution Date, Lanier shall take all actions necessary and desirable so
that as of the Distribution Date the officers of Lanier will be as set forth in
the Information Statement.

                  (j)      State Securities Laws. Prior to the Distribution
Date, Harris and Lanier shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of states or other political
subdivisions of the United States in order to effect the Distribution.

                  (k)      Listing Application; Notice to NYSE. (i) Prior to
the Distribution Date, Harris and Lanier shall prepare and file with the NYSE a
listing application and related documents and shall take all such other actions
with respect thereto as shall be necessary or desirable in order to cause the
NYSE to list on or prior to the Distribution Date, subject to official notice
of issuance, the Lanier Shares.

                           (ii)    Prior to the Distribution, Harris shall, to
         the extent possible, give the NYSE not less than ten days advance
         notice of the Distribution Record Date in compliance with Rule 10b-17
         under the Exchange Act.

                  (l)      Other Transactions. On or prior to the Distribution
Date, the parties hereto shall have consummated those other transactions in
connection with the Corporate Restructuring Transactions and the Distribution
that are contemplated by the Information Statement and not specifically
referred to in this Section 2.1.



                                     -18-
<PAGE>   23

                  SECTION 2.2      Cash Payment and Closing Payment.

                  (a)    Prior to the Distribution Date, Lanier shall pay to
Harris cash in the aggregate amount of $545,614,009 (the "Cash Payment"), which
is the sum of: (i) $700,000,000; plus (ii) cash and cash equivalents of Lanier
as of October 1, 1999; less (iii) the amount of indebtedness for borrowed money
of Lanier as of such date; and less (iv) amounts owed by Lanier under Lanier's
European asset securitization facility as of such date. Harris and Lanier
hereby agree that the amount of the Cash Payment shall not be subject to
alteration or modification, except to correct errors in the calculation of
particular items constituting elements of the foregoing formula.

                  (b)    Not fewer than five Business Days prior to the
Distribution Date, Harris shall prepare and deliver to Lanier an itemized
estimate of (i) the payment items set forth in Schedule 2.2(b)(i) (such items,
the "Payment Items") and (ii) the credit items set forth in Schedule 2.2(b)(ii)
(such items, the "Credit Items"), which estimate shall be prepared in good
faith on a basis consistent with Schedules 2.2(b)(i) and 2.2(b)(ii). On the
Business Day prior to the Distribution Date, (A) if the sum of such estimated
Payment Items equals or exceeds the sum of such estimated Credit Items, Lanier
will pay to Harris cash in the amount of such excess, if any, and (B) if the
sum of such estimated Credit Items exceeds the sum of such estimated Payment
Items, Harris will pay to Lanier cash in the amount of such excess (any such
payment required by this Section 2.2(b)(A) or (B), the "Closing Payment").

                  SECTION 2.3.     Post-Distribution Adjustment.

                  (a)    (i)       As soon as practicable, but in no event
         later than 90 days following the Distribution Date, Harris shall, on a
         basis consistent with the methods, principles, practices and policies
         set forth in Schedules 2.2(b)(i) and 2.2(b)(ii), prepare and deliver
         to Lanier an itemized calculation of the Payment Items and Credit
         Items (the "Calculation").

                         (ii)      During the preparation of the Calculation
         and the period of any review or dispute thereof, (A) Harris shall (i)
         provide Lanier and Lanier's authorized representatives with full
         access to the books, records, facilities and employees of Harris
         relating to the determination of the Payment Items and Credit Items,
         and (ii) cooperate fully with Lanier and Lanier's authorized
         representatives, including the provision on a timely basis of all
         information reasonably requested by Lanier, and (B) Lanier shall (i)
         provide Harris and Harris' authorized representatives with full access
         to the books, records, facilities and employees of Lanier, and (ii)
         cooperate fully with Harris and Harris' authorized representatives,
         including the provision on a timely basis of all information
         reasonably requested by Harris relating to the determination of the
         Payment Items and Credit Items.



                                     -19-
<PAGE>   24

                           (iii)   After receipt of the Calculation, Lanier
         shall have 30 days to review the Calculation, together with the
         workpapers used in the preparation thereof. In connection therewith,
         Lanier and its authorized representatives shall have full access to
         all relevant books, records and employees of Harris relating to the
         determination of the Payment Items and Credit Items. Unless Lanier
         delivers written notice to Harris on or prior to the 30th day after
         Lanier's receipt of the Calculation stating that Lanier has objections
         to the Calculation and describing any such objections with
         particularity, Lanier shall be deemed to have accepted and agreed to
         the Payment Items and Credit Items set forth therein. If Lanier
         notifies Harris in writing of its objections to the Calculation,
         Lanier and Harris shall, within 30 days (or such longer period as the
         parties may agree in writing) following the delivery of such written
         notice (the "Resolution Period"), attempt to resolve their
         differences, and any resolution by them as to any disputed amounts
         shall be final, binding and conclusive on the parties for all
         purposes.

                           (iv)    Any amounts remaining in dispute at the
         conclusion of the Resolution Period ("Unresolved Changes") shall be
         submitted to the office of Ernst & Young LLP located in New York, New
         York ("Ernst & Young") within 10 days after the expiration of the
         Resolution Period. Each party agrees to execute, if requested by Ernst
         & Young, an engagement letter containing reasonable terms. All fees
         and expenses relating to the work, if any, to be performed by Ernst &
         Young shall be borne pro rata by Harris and Lanier in proportion to
         the allocation of the dollar amount of the Unresolved Changes between
         Harris and Lanier made by Ernst & Young, such that the prevailing
         party shall pay the lesser portion of such fees and expenses. Ernst &
         Young shall act as an arbitrator to determine, based on the provisions
         of this Section 2.3(a), only the Unresolved Changes. Ernst & Young's
         determination of the Unresolved Changes shall be made within 30 days
         of the submission to Ernst & Young of the Unresolved Changes, shall be
         set forth in a written statement delivered by Ernst & Young to Harris
         and Lanier and shall be final, binding and conclusive on the parties
         for all purposes.

                           (v)     In the event that Harris and Lanier agree or
         are deemed to agree as to the Payment Items and Credit Items, then
         within five Business Days following such agreement (A) if the sum of
         the Payment Items, as determined in accordance with this Section 2.3,
         equals or exceeds the sum of the Credit Items, as so determined,
         Lanier will pay to Harris, or Harris will refund to Lanier, cash in an
         amount necessary to cause Harris to have received, as a result of the
         Closing Payment and the payment contemplated by this Section
         2.3(a)(v)(A), the exact amount of such excess, if any, and (B) if the
         sum of the Credit Items, as determined in accordance with this Section
         2.3, exceeds the sum of the Payment Items, as so determined, Harris
         will pay to Lanier, or Lanier will refund to Harris, cash in an amount
         necessary to cause Lanier to have received, as a result of the Closing
         Payment and the payment contemplated by this Section 2.3(a)(v)(B), the
         exact amount of such excess (any such payment required by this Section



                                     -20-
<PAGE>   25

         2.3(a)(v)(A) or (B), a "Post-Distribution Adjustment"). In the event
         that there are Unresolved Changes at the end of the Resolution Period,
         then (i) if Harris and Lanier agree that a Post-Distribution
         Adjustment is owed to one party regardless of the ultimate resolution
         of any Unresolved Changes, then the minimum amount which Harris and
         Lanier agree is owed to such party shall be paid within five Business
         Days after the end of the Resolution Period and any additional amounts
         owing to such party with respect to the Unresolved Changes shall be
         paid within five Business Days after resolution thereof by Ernst &
         Young and (ii) in all other cases, any and all payments shall be made
         within five Business Days after resolution of the Unresolved Changes
         by Ernst & Young.

                         (vi)      Any payments made pursuant to this Section
         2.2(b) shall be accompanied by interest at the Applicable Rate from
         the Distribution Date up to and including the date of payment, and
         payments not made when due accrue at the Applicable Rate plus 4% per
         annum.

                  SECTION 2.4      Intercompany Receivables.

                  (a)    Deduction Items and Increase Items. Not fewer than
five Business Days prior to the Distribution Date, Harris shall prepare and
deliver to Lanier an itemized estimate of the credit items (collectively, the
"Deduction Items") set forth on Schedule 2.4(a)(i) and the debit items
(collectively, the "Increase Items") set forth on Schedule 2.4(a)(ii). Prior to
the Distribution Date, (A) if the sum of the Deduction Items is equal to or
exceeds the sum of the Increase Items, Harris will cause the aggregate balance
of the intercompany payables owed by the Lanier Group to the Harris Group to be
reduced by an amount equal to the amount of such excess, if any, and (B) if the
sum of the Increase Items exceeds the sum of the Deduction Items, Harris and
Lanier will cause the aggregate balance of the intercompany payables owed by
the Lanier Group to be increased by an amount equal to the amount of such
excess. The parties agree that the Deduction Items and the Increase Items will
not be settled by means of cash transfers.

                  (b)    Intercompany Receivables. Prior to the Effective Time,
(i) Lanier shall cause all intercompany receivables, payables and loans (other
than receivables, payables and loans otherwise specifically provided for
hereunder, including without limitation the Harris Accounts Payable, or under
any Ancillary Agreement, including payables created or required hereby or by
any Ancillary Agreement) (collectively, "Intercompany Receivables") owed by
Harris or any other member of the Harris Group located in the United States to
Lanier or any member of the Lanier Group to be forgiven, canceled and
terminated as of the Distribution Date, without the payment of any
consideration therefor; (ii) Harris shall cause all Intercompany Receivables
owed by Lanier or any member of the Lanier Group located in the United States
to Harris or any other member of the Harris Group to be forgiven, canceled and
terminated as of the Distribution Date without the payment of any consideration
therefor; (iii) Harris shall cause all Intercompany Receivables owed by any
other member of the Harris Group located outside the United States to Lanier or
any member of the Lanier Group to be paid



                                     -21-
<PAGE>   26

and discharged in full in accordance with their respective terms; and (iv)
Lanier shall cause all Intercompany Receivables owed by any member of the
Lanier Group located outside the United States to Harris or any member of the
Harris Group to be paid and discharged in full in accordance with their
respective terms.

                  SECTION 2.5      Assumption and Satisfaction of Liabilities.
Except as otherwise specifically set forth in any Ancillary Agreement, from and
after the Effective Time, (i) Harris shall, and shall cause each member of the
Harris Group to, assume, pay, perform and discharge all Harris Liabilities in
the ordinary course of business, consistent with past practice, and (ii) Lanier
shall, and shall cause each member of the Lanier Group, to assume, pay, perform
and discharge all Lanier Liabilities in the ordinary course of business,
consistent with past practice. To the extent reasonably requested to do so by
another party hereto, each party hereto agrees to execute and deliver such
documents, in a form reasonably satisfactory to such party, as may be
reasonably necessary to evidence the assumption of any Liabilities hereunder.

                  SECTION 2.6      Resignations. Harris shall cause all its
employees to resign, effective as of the Effective Time, from all positions as
officers or directors of any member of the Lanier Group in which they serve,
and Lanier shall cause all its employees to resign, effective as of the
Effective Time, from all positions as officers or directors of any members of
the Harris Group in which they serve.

                  SECTION 2.7      Further Assurances. In case at any time
after the Effective Time any further action is reasonably necessary or
desirable to carry out the purposes of this Agreement and the Ancillary
Agreements, the proper officers of each party to this Agreement shall take all
such necessary action. Without limiting the foregoing, Harris and Lanier shall
use their commercially reasonable efforts promptly to obtain all consents and
approvals, to enter into all agreements and to make all filings and
applications that may be required for the consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements, including, without
limitation, all applicable governmental and regulatory filings.

                  SECTION 2.8      Limited Representations or Warranties. Each
of the parties hereto agrees that no party hereto is, in this Agreement or in
any other agreement or document contemplated by this Agreement or otherwise,
making any representation or warranty whatsoever, as to title or value of
Assets being transferred. It is also agreed that, notwithstanding anything to
the contrary otherwise expressly provided in the relevant Conveyancing and
Assumption Instrument, all Assets either transferred to or retained by the
parties, as the case may be, shall be "as is, where is" and that (subject to
Section 2.7) the party to which such Assets are to be transferred hereunder
shall bear the economic and legal risk that such party's or any of the
Subsidiaries' title to any such Assets shall be other than good and marketable
and free from encumbrances. Similarly, each party hereto agrees that, except as
otherwise expressly provided in the relevant Conveyancing and Assumption
Instrument, no party hereto is representing or warranting in any way that the
obtaining of any consents or approvals, the execution and delivery of



                                     -22-
<PAGE>   27

any agreements and the making of any filings or applications contemplated by
this Agreement will satisfy the provisions of any or all applicable agreements
or the requirements of any or all applicable laws or judgments, it being agreed
that the party to which any Assets are transferred shall bear the economic and
legal risk that any necessary consents or approvals are not obtained or that
any requirements of laws or judgments are not complied with.

                  SECTION 2.9      Removal of Certain Guarantees; Releases from
Liabilities.

                  (a)    Except as otherwise specified in any Ancillary
Agreement, Lanier shall use its commercially reasonable efforts to have, on or
prior to the Distribution Date, or as soon as practicable thereafter, any
member of the Harris Group removed as guarantor of or obligor for any Lanier
Liability, including in respect of those guarantees set forth on Schedule
2.9(a) of this Agreement.

                  (b)    If Lanier is unable to obtain, or to cause to be
obtained, any such required removal as set forth in clause (a) of this Section
2.9, the applicable guarantor or obligor shall continue to be bound as such
and, unless not permitted by law or the terms thereof, the relevant beneficiary
shall or shall cause one of its Subsidiaries, as agent or subcontractor for
such guarantor or obligor to pay, perform and discharge fully all the
obligations or other liabilities of such guarantor or obligor thereunder from
and after the date hereof.

                  (c)    If (i) Lanier is unable to obtain, or to cause to be
obtained, any such required removal as set forth in clause (a) of this Section
2.9, or (ii) Lanier Liabilities arise from and after the Effective Time but
before a member of the Harris Group which is a guarantor or obligor with
reference to any such Lanier Liability is removed pursuant to Section 2.9(a),
then such guarantor or obligor shall be indemnified by Lanier for all Lanier
Liabilities incurred by it in its capacity as guarantor or obligor. Without
limiting the foregoing, Lanier shall, or shall cause a member of the Lanier
Group to, reimburse any such member of the Harris Group which is a guarantor or
obligor as soon as practicable (but in no event later than 30 days) following
delivery by Harris to Lanier of notice of a payment made pursuant to this
Section 2.9 in respect of Lanier Liabilities.

                  (d)    In the event that at any time before or after the
Distribution Date Harris identifies any letters of credit, interest rate or
foreign exchange contracts, surety bonds or other Contracts (excluding
guarantees) that relate primarily to the Lanier Business but for which a member
of the Harris Group has contingent, secondary, joint, several or other
Liability of any nature whatsoever, Lanier shall, at its expense, take such
actions and enter into such agreements and arrangements as Harris may
reasonably request to effect Harris' (or a member of the Harris Group's )
release or substitution.



                                     -23-
<PAGE>   28

                  (e)    The parties hereto shall use commercially reasonable
efforts to obtain, or cause to be obtained, any consent, substitution or
amendment required to novate or assign all obligations under any Contracts or
Liabilities of any nature whatsoever transferred under this Agreement, or to
obtain in writing the unconditional release of the assignor so that in each
such case, Harris shall be solely responsible for the Harris Liabilities and
Lanier shall be solely responsible for the Lanier Liabilities; provided,
however, that no party shall be obligated to pay any consideration therefor
(except for filing fees or other similar charges) to any Third Party from whom
such consent, substitution, amendment or release is requested. Whether or not
any such consent, substitution, amendment or release is obtained, nothing in
this Section 2.9(e) shall in any way limit the obligations of the parties under
Article III.

                  SECTION 2.10     Witness Services. At all times from and
after the Distribution Date, each of Harris and Lanier shall use their
commercially reasonable efforts to make available to the other, upon reasonable
written request, its and its Subsidiaries' officers, directors, employees and
agents as witnesses to the extent that (i) such persons may reasonably be
required in connection with the prosecution or defense of any Action in which
the requesting party from time to time be involved and (ii) there is no
conflict in the Action between the requesting party and Harris and Lanier, as
applicable. A party providing witness services to the other party under this
Section shall be entitled to receive from the recipient of such services, upon
the presentation of invoices therefor, payments for such amounts, relating to
disbursements and other out-of-pocket expenses (which shall be deemed to
exclude the costs of salaries and benefits of employees who are witnesses), as
may be reasonably incurred in providing such witness services.

                  SECTION 2.11     Transfers Not Effected Prior to the
Distribution; Transfers Deemed Effective as of the Distribution Date. To the
extent that any transfers contemplated by this Article II shall not have been
consummated on or prior to the Distribution Date, the parties shall cooperate
to effect such transfers as promptly following the Distribution Date as shall
be practicable. Nothing herein shall be deemed to require the transfer of any
Assets or the assumption of any Liabilities which by their terms or operation
of law cannot be transferred; provided, however, that the parties hereto and
their respective Subsidiaries shall cooperate to seek to obtain any necessary
consents or approvals for the transfer of all Assets and Liabilities
contemplated to be transferred pursuant to this Article II. In the event that
any such transfer of Assets or Liabilities has not been consummated, from and
after the Distribution Date the party retaining such Asset or Liability shall
hold such Asset in trust for the use and benefit of the party entitled thereto
(at the expense of the party entitled thereto) or retain such Liability for the
account of the party by whom such Liability is to be assumed pursuant hereto,
as the case may be, and take such other action as may be reasonably requested
by the party to whom such Asset is to be transferred, or by whom such Liability
is to be assumed, as the case may be, in order to place such party, insofar as
is reasonably possible, in the same position as would have existed had such
Asset or Liability been transferred as contemplated hereby. As and when any
such Asset or Liability becomes transferable,



                                     -24-
<PAGE>   29

such transfer shall be effected forthwith. The parties agree that, as of the
Distribution Date, each party hereto shall be deemed to have acquired complete
and sole beneficial ownership over all of the Assets, together with all rights,
powers and privileges incident thereto, and shall be deemed to have assumed in
accordance with the terms of this Agreement all of the Liabilities, and all
duties, obligations and responsibilities incident thereto, which such party is
entitled to acquire or required to assume pursuant to the terms of this
Agreement. In the event that a Harris Asset or Harris Liability is transferred
to Lanier, then promptly upon the request of either party, the parties shall
cooperate to transfer such asset or liability to Harris. In the event that a
Lanier Asset or Lanier Liability is transferred to Harris, then promptly upon
the request of either party, the parties shall cooperate to transfer such asset
or liability to Lanier.

                  SECTION 2.12     Conveyancing and Assumption Instruments. In
connection with the transfers of Assets and the assumptions of Liabilities
contemplated by this Agreement, the parties shall execute or cause to be
executed by the appropriate entities the Conveyancing and Assumption
Instruments in substantially the form contemplated hereby for transfers to be
effected pursuant to New York law or the Laws of one of the other states of the
United States or, if not appropriate for a given transfer, and for transfers to
be effected pursuant to non-U.S. Laws, in such other form as the parties shall
reasonably agree. The transfer of capital stock shall be effected by means of
delivery of stock certificates and executed stock powers and notation on the
stock record books of the corporation or other legal entities involved, or by
such other means as may be required in any non-U.S. jurisdiction to transfer
title to stock and, to the extent required by applicable Law, by notation on
public registries.

                  SECTION 2.13     Ancillary Agreements. Prior to the
Distribution Date, each of Harris and Lanier shall enter into, and/or (where
applicable) shall cause members of their respective Groups to enter into, the
Ancillary Agreements and any other agreements in respect of the Distribution
reasonably necessary or appropriate in connection with the transactions
contemplated hereby and thereby.

                  SECTION 2.14     Corporate Names; Trademarks. Except as
otherwise specifically provided in any Ancillary Agreement:

                  (a)    as soon as reasonably practicable after the
Distribution Date but in any event within six months thereafter, Lanier will,
at its own expense, remove (or, if necessary, on an interim basis, cover up)
any and all exterior signs and other identifiers located on any of its property
or premises or on the property or premises used by it or its Subsidiaries which
refer or pertain to Harris or which include the Harris name, logo or other
trademark (including but not limited to "Next Level Solutions" or any similar
mark or any derivative thereof) or other Harris intellectual property; and

                  (b)    as soon as is reasonably practicable after the
Distribution Date but in any event within six months thereafter, Lanier will,
and will cause the Lanier Subsidiaries to, remove from all letterhead,
envelopes, invoices and other



                                     -25-
<PAGE>   30

communications media of any kind, all references to Harris, including the
"Harris Corporation" name, logo and any other trademark or other Harris
intellectual property (except that Lanier shall not be required to take any
such action with respect to materials in the possession of customers).

                  SECTION 2.15     Non-Solicitation. (a) For a period of two
years following the Distribution Date, Lanier will not and will not permit its
agents or any member of the Lanier Group to, directly or indirectly, solicit or
recruit for its employment any employee of the Harris Group as of the
Distribution without the prior written consent of Harris; provided, however,
that nothing in this Section 2.15(a) shall (i) prohibit the hiring of any
Person who applied for employment with the Lanier Group solely in response to
any public medium advertising or (ii) prohibit the hiring of any Person
referred by any Person whose principal business is the recruiting of
prospective employees, provided that such Person has been instructed in writing
by Lanier prior to the referral not to recruit any employees of the Harris
Group.

                  (b)    For a period of two years following the Distribution
Date, Harris will not and will not permit its agents or any member of the
Harris Group to, directly or indirectly, solicit or recruit for its employment
any employee of the Lanier Group as of the Distribution without the prior
written consent of Lanier; provided, however, that nothing in this Section
2.15(b) shall (i) prohibit the hiring of any Person who applied for employment
with the Harris Group solely in response to any public medium advertising or
(ii) prohibit the hiring of any Person referred by any Person whose principal
business is the recruiting of prospective employees, provided that such Person
has been instructed in writing by Harris prior to the referral not to recruit
any employees of the Lanier Group.

                                  ARTICLE III.

                                INDEMNIFICATION

                  SECTION 3.1      Indemnification by Harris. Except as
otherwise specifically set forth in any provision of this Agreement, Harris
shall indemnify, defend and hold harmless the Lanier Indemnitees from and
against any and all Indemnifiable Losses of the Lanier Indemnitees arising out
of, by reason of or otherwise in connection with the Harris Liabilities or
alleged Harris Liabilities, including any breach by Harris of any provision of
this Section 3.1. Subject to the last sentence of Section 7.1, this Agreement
is not intended to address, and should not be interpreted to address, the
matters specifically and expressly covered by the Ancillary Agreements.

                  SECTION 3.2      Indemnification by Lanier. Except as
otherwise specifically set forth in any provision of this Agreement, Lanier
shall indemnify, defend and hold harmless the Harris Indemnitees from and
against any and all Indemnifiable Losses of the Harris Indemnitees arising out
of, by reason of or otherwise in connection with the Lanier Liabilities or
alleged Lanier Liabilities, including any breach by Lanier of



                                     -26-
<PAGE>   31

any provision of this Section 3.1. Subject to the last sentence of Section 7.1,
this Agreement is not intended to address, and should not be interpreted to
address, the matters specifically and expressly covered by the Ancillary
Agreements.

                  SECTION 3.3      Procedures for Indemnification.

                  (a)    Third Party Claims. If a claim or demand is made
against a Lanier Indemnitee or a Harris Indemnitee (each, an "Indemnitee") by
any Person who is not a party to this Agreement (a "Third Party Claim") as to
which such Indemnitee is entitled to indemnification pursuant to this
Agreement, such Indemnitee shall notify the party which is or may be required
pursuant to Section 3.1 or Section 3.2. hereof to make such indemnification
(the "Indemnifying Party") in writing, and in reasonable detail, of the Third
Party Claim promptly (and in any event within 15 Business Days) after receipt
by such Indemnitee of written notice of the Third Party Claim; provided,
however, that failure to give such notification shall not affect the
indemnification provided hereunder except to the extent the Indemnifying Party
shall have been actually prejudiced as a result of such failure (except that
the Indemnifying Party shall not be liable for any expenses incurred during the
period in which the Indemnitee failed to give such notice). Thereafter, the
Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event
within ten Business Days) after the Indemnitee's receipt thereof, copies of all
notices and documents (including court papers) received by the Indemnitee
relating to the Third Party Claim.

                  If a Third Party Claim is made against an Indemnitee, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
Indemnitee therefor, to assume the defense thereof with counsel selected by the
Indemnifying Party; provided that such counsel is not reasonably objected to by
the Indemnitee. Should the Indemnifying Party so elect to assume the defense of
a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if
the nature of the Third Party Claim so requires), notify the Indemnitee of its
intent to do so, and the Indemnifying Party shall thereafter not be liable to
the Indemnitee for legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof; provided, that such
Indemnitee shall have the right to employ counsel to represent such Indemnitee
if, in such Indemnitee's reasonable judgment, a conflict of interest between
such Indemnitee and such Indemnifying Party exists in respect of such claim
which would make representation of both such parties by one counsel
inappropriate, and in such event the fees and expenses of such separate counsel
shall be paid by such Indemnifying Party. If the Indemnifying Party assumes
such defense, the Indemnitee shall have the right to participate in the defense
thereof and to employ counsel, subject to the proviso of the preceding
sentence, at its own expense, separate from the counsel employed by the
Indemnifying Party, it being understood that the Indemnifying Party shall
control such defense. The Indemnifying Party shall be liable for the fees and
expenses of counsel employed by the Indemnitee for any period during which the
Indemnifying Party has failed to assume the defense thereof (other than during
the period prior to the time the Indemnitee shall have given notice of the
Third



                                     -27-
<PAGE>   32

Party Claim as provided above). If the Indemnifying Party so elects to assume
the defense of any Third Party Claim, all of the Indemnitees shall cooperate
with the Indemnifying Party in the defense or prosecution thereof, including by
providing or causing to be provided, Records and witnesses as soon as
reasonably practicable after receiving any request therefor from or on behalf
of the Indemnifying Party.

                  If the Indemnifying Party acknowledges in writing
responsibility for a Third Party Claim, then in no event will the Indemnitee
admit any liability with respect to, or settle, compromise or discharge, any
Third Party Claim without the Indemnifying Party's prior written consent;
provided, however, that the Indemnitee shall have the right to settle,
compromise or discharge such Third Party Claim without the consent of the
Indemnifying Party if the Indemnitee releases the Indemnifying Party from its
indemnification obligation hereunder with respect to such Third Party Claim and
such settlement, compromise or discharge would not otherwise adversely affect
the Indemnifying Party. If the Indemnifying Party acknowledges in writing
liability for a Third Party Claim, the Indemnitee will agree to any settlement,
compromise or discharge of a Third Party Claim that the Indemnifying Party may
recommend and that by its terms obligates the Indemnifying Party to pay the
full amount of the liability in connection with such Third Party Claim and
releases the Indemnitee completely in connection with such Third Party Claim
and that would not otherwise adversely affect the Indemnitee. If an
Indemnifying Party elects not to assume the defense of a Third Party Claim, or
fails to notify an Indemnitee of its election to do so as provided herein, such
Indemnitee may compromise, settle or defend such Third Party Claim.

                  Notwithstanding the foregoing, the Indemnifying Party shall
not be entitled to assume the defense of any Third Party Claim (and shall be
liable for the fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other equitable relief or relief for other than money damages
against the Indemnitee which the Indemnitee reasonably determines, after
conferring with its counsel, cannot be separated from any related claim for
money damages. If such equitable relief or other relief portion of the Third
Party Claim can be so separated from that for money damages, the Indemnifying
Party shall be entitled to assume the defense of the portion relating to money
damages.

                  (b)    In the event of payment by an Indemnifying Party to
any Indemnitee in connection with any Third-Party Claim, such Indemnifying
Party shall be subrogated to and shall stand in the place of such Indemnitee as
to any events or circumstances in respect of which such Indemnitee may have any
right or claim relating to such Third-Party Claim against any claimant or
plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate
with such Indemnifying Party in a reasonable manner, and at the cost and
expense of such Indemnifying Party, in prosecuting any subrogated right or
claim.



                                     -28-
<PAGE>   33

                  (c)    The remedies provided in this Article III shall be
cumulative and shall not preclude assertion by any Indemnitee of any other
rights or the seeking of any and all other remedies against any Indemnifying
Party.

                  SECTION 3.4      Indemnification Payments. (a)
Indemnification required by this Article III shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and
when bills are received or loss, liability, claim, damage or expense is
incurred. If the Indemnifying Party fails to make an indemnification payment
required by this Article III within 30 days after receipt of a bill therefore
or notice that a loss, liability, claim, damage or expense has been incurred,
the Indemnifying Party shall also be required to pay interest on the amount of
such indemnification payment, from the date of receipt of the bill or notice of
the loss, liability, claim, damage or expense to, but not including the date of
payment, at the Applicable Rate.

                  (b)    The amount of any claim by an Indemnitee under this
Agreement shall be reduced to reflect any actual tax savings received by any
Indemnitee that result from the Indemnifiable Losses that gave rise to such
indemnity.

                                  ARTICLE IV.

                             ACCESS TO INFORMATION

                  SECTION 4.1      Provision of Corporate Records.

                  (a)    Other than in circumstances in which indemnification
is sought pursuant to Article III (in which event the provisions of such
Article will govern), after the Distribution Date, upon the prior written
request by Lanier for specific and identified agreements, documents, books,
records or files (collectively, "Records") which relate to (x) Lanier or the
conduct of the Lanier Business up to the Effective Time, or (y) any Ancillary
Agreement (other than the Tax Disaffiliation Agreement), Harris shall arrange,
as soon as reasonably practicable following the receipt of such request, to
provide appropriate copies of such Records (or the originals thereof if Lanier
has a reasonable need for such originals) in the possession or control of
Harris or any of the Harris Subsidiaries, but only to the extent such items are
not already in the possession or control of the requesting party.

                  (b)    Other than in circumstances in which indemnification
is sought pursuant to Article III (in which event the provisions of such
Article will govern), after the Distribution Date, upon the prior written
request by Harris for specific and identified Records which relate to (x)
Harris or the conduct of the Harris Business up to the Effective Time, or (y)
any Ancillary Agreement (other than the Tax Disaffiliation Agreement), Lanier
shall arrange, as soon as reasonably practicable following the receipt of such
request, to provide appropriate copies of such Records (or the originals
thereof if



                                     -29-
<PAGE>   34

Harris has a reasonable need for such originals) in the possession or control
of Lanier or any of the Lanier Subsidiaries, but only to the extent such items
are not already in the possession or control of the requesting party.

                  SECTION 4.2      Access to Information. Other than in
circumstances in which indemnification is sought pursuant to Article III (in
which event the provisions of such Article will govern), from and after the
Distribution Date, each of Harris and Lanier shall afford to the other and its
authorized Representatives reasonable access during normal business hours,
subject to appropriate restrictions for classified, privileged or confidential
information, to the personnel, properties, books and records of such party and
its Subsidiaries insofar as such access is reasonably required by the other
party and relates to (x) such other party or the conduct of its business prior
to the Effective Time or (y) any Ancillary Agreement.

                  SECTION 4.3      Reimbursement; Other Matters. Except to the
extent otherwise contemplated by any Ancillary Agreement, a party providing
Records or access to information to the other party under this Article IV shall
be entitled to receive from the recipient, upon the presentation of invoices
therefor, payments for such amounts, relating to supplies, disbursements and
other out-of-pocket expenses, as may be reasonably incurred in providing such
Records or access to information.

                  SECTION 4.4      Confidentiality. Neither (i) Harris nor the
Harris Subsidiaries nor (ii) Lanier nor the Lanier Subsidiaries shall use or
permit the use of (without the prior written consent of the other) and shall
keep, and shall cause its consultants and advisors to keep, confidential all
information concerning the other party in its possession, its custody or under
its control (except to the extent that (A) such information has been in the
public domain through no fault of such party or (B) such information has been
later lawfully acquired from other sources by such party or (C) this Agreement
or any other Ancillary Agreement or any other agreement entered into pursuant
hereto permits the use or disclosure of such information) to the extent such
information, (w) relates to or was acquired during the period up to the
Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the
course of performing services for the other party pursuant to any Ancillary
Agreement, or (z) is based upon or is derived from information described in the
preceding clauses (w), (x) or (y), and each party shall not (without the prior
written consent of the other) otherwise release or disclose such information to
any other Person, except such party's auditors, attorneys consultants and
advisors, unless compelled to disclose such information by judicial or
administrative process or unless such disclosure is required by Law and such
party has used commercially reasonable efforts to consult with the other
affected party or parties prior to such disclosure.

                  SECTION 4.5      Privileged Matters. The parties hereto
recognize that legal and other professional services that have been and will be
provided prior to the Distribution Date have been and will be rendered for the
benefit of each of the members of the Harris Group, and the members of the
Lanier Group, and that each of the members



                                     -30-
<PAGE>   35

of the Harris Group, and each of the members of the Lanier Group should be
deemed to be the client for the purposes of asserting all privileges which may
be asserted under applicable Law. Except as otherwise specifically provided in
the Tax Disaffiliation Agreement with respect to tax matters, to allocate the
interests of each party in the information as to which any party is entitled to
assert a privilege, the parties agree as follows:

                  (a)    Harris shall be entitled, in perpetuity, to control
the assertion or waiver of all privileges in connection with privileged
information which relates solely to the Harris Business, whether or not the
privileged information is in the possession of or under the control of Harris
or Lanier. Harris shall also be entitled, in perpetuity, to control the
assertion or waiver of all privileges in connection with privileged information
that relates solely to the subject matter of any claims constituting Harris
Liabilities, now pending or which may be asserted in the future, in any
lawsuits or other proceedings initiated against or by Harris, whether or not
the privileged information is in the possession of or under the control of
Harris or Lanier.

                  (b)    Lanier shall be entitled, in perpetuity, to control
the assertion or waiver of all privileges in connection with privileged
information which relates solely to the Lanier Business, whether or not the
privileged information is in the possession of or under the control of Harris
or Lanier. Lanier shall also be entitled, in perpetuity, to control the
assertion or waiver of all privileges in connection with privileged information
which relates solely to the subject matter of any claims constituting Lanier
Liabilities, now pending or which may be asserted in the future, in any
lawsuits or other proceedings initiated against or by Lanier, whether or not
the privileged information is in the possession of Lanier or under the control
of Harris or Lanier.

                  (c)    The parties hereto agree that they shall have a shared
privilege, with equal right to assert or waive, subject to the restrictions in
this Section 4.5, with respect to all privileges not allocated pursuant to the
terms of Sections 4.5(a) and (b). All privileges relating to any claims,
proceedings, litigation, disputes, or other matters which involve Harris and
Lanier in respect of which such parties retain any responsibility or liability
under this Agreement, shall be subject to a shared privilege among them.

                  (d)    No party hereto may waive any privilege which could be
asserted under any applicable Law, and in which any other party hereto has a
shared privileged, without the consent of the other party, which consent shall
not be unreasonably withheld or delayed, except to the extent reasonably
required in connection with any litigation with Third Parties or as provided in
subsection (e) below. Consent shall be in writing, or shall be deemed to be
granted unless written objection is made within twenty (20) days after notice
upon the other party requesting such consent.

                  (e)    In the event of any litigation or dispute between or
among any of the parties hereto, any party and a Subsidiary of another party
hereto, or a Subsidiary of one party hereto and a Subsidiary of another party
hereto, either such party may waive a



                                     -31-
<PAGE>   36

privilege in which the other party has a shared privilege, without obtaining
the consent of the other party, provided that such waiver of a shared privilege
shall be effective only as to the use of information with respect to the
litigation or dispute between the relevant parties and/or their Subsidiaries,
and shall not operate as a waiver of the shared privilege with respect to Third
Parties.

                  (f)    If a dispute arises between or among the parties
hereto or their respective Subsidiaries regarding whether a privilege should be
waived to protect or advance the interest of any party, each party agrees that
it shall negotiate in good faith, shall endeavor to minimize any prejudice to
the rights of the other parties, and shall not unreasonably withhold consent to
any request for waiver by another party. Each party hereto specifically agrees
that it will not withhold consent to waiver for any purpose except to protect
its own legitimate interests.

                  (g)    Upon receipt by any party hereto or by any Subsidiary
thereof of any subpoena, discovery or other request which arguably calls for
the production or disclosure of information subject to a shared privilege or as
to which another party has the sole right hereunder to assert a privilege, or
if any party obtains knowledge that any of its or any of its Subsidiaries'
current or former directors, officers, agents or employees have received any
subpoena, discovery or other requests which arguably calls for the production
or disclosure of such privileged information, such party shall promptly notify
the other party of the existence of the request and shall provide the other
party a reasonable opportunity to review the information and to assert any
rights it or they may have under this Section 4.5 or otherwise to prevent the
production or disclosure of such privileged information.

                  (h)    The transfer of all Records and other information
pursuant to this Agreement is made in reliance on the agreement of Harris and
Lanier, as set forth in Sections 4.4 and 4.5, to maintain the confidentiality
of privileged information and to assert and maintain all applicable privileges.
The access to information being granted pursuant to Sections 4.1 and 4.2
hereof, the agreement to provide witnesses and individuals pursuant to Sections
2.10 and 3.3 hereof, the furnishing of notices and documents and other
cooperative efforts contemplated by Section 3.3 hereof, and the transfer of
privileged information between and among the parties and their respective
Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any
privilege that has been or may be asserted under this Agreement or otherwise.

                  SECTION 4.6      Ownership of Information. Any information
owned by one party or any of its Subsidiaries that is provided to a requesting
party pursuant to Article III or this Article IV shall be deemed to remain the
property of the providing party. Unless specifically set forth herein, nothing
contained in this Agreement shall be construed as granting or conferring rights
of license or otherwise in any such information.

                  SECTION 4.7      Retention of Records. Harris shall deliver
to Lanier upon Lanier's request all Records that are specifically identified by
Lanier and known by



                                     -32-
<PAGE>   37

Harris, after reasonable inquiry, to be in its control or possession relating
to Lanier Assets, Lanier Liabilities or the Lanier Business. Except (a) as
provided in the Tax Disaffiliation Agreement or (b) when a longer retention
period is otherwise required by Law or agreed to in writing, the Harris Group
and the Lanier Group shall retain, for a period of at least eight years, all
Records relating to the Lanier Business as of the Effective Time.
Notwithstanding the foregoing, in lieu of retaining any specific Records,
Harris or Lanier may offer in writing to deliver such Records to the other and,
if such offer is not accepted within 90 days, the offered Records may be
destroyed or otherwise disposed of at any time. If a recipient of such offer
shall request in writing prior to the scheduled date for such destruction or
disposal that any of Records proposed to be destroyed or disposed of be
delivered to such requesting party, the party proposing the destruction or
disposal shall promptly arrange for delivery of such of the Records as was
requested (at the cost of the requesting party).

                  SECTION 4.8      Limitation of Liability; Release. (a) No
party shall have any liability to any other party in the event that any
information exchanged or provided pursuant to this Agreement which is an
estimate or forecast, or which is based on an estimate or forecast, is found to
be inaccurate.

                  (b)    Effective upon the Distribution and except as
otherwise specifically set forth in this Agreement, each of Harris and Lanier
releases and forever discharges the other and its Representatives and
Subsidiaries, of and from all debts, demands, actions, causes of action, suits,
accounts, covenants, contracts, agreements, damages, and any and all claims,
demands and liabilities whatsoever of every name and nature, both in law and in
equity, against such other party, its Representatives and Subsidiaries or any
of its assigns, which the releasing party has or ever had, which arise out of
or relate to events, circumstances or actions taken by such other party prior
to the Distribution; provided, however, that the foregoing general release
shall not apply to this Agreement, the Ancillary Agreements or the transactions
contemplated hereby or thereby or to the Harris Accounts Payable and shall not
affect either party's right to enforce this Agreement, any of the Ancillary
Agreements or any of the agreement or contracts set forth on Exhibit J, under
which the Harris Accounts Payable are owed, in accordance with their terms.

                  SECTION 4.9      Other Agreements Providing for Exchange of
Information. The rights and obligations granted under this Article IV are
subject to any specific limitations, qualifications or additional provisions on
the sharing, exchange or confidential treatment of information set forth in any
Ancillary Agreement.



                                     -33-
<PAGE>   38

                                   ARTICLE V.

                              DISPUTE RESOLUTION

                  SECTION 5.1      Negotiation. In the event of a controversy,
dispute or claim arising out of, in connection with, or in relation to the
interpretation, performance, nonperformance, validity or breach of this
Agreement or otherwise arising out of, or in any way related to this Agreement
or the transactions contemplated hereby, including, without limitation, any
claim based on contract, tort, statute or constitution (but excluding any
controversy, dispute or claim arising out of any agreement relating to the use
or lease of real property if any Third Party is a party to such controversy,
dispute or claim) (collectively, "Agreement Disputes"), the management of the
parties shall negotiate in good faith for a reasonable period of time to settle
such Agreement Dispute, provided such reasonable period shall not, unless
otherwise agreed by the parties in writing, exceed 30 days from the time the
parties began such negotiations; provided, further, that in the event of any
mediation or arbitration in accordance with Sections 5.2 and 5.3 hereof, the
parties shall not assert the defenses of statute of limitations and laches
arising for the period beginning after the date the parties began negotiations
hereunder, and any contractual time period or deadline under this Agreement or
any Ancillary Agreement to which such Agreement Dispute relates shall not be
deemed to have passed until such Agreement Dispute has been resolved.

                  SECTION 5.2      Mediation. If after such reasonable period
such management are unable to settle such Agreement Dispute (and in any event,
unless otherwise agreed in writing by the parties, after 60 days have elapsed
from the time the parties began such negotiations) and the Agreement Dispute
involves a controversy, dispute or claim of less than $500,000, such Agreement
Dispute shall be determined, at the request of any party, by binding mediation
conducted in Orlando, Florida or at another location which the parties mutually
select, before a retired judge sitting on the panel of Judicial Arbitration &
Mediation Services, Inc. The mediation process shall continue as the exclusive
method of resolving the Agreement Dispute (other than negotiation between the
parties) until the earlier of the Agreement Dispute being resolved and the
mediator finding in good faith that all settlement possibilities have been
exhausted and that the matter is not resolvable through mediation. If the
mediator makes such a finding, at the request of any party, the Agreement
Dispute shall then be determined by binding arbitration in accordance with
Section 5.3 hereof.

                  SECTION 5.3      Arbitration. If after such reasonable period
such management are unable to settle such Agreement Dispute (and in any event,
unless otherwise agreed in writing by the parties, after 60 days have elapsed
from the time the parties began such negotiations) and the Agreement Dispute
involves a controversy, dispute or claim of $500,000 or more, such Agreement
Dispute shall be determined, at the request of any party, by binding
arbitration conducted in Orlando, Florida or at another location which the
parties mutually select, before and in accordance with the then-existing
International Arbitration Rules of the American Arbitration Association



                                     -34-
<PAGE>   39

(the "Rules"). In any dispute between the parties hereto, the numbers of
arbitrators shall be three. Any judgment or award rendered by the arbitrator
shall be final, binding and nonappealable (except upon grounds specified in 9
U.S.C. Section 10(a) as in effect on the date hereof). If the parties are
unable to agree on an arbitrator or arbitrators, the arbitrator or arbitrators
shall be selected in accordance with the Rules. Any controversy concerning
whether an Agreement Dispute is an arbitrable Agreement Dispute, whether
arbitration has been waived, whether an assignee of this Agreement is bound to
arbitrate, or as to the interpretation of enforceability of this Article V
shall be determined by the arbitrator or arbitrators. In resolving any dispute,
the parties intend that the arbitrator or arbitrators apply the substantive
laws of the State of New York, without regard to the choice of law principles
thereof. The parties intend that the provisions to arbitrate set forth herein
be valid, enforceable and irrevocable. The parties agree to comply with any
award made in any such arbitration proceedings that has become final in
accordance with the Rules and agree to enforcement of or entry of judgment upon
such award, by any court of competent jurisdiction, including (a) the state
courts of the State of Florida, located in Orlando, or (b) the United States
District Court for the Middle District of Florida, in accordance with Section
7.17 hereof. The arbitrator or arbitrators shall be entitled, if appropriate,
to award any remedy in such proceedings, including, without limitation,
monetary damages, specific performance and all other forms of legal and
equitable relief; provided, however, the arbitrator or arbitrators shall not be
entitled to award punitive damages. Without limiting the provisions of the
Rules, unless otherwise agreed in writing by or among the parties or permitted
by this Agreement, the undersigned shall keep confidential all matters relating
to the arbitration or the award, provided such matters may be disclosed (i) to
the extent reasonably necessary in any proceeding brought to enforce the award
or for entry of a judgment upon the award and (ii) to the extent otherwise
required by Law. Nothing contained herein is intended to or shall be construed
to prevent any party, in accordance with Article 22(3) of the Rules or
otherwise, from applying to any court of competent jurisdiction for interim
measures or other provisional relief in connection with the subject matter of
any Agreement Disputes.

                  SECTION 5.4      Continuity of Service and Performance.
Unless otherwise agreed in writing, the parties will continue to provide
service and honor all other commitments under this Agreement and each Ancillary
Agreement during the course of dispute resolution pursuant to the provisions of
this Article V with respect to all matters not subject to such dispute,
controversy or claim.

                  SECTION 5.5      Other Remedies. Nothing in this Article V
shall limit the right that any party may otherwise have to seek to obtain (a)
preliminary injunctive relief in order to preserve the status quo pending the
resolution of a dispute or (b) temporary or permanent injunctive relief from
any breach of any provisions of this Agreement.



                                     -35-
<PAGE>   40

                                  ARTICLE VI.

                                   INSURANCE

                  SECTION 6.1      Policies and Rights Included Within Assets.
The Lanier Assets shall include (a) any and all rights of an insured party
under each of the Harris Shared Policies, subject to the terms of such Harris
Shared Policies and any limitations or obligations of Lanier contemplated by
this Article VI, specifically including rights of indemnity and the right to be
defended by or at the expense of the insurer, with respect to all claims,
suits, actions, proceedings, injuries, losses, liabilities, damages and
expenses incurred or claimed to have been incurred prior to the Distribution
Date by any party in or in connection with the conduct of the Lanier Business
or, to the extent any claim is made against Lanier or any of the Lanier
Subsidiaries, the conduct of the Harris Business, and which claims, suits,
actions, proceedings, injuries, losses, liabilities, damages and expenses may
arise out of an insured or insurable occurrence under one or more of such
Harris Shared Policies; provided, however, that nothing in this clause shall be
deemed to constitute (or to reflect) an assignment or transfer of such Harris
Shared Policies, or any of them, to Lanier, and (b) the Lanier Policies.

                  SECTION 6.2      Post-Distribution Date Claims. If,
subsequent to the Distribution Date, any Person shall assert a claim against
Lanier or any of the Lanier Subsidiaries (including where Lanier or the Lanier
Subsidiaries are joint defendants with other Persons) with respect to any
claim, suit, action, proceeding, injury, loss, liability, damage or expense
incurred or claimed to have been incurred prior to the Distribution Date in or
in connection with the conduct of the Lanier Business or, to the extent any
claim is made against Lanier or any of the Lanier Subsidiaries (including where
Lanier or the Lanier Subsidiaries are joint defendants with other Persons), the
conduct of the Harris Business and which claim, suit, action, proceeding,
injury, loss, liability, damage or expense may arise out of an insured or
insurable occurrence under one or more of the Harris Shared Policies, Harris
shall assert and collect any related Insurance Proceeds under such Harris
Shared Policy on behalf of Lanier and remit promptly to Lanier any Insurance
Proceeds so collected, and Harris shall further on behalf of Lanier assert any
and all rights of an insured party under such Harris Shared Policy with respect
to such asserted claim, specifically including rights of indemnity and the
right to be defended by or at the expense of the insurer and the right to any
applicable Insurance Proceeds thereunder; provided, however, that nothing in
this Section 6.2 shall be deemed to constitute (or to reflect) an assignment or
transfer of the Harris Shared Policies, or any of them, to Lanier.

                  SECTION 6.3      Administration; Other Matters. (a)
Administration. From and after the Distribution Date, Harris shall be
responsible for (i) Insurance Administration of the Harris Shared Policies and
(ii) Claims Administration (except as provided below) under such Harris Shared
Policies with respect to Harris Liabilities and Lanier Liabilities; provided
that the retention of such responsibilities by Harris is in no



                                     -36-
<PAGE>   41

way intended to limit, inhibit or preclude any right to insurance coverage for
any Insured Claim of a named insured under such Policies as contemplated by the
terms of this Agreement; and provided further that Harris' retention of the
administrative responsibilities for the Harris Shared Policies shall not
relieve the party submitting any Insured Claim of the primary responsibility
for reporting such Insured Claim accurately, completely and in a timely manner
or of such party's authority to settle any such Insured Claim within any period
permitted or required by the relevant Policy. Harris may discharge its
administrative responsibilities under this Section 6.3 by contracting for the
provision of services by independent parties. Each of the parties hereto shall
administer and pay any costs relating to defending its respective Insured
Claims under Harris Shared Policies to the extent such defense costs are not
covered under such Policies and shall be responsible for obtaining or reviewing
the appropriateness of releases upon settlement of its respective Insured
Claims under Harris Shared Policies. Lanier shall reimburse Harris promptly for
all disbursements, out-of-pocket expenses and direct and indirect costs of
employees or agents of Harris relating to Claims Administration and Insurance
Administration contemplated by this Section 6.3(a) on behalf of Lanier.

                  (b)      Exceeding Policy Limits.

                           (i)     Where Lanier Liabilities are specifically
         covered under a Harris Shared Policy for periods prior to the
         Distribution Date, or covering claims made after the Distribution Date
         with respect to an occurrence prior to the Distribution Date, then
         from and after the Distribution Date Lanier may claim coverage for
         Insured Claims under such Harris Shared Policy as and to the extent
         that such insurance is available up to the full extent of the
         applicable limits of liability of such Harris Shared Policy (and may
         receive any Insurance Proceeds with respect thereto as contemplated by
         Section 6.2 or Section 6.3(c) hereof), subject to the terms of this
         Section 6.3.

                           (ii)    Except as set forth in this Section 6.3(b),
         Harris and Lanier shall not be liable to one another for claims not
         reimbursed by insurers for any reason not within the control of Harris
         or Lanier, as the case may be, including coinsurance provisions,
         deductibles, quota share deductibles, self-insured retentions,
         bankruptcy or insolvency of an insurance carrier, Harris Shared Policy
         limitations or restrictions, any coverage disputes, any failure to
         timely claim by Harris or Lanier or any defect in such claim or its
         processing.

                  (c)      Allocation of Insurance Proceeds. Insurance Proceeds
received with respect to claims, costs and expenses under the Harris Shared
Policies shall be paid to Harris, which shall thereafter administer the Harris
Shared Policies by paying the Insurance Proceeds, as appropriate, to Harris
with respect to Harris Liabilities and to Lanier with respect to the Lanier
Liabilities. Payment of the allocable portions of indemnity costs of Insurance
Proceeds resulting from such Policies will be made by Harris to the appropriate
party upon receipt from the insurance carrier. In the event that the aggregate
limits on any Harris Shared Policies are exceeded by the aggregate of



                                     -37-
<PAGE>   42

outstanding Insured Claims by the relevant parties hereto, such parties agree
to allocate the Insurance Proceeds received thereunder based upon their
respective percentage of the total of their bona fide claims which were covered
under such Harris Shared Policy (their "allocable portion of Insurance
Proceeds"), and any party who has received Insurance Proceeds in excess of such
party's allocable portion of Insurance Proceeds shall pay to the other party
the appropriate amount so that each party will have received its allocable
portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to
use commercially reasonable efforts to maximize available coverage under those
Harris Shared Policies applicable to it, and to take all commercially
reasonable steps to recover from all other responsible parties in respect of an
Insured Claim to the extent coverage limits under a Harris Shared Policy have
been exceeded or would be exceeded as a result of such Insured Claim.

                  (d)      Allocation of Deductibles. In the event that the
parties have bona fide claims under any Harris Shared Policy for which a
deductible is payable, the parties agree that the aggregate amount of the
deductible paid shall be borne by the parties in the same proportion which the
Insurance Proceeds received by each such party bears to the total Insurance
Proceeds received under the applicable Harris Shared Policy (their "allocable
share of the deductible"), and any party who has paid more than its allocable
share of the deductible shall be entitled to receive from the other party an
appropriate amount so that each party has borne its allocable share of the
deductible pursuant hereto.

                  (e)      Lanier shall be responsible for the full amount of
the deductible for general liability and automobile liability claims in
connection with the Lanier Business.

                  (f)      Workers Compensation. With respect to any workers
compensation claims for the period prior to the Effective Time, the terms of
the Ancillary Workers Compensation Agreement, attached hereto as Exhibit K,
shall govern.


                  SECTION 6.4      Agreement for Waiver of Conflict and Shared
Defense. In the event that Insured Claims of more than one of the parties
hereto exist relating to the same occurrence, the parties shall jointly defend
and waive any conflict of interest necessary to the conduct of the joint
defense. Nothing in this Article VI shall be construed to limit or otherwise
alter in any way the obligations of the parties to this Agreement, including
those created by this Agreement, by operation of Law or otherwise.

                  SECTION 6.5      Cooperation. The parties agree to use their
commercially reasonable efforts to cooperate with respect to the various
insurance matters contemplated by this Agreement.



                                     -38-
<PAGE>   43

                                  ARTICLE VII.

                                 MISCELLANEOUS

                  SECTION 7.1      Complete Agreement; Construction. This
Agreement, including the Exhibits and Schedules, and the Ancillary Agreements
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. In the event of
any inconsistency between this Agreement and any Schedule hereto, the Schedule
shall prevail. Other than Section 2.8, Section 4.5 and Article V, which shall
prevail over any inconsistent or conflicting provisions in any Ancillary
Agreement, notwithstanding any other provisions in this Agreement to the
contrary, in the event and to the extent that there shall be a conflict between
the provisions of this Agreement and the provisions of any Ancillary Agreement,
such Ancillary Agreement shall control.

                  SECTION 7.2      Ancillary Agreements. Subject to the last
sentence of Section 7.1, this Agreement is not intended to address, and should
not be interpreted to address, the matters specifically and expressly covered
by the Ancillary Agreements.

                  SECTION 7.3      Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the parties and delivered to the other parties.

                  SECTION 7.4      Survival of Agreements. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the parties
contained in this Agreement shall survive the Distribution Date.

                  SECTION 7.5      Distribution Expenses. Except as otherwise
set forth in this Agreement or any Ancillary Agreement, all costs and expenses
incurred on or prior to the Distribution Date (whether or not paid on or prior
to the Distribution Date) in connection with the preparation, execution,
delivery, printing and implementation of this Agreement and any Ancillary
Agreement, the Information Statement (including the Registration Statement) and
the Distribution and the consummation of the transactions contemplated thereby,
excluding the fees and expenses of Sullivan & Cromwell and Morgan Stanley & Co.
Incorporated shall be charged to and paid by Lanier. Such expenses shall be
deemed to be Lanier Liabilities. Except as otherwise set forth in this
Agreement or any Ancillary Agreement, each party shall bear its own costs and
expenses incurred after the Distribution Date. Any amount or expense to be paid
or reimbursed by any party hereto to any other party hereto shall be so paid or
reimbursed promptly after the existence and amount of such obligation is
determined and written demand therefor is made.



                                     -39-
<PAGE>   44

                  SECTION 7.6      Notices. All notices and other
communications hereunder shall be in writing, shall reference this Agreement
and shall be hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like
notice) and will be deemed given on the date on which such notice is received
("Notices"):

                  To Harris:

                           Harris Corporation
                           1025 West NASA Blvd.
                           Melbourne, Florida 32919
                           Attention: Corporate Secretary
                           Telephone: (407) 727-9163
                           Facsimile: (407) 727-9222

                  With a copy to:

                           Harris Corporation
                           1025 West NASA Blvd.
                           Melbourne, Florida  32919
                           Attention: Scott T. Mikuen
                           Telephone: (407) 727-9125
                           Facsimile: (407) 727-9234

                  To Lanier:

                           Lanier Worldwide, Inc.
                           2300 Parklake Drive, N.E.
                           Atlanta, Georgia 30345
                           Attention: General Counsel
                           Telephone: (770) 621-1063
                           Facsimile: (770) 621-1073

                  SECTION 7.7      Waivers. The failure of any party to require
strict performance by any other party of any provision in this Agreement will
not waive or diminish that party's right to demand strict performance
thereafter of that or any other provision hereof.

                  SECTION 7.8      Amendments. Subject to the terms of
Section 7.11 hereof, this Agreement may not be modified or amended except by an
agreement in writing signed by each of the parties hereto.



                                     -40-
<PAGE>   45

                  SECTION 7.9      Assignment. This Agreement shall not be
assignable, in whole or in part, directly or indirectly, by any party hereto
without the prior written consent of the other party hereto, and any attempt to
assign any rights or obligations arising under this Agreement without such
consent shall be void.

                  SECTION 7.10     Successors and Assigns. The provisions to
this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns.

                  SECTION 7.11     Termination. This Agreement (including
Article III hereof) may be terminated and the Distribution may be amended,
modified or abandoned at any time prior to the Distribution by and in the sole
discretion of Harris without the approval of Lanier or the stockholders of
Harris. In the event of such termination, no party shall have any liability of
any kind to any other party or any other person. After the Distribution, this
Agreement may not be terminated except by an agreement in writing signed by the
parties; provided, however, that Article III shall not be terminated or amended
after the Distribution in respect of the Third Party beneficiaries thereto
without the consent of such persons.

                  SECTION 7.12     Subsidiaries. Each of the parties hereto
shall cause to be performed, and hereby guarantees the performance of, all
actions, agreements and obligations set forth herein to be performed by any
Subsidiary of such party or by any entity that is contemplated to be a
Subsidiary of such party on and after the Distribution Date.

                  SECTION 7.13     Third Party Beneficiaries. Except as
provided in Article III relating to Indemnitees, this Agreement is solely for
the benefit of the parties hereto and their respective Subsidiaries and
Affiliates and should not be deemed to confer upon Third Parties any remedy,
claim, liability, reimbursement, claim of action or other right in excess of
those existing without reference to this Agreement.

                  SECTION 7.14     Title and Headings. Titles and headings to
sections herein are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.

                  SECTION 7.15     Exhibits and Schedules. The Exhibits and
Schedules shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein.

                  SECTION 7.16     GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.



                                     -41-
<PAGE>   46

                  SECTION 7.17     Consent to Jurisdiction. Without limiting
the provisions of Article V hereof, each of the parties irrevocably submits to
the exclusive jurisdiction of (a) the state courts of the State of Florida,
located in the City of Orlando, and (b) the United States District Court for
the Middle District of Florida, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated
hereby. Each of the parties agrees to commence any action, suit or proceeding
relating hereto either in the United States District Court for the Middle
District of Florida or if such suit, action or other proceeding may not be
brought in such court for jurisdictional reasons, in the state courts of the
State of Florida, located in the City of Orlando. Each of the parties further
agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in Florida with
respect to any matters to which it has submitted to jurisdiction in this
Section 7.17. Each of the parties irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby in (i) the state
courts of the State of Florida, located in the City of Orlando, or (ii) the
United States District Court for the Middle District of Florida, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.

                  SECTION 7.18     Severability. In the event any one or more
of the provisions contained in this Agreement should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

                  SECTION 7.19     Consolidation, Merger, Etc. Involving
Lanier. Lanier shall not consolidate with or merge into any other Person or
convey, transfer or lease all or any substantial portion of its properties and
assets to any Person, and Lanier shall not permit any Person to consolidate
with or merge into Lanier or convey, transfer or lease all or any substantial
portion of its properties and assets to Lanier, unless, in each case Lanier
shall consolidate with or merge into another Person or convey, transfer or
lease all or any substantial portion of its properties and assets to any
Person, the Person formed by such consolidation or into which Lanier is merged
or the Person which acquires by conveyance or transfer, or which leases, all or
any substantial portion of properties and assets of Lanier shall be a
corporation, partnership, limited liability company or trust and shall
expressly assume, by a written agreement, executed and delivered to Harris, in
form reasonably satisfactory to Harris, all of the liabilities, obligations and
expenses to be assumed by Lanier under this Agreement and the due and punctual
performance or observance of every agreement and covenant of this Agreement on
the part of Lanier to be performed or observed.



                                     -42-
<PAGE>   47

                  SECTION 7.20     Consolidation, Merger, Etc. Involving
Harris. Harris shall not consolidate with or merge into any other Person or
convey, transfer or lease all or any substantial portion of its properties and
assets to any Person, and Harris shall not permit any Person to consolidate
with or merge into Harris or convey, transfer or lease all or any substantial
portion of its properties and assets to Harris, unless, in each case Harris
shall consolidate with or merge into another Person or convey, transfer or
lease all or any substantial portion of its properties and assets to any
Person, the Person formed by such consolidation or into which Harris is merged
or the Person which acquires by conveyance or transfer, or which leases, all or
any substantial portion of properties and assets of Harris shall be a
corporation, partnership, limited liability company or trust and shall
expressly assume, by a written agreement, executed and delivered to Lanier, in
form reasonably satisfactory to Lanier, all of the liabilities, obligations and
expenses to be assumed by Harris under this Agreement and the due and punctual
performance or observance of every agreement and covenant of this Agreement on
the part of Harris to be performed or observed.



                                     -43-
<PAGE>   48

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.

                                       HARRIS CORPORATION



                                       By /s/ David S. Wasserman
                                          -------------------------------------
                                          Name:  David S. Wasserman
                                          Title: Vice President - Treasurer


Witness: /s/ Scott T. Mikuen
         -------------------------
         Name:  Scott T. Mikuen

                                       LANIER WORLDWIDE, INC.



                                       By /s/ James A. MacLennan
                                          -------------------------------------
                                          Name:  James A. MacLennan
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


Witness: /s/ J. Michael Kelly
         -------------------------
         Name:  J. Michael Kelly



                                     -44-


<PAGE>   1
                                                                     EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             LANIER WORLDWIDE, INC.


         LANIER WORLDWIDE, INC., a Delaware corporation (the "Corporation"),
hereby certifies as follows:

         1.    The name of the Corporation is Lanier Worldwide, Inc. and it
was originally incorporated under the name Harris/3M Document Products, Inc.
The date of filing of its original certificate of incorporation with the
Secretary of State was December 2, 1985.

         2.    This Restated Certificate of Incorporation amends, restates and
integrates the provisions of the Certificate of Incorporation as currently in
effect of said Corporation and has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware by written consent of the holders of all of the outstanding stock
entitled to vote thereon in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.

         3.    The text of the Restated Certificate of Incorporation as
currently in effect is hereby amended and restated to read herein as set forth
in full:

         FIRST. The name of the Corporation is Lanier Worldwide, Inc.

         SECOND. The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City
of Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

         THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 525,000,000, of which 500,000,000
shares of the par value of $0.01 per share shall be a separate class designated
as Common Stock and 25,000,000 shares of the par value of $0.01 per share shall
be a separate class designated as Preferred Stock.


                                A. COMMON STOCK

         (i)    Voting. Except as may be provided in this Restated Certificate
of Incorporation or required by law, the Common Stock shall have voting rights
in the election of directors and on
<PAGE>   2

all other matters presented to stockholders, with each holder of Common Stock
being entitled to one vote for each share of Common Stock held of record by
such holder on such matters.

         (ii)   Dividends. Subject to the rights of the holders of any series
of Preferred Stock, holders of Common Stock shall be entitled to receive such
dividends and distributions (whether payable in cash or otherwise) as may be
declared on the Common Stock by the board of directors of the Corporation from
time to time out of assets or funds of the Corporation legally available
therefor; provided that the board of directors of the Corporation shall declare
no dividend, and no dividend shall be paid, with respect to any outstanding
share of Common Stock, whether in cash or otherwise (including any dividend in
shares of Common Stock on or with respect to shares of Common Stock ("Stock
Dividends")), unless, simultaneously, the same dividend is declared or paid
with respect to each share of Common Stock. Stock Dividends with respect to
Common Stock may be paid only with shares of Common Stock.

         (iii)  Subdivisions, Combinations and Mergers. In the event of any
merger, statutory share exchange, consolidation or similar form of corporate
transaction involving the Corporation (whether or not the Corporation is the
surviving entity), the holders of Common Stock shall be entitled to receive the
same per share consideration, if any.

         (iv)   Rights on Liquidation. Subject to the rights of the holders of
any series of Preferred Stock, in the event of any liquidation, dissolution or
winding-up of the Corporation (whether voluntary or involuntary), the assets of
the Corporation available for distribution to stockholders shall be distributed
in equal amounts per share to the holders of Common Stock.

         For purposes of this paragraph, a merger, statutory share exchange,
consolidation or similar corporate transaction involving the Corporation
(whether or not the Corporation is the surviving entity), or the sale, transfer
or lease by the Corporation of all or substantially all its assets, shall not
constitute or be deemed a liquidation, dissolution or winding-up of the
Corporation.

                               B. PREFERRED STOCK

         Shares of Preferred Stock may be issued in one or more series from
time to time as determined by the board of directors of the Corporation, and
the board of directors of the Corporation is authorized to fix by resolution or
resolutions the designations and the powers, preferences and rights, and the
qualifications, limitations and restrictions thereof, of the shares of each
series of Preferred Stock, including the following:

         (i)    the distinctive serial designation of such series which shall
distinguish it from other series;

         (ii)   the number of shares included in such series;



                                       2
<PAGE>   3

         (iii)  whether dividends shall be payable to the holders of the shares
of such series and, if so, the basis on which such holders shall be entitled to
receive dividends (which may include, without limitation, a right to receive
such dividends or distributions as may be declared on the shares of such series
by the board of directors of the Corporation, a right to receive such dividends
or distributions, or any portion or multiple thereof, as may be declared on the
Common Stock or any other class of stock or, in addition to or in lieu of any
other right to receive dividends, a right to receive dividends at a particular
rate or at a rate determined by a particular method, in which case such rate or
method of determining such rate may be set forth), the form of such dividend,
any conditions on which such dividends shall be payable and the date or dates,
if any, on which such dividends shall be payable;

         (iv)   whether dividends on the shares of such series shall be
cumulative and, if so, the date or dates or method of determining the date or
dates from which dividends on the shares of such series shall be cumulative;

         (v)    the amount or amounts, if any, which shall be payable out of
the assets of the Corporation to the holders of the shares of such series upon
the voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, and the relative rights of priority, if any, of payment of the
shares of such series;

         (vi)   the price or prices (in cash, securities or other property or a
combination thereof) at which, the period or periods within which and the terms
and conditions upon which the shares of such series may be redeemed, in whole
or in part, at the option of the Corporation or at the option of the holder or
holders thereof or upon the happening of a specified event or events;

         (vii)  the obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices (in cash, securities or other property or a combination
thereof) at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;

         (viii) whether or not the shares of such series shall be convertible
or exchangeable, at any time or times at the option of the holder or holders
thereof or at the option of the Corporation or upon the happening of a
specified event or events, into shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation or any other securities or property of the Corporation or any other
entity, and the price or prices (in cash, securities or other property or a
combination thereof) or rate or rates of conversion or exchange and any
adjustments applicable thereto; and

         (ix)   whether or not the holders of the shares of such series shall
have voting rights, in addition to the voting rights provided by law, and if so
the terms of such voting rights, which may provide, among other things and
subject to the other provisions of this Restated Certificate of Incorporation,
that each share of such series shall carry one vote or more or less than one
vote per share, that the holders of such series shall be entitled to vote on
certain matters as a separate



                                       3
<PAGE>   4

class (which for such purpose may be comprised solely of such series or of such
series and one or more other series or classes of stock of the Corporation) and
that all the shares of such series entitled to vote on a particular matter
shall be deemed to be voted on such matter in the manner that a specified
portion of the voting power of the shares of such series or separate class are
voted on such matter.

         For all purposes, this Restated Certificate of Incorporation shall
include each certificate of designations (if any) setting forth the terms of a
series of Preferred Stock.

         Subject to the rights, if any, of the holders of any series of
Preferred Stock set forth in a certificate of designations, an amendment of
this Restated Certificate of Incorporation to increase or decrease the number
of authorized shares of any series of Preferred Stock (but not below the number
of shares thereof then outstanding) may be adopted by resolution adopted by the
board of directors of the Corporation and approved by the affirmative vote of
the holders of a majority of the voting power of all outstanding shares of
Common Stock of the Corporation and all other outstanding shares of stock of
the Corporation entitled to vote thereon irrespective of the provisions of the
Delaware General Corporation Law, with such outstanding shares of Common Stock
and other stock considered for this purpose as a single class, and no vote of
the holders of any series of Preferred Stock, voting as a separate class, shall
be required therefor.

         Except as otherwise required by law or provided in the certificate of
designations for the relevant series, holders of Common Stock, as such, shall
not be entitled to vote on any amendment of this Restated Certificate of
Incorporation that alters or changes the powers, preferences, rights or other
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other series of Preferred Stock, to vote thereon as a
separate class pursuant to this Restated Certificate of Incorporation or
pursuant to the Delaware General Corporation Law as then in effect.

         FIFTH. All corporate powers shall be exercised by the board of
directors of the Corporation, except as otherwise specifically required by law
or as otherwise provided in this Restated Certificate of Incorporation. Any
meeting of stockholders may be postponed by action of the board of directors at
any time in advance of such meeting. The board of directors of the Corporation
shall have the power to adopt such rules and regulations for the conduct of the
meetings and management of the affairs of the Corporation as they may deem
proper and the power to adjourn any meeting of stockholders without a vote of
the stockholders, which powers may be delegated by the board of directors to
the chairman of such meeting either in such rules and regulations or pursuant
to the by-laws of the Corporation.

         Special meetings of stockholders of the Corporation may be called at
any time by, but only by, the board of directors of the Corporation, to be held
at such date, time and place either within or without the State of Delaware as
may be stated in the notice of the meeting.



                                       4
<PAGE>   5

         The board of directors of the Corporation is authorized to adopt,
amend or repeal by-laws of the Corporation. No adoption, amendment or repeal of
a by-law by action of stockholders shall be effective unless approved by the
affirmative vote of the holders of not less than 80% of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote on such matter, with such
outstanding shares of Common Stock and other stock considered for this purpose
as a single class. Any vote of stockholders required by this Article FIFTH
shall be in addition to any other vote of stockholders that may be required by
law, this Restated Certificate of Incorporation, the by-laws of the
Corporation, any agreement with a national securities exchange or otherwise.

         SIXTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the Corporation.

         SEVENTH. The directors of the Corporation shall be divided into three
classes. The number of directors of the Corporation and the number of directors
in each class of directors shall be fixed only by resolution of the board of
directors of the Corporation from time to time. The initial term of office of
the first such class of directors shall expire at the annual meeting of
stockholders in 2000, the initial term of office of the second such class of
directors shall expire at the annual meeting of stockholders in 2001 and the
initial term of office of the third such class of directors shall expire at the
annual meeting of stockholders in 2002, with each such class of directors to
hold office until their successors have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to succeed the directors
whose terms expire at such annual meeting shall be elected to hold office for a
term expiring at the annual meeting of stockholders in the third year following
the year of their election and until their successors have been duly elected
and qualified. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes in such manner as the board of directors
of the Corporation shall determine, but no decrease in the number of directors
may shorten the term of any incumbent director.

         No director who is part of any such class of directors may be removed
except both for cause and with the affirmative vote of the holders of not less
than 80% of the voting power of all outstanding shares of stock of the
Corporation entitled to vote generally in the election of directors, considered
for this purpose as a single class.

         Vacancies and newly created directorships resulting from any increase
in the authorized number of directors or from any other cause (other than
vacancies and newly created directorships which the holders of any class or
classes of stock or series thereof are expressly entitled by this Restated
Certificate of Incorporation to fill) shall be filled by, and only by, a
majority of the directors then in office, although less than a quorum, or by
the sole remaining director. Any director appointed to fill a vacancy or a
newly created directorship shall hold office until the next election of the
class of directors of the director which such director replaced or the class of
directors to which such director was appointed, and until his or her successor
is elected and qualified or until his or her earlier resignation or removal.



                                       5
<PAGE>   6

         Notwithstanding the foregoing, in the event that the holders of any
class or series of Preferred Stock of the Corporation shall be entitled, voting
separately as a class, to elect any directors of the Corporation, then the
number of directors that may be elected by such holders voting separately as a
class shall be in addition to the number fixed pursuant to a resolution of the
board of directors of the Corporation. Except as otherwise provided in the
terms of such class or series, (i) the terms of the directors elected by such
holders voting separately as a class shall expire at the annual meeting of
stockholders next succeeding their election without regard to the
classification of other directors and (ii) any director or directors elected by
such holders voting separately as a class may be removed, with or without
cause, by the holders of a majority of the voting power of all outstanding
shares of stock of the Corporation entitled to vote separately as a class in an
election of such directors.

         EIGHTH. In taking any action, including action that may involve or
relate to a change or potential change in the control of the Corporation, a
director of the Corporation may consider, among other things, both the
long-term and short-term interests of the Corporation and its stockholders and
the effects that the Corporation's actions may have in the short term or long
term upon any one or more of the following matters:

         (i)    the prospects for potential growth, development, productivity
and profitability of the Corporation;

         (ii)   the Corporation's current employees;

         (iii)  the Corporation's employees and other beneficiaries receiving
or entitled to receive retirement, welfare or similar benefits from or pursuant
to any plan sponsored, or agreement entered into, by the Corporation;

         (iv)   the Corporation's customers and creditors;

         (v)    the ability of the Corporation to provide, as a going concern,
goods, services, employment opportunities and employment benefits and otherwise
to contribute to the communities in which it does business; and

         (vi)   such other additional factors as a director may consider
appropriate in such circumstances.

         Nothing in this Article EIGHTH shall create any duty owed by any
director of the Corporation to any person or entity to consider, or afford any
particular weight to, any of the foregoing matters or to limit his or her
consideration to the foregoing matters. No such employee, former employee,
beneficiary, customer, creditor or community or member thereof shall have any
rights against any director of the Corporation or the Corporation under this
Article EIGHTH.



                                       6
<PAGE>   7

         NINTH. From and after the filing of this Restated Certificate of
Incorporation, no action of stockholders of the Corporation required or
permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting of stockholders, without prior
notice and without a vote, and the power of stockholders of the Corporation to
consent in writing to the taking of any action without a meeting is
specifically denied. Notwithstanding this Article NINTH, the holders of any
series of Preferred Stock of the Corporation shall be entitled to take action
by written consent to such extent, if any, as may be provided in the terms of
such series.

         TENTH. No provision of Article FIFTH, SEVENTH, EIGHTH, NINTH OR
ELEVENTH or of this Article TENTH shall be amended, modified or repealed, and
no provision inconsistent with any such provision shall become part of this
Restated Certificate of Incorporation, unless such matter is approved by the
affirmative vote of the holders of not less than 80% of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote on such matter, with such
outstanding shares of Common Stock and other stock considered for this purpose
as a single class. Any vote of stockholders required by this Article TENTH
shall be in addition to any other vote of the stockholders that may be required
by law, this Restated Certificate of Incorporation, the by-laws of the
Corporation, any agreement with a national securities exchange or otherwise.

         ELEVENTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director of the Corporation, except to the extent that such exemption
from liability or limitation thereof is not permitted under the Delaware
General Corporation Law as currently in effect or as the same may hereafter be
amended.



                                       7
<PAGE>   8

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed and attested by its duly authorized officer on this 2nd day of November,
1999.


                                   LANIER WORLDWIDE, INC.



                                   By: /s/ J. Michael Kelly
                                       Name:  J. Michael Kelly
                                       Title: Vice President, General Counsel
                                       and Secretary



                                       8

<PAGE>   1
                                                                     EXHIBIT 3.2

                                    BY-LAWS
                                       OF
                             LANIER WORLDWIDE, INC.


                                   ARTICLE I

                                  STOCKHOLDERS


         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other business properly brought before the
meeting may be transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by, and only by, the Board of Directors, to be held at such
date, time and place either within or without the State of Delaware as may be
stated in the notice of the meeting.

         Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise required by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's
address as it appears on the records of the Corporation.

         Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise required by law, the Corporation's certificate of incorporation or
these by-laws, the holders of a majority of the outstanding shares of stock
entitled to vote on a matter at the meeting, present in person or represented
by proxy, shall constitute a quorum. For purposes of the foregoing, where a
separate vote by class or classes is required for any matter, the holders of a
majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a
<PAGE>   2

quorum to take action with respect to that vote on that matter. Two or more
classes or series of stock shall be considered a single class if the holders
thereof are entitled to vote together as a single class at the meeting. In the
absence of a quorum of the holders of any class of stock entitled to vote on a
matter, the meeting of such class may be adjourned from time to time in the
manner provided by Sections 1.4 and 1.6 of these by-laws until a quorum of such
class shall be so present or represented. Shares of its own capital stock
belonging on the record date for the meeting to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of
the Corporation to vote stock, including but not limited to its own stock, held
by it in a fiduciary capacity.

         Section 1.6. Organization. Meetings of stockholders shall be presided
over by a Chairman of the Board, if any, or in the absence of a Chairman of the
Board by a Vice Chairman of the Board, if any, or in the absence of a Vice
Chairman of the Board by a Chief Executive Officer, or in the absence of a
Chief Executive Officer by a President, or in the absence of a President by a
Chief Operating Officer, or in the absence of a Chief Operating Officer by a
Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by
a chairman chosen at the meeting. A Secretary, or in the absence of a Secretary
an Assistant Secretary, shall act as secretary of the meeting, but in the
absence of a Secretary and any Assistant Secretary the chairman of the meeting
may appoint any person to act as secretary of the meeting.

         The order of business at each such meeting shall be as determined by
the chairman of the meeting. The chairman of the meeting shall have the right
and authority to adjourn a meeting of stockholders without a vote of
stockholders and to prescribe such rules, regulations and procedures and to do
all such acts and things as are necessary or desirable for the proper conduct
of the meeting and are not inconsistent with any rules or regulations adopted
by the Board of Directors pursuant to the provisions of the certificate of
incorporation, including the establishment of procedures for the maintenance of
order and safety, limitations on the time allotted to questions or comments on
the affairs of the Corporation, restrictions on entry to such meeting after the
time prescribed for the commencement thereof and the opening and closing of the
voting polls for each item upon which a vote is to be taken.

         Section 1.7. Inspectors. Prior to any meeting of stockholders, the
Board of Directors, a Chairman of the Board, a Vice Chairman of the Board, a
Chief Executive Officer, a President, a Chief Operating Officer, a Vice
President or any other officer designated by the Board shall appoint one or
more inspectors to act at such meeting and make a written report thereof and
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at the
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall ascertain the number of shares
outstanding and the voting power of each,



                                       2
<PAGE>   3

determine the shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons to assist them in the
performance of their duties. The date and time of the opening and closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxy or vote, nor any revocation
thereof or change thereto, shall be accepted by the inspectors after the
closing of the polls. In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted therewith, any information provided by a stockholder who
submits a proxy by telegram, cablegram or other electronic transmission from
which it can be determined that the proxy was authorized by the stockholder,
ballots and the regular books and records of the Corporation, and they may also
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for such
purpose, they shall, at the time they make their certification, specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the
means by which the information was obtained and the basis for the inspectors'
belief that such information is accurate and reliable.

         Section 1.8. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. If the
Corporation's certificate of incorporation provides for more or less than one
vote for any share on any matter, every reference in these by-laws to a
majority or other proportion of shares of stock shall refer to such majority or
other proportion of the votes of such shares of stock. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by filing
an instrument in writing revoking the proxy or another duly executed proxy
bearing a later date with a Secretary. Voting at meetings of stockholders need
not be by written ballot unless so directed by the chairman of the meeting or
the Board of Directors. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. In all other matters, unless
otherwise required by law, the Corporation's certificate of incorporation or
these by-laws, the affirmative vote of the holders of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the subject matter shall be the act of the stockholders. Where a separate
vote by class or classes is required,



                                       3
<PAGE>   4

the affirmative vote of the holders of a majority (or, in the case of an
election of directors, a plurality) of the shares of such class or classes
present in person or represented by proxy at the meeting shall be the act of
such class or classes, except as otherwise required by law, the Corporation's
certificate of incorporation or these by-laws.

         Section 1.9.  Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to the
action for which a record date is being established. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto.

         Section 1.10. List of Stockholders Entitled to Vote. A Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the municipality where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

         Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.

         (a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only
such matters, including the nomination



                                       4
<PAGE>   5

and election of directors, as shall be brought properly before such meeting in
compliance with the procedures set forth in this Section 1.11.

         (b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
1.11(b) (x) by a stockholder that holds of record stock of the Corporation
entitled to vote at the annual meeting on such matter (including any election
of a director) or (y) by a person (a "Nominee Holder") that holds such stock
through a nominee or "street name" holder of record of such stock and can
demonstrate to the Corporation such indirect ownership of, and such Nominee
Holder's entitlement to vote, such stock on such matter. In addition to any
other requirements under applicable law, the Corporation's certificate of
incorporation and these by-laws, persons nominated by stockholders for election
as directors of the Corporation and any other proposals by stockholders shall
be properly brought before an annual meeting of stockholders only if notice of
any such matter to be presented by a stockholder at such meeting (a
"Stockholder Notice") shall be delivered to a Secretary at the principal
executive office of the Corporation not less than ninety nor more than one
hundred and twenty days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that if and only if the
annual meeting is not scheduled to be held within a period that commences
thirty days before and ends thirty days after such anniversary date (an annual
meeting date outside such period being referred to herein as an "Other Meeting
Date"), such Stockholder Notice shall be given in the manner provided herein by
the later of (i) the close of business on the date ninety days prior to such
Other Meeting Date or (ii) the close of business on the tenth day following the
date on which such Other Meeting Date is first publicly announced or disclosed.
Any stockholder desiring to nominate any person or persons (as the case may be)
for election as a director or directors of the Corporation at an annual meeting
of stockholders shall deliver, as part of such Stockholder Notice, a statement
in writing setting forth the name of the person or persons to be nominated, the
number and class of all shares of each class of stock of the Corporation owned
of record and beneficially by each such person, as reported to such stockholder
by such person, the information regarding each such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the
Securities and Exchange Commission, each such person's signed consent to serve
as a director of the Corporation if elected, such stockholder's name and
address, the number and class of all shares of each class of stock of the
Corporation owned of record and beneficially by such stockholder and, in the
case of a Nominee Holder, evidence establishing such Nominee Holder's indirect
ownership of stock and entitlement to vote such stock for the election of
directors at the annual meeting. Any stockholder who gives a Stockholder Notice
of any matter (other than a nomination for director) proposed to be brought
before an annual meeting of stockholders shall deliver, as part of such
Stockholder Notice, the text of the proposal to be presented and a brief
written statement of the reasons why such stockholder favors the proposal and
setting forth such stockholder's name and address, the number and class of all
shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder, any material interest of such stockholder in
the matter proposed (other than as a stockholder), if applicable, and, in the
case of a Nominee Holder, evidence



                                       5
<PAGE>   6

establishing such Nominee Holder's indirect ownership of stock and entitlement
to vote such stock on the matter proposed at the annual meeting. As used in
these by-laws, shares "beneficially owned" shall mean all shares which such
person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934 (the "Exchange Act"). If a stockholder is
entitled to vote only for a specific class or category of directors at a
meeting (annual or special), such stockholder's right to nominate one or more
individuals for election as a director at the meeting shall be limited to such
class or category of directors.

         Notwithstanding any provision of this Section 1.11 to the contrary, in
the event that the number of directors to be elected to the Board of Directors
of the Corporation at the next annual meeting of stockholders is increased by
virtue of an increase in the size of the Board of Directors and either all of
the nominees for director at the next annual meeting of stockholders or the
size of the increased Board of Directors is not publicly announced or disclosed
by the Corporation at least one hundred days prior to the first anniversary of
the preceding year's annual meeting, a Stockholder Notice shall also be
considered timely hereunder, but only with respect to nominees to stand for
election at the next annual meeting as the result of any new positions created
by such increase, if it shall be delivered to a Secretary at the principal
executive office of the Corporation not later than the close of business on the
tenth day following the first day on which all such nominees or the size of the
increased Board of Directors shall have been publicly announced or disclosed.

         (c) Except as provided in the immediately following sentence, no
matter shall be properly brought before a special meeting of stockholders
unless such matter shall have been brought before the meeting pursuant to the
Corporation's notice of such meeting. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder entitled to vote for the
election of such director(s) at such meeting may nominate a person or persons
(as the case may be) for election to such position(s) as are specified in the
Corporation's notice of such meeting, but only if the Stockholder Notice
required by Section 1.11(b) hereof shall be delivered to a Secretary at the
principal executive office of the Corporation not later than the close of
business on the tenth day following the first day on which the date of the
special meeting and either the names of all nominees proposed by the Board of
Directors to be elected at such meeting or the number of directors to be
elected shall have been publicly announced or disclosed.

         (d) For purposes of this Section 1.11, a matter shall be deemed to
have been "publicly announced or disclosed" if such matter is disclosed in a
press release reported by the Dow Jones News Service, the Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission.

         (e) In no event shall the adjournment of an annual meeting or a
special meeting, or any announcement thereof, commence a new period for the
giving of notice as provided in this Section 1.11. This Section 1.11 shall not
apply to (i) any stockholder proposal made pursuant to Rule 14a-8 under the
Exchange Act or (ii) any nomination of a director in an election in which only
the holders of one or more series of Preferred Stock of the Corporation issued
pursuant to



                                       6
<PAGE>   7

Article FOURTH of the Corporation's certificate of incorporation are entitled
to vote (unless otherwise provided in the terms of such stock).

         (f) The chairman of any meeting of stockholders, in addition to making
any other determinations that may be appropriate to the conduct of the meeting,
shall have the power and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly given in the
manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

         Section 1.12. Approval of Stockholder Proposals. Except as otherwise
required by law, any matter (other than a nomination for director) that has
been properly brought before an annual or special meeting of stockholders of
the Corporation by a stockholder (including a Nominee Holder) in compliance
with the procedures set forth in Section 1.11 shall require for approval
thereof the affirmative vote of the holders of not less than a majority of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote on such matter, with such
outstanding shares of Common Stock and other stock considered for this purpose
as a single class. Any vote of stockholders required by this Section 1.12 shall
be in addition to any other vote of stockholders of the Corporation that may be
required by law, the Corporation's certificate of incorporation or these
by-laws, by any agreement with a national securities exchange or otherwise.


                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 2.1.  Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise required by law or provided in the
Corporation's certificate of incorporation. The number of directors of the
Corporation and the number of directors in each class of directors shall be
fixed only by resolution of the Board of Directors from time to time. If the
holders of any class or classes of stock or series thereof are entitled by the
Corporation's certificate of incorporation to elect one or more directors, the
preceding sentence shall not apply to such directors and the number of such
directors shall be as provided in the terms of such stock. Directors need not
be stockholders.

         Section 2.2.  Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the next election of the class
or category for which such director shall have been chosen, and until his or
her successor is elected and qualified or until his or her earlier resignation
or removal. Any director may resign at any time upon written notice to the
Board of Directors or to a Chairman of the Board, a Vice Chairman of the Board,
a Chief Executive Officer, a President, a Chief Operating Officer or a
Secretary. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such



                                       7
<PAGE>   8

resignation shall be necessary to make it effective. No director may be removed
except as provided in the Corporation's certificate of incorporation. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors (other than any directors elected in the manner described
in the next sentence) or from any other cause shall be filled by, and only by,
a majority of the directors then in office, although less than a quorum, or by
the sole remaining director. Whenever the holders of any class or classes of
stock or series thereof are entitled by the certificate of incorporation to
elect one or more directors, vacancies and newly created directorships of such
class or classes or series may be filled by, and only by, a majority of the
directors elected by such class or classes or series then in office, or by the
sole remaining director so elected. Any director elected or appointed to fill a
vacancy or a newly created directorship shall hold office until the next
election of the class of directors of the director which such director replaced
or the class of directors to which such director was appointed, and until his
or her successor is elected and qualified or until his or her earlier
resignation or removal.

         Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.

         Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by a Chairman of the Board, if any, by a Vice Chairman
of the Board, if any, by a Chief Executive Officer, if any, by a President, if
any, by a Chief Operating Officer, if any, or by any two directors. Reasonable
notice thereof shall be given by the person or persons calling the meeting.

         Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Corporation's certificate of
incorporation or these by-laws, members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this by-law shall constitute presence in person at such meeting.

         Section 2.6. Quorum; Vote Required for Action. At each meeting of the
Board of Directors, one-half of the number of directors equal to (i) the total
number of directors fixed by resolution of the board of directors (including
any vacancies) plus (ii) the number of directors elected by a holder or holders
of Preferred Stock voting separately as a class, as described in the fourth
paragraph of Article SEVENTH of the certificate of incorporation (including any
vacancies), shall constitute a quorum for the transaction of business. The vote
of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board unless the certificate of incorporation
or these by-laws shall require a vote of a greater number. In case at any
meeting of the Board a quorum shall not be present, the members or a majority
of the members of the Board present may adjourn the meeting from time to time
until a quorum shall be present.



                                       8
<PAGE>   9

         Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by a Chairman of the Board, if any, or in the absence of a
Chairman of the Board by a Vice Chairman of the Board, if any, or in the
absence of a Vice Chairman of the Board, by a Chief Executive Officer, or in
the absence of a Chief Executive Officer, by a President, or in the absence of
a President, by a Chief Operating Officer, or in the absence of a Chief
Operating Officer, by a chairman chosen at the meeting. A Secretary, or in the
absence of a Secretary an Assistant Secretary, shall act as secretary of the
meeting, but in the absence of a Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

         Section 2.8. Action by Directors Without a Meeting. Unless otherwise
restricted by the Corporation's certificate of incorporation or these by-laws,
any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or of such committee, as the case may be, then in office
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

         Section 2.9. Compensation of Directors. Unless otherwise restricted by
the Corporation's certificate of incorporation or these by-laws, the Board of
Directors shall have the authority to fix the compensation of directors.


                                  ARTICLE III

                                   COMMITTEES

         Section 3.1. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
or in these by-laws, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
law to be submitted to stockholders for approval or (ii) adopting, amending or
repealing these by-laws.



                                       9
<PAGE>   10

         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall
conduct its business in the same manner as the Board conducts its business
pursuant to Article II of these by-laws.


                                   ARTICLE IV

                                    OFFICERS

         Section 4.1. Officers; Election or Appointment. The Board of Directors
shall take such action as may be necessary from time to time to ensure that the
Corporation has such officers as are necessary, under Section 5.1 of these
by-laws and the Delaware General Corporation Law as currently in effect or as
the same may hereafter be amended, to enable it to sign stock certificates. The
executive officers of the Company shall consist of the Chief Executive Officer,
the President, and such Executive Vice Presidents as the Board of Directors
shall choose to elect, if any. In addition thereto, the officers shall include
such number of Vice Presidents as the Board of Directors may choose to elect,
the Secretary, the Treasurer, the General Counsel, and if so determined by the
Board of Directors, a Controller. In their discretion, the Board of Directors
may elect one or more Assistant Secretaries and Assistant Treasurers and any
other additional officers. Any number of offices may be held by the same person
and directors may hold any office unless the Corporation's certificate of
incorporation or these by-laws otherwise provide.

         Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing or
authorizing the appointment of any officer, each officer shall hold office
until his or her successor is elected or appointed and qualified or until his
or her earlier resignation or removal. Any officer may resign at any time upon
written notice to the Board or to such person or persons as the Board may
designate. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any officer authorized by the Board to appoint a
person to hold an office of the Corporation may also remove such person from
such office with or without cause at any time, unless otherwise provided in the
resolution of the Board providing such authorization. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election or appointment of an officer shall not of itself
create contractual rights. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled by the
Board at any regular or special meeting or by an officer authorized by the
Board to appoint a person to hold such office.



                                      10
<PAGE>   11

         Section 4.3. Powers and Duties in General. The powers and duties of
the officers shall be exercised in all cases subject to such directions as the
Board of Directors may see fit to give. The respective powers and duties
hereinafter set forth are subject to alteration by the Board of Directors. The
Board of Directors is also authorized to delegate the duties of any officer to
any other officer, employee or committee and to require the performance of
duties in addition to those provided for herein. Subject to such directions, if
any, as the Board of Directors may give from time to time, the executive
officers of the Company are authorized to establish and to modify from time to
time an Organization Plan defining the respective duties and functions of the
officers of the Company.

         Section 4.4. Chief Executive Officer. The Chief Executive Officer
shall initiate and develop broad Company policies and, subject to the power and
authority of the Board of Directors, have general supervision, direction, and
control of the officers, employees, business and affairs of the Company.

         Section 4.5. President. The President shall have, subject to the power
and authority of the Board of Directors and the Chief Executive Officer,
general responsibility for the major functions of the business of the Company.

         Section 4.6. Vice Presidents. The Vice Presidents of the Company shall
have such duties and responsibilities as are specified by the Board of
Directors and the Chief Executive Officer. In the absence or disability of the
President, the Vice Presidents, in the order designated by the Board of
Directors, shall perform the President's duties.

         Section 4.7. Secretary, Treasurer, General Counsel and Controller. The
Secretary, the Treasurer, the General Counsel and the Controller (if any) shall
perform such duties as are indicated by their respective titles, subject to the
provisions of Section 4.3 of this Article. The Secretary shall have the custody
of the corporate seal.

         Section 4.8. Other Officers. All other officers shall have such powers
and duties as may be prescribed by the Board of Directors, or, in the absence
of their action, by the chief executive officers of the Company or by the
respective officers having supervision over them.

         Section 4.9. Compensation. The Board of Directors is authorized to
determine, or to provide the method of determining, or to empower a special
committee of its members to determine, the compensation.


                                   ARTICLE V

                                     STOCK

         Section 5.1. Certificates; Uncertificated Shares. The shares of stock
in the Corporation shall be represented by certificates, provided that the
Board of Directors of the Corporation may



                                      11
<PAGE>   12

provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such resolution shall
not apply to any such shares represented by a certificate theretofore issued
until such certificate is surrendered to the Corporation. Notwithstanding the
adoption of such a resolution or resolutions by the Board of Directors of the
Corporation, every holder of stock represented by certificates, and upon
request every holder of uncertificated shares, shall be entitled to have a
certificate signed by or in the name of the Corporation by a Chairman or Vice
Chairman of the Board or a President or Vice President, and by a Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary, representing the number
of shares of stock in the Corporation owned by such holder. If such certificate
is manually signed by one officer or manually countersigned by a transfer agent
or by a registrar, any other signature on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue. Certificates
representing shares of stock of the Corporation may bear such legends regarding
restrictions on transfer or other matters as any officer or officers of the
Corporation may determine to be appropriate and lawful.

         If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise required by law,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
such class or series of stock and the qualifications, limitations or
restrictions of such preferences and/or rights. Within a reasonable time after
the issuance or transfer of uncertificated shares of any class or series of
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required by law to be set forth or stated on
certificates representing shares of such class or series or a statement that
the Corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative, participating, optional or
other special rights of such class or series and the qualifications,
limitations or restrictions of such preferences and/or rights.

         Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

         Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the



                                      12
<PAGE>   13

Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.


                                   ARTICLE VI

                                 MISCELLANEOUS

         Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 6.2. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.

         Section 6.4. Indemnification. The Corporation shall indemnify to the
full extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of the Corporation, is or was a
director, officer, trustee, member, stockholder, partner, incorporator or
liquidator of a Subsidiary of the Corporation, or serves or served at the
request of the Corporation as a director, officer, trustee, member,
stockholder, partner, incorporator or liquidator of or in any other capacity
for any other enterprise. Expenses, including attorneys' fees and expenses,
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Corporation promptly upon demand by such
person and, if any such demand is made in advance of the final disposition of
any such action, suit or proceeding, promptly upon receipt by the Corporation
of an undertaking of such person to repay such expenses if it shall ultimately
be determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this by-law shall be
enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a director or officer
or in such other capacity as provided above. In addition, the rights provided
to any person by this by-law shall survive the termination



                                      13
<PAGE>   14

of such person as any such director, officer, trustee, member, stockholder,
partner, incorporator or liquidator and, insofar as such person served at the
request of the Corporation as a director, officer, trustee, member,
stockholder, partner, incorporator or liquidator of or in any other capacity
for any other enterprise, shall survive the termination of such request as to
service prior to termination of such request. No amendment of this by-law shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment.

         Notwithstanding anything contained in this Section 6.4, except for
proceedings to enforce rights provided in this Section 6.4, the Corporation
shall not be obligated under this Section 6.4 to provide any indemnification or
any payment or reimbursement of expenses to any director, officer or other
person in connection with a proceeding (or part thereof) initiated by such
person (which shall not include counterclaims or crossclaims initiated by
others) unless the Board of Directors has authorized or consented to such
proceeding (or part thereof) in a resolution adopted by the Board.

         For purposes of this by-law, the term "Subsidiary" shall mean any
corporation, partnership, limited liability company or other entity in which
the Corporation owns, directly or indirectly, a majority of the economic or
voting ownership interest; the term "other enterprise" shall include any
corporation, partnership, limited liability company, joint venture, trust,
association or other unincorporated organization or other entity and any
employee benefit plan; the term "officer," when used with respect to the
Corporation, shall refer to any officer elected by or appointed pursuant to
authority granted by the Board of Directors of the Corporation pursuant to
clauses (i), (ii), (iii) and (iv) of Section 4.1 of these by-laws, when used
with respect to a Subsidiary or other enterprise that is a corporation, shall
refer to any person elected or appointed pursuant to the by-laws of such
Subsidiary or other enterprise or chosen in such manner as is prescribed by the
by-laws of such Subsidiary or other enterprise or determined by the Board of
Directors of such Subsidiary or other enterprise, and when used with respect to
a Subsidiary or other enterprise that is not a corporation or is organized in a
foreign jurisdiction, the term "officer" shall include in addition to any
officer of such entity, any person serving in a similar capacity or as the
manager of such entity; service "at the request of the Corporation" shall
include service as a director or officer of the Corporation which imposes
duties on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to an
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation.

         To the extent authorized from time to time by the Board of Directors,
the Corporation may provide to (i) any one or more employees and other agents
of the Corporation, (ii) any one or more officers, employees and other agents
of any Subsidiary and (iii) any one or more directors, officers, employees and
other agents of any other enterprise, rights of indemnification and to receive
payment or reimbursement of expenses, including attorneys' fees, that are
similar to the rights conferred in this Section 6.4 on directors and officers
of the Corporation or any



                                      14
<PAGE>   15

Subsidiary or other enterprise. Any such rights shall have the same force and
effect as they would have if they were conferred in this Section 6.4.

         Nothing in this Section 6.4 shall limit the power of the Corporation
or the Board of Directors to provide rights of indemnification and to make
payment and reimbursement of expenses, including attorneys' fees, to directors,
officers, employees, agents and other persons otherwise than pursuant to this
Section 6.4.

         Section 6.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, limited
liability company, joint venture, trust, association or other unincorporated
organization or other entity in which one or more of its directors or officers
serve as directors, officers, trustees or in a similar capacity or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are counted for such
purpose, if: (i) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; (ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by a vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         Section 6.6. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 6.7. Laws and Regulations; Close of Business.

         (a) For purposes of these by-laws, any reference to a statute, rule or
regulation of any governmental body means such statute, rule or regulation
(including any successor thereto) as the same may be amended from time to time.

         (b) Any reference in these by-laws to the close of business on any day
shall be deemed to mean 5:00 P.M. New York time on such day, whether or not
such day is a business day.



                                      15
<PAGE>   16

         Section 6.8. Amendment of By-Laws. These by-laws may be amended,
modified or repealed, and new by-laws may be adopted at any time, by the Board
of Directors. Stockholders of the Corporation may adopt additional by-laws and
amend, modify or repeal any by-law whether or not adopted by them, but only in
accordance with Article FIFTH of the Corporation's certificate of
incorporation.



                                      16

<PAGE>   1
                                                                     EXHIBIT 4.1


                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                                   dated as of

                                November 5, 1999

                                     between

                             LANIER WORLDWIDE, INC.

                                       and

                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,

                                 as Rights Agent






- --------------------------------------------------------------------------------

<PAGE>   2



                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT

                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----

<S>               <C>                                                                                  <C>
ARTICLE I         CERTAIN DEFINITIONS....................................................................2
         1.1      Certain Definitions....................................................................2

ARTICLE II        THE RIGHTS............................................................................10
         2.1      Legend on Common Stock Certificates...................................................10
         2.2      Exercise of Rights; Separation of Rights..............................................11
         2.3      Adjustments to Exercise Price; Number of Rights.......................................14
         2.4      Date on Which Exercise is Effective...................................................16
         2.5      Execution, Authentication, Delivery and Dating of Rights Certificates.................17
         2.6      Registration, Registration of Transfer and Exchange...................................18
         2.7      Mutilated, Destroyed, Lost and Stolen Rights Certificates.............................19
         2.8      Persons Deemed Owners.................................................................20
         2.9      Delivery and Cancellation of Certificates.............................................20
         2.10     Agreement of Rights Holders...........................................................21

ARTICLE III       ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS........................22
         3.1      Flip-in...............................................................................22
         3.2      Flip-over.............................................................................25

ARTICLE IV        THE RIGHTS AGENT......................................................................26
         4.1      General...............................................................................26
         4.2      Merger or Consolidation or Change of Name of Rights Agent.............................28
         4.3      Duties of Rights Agent................................................................29
         4.4      Change of Rights Agent................................................................32

ARTICLE V         MISCELLANEOUS.........................................................................33
         5.1      Redemption............................................................................33
         5.2      Expiration............................................................................34
         5.3      Issuance of New Rights Certificates...................................................34
         5.4      Supplements and Amendments............................................................35
         5.5      Fractional Shares.....................................................................36
         5.6      Rights of Action......................................................................36
         5.7      Holder of Rights Not Deemed a Stockholder.............................................37
         5.8      Notice of Proposed Actions............................................................37
         5.9      Notices...............................................................................37
         5.10     Suspension of Exercisability..........................................................38
         5.11     Costs of Enforcement..................................................................39
         5.12     Successors............................................................................39
         5.13     Benefits of this Agreement............................................................39
</TABLE>

<PAGE>   3

<TABLE>
         <S>      <C>                                                                                   <C>

         5.14     Determination and Actions by the Board of Directors, etc..............................39
         5.15     Descriptive Headings..................................................................40
         5.16     GOVERNING LAW.........................................................................40
         5.17     Counterparts..........................................................................40
         5.18     Severability..........................................................................40
</TABLE>


                                    EXHIBITS

Exhibit A         Form of Rights Certificate
                    (Together with Form of
                    Election to Exercise)

[Exhibit B        Form of Certificate of
                    Designation and Terms of
                    Participating Preferred Stock]


                                       ii

<PAGE>   4

                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT


                  STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time
to time, this "Agreement"), dated as of November 4, 1999, between Lanier
Worldwide, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights
Agent (the "Rights Agent", which term shall include any successor Rights Agent
hereunder).
                                   WITNESSETH:

                  WHEREAS, the Board of Directors of the Company has (a)
authorized and declared a dividend of one right ("Right") in respect of each
share of Common Stock (as hereinafter defined) held of record as of the Close of
Business on November 5, 1999 (the "Record Time") and (b) as provided in Section
2.3, authorized the issuance of one Right in respect of each share of Common
Stock issued on or after the date hereof and prior to the Separation Time (as
hereinafter defined) and, to the extent provided in Section 5.3, each share of
Common Stock issued after the Separation Time;

                  WHEREAS, subject to the terms and conditions hereof, each
Right entitles the holder thereof, after the Separation Time, to purchase
securities or assets of the Company (or, in certain cases, securities of certain
other entities) pursuant to the terms and subject to the conditions set forth
herein; and

                  WHEREAS, the Company desires to appoint the Rights Agent to
act on behalf of the Company, and the Rights Agent is willing so to act, in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to herein;
<PAGE>   5

                  NOW THEREFORE, in consideration of the premises and the
respective agreements set forth herein, the parties hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

                  1.1      Certain Definitions. For purposes of this Agreement,
the following terms have the meanings indicated:

                  "Acquiring Person" shall mean any Person, together with all
Affiliates and Associates of such Person, who is or becomes the Beneficial Owner
of 15% or more of the outstanding shares of Common Stock after the effective
date of the distribution of shares of Common Stock by Harris Corporation
("Harris") as contemplated by the Agreement and Plan of Distribution, dated as
of October 22, 1999, between Harris and the Company; provided, however, that the
term "Acquiring Person" shall not include any Person (i) who is the Beneficial
Owner of 15% or more of the outstanding shares of Common Stock on the date of
this Agreement or who shall become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock solely as a result of an acquisition by the
Company of shares of Common Stock, until such time hereafter or thereafter as
any of such Persons shall become the Beneficial Owner (other than by means of a
stock dividend or stock split) of any additional shares of Common Stock, (ii)
who becomes the Beneficial Owner of 15% or more of the outstanding shares of
Common Stock but who acquired Beneficial Ownership of shares of Common Stock
without any plan or intention to seek or affect control of the Company, if such
Person promptly divests, or enters into an agreement with the Company
satisfactory to the Company, in its sole discretion, to divest, and thereafter
promptly divests (without exercising or retaining any power, including voting
power, with respect to such shares), sufficient shares of Common Stock (or

                                      -2-
<PAGE>   6

securities convertible into, exchangeable into or exercisable for Common Stock)
so that such Person ceases to be the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock or (iii) who Beneficially Owns shares of
Common Stock consisting solely of one or more of (A) shares of Common Stock
Beneficially Owned pursuant to the grant or exercise of an option granted to
such Person (an "Option Holder") by the Company in connection with an agreement
to merge with, or acquire, the Company entered into prior to a Stock Acquisition
Date, (B) shares of Common Stock (or securities convertible into, exchangeable
into or exercisable for Common Stock), Beneficially Owned by such Option Holder
or its Affiliates or Associates at the time of grant of such option or (C)
shares of Common Stock (or securities convertible into, exchangeable into or
exercisable for Common Stock) acquired by Affiliates or Associates of such
Option Holder after the time of such grant which, in the aggregate, amount to
less than 1% of the outstanding shares of Common Stock. In addition, the
Company, any Subsidiary of the Company and any employee stock ownership or other
employee benefit plan of the Company or a Subsidiary of the Company (or any
entity or trustee holding shares of Common Stock for or pursuant to the terms of
any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the
Company) or any Person organized, appointed or established by the Company for or
pursuant to the terms of any such plan shall not be an Acquiring Person.

                  "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Exchange Act, as such Rule is
amended and in effect on the date of this Agreement.

                  A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as to which
such Person or any of such

                                      -3-
<PAGE>   7

Person's Affiliates or Associates is or may be deemed to be the beneficial owner
of pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such Rules are
amended and in effect on the date of this Agreement, as well as any securities
as to which such Person or any of such Person's Affiliates or Associates,
directly or indirectly, has the right to become Beneficial Owner (whether such
right is exercisable immediately or only after the passage of time or the
occurrence of conditions) pursuant to any agreement, arrangement or
understanding (other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial
Ownership" of, or to "Beneficially Own", any security (i) solely because such
security has been tendered pursuant to a tender or exchange offer made by such
Person or any of such Person's Affiliates or Associates until such tendered
security is accepted for payment or exchange or (ii) solely because such Person
or any of such Person's Affiliates or Associates has or shares the power to vote
or direct the voting of such security pursuant to a revocable proxy given in
response to a public proxy or consent solicitation made to more than ten holders
of shares of a class of stock of the Company registered under Section 12 of the
Exchange Act and pursuant to, and in accordance with, the applicable rules and
regulations under the Exchange Act, except if such power (or the agreements,
arrangements or understandings relating thereto) is then reportable under Item 6
of Schedule 13D under the Exchange Act (or any similar provision of a comparable
or successor report). For purposes of this Agreement, in determining the
percentage of the outstanding shares of Common Stock with respect to which a
Person is the Beneficial Owner, all shares as to which such Person is deemed the
Beneficial Owner shall be deemed outstanding.

                                      -4-
<PAGE>   8

                  "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
generally authorized or obligated by law or executive order to close.

                  "Close of Business" on any given date shall mean 5:00 p.m. New
York City time on such date or, if such date is not a Business Day, 5:00 p.m.
New York City time on the next succeeding Business Day.

                  "Common Stock" shall mean the shares of Common Stock, par
value $0.01 per share, of the Company.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exchange Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

                  "Exercise Price" shall mean, as of any date, the price at
which a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof in accordance with the terms hereof, the
Exercise Price shall equal $30.00.

                  "Expiration Time" shall mean the earliest of (i) the Exchange
Time, (ii) the Redemption Time, (iii) the Close of Business on the tenth
anniversary of the Record Time, unless extended by action of the Board of
Directors, and (iv) immediately prior to the effective time of a consolidation,
merger or share exchange (each, a "Business Combination") of the Company (A)
into another corporation or (B) with another corporation in which the Company is
the surviving corporation but Common Stock is converted into cash and/or
securities of another corporation, in either case pursuant to an agreement
entered into by the Company prior to a Stock Acquisition Date.

                                      -5-
<PAGE>   9

                  "Flip-in Date" shall mean any Stock Acquisition Date or such
later date and time as the Board of Directors of the Company may from time to
time fix by resolution adopted prior to the Flip-in Date that would otherwise
have occurred.

                  "Flip-over Entity," for purposes of Section 3.2, shall mean
(i) in the case of a Flip-over Transaction or Event described in clause (i) of
the definition thereof, the Person issuing any securities into which shares of
Common Stock are being converted or exchanged and, if no such securities are
being issued, the other party to such Flip-over Transaction or Event and (ii) in
the case of a Flip-over Transaction or Event referred to in clause (ii) of the
definition thereof, the Person receiving the greatest portion of the assets,
operating income or cash flow being transferred in such Flip-over Transaction or
Event, provided in all cases if such Person is a subsidiary of a corporation,
the parent corporation shall be the Flip-Over Entity.

                  "Flip-over Stock" shall mean the capital stock (or similar
equity interest) with the greatest voting power in respect of the election of
directors (or other persons similarly responsible for direction of the business
and affairs) of the Flip-Over Entity.

                  "Flip-over Transaction or Event" shall mean a transaction or
series of transactions on or after a Flip-in Date in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a
statutory share exchange with any other Person if, at the time of consummation
of the consolidation, merger or statutory share exchange or at the time the
Company enters into any agreement with respect to any such consolidation, merger
or statutory share exchange, the Acquiring Person is the Beneficial Owner of 90%
or more of the outstanding shares of Common Stock or controls the Board of
Directors of the Company and either (A) any term of or agreement, arrangement or
understanding concerning the treatment of shares of capital stock in such
consolidation, merger or share exchange relating to the Acquiring Person is not

                                      -6-
<PAGE>   10

identical to the terms and arrangements relating to other holders of the Common
Stock or (B) the Person with whom the transaction or series of transactions
occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring
Person or (ii) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more
than 50% of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of the
Company and its Subsidiaries (taken as a whole) to any Person (other than the
Company or one or more of its wholly owned Subsidiaries) or to two or more such
Persons which are Affiliates or Associates or otherwise acting in concert, if,
at the time of the entry by the Company (or any such Subsidiary) into an
agreement with respect to such sale or transfer of assets, the Acquiring Person
controls the Board of Directors of the Company. An Acquiring Person shall be
deemed to control the Company's Board of Directors when, on or following a
Flip-in Date, the persons who were directors of the Company (or persons
nominated and/or appointed as directors by vote of a majority of such persons)
before the Stock Acquisition Date shall cease to constitute a majority of the
Company's Board of Directors.

                  "Market Price" per share of any securities on any date shall
mean the average of the daily closing prices per share of such securities
(determined as described below) on each of the 20 consecutive Trading Days
through and including the Trading Day immediately preceding such date; provided,
however, that if any event described in Section 2.3 hereof, or any analogous
event, shall have caused the closing prices used to determine the Market Price
on any Trading Days during such period of 20 Trading Days not to be fully
comparable with the closing price on such date, each such closing price so used
shall be appropriately adjusted in order to make it fully comparable with the
closing price on such date. The closing price per share of any


                                      -7-
<PAGE>   11

securities on any date shall be the last reported sale price, regular way, or,
in case no such sale takes place or is quoted on such date, the average of the
closing bid and asked prices, regular way, for each share of such securities, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange, Inc. or, if the securities are not listed or admitted to trading
on the New York Stock Exchange, Inc., as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the securities are listed or admitted to
trading or, if the securities are not listed or admitted to trading on any
national securities exchange, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or such other system then in
use, or, if on any such date the securities are not listed or admitted to
trading on any national securities exchange or quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the securities selected by the Board of
Directors of the Company; provided, however, that if on any such date the
securities are not listed or admitted to trading on a national securities
exchange or traded in the over-the-counter market, the closing price per share
of such securities on such date shall mean the fair value per share of
securities on such date as determined in good faith by the Board of Directors of
the Company, after consultation with a nationally recognized investment banking
firm, and set forth in a certificate delivered to the Rights Agent.

                  "Person" shall mean any individual, firm, partnership, limited
liability company, association, group (as such term is used in Rule 13d-5 under
the Securities Exchange Act of 1934, as such Rule is in effect on the date of
this Agreement), corporation or other entity.

                                      -8-
<PAGE>   12

                  "Preferred Stock" shall mean the series of Participating
Preferred Stock, $.01 par value, of the Company created by a Certificate of
Designation and Terms in substantially the form set forth in Exhibit B hereto
appropriately completed.

                  "Redemption Price" shall mean an amount equal to one cent,
$0.01.

                  "Redemption Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.

                  "Separation Time" shall mean the earlier of (i) the Close of
Business on the tenth Business Day (or such later date as the Board of Directors
of the Company may from time to time fix by resolution adopted prior to the
Separation Time that would otherwise have occurred) after the date on which any
Person commences a tender or exchange offer which, if consummated, would result
in such Person's becoming an Acquiring Person and (ii) the Flip-in Date;
provided, that if any tender or exchange offer referred to in clause (i) of this
paragraph is canceled, terminated or otherwise withdrawn prior to the Separation
Time without the purchase of any shares of Common Stock pursuant thereto, such
offer shall be deemed, for purposes of this paragraph, never to have been made.

                  "Stock Acquisition Date" shall mean the first date of public
announcement by the Company (by any means, including, without limitation, a
report filed pursuant to Section 13(d) of the Exchange Act) that a Person has
become an Acquiring Person or the date on which any Person who has made a tender
or exchange offer for more than 15% of the outstanding shares of Common Stock
becomes an Acquiring Person by the purchase of shares pursuant to the tender or
exchange offer (or by any other means within 180 days following the expiration
of such tender or exchange offer).

                                      -9-
<PAGE>   13

                  "Subsidiary" of any specified Person shall mean any
corporation or other entity of which a majority of the voting power of the
equity securities or a majority of the equity or membership interest is
Beneficially Owned, directly or indirectly, by such Person or otherwise
controlled by such Person.

                  "Trading Day," when used with respect to any securities, shall
mean a day on which the New York Stock Exchange, Inc. is open for the
transaction of business or, if such securities are not listed or admitted to
trading on the New York Stock Exchange, Inc., a day on which the principal
national securities exchange on which such securities are listed or admitted to
trading is open for the transaction of business or, if such securities are not
listed or admitted to trading on any national securities exchange, a Business
Day.

                                   ARTICLE II

                                   THE RIGHTS

                  2.1      Legend on Common Stock Certificates. Certificates for
the Common Stock issued on or after the date of this Agreement but prior to the
Separation Time shall evidence one Right for each share of Common Stock
represented thereby and shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:

         Until the Separation Time (as defined in the Rights Agreement referred
         to below), this certificate also evidences and entitles the holder
         hereof to certain Rights as set forth in a Stockholder Protection
         Rights Agreement, dated as of November 5, 1999 (as such may be amended
         from time to time, the "Rights Agreement"), between Lanier Worldwide,
         Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C., as
         Rights Agent, the terms of which are hereby incorporated herein by
         reference and a copy of which is on file at the principal executive
         offices of the Company. Under certain circumstances, as set forth in
         the Rights Agreement, such Rights may be redeemed, may become
         exercisable for securities or assets of the Company or securities of
         another entity, may be exchanged for shares of Common Stock or other
         securities or assets of the Company, may expire, may become null and
         void (if they are "Beneficially Owned" by an "Acquiring Person" or an
         "Affiliate" or "Associate" thereof, as such terms are defined in the
         Rights Agreement, or by any transferee of any of the foregoing) or may
         be evidenced by separate certificates and may no longer be evidenced by
         this certificate. The Company


                                      -10-
<PAGE>   14

         will mail or arrange for the mailing of a copy of the Rights Agreement
         to the holder of this certificate without charge after the receipt of a
         written request therefor.

Certificates representing shares of Common Stock that are issued and outstanding
at the Record Time shall evidence one Right for each share of Common Stock
evidenced thereby notwithstanding the absence of the foregoing legend.

         If the Common Stock issued after the Record Time but prior to the
Separation Time shall be uncertificated, the registration of such Common Stock
on the stock transfer books of the Company shall evidence one Right for each
share of Common Stock represented thereby and the Company will mail to every
Person that holds such Common Stock a confirmation of the registration of such
Common Stock on the stock transfer books of the Company, which confirmation will
have impressed, printed, written or stamped thereon or otherwise affixed thereto
the above legend. The Company will mail or arrange for the mailing of a copy of
this Agreement to any Person that holds Common Stock, as evidenced by the
registration of the Common Stock in the name of such Person on the stock
transfer books of the Company, without charge after the receipt of a written
request therefor.

                  2.2      Exercise of Rights; Separation of Rights. (a) Subject
to Sections 3.1, 3.2, 5.1 and 5.10 and subject to adjustment as herein set
forth, each Right will entitle the holder thereof, on or after the Separation
Time and prior to the Expiration Time, to purchase, for the Exercise Price, one
one-hundredth of a share of Preferred Stock.

                  (b)      Until the Separation Time, (i) no Right may be
exercised and (ii) each Right will be evidenced by the certificate for the
associated share of Common Stock (or, if the Common Stock shall be
uncertificated, by the registration of the associated Common Stock on the stock
transfer books of the Company) and will be transferable only together with, and
will be transferred by a transfer of, such associated share.

                                      -11-
<PAGE>   15

                  (c)      Subject to the terms and conditions hereof, on or
after the Separation Time and prior to the Expiration Time, the Rights (i) may
be exercised and (ii) may be transferred independent of shares of Common Stock.
Promptly following the Separation Time and receipt by the Rights Agent of notice
thereof as well as other relevant information, the Rights Agent will mail to
each holder of record of Common Stock as of the Separation Time (other than any
Person whose Rights have become null and void pursuant to Section 3.1(b)), at
such holder's address as shown by the records of the Company (the Company hereby
agreeing to furnish, or causing to be furnished, copies of such records to the
Rights Agent for this purpose), (x) a certificate (a "Rights Certificate") in
substantially the form of Exhibit A hereto appropriately completed, representing
the number of Rights held by such holder at the Separation Time and having such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate (which do not
affect the duties or responsibilities of the Rights Agent) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any national securities exchange or quotation system
on which the Rights may from time to time be listed or traded, or to conform to
usage, and (y) a disclosure statement describing the Rights.

                  (d)      Subject to the terms and conditions hereof, Rights
may be exercised on any Business Day on or after the Separation Time and prior
to the Expiration Time by submitting to the Rights Agent the Rights Certificate
evidencing such Rights with an Election to Exercise (an "Election to Exercise")
substantially in the form attached to the Rights Certificate duly and properly
completed, accompanied by payment in cash, or by certified or official bank
check or money order payable to the order of the Company, of a sum equal to the
Exercise Price

                                      -12-
<PAGE>   16

multiplied by the number of Rights being exercised and a sum sufficient to cover
any tax or governmental charge which may be payable in respect of any transfer
involved in the transfer or delivery of Rights Certificates or the issuance or
delivery of certificates (or, if uncertificated, the registration on the stock
transfer books of the Company) for shares or depositary receipts (or both) in a
name other than that of the holder of the Rights being exercised.

                  (e)      Upon receipt of a Rights Certificate, with an
Election to Exercise accompanied by payment as set forth in Section 2.2(d), and
subject to the terms and conditions hereof, the Rights Agent will thereupon
promptly (i)(A) requisition from a transfer agent stock certificates evidencing
such number of shares or other securities to be purchased or, in the case of
uncertificated shares or other securities, requisition from a transfer agent a
notice setting forth such number of shares or other securities to be purchased
for which registration will be made on the stock transfer books of the Company
(the Company hereby irrevocably authorizing its transfer agents to comply with
all such requisitions) and (B) if the Company elects pursuant to Section 5.5 not
to issue certificates (or effect registration on the stock transfer books of the
Company) representing fractional shares, requisition from the depositary
selected by the Company depositary receipts representing the fractional shares
to be purchased or requisition from the Company the amount of cash to be paid in
lieu of fractional shares in accordance with Section 5.5 and (ii) after receipt
of such certificates, depositary receipts, notices and/or cash, deliver the same
to or upon the order of the registered holder of such Rights Certificate,
registered (in the case of certificates, depositary receipts or notices) in such
name or names as may be designated by such holder.

                  (f)      In case the holder of any Rights shall exercise less
than all the Rights evidenced by such holder's Rights Certificate, a new Rights
Certificate evidencing the Rights


                                      -13-
<PAGE>   17

remaining unexercised will be issued by the Rights Agent to such holder or to
such holder's duly authorized assigns.

                  (g)      The Company covenants and agrees that it will (i)
take all such action as may be necessary to ensure that all shares delivered (or
evidenced by registration on the stock transfer books of the Company) upon
exercise of Rights shall, at the time of delivery of the certificates (or
registration) for such shares (subject to payment of the Exercise Price), be
duly and validly authorized, executed, issued and delivered (or registered) and
fully paid and nonassessable; (ii) take all such action as may be necessary to
comply with any applicable requirements of the Securities Act of 1933 or the
Exchange Act, and the rules and regulations thereunder, and any other applicable
law, rule or regulation, in connection with the issuance of any securities upon
exercise of Rights; and (iii) pay when due and payable any and all federal and
state taxes and governmental charges which may be payable in respect of the
original issuance or delivery of the Rights Certificates or of any shares issued
upon the exercise of Rights, provided, that the Company shall not be required to
pay any tax or governmental charge which may be payable in respect of any
transfer involved in the transfer or delivery of Rights Certificates or the
issuance or delivery of certificates (or the registration) for shares in a name
other than that of the holder of the Rights being transferred or exercised.

                  2.3      Adjustments to Exercise Price; Number of Rights. (a)
In the event the Company shall at any time after the Record Time and prior to
the Separation Time (i) declare or pay a dividend on Common Stock payable in
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares of Common Stock, (x)
the Exercise Price in effect after such adjustment will be equal to the Exercise
Price in effect immediately prior to such adjustment divided by the number of
shares of


                                      -14-
<PAGE>   18

Common Stock (the "Expansion Factor") that a holder of one share of Common Stock
immediately prior to such dividend, subdivision or combination would hold
thereafter as a result thereof and (y) each Right held prior to such adjustment
will become that number of Rights equal to the Expansion Factor, and the
adjusted number of Rights will be deemed to be distributed among the shares of
Common Stock with respect to which the original Rights were associated (if they
remain outstanding) and the shares issued in respect of such dividend,
subdivision or combination, so that each such share of Common Stock will have
exactly one Right associated with it. Each adjustment made pursuant to this
paragraph shall be made as of the payment or effective date for the applicable
dividend, subdivision or combination.

                  In the event the Company shall at any time after the Record
Time and prior to the Separation Time issue any shares of Common Stock otherwise
than in a transaction referred to in the preceding paragraph, each such share of
Common Stock so issued shall automatically have one new Right associated with
it, which Right shall be evidenced by the certificate representing such share
(or, if the Common Stock shall be uncertificated, such Right shall be evidenced
by the registration of such Common Stock on the stock transfer books of the
Company). Rights shall be issued by the Company in respect of shares of Common
Stock that are issued or sold by the Company after the Separation Time only to
the extent provided in Section 5.3.

                  (b)      In the event the Company shall at any time after the
Record Time and prior to the Separation Time issue or distribute any securities
or assets in respect of, in lieu of or in exchange for Common Stock (other than
pursuant to any non-extraordinary periodic cash dividend or a dividend paid
solely in Common Stock) whether by dividend, in a reclassification or
recapitalization (including any such transaction involving a merger,
consolidation or share exchange), or otherwise, the Company shall make such
adjustments, if any, in the Exercise Price,

                                      -15-
<PAGE>   19
number of Rights and/or securities or other property purchasable upon exercise
of Rights as the Board of Directors of the Company, in its sole discretion, may
deem to be appropriate under the circumstances in order to adequately protect
the interests of the holders of Rights generally, and the Company and the Rights
Agent shall amend this Agreement as necessary to provide for such adjustments.

                  (c)      Each adjustment to the Exercise Price made pursuant
to this Section 2.3 shall be calculated to the nearest cent. Whenever an
adjustment to the Exercise Price is made pursuant to this Section 2.3, the
Company shall (i) promptly prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment and (ii)
promptly file with the Rights Agent and with each transfer agent for the Common
Stock a copy of such certificate. The Rights Agent shall be fully protected in
relying on such certificate and on any adjustment therein contained and shall
have no duty with respect to and shall not be deemed to have knowledge of any
adjustment unless and until it shall have received such a certificate.

                  (d)      Rights certificates shall represent the securities
purchasable under the terms of this Agreement, including any adjustment or
change in the securities purchasable upon exercise of the Rights, even though
such certificates may continue to express the securities purchasable at the time
of issuance of the initial Rights Certificates.

                  2.4      Date on Which Exercise is Effective. Each Person in
whose name any certificate for shares is issued (or registration on the stock
transfer books of the Company is effected) upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the shares
represented thereby on the date upon which the Rights Certificate evidencing
such Rights was duly surrendered and payment of the Exercise Price for such
Rights


                                      -16-
<PAGE>   20

(and any applicable taxes and other governmental charges payable by the
exercising holder hereunder) was made; provided, however, that if the date of
such surrender and payment is a date upon which the stock transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares on, and such certificate (or registration) shall be dated, the
next succeeding Business Day on which the stock transfer books of the Company
are open.

                  2.5      Execution, Authentication, Delivery and Dating of
Rights Certificates. (a) The Rights Certificates shall be executed on behalf of
the Company by its Chairman of the Board, Chief Executive Officer, President,
Treasurer, Chief Operating Officer or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Rights
Certificates may be manual or facsimile.

                  Rights Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the countersignature and delivery of such
Rights Certificates.

                  Promptly after the Separation Time, the Company will give
written notice to the Rights Agent of such Separation Time and will deliver
Rights Certificates executed by the Company to the Rights Agent for
counter-signature, and, subject to Section 3.1(b), the Rights Agent shall
manually countersign and deliver such Rights Certificates to the holders of the
Rights pursuant to Section 2.2(c) hereof. No Rights Certificate shall be valid
for any purpose unless manually countersigned by the Rights Agent.

                  (b)      Each Rights Certificate shall be dated the date of
countersignature thereof.


                                      -17-
<PAGE>   21

                  2.6      Registration, Registration of Transfer and Exchange.
(a) After the Separation Time, the Company will cause to be kept a register (the
"Rights Register") in which, subject to such reasonable regulations as it may
prescribe, the Company will provide for the registration and transfer of Rights.
The Rights Agent is hereby appointed "Rights Registrar" for the purpose of
maintaining the Rights Register for the Company and registering Rights and
transfers of Rights after the Separation Time as herein provided. In the event
that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent
will have the right to examine the Rights Register at all reasonable times after
the Separation Time.

                  After the Separation Time and prior to the Expiration Time,
upon surrender for registration of transfer or exchange of any Rights
Certificate, and subject to the provisions of Section 2.6(c) and (d), the
Company will execute, and the Rights Agent will countersign and deliver, in the
name of the holder or the designated transferee or transferees, as required
pursuant to the holder's instructions, one or more new Rights Certificates
evidencing the same aggregate number of Rights as did the Rights Certificate so
surrendered.
                  (b)      Except as otherwise provided in Section 3.1(b), all
Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such Rights
shall be entitled to the same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange.

                  (c)      Every Rights Certificate surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company or the Rights Agent,
as the case may be, duly executed by the holder thereof or such holder's
attorney duly authorized in writing. As a condition to the issuance of any new
Rights Certificate under this Section 2.6, the Company may require the payment
of a


                                      -18-
<PAGE>   22

sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.

                  (d)      The Company shall not register the transfer or
exchange of any Rights after such Rights have become void under Section 3.1(b),
been exchanged under Section 3.1(c) or been redeemed under Section 5.1.


                  2.7     Mutilated, Destroyed, Lost and Stolen Rights
Certificates. (a) If any mutilated Rights Certificate is surrendered to the
Rights Agent prior to the Expiration Time, then, subject to Sections 3.1(b),
3.1(c) and 5.1, the Company shall execute and the Rights Agent shall countersign
and deliver in exchange therefor a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so surrendered.

                  (b)      If there shall be delivered to the Company and the
Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of
the destruction, loss or theft of any Rights Certificate and (ii) such security
or indemnity as may be required by them to save each of them and any of their
agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1 and in the
absence of notice to the Company or the Rights Agent that such Rights
Certificate has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Rights Agent shall countersign and deliver, in
lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights Certificate
so destroyed, lost or stolen.

                  (c)      As a condition to the issuance of any new Rights
Certificate under this Section 2.7, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Rights Agent) connected therewith.


                                      -19-
<PAGE>   23

                  (d)      Every new Rights Certificate issued pursuant to this
Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall
evidence an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and, subject to Section 3.1(b) shall be entitled to all
the benefits of this Agreement equally and proportionately with any and all
other Rights duly issued hereunder.

                  2.8      Persons Deemed Owners. Prior to due presentment of a
Rights Certificate (or, prior to the Separation Time, the associated Common
Stock certificate or notice of transfer, if uncertificated) for registration of
transfer, the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and treat the person in whose name such Rights Certificate
(or, prior to the Separation Time, such Common Stock certificate or Common Stock
registration, if uncertificated) is registered as the absolute owner thereof and
of the Rights evidenced thereby for all purposes whatsoever, including the
payment of the Redemption Price and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary. As used in this Agreement,
unless the context otherwise requires, the term "holder" of any Rights shall
mean the registered holder of such Rights (or, prior to the Separation Time, the
associated shares of Common Stock).

                  2.9      Delivery and Cancellation of Certificates. All Rights
Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent, be
delivered to the Rights Agent and, in any case, shall be promptly canceled by
the Rights Agent. The Company may at any time deliver to the Rights Agent for
cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Rights Certificates so


                                      -20-
<PAGE>   24

delivered shall be promptly canceled by the Rights Agent. No Rights Certificates
shall be countersigned in lieu of or in exchange for any Rights Certificates
canceled as provided in this Section 2.9, except as expressly permitted by this
Agreement. The Rights Agent shall destroy all canceled Rights Certificates and
deliver a certificate of destruction to the Company.

                  2.10     Agreement of Rights Holders. Every holder of Rights
by accepting the same consents and agrees with the Company and the Rights Agent
and with every other holder of Rights that:

                  (a)      prior to the Separation Time, each Right will be
transferable only together with, and will be transferred by a transfer of, the
associated share of Common Stock;

                  (b)      after the Separation Time, the Rights Certificates
will be transferable only on the Rights Register as provided herein;

                  (c)      prior to due presentment of a Rights Certificate (or,
prior to the Separation Time, the associated Common Stock certificate or Common
Stock registration, if uncertificated) for registration of transfer, the
Company, the Rights Agent and any agent of the Company or the Rights Agent may
deem and treat the person in whose name the Rights Certificate (or, prior to the
Separation Time, the associated Common Stock certificate or Common Stock
registration, if uncertificated) is registered as the absolute owner thereof and
of the Rights evidenced thereby for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary;

                  (d)      Rights beneficially owned by certain Persons will,
under the circumstances set forth in Section 3.1(b), become void; and

                  (e)      this Agreement may be supplemented or amended from
time to time pursuant to Section 2.3(b) or 5.4 hereof.

                                      -21-
<PAGE>   25

                                  ARTICLE III

                          ADJUSTMENTS TO THE RIGHTS IN
                        THE EVENT OF CERTAIN TRANSACTIONS

                  3.1      Flip-in. (a) In the event that prior to the
Expiration Time a Flip-in Date shall occur, except as provided in this Section
3.1, each Right shall constitute the right to purchase from the Company, upon
exercise thereof in accordance with the terms hereof (but subject to Section
5.10), that number of shares of Common Stock having an aggregate Market Price on
the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the
Exercise Price for an amount in cash equal to the Exercise Price (such right to
be appropriately adjusted in order to protect the interests of the holders of
Rights generally in the event that on or after such Stock Acquisition Date any
of the events described in Section 2.3(a) or (b), or any analogous event, shall
have occurred with respect to the Common Stock).

                  (b)      Notwithstanding the foregoing, any Rights that are or
were Beneficially Owned on or after the Stock Acquisition Date by an Acquiring
Person or an Affiliate or Associate thereof or by any transferee, direct or
indirect, of any of the foregoing shall become void and any holder of such
Rights (including transferees) shall thereafter have no right to exercise or
transfer such Rights under any provision of this Agreement. If any Rights
Certificate is presented for assignment or exercise and the Person presenting
the same will not complete the certification set forth at the end of the form of
assignment or notice of election to exercise and provide such additional
evidence of the identity of the Beneficial Owner and its Affiliates and
Associates (or former Beneficial Owners and their Affiliates and Associates) as
the Company shall reasonably request, then the Company shall be entitled
conclusively to deem the Beneficial Owner thereof to be an Acquiring Person or
an Affiliate or Associate thereof or a transferee of


                                      -22-
<PAGE>   26

any of the foregoing and accordingly will deem the Rights evidenced thereby to
be void and not transferable or exercisable.

                  (c)      The Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial Owner of more than 50% of the outstanding shares
of Common Stock elect to exchange all (but not less than all) the then
outstanding Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 3.1(b)) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted in
order to protect the interests of holders of Rights generally in the event that
after the Separation Time any of the events described in Section 2.3(a) or (b),
or any analogous event, shall have occurred with respect to the Common Stock
(such exchange ratio, as adjusted from time to time, being hereinafter referred
to as the "Exchange Ratio").

                  Immediately upon the action of the Board of Directors of the
Company electing to exchange the Rights, without any further action and without
any notice, the right to exercise the Rights will terminate and each Right
(other than Rights that have become void pursuant to Section 3.1(b)), whether or
not previously exercised, will thereafter represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio. Promptly after the
action of the Board of Directors electing to exchange the Rights, the Company
shall give written notice thereof (specifying the steps to be taken to receive
shares of Common Stock in exchange for Rights) to the Rights Agent and the
holders of the Rights (other than Rights that have become void pursuant to
Section 3.1(b)) outstanding immediately prior thereto by mailing such notice in
accordance with Section 5.9.

                                      -23-
<PAGE>   27

                  Each Person in whose name any certificate for shares is issued
(or for whom any registration on the stock transfer books of the Company is
made) upon the exchange of Rights pursuant to this Section 3.1(c) or Section
3.1(d) shall for all purposes be deemed to have become the holder of record of
the shares represented thereby on, and such certificate (or registration on the
stock transfer books of the Company) shall be dated (or registered as of), the
date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of any applicable taxes and other governmental charges
payable by the holder was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares on, and such certificate (or registration on the stock transfer
books of the Company) shall be dated (or registered as of), the next succeeding
Business Day on which the stock transfer books of the Company are open.

                  (d)      Whenever the Company shall become obligated under
Section 3.1(a) or (c) to issue shares of Common Stock upon exercise of or in
exchange for Rights, the Company, at its option, may substitute therefor shares
of Preferred Stock, at a ratio of one one-hundredth of a share of Preferred
Stock for each share of Common Stock so issuable.

                  (e)      In the event that there shall not be sufficient
treasury shares or authorized but unissued shares of Common Stock or Preferred
Stock of the Company to permit the exercise or exchange in full of the Rights in
accordance with Section 3.1(a) or if the Company so elects to make the exchange
referred to in Section 3.1(c), the Company shall either (i) call a meeting of
stockholders seeking approval to cause sufficient additional shares to be
authorized (provided that if such approval is not obtained the Company will take
the action specified in clause (ii) of this sentence) or (ii) take such action
as shall be necessary to ensure and provide, to the extent


                                      -24-
<PAGE>   28

permitted by applicable law and any agreements or instruments in effect on the
Stock Acquisition Date to which it is a party, that each Right shall thereafter
constitute the right to receive, (x) at the Company's option, either (A) in
return for the Exercise Price, debt or equity securities or other assets (or a
combination thereof) having a fair value equal to twice the Exercise Price, or
(B) without payment of consideration (except as otherwise required by applicable
law), debt or equity securities or other assets (or a combination thereof)
having a fair value equal to the Exercise Price, or (y) if the Board of
Directors of the Company elects to exchange the Rights in accordance with
Section 3.1(c), debt or equity securities or other assets (or a combination
thereof) having a fair value equal to the product of the Market Price of a share
of Common Stock on the Flip-in Date times the Exchange Ratio in effect on the
Flip-in Date, where in any case set forth in (x) or (y) above the fair value of
such debt or equity securities or other assets shall be as determined in good
faith by the Board of Directors of the Company, after consultation with a
nationally recognized investment banking firm.

                  3.2      Flip-over. (a) Prior to the Expiration Time, the
Company shall not enter into any agreement with respect to, consummate or permit
to occur any Flip-over Transaction or Event unless and until it shall have
entered into a supplemental agreement with the Flip-over Entity, for the benefit
of the holders of the Rights, providing that, upon consummation or occurrence of
the Flip-over Transaction or Event (i) each Right shall thereafter constitute
the right to purchase from the Flip-over Entity, upon exercise thereof in
accordance with the terms hereof, that number of shares of Flip-over Stock of
the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to twice
the Exercise Price for an amount in cash equal to the Exercise Price (such right
to be appropriately adjusted in order to protect the interests of the holders of
Rights generally in the


                                      -25-
<PAGE>   29

event that after such date of consummation or occurrence any of the events
described in Section 2.3(a) or (b), or any analogous event, shall have occurred
with respect to the Flip-over Stock) and (ii) the Flip-over Entity shall
thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to this Agreement. The provisions of this Section
3.2 shall apply to successive Flip-over Transactions or Events.

                  (b)      Prior to the Expiration Time, the Company shall not
enter into any agreement with respect to, consummate or permit to occur any
Flip-over Transaction or Event if at the time thereof there are any rights,
warrants or securities outstanding or any other arrangements, agreements or
instruments that would eliminate or otherwise diminish in any material respect
the benefits intended to be afforded by this Rights Agreement to the holders of
Rights upon consummation of such transaction.

                                   ARTICLE IV

                                THE RIGHTS AGENT

                  4.1      General. (a) The Company hereby appoints the Rights
Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, delivery, amendment, administration and execution
of this Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense, incurred without gross negligence, bad faith


                                      -26-
<PAGE>   30
or willful misconduct on the part of the Rights Agent (which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable
order, judgment, decree or ruling of a court of competent jurisdiction), for
any action taken, suffered or omitted to be done by the Rights Agent in
connection with the acceptance and administration of this Agreement, including,
without limitation, the costs and expenses of defending against any claim of
liability. The indemnity provided herein shall survive termination of this
Agreement and the termination and the expiration of the Rights. The costs and
expenses incurred in enforcing this right of indemnification shall be paid by
the Company. Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect, incidental or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood
of such loss or damage. Any liability of the Rights Agent under this Rights
Agreement will be limited to the amount of fees paid by the Company to the
Rights Agent.

                  (b)      The Rights Agent shall be authorized and protected
and shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with the acceptance and administration of this
Agreement in reliance upon any certificate for securities (or registration on
the stock transfer books of the Company) purchasable upon exercise of Rights,
Rights Certificate, certificate for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons. The Rights Agent
shall not be required to take any action hereunder unless properly notified
pursuant to this Agreement.


                                      -27-
<PAGE>   31

                  4.2      Merger or Consolidation or Change of Name of Rights
Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any Person resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent is a party, or any Person succeeding to the shareholder services business
of the Rights Agent or any successor Rights Agent, will be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 4.4 hereof. In case at the time such successor Rights
Agent succeeds to the agency created by this Agreement any of the Rights
Certificates have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of the predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates have not been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Rights Certificates will have the full force provided in the
Rights Certificates and in this Agreement.

                  (b)      In case at any time the name of the Rights Agent is
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

                                      -28-
<PAGE>   32

                  4.3      Duties of Rights Agent. The Rights Agent undertakes
the duties and obligations expressly imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

                  (a)      The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the advice or opinion of such counsel
will be full and complete authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered, or omitted by it in good faith and in accordance with such advice or
opinion.

                  (b)      Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and
the determination of Market Price) be proved or established by the Company prior
to taking, suffering or omitting any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a certificate signed by a
person believed by the Rights Agent to be the Chairman of the Board, the
President or any Vice President and by the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary of the Company and delivered to the
Rights Agent; and such certificate will be full authorization and protection to
the Rights Agent and the Rights Agent shall incur no liability for or in respect
of any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                                      -29-
<PAGE>   33

                  (c)      The Rights Agent will be liable hereunder only for
its own gross negligence, bad faith or willful misconduct (as determined by a
final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).

                  (d)      The Rights Agent will not be liable for or by reason
of any of the statements of fact or recitals contained in this Agreement or in
the certificates, if any, for securities purchasable upon exercise of Rights or
the Rights Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and will be deemed to
have been made by the Company only.

                  (e)      The Rights Agent will not be under any liability or
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due authorization, execution and delivery hereof by
the Rights Agent) or in respect of the validity or execution of any certificate,
if any, for securities purchasable upon exercise of Rights or Rights Certificate
(except its countersignature thereof); nor will it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in
any Rights Certificate; nor will it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 3.1(b) hereof) or any adjustment required under the provisions of
Section 2.3, 3.1 or 3.2 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights after
receipt of the certificate contemplated by Section 2.3 describing any such
adjustment); nor will it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
securities purchasable upon exercise of Rights or any Rights or as to whether
any securities


                                      -30-
<PAGE>   34

purchasable upon exercise of Rights will, when issued, be duly and
validly authorized, executed, issued and delivered and fully paid and
nonassessable.

                  (f)      The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.

                  (g)      The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
any person believed by the Rights Agent to be the Chairman of the Board, the
President or any Vice President or the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer of the Company, and to apply to such
persons for advice or instructions in connection with its duties, and such
instructions shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in good faith in accordance with instructions of any
such person.

                  (h)      The Rights Agent and any Affiliate, stockholder,
director, officer or employee of the Rights Agent may buy, sell or deal in
Common Stock, Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or
for any other Person or legal entity.

                  (i)      The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or


                                      -31-
<PAGE>   35

agents, and the Rights Agent will not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys or agents or for any loss
to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, bad faith or willful misconduct in the selection and
continued employment thereof.

                  (j)      No provision of this Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of its rights if it reasonably believes that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.

                  4.4      Change of Rights Agent. The Rights Agent may resign
and be discharged from its duties under this Agreement upon 30 days' notice (or
such lesser notice as is acceptable to the Company) in writing mailed to the
Company and to each transfer agent of Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9. The
Company may remove the Rights Agent upon 30 days' notice in writing, mailed to
the Rights Agent and to each transfer agent of the Common Stock by registered or
certified mail, and to the holders of the Rights in accordance with Section 5.9.
If the Rights Agent should resign or be removed or otherwise become incapable of
acting, the Company will appoint a successor to the Rights Agent. If the Company
fails to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of any Rights (which
holder shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the holder of any Rights or the Rights Agent
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a Person (or an affiliate of such a Person) organized and


                                      -32-
<PAGE>   36

doing business under the laws of the United States or any state of the United
States, in good standing, which is authorized under such laws to exercise the
powers of the Rights Agent contemplated by this Agreement and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50,000,000. After appointment, the successor Rights Agent will be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company will file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the holders of the
Rights. Failure to give any notice provided for in this Section 4.4, however, or
any defect therein, shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.

                                   ARTICLE V

                                  MISCELLANEOUS

                  5.1       Redemption. (a) The Board of Directors of the
Company may, at its option, at any time prior to the Flip-in Date, elect to
redeem all (but not less than all) the then outstanding Rights at the Redemption
Price and the Company, at its option, may pay the Redemption Price either in
cash or shares of Common Stock or other securities of the Company deemed by the
Board of Directors, in the exercise of its sole discretion, to be at least
equivalent in value to the Redemption Price.

                                      -33-
<PAGE>   37

                  (b)      Immediately upon the action of the Board of Directors
of the Company electing to redeem the Rights (or, if the resolution of the Board
of Directors electing to redeem the Rights states that the redemption will not
be effective until the occurrence of a specified future time or event, upon the
occurrence of such future time or event), without any further action and without
any notice, the right to exercise the Rights will terminate and each Right,
whether or not previously exercised, will thereafter represent only the right to
receive the Redemption Price in cash or securities, as determined by the Board
of Directors. Promptly after the Rights are redeemed, the Company shall give
notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice in accordance with Section 5.9.


                  5.2      Expiration. The Rights and this Agreement shall
expire at the Expiration Time and no Person shall have any rights pursuant to
this Agreement or any Right after the Expiration Time, except, if the Rights are
exchanged or redeemed, as provided in Section 3.1 or 5.1 hereof, respectively.

                  5.3      Issuance of New Rights Certificates. Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the number or kind or class of shares of stock purchasable upon
exercise of Rights made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of Common Stock by
the Company following the Separation Time and prior to the Expiration Time
pursuant to the terms of securities convertible or redeemable into shares of
Common Stock or to options, in each case issued or granted prior to, and
outstanding at, the Separation Time, the Company shall issue to

                                      -34-
<PAGE>   38

the holders of such shares of Common Stock, Rights Certificates representing the
appropriate number of Rights in connection with the issuance or sale of such
shares of Common Stock; provided, however, in each case, (i) no such Rights
Certificate shall be issued, if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or to the Person to whom such
Rights Certificates would be issued, (ii) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall have otherwise
been made in lieu of the issuance thereof, and (iii) the Company shall have no
obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate or Associate of an Acquiring Person or any transferee of any of the
foregoing.

                  5.4      Supplements and Amendments. The Company and the
Rights Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Rights (i) prior to the Flip-in Date, in any
respect and (ii) on or after the Flip-in Date, to make any changes that the
Company may deem necessary or desirable and which shall not materially adversely
affect the interests of the holders of Rights generally or in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be inconsistent with any other provisions herein or otherwise defective. The
Rights Agent will, upon the delivery of a certificate from an appropriate
officer of the Company that states that the proposed supplement or amendment
complies with this Section 5.4, duly execute and deliver any supplement or
amendment hereto requested by the Company which satisfies the terms of the
preceding sentence. Notwithstanding anything contained in this Agreement to the
contrary, the Rights Agent may, but shall not be obligated to, enter into any
supplement or amendment that affects the Rights Agent's own rights, duties or
immunities under this Agreement.

                                      -35-
<PAGE>   39

                  5.5      Fractional Shares. If the Company elects not to issue
certificates representing (or register on the stock transfer books of the
Company) fractional shares upon exercise or redemption of Rights, the Company
shall, in lieu thereof, in the sole discretion of the Board of Directors, either
(a) evidence such fractional shares by depositary receipts issued pursuant to an
appropriate agreement between the Company and a depositary selected by it,
providing that each holder of a depositary receipt shall have all of the rights,
privileges and preferences to which such holder would be entitled as a
beneficial owner of such fractional share, or (b) pay to the registered holder
of such Rights the appropriate fraction of the Market Price per share in cash.

                  5.6      Rights of Action. Subject to the terms of this
Agreement (including Sections 3.1(b) and 5.14), rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights; and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights, may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise act
in respect of, such holder's right to exercise such holder's Rights in the
manner provided in such holder's Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of any Person
subject to this Agreement.

                                      -36-
<PAGE>   40

                  5.7      Holder of Rights Not Deemed a Stockholder. No holder,
as such, of any Rights shall be entitled to vote, receive dividends or be deemed
for any purpose the holder of shares or any other securities which may at any
time be issuable on the exercise of such Rights, nor shall anything contained
herein or in any Rights Certificate be construed to confer upon the holder of
any Rights, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 5.8 hereof), or to receive dividends
or subscription rights, or otherwise, until such Rights shall have been
exercised or exchanged in accordance with the provisions hereof.

                  5.8      Notice of Proposed Actions. In case the Company shall
propose on or after the Separation Time and prior to the Expiration Time (i) to
effect or permit a Flip-over Transaction or Event or (ii) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with Section 5.9
hereof, a notice of such proposed action, which shall specify the date on which
such Flip-over Transaction or Event, liquidation, dissolution, or winding up is
to take place, and such notice shall be so given at least 20 Business Days prior
to the date of the taking of such proposed action.

                  5.9      Notices. Notices or demands authorized or required
by this Agreement to be given or made by the Rights Agent or by the holder of
any Rights to or on the Company shall be sufficiently given or made if delivered
or sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

                           Lanier Worldwide, Inc.
                           2300 Parklake Drive, N.E.

                                      -37-
<PAGE>   41

                           Atlanta, Georgia  30345
                           Attention: Corporate Secretary

Any notice or demand authorized or required by this Agreement to be given or
made by the Company or by the holder of any Rights to or on the Rights Agent
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:
                           ChaseMellon Shareholder Services, L.L.C.
                           450 West 33rd Street
                           15th Floor
                           New York, New York 10001
                           Attention:  Vice President - Administration

Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Rights shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Time, on
the registry books of the transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.

                  5.10     Suspension of Exercisability. To the extent that the
Company determines in good faith that some action will or need be taken pursuant
to Section 3.1 or to comply with federal or state securities laws, the Company
may suspend the exercisability of the Rights for a reasonable period in order to
take such action or comply with such laws. In the event of any such suspension,
the Company shall issue as promptly as practicable a public announcement with
prompt written notice to the Rights Agent stating that the exercisability or
exchangeability of the Rights has been temporarily suspended. Notice thereof
pursuant to Section 5.9 shall not be required.

                                      -38-
<PAGE>   42

                  Failure to give a notice pursuant to the provisions of this
Agreement shall not affect the validity of any action taken hereunder.

                  5.11     Costs of Enforcement. The Company agrees that if the
Company or any other Person the securities of which are purchasable upon
exercise of Rights fails to fulfill any of its obligations pursuant to this
Agreement, then the Company or such Person will reimburse the holder of any
Rights for the costs and expenses (including legal fees) incurred by such holder
in actions to enforce such holder's rights pursuant to any Rights or this
Agreement.

                  5.12     Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

                  5.13     Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the holders of the Rights any legal or equitable right, remedy or
claim under this Agreement and this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the holders of the
Rights.

                  5.14     Determination and Actions by the Board of Directors,
etc. The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement. All such actions, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) done or made by the Board shall

                                      -39-
<PAGE>   43

(x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties, and (y) not subject the Board of
Directors of the Company to any liability to the holders of the Rights.


                  5.15     Descriptive Headings. Descriptive headings appear
herein for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

                  5.16     GOVERNING LAW. THIS AGREEMENT AND EACH RIGHT ISSUED
HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED
ENTIRELY WITHIN SUCH STATE.

                  5.17     Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                  5.18     Severability. If any term or provision hereof or the
application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and
provisions hereof or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable.


                                      -40-
<PAGE>   44


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                             LANIER WORLDWIDE, INC.



                             By: /s/ Wesley E. Cantrell
                                ------------------------
                                 Name: Wesley E. Cantrell
                                 Title: President and Chief Executive Officer


                             CHASEMELLON SHAREHOLDER SERVICES, L.L.C.



                             By: /s/ Robert Kavanagh
                                ---------------------
                                 Name: Robert Kavanagh
                                 Title: Vice President


                                      -41-

<PAGE>   1
                                                                    EXHIBIT 10.1


                  TAX DISAFFILIATION AGREEMENT dated as of November 5, 1999, by
and between HARRIS CORPORATION, a Delaware corporation ("Harris"), and LANIER
WORLDWIDE, INC., a Delaware corporation ("Lanier").

                                    RECITALS

                  A. Lanier is a first tier subsidiary of Harris.

                  B. Harris is the common parent of an affiliated group of
corporations within the meaning of Section 1504(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), which currently files consolidated Federal
income Tax Returns.

                  C. Pursuant to the Agreement and Plan of Distribution dated
October 22, 1999 by and between Harris and Lanier (the "Distribution
Agreement"), Harris will distribute to the holders of its Common Stock
approximately 90% of the outstanding shares of the Common Stock of Lanier (the
"Distribution").

                  D. Harris and Lanier intend that the Distribution will
qualify as a distribution described in Section 355 of the Code and will not
result in the recognition of any taxable gain or income to Harris, Lanier or
any shareholder of Harris or Lanier (except to the extent of cash received for
any fractional share interest in Lanier stock and any deferred intercompany
gain).

                  E. From and after Date of the Distribution, Lanier will cease
to be a member of the Harris affiliated group for Federal income tax purposes.

                  F. Harris and Lanier desire on behalf of themselves, their
subsidiaries and their successors to set forth their rights and obligations
with respect to taxes due for periods before and after the Distribution.

<PAGE>   2

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   Article I

                                  Definitions

                  For the purposes of this Agreement:

                  1.01 "Affiliate" shall mean any Person that directly or
indirectly through one or more intermediaries, Controls, is Controlled by, or
is under common Control with a specified Person.

                  1.02 "Agreement" shall mean this Tax Disaffiliation Agreement
dated November 5, 1999 between Harris and Lanier as the same may be amended
from time to time.

                  1.03 "Applicable Federal Rate" shall have the meaning set
forth in Section 1274(d) of the Code, compounded quarterly.

                  1.04 "Claim" shall have the meaning set forth in Section
5.03(a).

                  1.05 "Code" shall have the meaning set forth in paragraph B
of the recitals.

                  1.06 "Control" or "Controlled" shall mean, with respect to
any Person, the presence of one of the following: (i) the legal, beneficial or
equitable ownership, directly or indirectly, of more than 50% (by vote or
value) of the capital or voting stock (or other ownership or voting interest,
if not a corporation) of such Person or (ii) the ability, directly or
indirectly, to direct the voting of a majority of the directors of such
Person's board of directors or, if the Person does not have a board of
directors, a majority of the positions on any similar body, whether through
appointment, voting agreement or otherwise.


                                      -2-
<PAGE>   3

                  1.07 "Controlling Party" shall have the meaning set forth in
Section 5.01.

                  1.08 "Corporate Restructuring Transactions" shall have the
meaning set forth in the Distribution Agreement.

                  1.09 "Date of Distribution" shall mean the Distribution Date
specified in the Distribution Agreement.

                  1.10 "Distribution" shall have the meaning set forth in
paragraph C of the recitals.

                  1.11 "Distribution Agreement" shall have the meaning set
forth in paragraph C of the recitals.

                  1.12 "Final Determination" shall mean with respect to any
issue (a) a decision, judgment, decree or other order by any court of competent
jurisdiction, which decision, judgment, decree or other order has become final
and not subject to further appeal, (b) a closing agreement whether or not
entered into under Section 7121 of the Code or any other binding settlement
agreement (whether or not with the Internal Revenue Service) entered into in
connection with or in contemplation of an administrative or judicial
proceeding, or (c) the completion of the highest level of administrative
proceedings if a judicial contest is not or is no longer available.

                  1.13 "Fiscal Year 1999" shall mean the period beginning July
4, 1998 and ending July 2, 1999.

                  1.14 "Fiscal Year 2000" shall mean the period beginning July
3, 1999 and ending July 1, 2000.

                  1.15 "Fiscal Year 2000 Stub Period" shall mean the period
beginning July 3, 1999 and ending on or after the Date of Distribution.

                  1.16 "Form 10" shall mean the registration statement
(including the related information statement) relating to the spinoff of Lanier
Worldwide, Inc. from


                                      -3-
<PAGE>   4

Harris Corporation on Form 10, as made effective by the Securities and Exchange
Commission.

                  1.17 "Harris" shall have the meaning set forth in the
preamble to this Agreement.

                  1.18 "Harris Group" shall mean, for any period, Harris and
its then Subsidiaries other than members of the Lanier Group as hereinafter
defined, and shall also mean the historical activities of Harris previously
carried on by other Lanier Subsidiaries.

                  1.19 "Harris Tainting Act" shall mean (a) any breach of any
written representation or covenant relating to the qualification of the
Distribution as a distribution described in Section 355 of the Code which is
given by Harris in connection with the tax opinion of Sullivan & Cromwell
described beginning on Page 17 of Form 10, or (b) any action or actions of or
involving any Person (other than Lanier or any Person that is an Affiliate of
Lanier immediately before or immediately after such action or actions), or any
omission or omissions of any Person (other than Lanier or any Person that is an
Affiliate of Lanier immediately before or immediately after such omission or
omissions), of an action or actions available to it, after the Date of the
Distribution, if such breach, action or omission described in (a) or (b)
contributes to a Final Determination that the Distribution results in the
recognition of gain to Harris by virtue of (i) the Distribution failing to
qualify as a distribution described in Section 355 of the Code, (ii) any stock
or securities of Lanier failing to qualify as "qualified property" within the
meaning of Section 355(c)(2) of the Code, or (iii) the application of Section
355(e) of the Code to the Distribution.


                                      -4-
<PAGE>   5

                  1.20 "Indemnitor" shall have the meaning set forth in Section
5.02.

                  1.21 "IRS" shall have the meaning set forth in Section
5.03(a).

                  1.22 "Lanier" shall have the meaning set forth in the
preamble to this Agreement.

                  1.23 "Lanier Group" shall mean, for any period, Lanier and
its then Subsidiaries (if any), and shall also mean the historical activities
of Lanier previously carried on by other Harris Subsidiaries.

                  1.24 "Lanier Tainting Act" means (a) any breach of any
written representation or covenant relating to the qualification of the
Distribution as a distribution described in Section 355 of the Code which is
given by Lanier in connection with the tax opinion of Sullivan & Cromwell
described beginning on page 17 of Form 10, or (b) any action or actions of or
involving any Person (other than Harris or any Person that is an Affiliate of
Harris immediately before or immediately after such action or actions), or any
omission or omissions of any Person (other than Harris or any Person that is an
Affiliate of Harris immediately before or immediately after such omission or
omissions), of an action or actions available to it, after the Date of
Distribution, if such breach, action or omission described in (a) or (b)
contributes to a Final Determination that the Distribution results in the
recognition of gain to Harris by virtue of (i) the Distribution failing to
qualify as a distribution described in Section 355 of the Code, (ii) any stock
or securities of Lanier failing to qualify as "qualified property" within the
meaning of Section 355(c)(2) of the Code, or (iii) the application of Section
355(e) of the Code to the Distribution.


                                      -5-
<PAGE>   6

                  1.25 "Period After Distribution" shall mean any taxable year
or other taxable period beginning on or after the Date of Distribution and, in
the case of any taxable year or other taxable period that begins before and
ends after the Date of Distribution, that part of the taxable year or other
taxable period that begins after the close of the Date of Distribution.

                  1.26 "Period Before Distribution" shall mean any taxable year
or other taxable period that ends on or before the Date of Distribution and, in
the case of any taxable year or other taxable period that begins before and
ends after the Date of Distribution, that part of the taxable year or other
taxable period through the close of the Date of Distribution.

                  1.27 "Person" shall mean any individual, partnership, joint
venture, corporation, limited liability company, trust, unincorporated
organization, government or department or agency of a government.

                  1.28 "Restructuring Taxes" means any taxes resulting from the
Corporate Restructuring Transactions, including, but not limited to, any taxes
imposed pursuant to or as a result of Section 311 of the Code or Section
1.1502-13 of the Treasury Regulations (and any applicable similar federal,
state, local or foreign taxes, together with related interest, penalties and
additions to tax), but excluding any taxes imposed as a result of a Final
Determination that the Distribution failed to meet the requirements of Section
355 of the Code for nonrecognition of gain by Harris.

                  1.29 "Subsidiary" shall mean a corporation, limited liability
company, partnership, joint venture or other business entity if 50% or more of
the outstanding equity or voting power of such entity is owned directly or


                                      -6-
<PAGE>   7

indirectly by the corporation with respect to which such term is used. In
determining whether a Subsidiary is a Subsidiary of Lanier or Harris for any
period, Lanier shall not be a Subsidiary of Harris and any Subsidiary of Lanier
and any Subsidiary of Harris which is engaged in a Lanier business shall be a
Subsidiary of Lanier, not Harris, for such period.

                  1.30 "tax" or "taxes" whether used in the form of a noun or
adjective, shall mean all forms of taxation, whenever created or imposed,
including, but not limited to, taxes on or measured by income, franchise, gross
receipts, sales, use, excise, payroll, personal property (tangible or
intangible), real property, ad-valorem, value-added, leasing, leasing use or
other taxes, levies, imposts, duties, charges or withholdings of any nature
whether imposed by a nation, locality, municipality, government, state,
federation, or other governmental body (a "Taxing Authority"). Whenever the
term "tax" or "taxes" is used (including, without limitation, in the context of
any duty to reimburse another party or indemnify for taxes or refunds or
credits of taxes) it shall include penalties, fines, additions to tax and
interest thereon.

                  1.31 "Taxing Authority" shall have the meaning set forth in
Section 1.30.

                  1.32 "Tax Returns" shall mean all reports, returns,
information statements, questionnaires or other documents required to be filed
or that may be filed for any period with any Taxing Authority (whether domestic
or foreign) in connection with any tax or taxes (whether domestic or foreign).


                                      -7-
<PAGE>   8

                                   Article II

             Tax Returns, Tax Payments and Tax Sharing Obligations

                  2.01 Obligations to File Tax Returns. Harris shall timely
file or cause to be filed all Tax Returns with respect to the Lanier Group that
(a) are required to be filed and are due before the Date of Distribution or (b)
are for either Fiscal Year 1999 or the Fiscal Year 2000 Stub Period, and are
filed on a consolidated, combined or unitary basis and include Lanier or any of
its Subsidiaries with Harris or any of its Subsidiaries. Lanier shall timely
file or cause to be timely filed any other Tax Return with respect to the
Lanier Group.

                  2.02 Obligation to Remit Taxes. Harris and Lanier shall each
remit or cause to be remitted any taxes due in respect of any tax for which it
is required to file a Tax Return and shall be entitled to reimbursement for
such payments only to the extent provided in Section 2.03.

                  2.03 Tax Sharing Obligations and Prior Agreements. (a) Other
than liabilities dealt with elsewhere in this Agreement, Lanier shall be liable
for and shall indemnify and hold the Harris Group harmless against (i) any tax
liability of the Lanier Group for any Period After Distribution, (ii) any tax
liability of the Lanier Group for both Fiscal Year 1999 and the taxable year or
period that begins before and ends on or after the Date of Distribution in
respect of the Period Before Distribution, both determined in accordance with
the Harris Group's intergroup method of federal income tax allocation
determined under sections 1.1502-33(d) and 1.1552-1 of the income tax
regulations in a manner consistent with past practice, or any other allocation
methodology for taxes other than Federal income tax in a manner consistent with
past practice, (iii) any tax liability resulting from a Final


                                      -8-
<PAGE>   9

Determination with respect to an adjustment attributable to any member of the
Lanier Group for any Period Before Distribution, and (iv) any amount determined
to be Lanier's liability under Section 2.04. Lanier shall be entitled to any
refund of or credit for taxes of the Lanier Group or amounts owed by Lanier or
for which Lanier is responsible under this Section 2.03(a). Any liability for
taxes under this Section 2.03(a) shall be measured by the Harris Group's actual
liability for taxes after applying tax benefits otherwise available to the
Harris Group other than tax benefits that the Harris Group in good faith
determines would actually offset tax liabilities of the Harris Group in other
taxable years or periods. Any right to refund under this Section 2.03(a) shall
be measured by the actual refund or credit of the Harris Group attributable to
the adjustment without regard to offsetting tax attributes or liabilities of
the Harris Group.

                  (b) Other than liabilities dealt with elsewhere in this
Agreement, Harris shall be liable for and shall hold the Lanier Group harmless
against (i) any liability attributable to any member of the Harris Group for
taxes regardless of whether attributable to a Period Before Distribution or a
Period After Distribution, including any liability asserted against any member
of the Lanier Group under the provisions of Treas. Regs. s. 1.1502-6(a) that
impose several liability on members of an affiliated group of corporations that
files consolidated returns, or similar provisions of any foreign, state or
local law, in respect of taxes of any member of the Harris Group, and (ii) any
amount determined to be Harris' liability under Section 2.04. Harris shall be
entitled to any refund of or credit for taxes for any periods that are
attributable to the Harris


                                      -9-
<PAGE>   10

Group or amounts owed by Harris or for which Harris is responsible under this
Section 2.03(b).

                  (c) Except as set forth in this Section 2.03 and in
consideration of the mutual indemnities and other obligations of this
Agreement, any and all prior tax sharing agreements or practices between any
member of the Harris Group and any member of the Lanier Group shall be
terminated with respect to the Lanier Group as of the Date of Distribution.

                  2.04 Restructuring Taxes; Other Taxes Relating to the
Distribution. (a) Generally. Notwithstanding any other provision of this
Agreement to the contrary, Lanier shall pay, and shall indemnify and hold
harmless Harris and any member of the Harris Group from and against any and all
Restructuring Taxes and any reasonable expenses (including, but not limited to,
attorney's fees) incurred in defending any audit or examination with respect to
Restructuring Taxes. In the event of a Final Determination that the
Distribution failed to meet the requirements of Section 355 of the Code for
nonrecognition of gain by Harris (other than a Final Determination that the
Distribution failed to qualify for nonrecognition which determination would not
have been made but for a Harris Tainting Act or a Lanier Tainting Act), the
liability of Harris and Lanier for any Taxes arising from such Final
Determination and any liability to shareholders arising from such Final
Determination (together with any reasonable expense (including, but not limited
to, attorney's fees) incurred in defending against any liability) shall be
borne 50 percent by Harris and 50 percent by Lanier. If a Harris Tainting Act
and a Lanier Tainting Act both contribute to such a Final Determination, any
such taxes or liability (together with any reasonable expense (including, but
not limited to,


                                     -10-
<PAGE>   11

attorney's fees) incurred in defending against any liability) shall be borne 50
percent by Harris and 50 percent by Lanier.

                  (b) Indemnification for Lanier Tainting Acts. Lanier
covenants that neither Lanier nor any member of the Lanier Group shall commit
or be party to or the subject of any Lanier Tainting Act which would result in
any tax or liability described in the following sentence and payable by Harris.
To the extent that Harris would not have been liable for the following amounts
but for a Lanier Tainting Act, Lanier shall pay, and shall indemnify and hold
harmless Harris from and against, (i) any liability of Harris to any Taxing
Authority, Harris shareholders or Lanier shareholders (together with any
reasonable expenses (including, but not limited to, attorney's fees) incurred
in defending against any such liability) resulting from a Final Determination
that the Distribution failed to meet the requirements of Section 355 of the
Code for nonrecognition of gain by Harris, including, without limitation, by
reason of (x) any stock or securities of Lanier failing to qualify as
"qualified property" within the meaning of Section 355(c)(2) of the Code or (y)
the application of Section 355(e) of the Code to the Distribution, and (ii) any
taxes and related expenses payable by Harris by reason of the receipt of such
payment.

                  (c) Indemnification for Harris Tainting Acts. Harris
covenants that neither Harris nor any member of the Harris Group shall commit
or be party to or the subject of any Harris Tainting Act which would result in
any tax or liability described in the following sentence and payable by Lanier.
To the extent that Lanier would not have been liable for the following amounts
but for a Harris Tainting Act, Harris shall pay, and shall indemnify and hold
harmless


                                     -11-
<PAGE>   12

Lanier from and against, (i) any liability of Lanier to any Taxing Authority,
Harris shareholders or Lanier shareholders (together with any reasonable
expenses (including, but not limited to, attorney's fees) incurred in defending
against any such liability) resulting from a Final Determination that the
Distribution failed to meet the requirements of Section 355 of the Code for
nonrecognition of gain by Harris, including, without limitation, by reason of
(x) any stock or securities of Lanier failing to qualify as "qualified
property" within the meaning of Section 355(c)(2) of the Code or (y) the
application of Section 355(e) of the Code to the Distribution, and (ii) any
taxes and related expenses payable by Lanier by reason of the receipt of such
payment.

                  2.05 Period that Includes the Date of Distribution. (a) To
the extent permitted by law or administrative practice, the taxable year of the
Lanier Group shall be treated as closing at the close of the Date of
Distribution.

                  (b) If it is necessary for purposes of this Agreement to
determine the income tax liability of any member of the Lanier Group for a
taxable year that begins on or before and ends after the Date of the
Distribution and is not treated under Section 2.05(a) as closing at the close
of the Date of Distribution, the determination shall be made by assuming that
such member of the Lanier Group had a taxable year that ended at the close of
the Date of Distribution, except that exemptions, allowances or deductions that
are calculated on an annual basis shall be apportioned on a time basis.


                                     -12-
<PAGE>   13

                                  Article III

                    Carrybacks, Distributions and Elections

                  3.01 Carrybacks. Any member of the Lanier Group shall be
entitled to carry back any net operating loss or other item from a Period After
Distribution to a Period Before Distribution, except to the extent that Harris
determines in good faith that such action will cause an actual increase in the
taxes for which the Harris Group is responsible or will cause an actual
reduction in the amount of any refund of taxes payable to the Harris Group. Any
refund of taxes resulting from any such carryback by a member of the Lanier
Group shall be payable to Lanier as provided in Section 2.03(a).

                  3.02 Distributions and Elections. (a) No member of the Lanier
Group shall make any tax election, pay or cause to be paid any distribution
from an Affiliate or take any other action that shall cause an actual increase
in the taxes for which the Harris Group is responsible or will cause an actual
reduction in the amount of any refund of taxes payable to the Harris Group.

                  (b) No member of the Harris Group shall make any tax
election, pay or cause to be paid any distribution from an Affiliate or take
any other action that shall cause an actual increase in the taxes for which the
Lanier Group is responsible or will cause an actual reduction in the amount of
any refund of taxes payable to the Lanier Group.


                                   Article IV

                                    Payments

                  4.01 Fiscal Year 2000 Stub Period and Fiscal Year 1999. (a)
Harris shall determine and Lanier shall pay the final amount owed, if any,
under clause (ii) of Section 2.03(a) for the Fiscal Year 2000 Stub Period as
follows:


                                     -13-
<PAGE>   14

(i) within sixty (60) days from the Date of Distribution, Lanier shall provide
Harris with a Federal and State tax package (except that standard items such as
Internal Revenue Service Form 5471's, boycott information, FTC receipts and
Section 861 information may be provided within one hundred twenty (120) days
from the Date of Distribution) in the normal Harris format of its Fiscal Year
2000 Stub Period operating and nonoperating tax and financial results in
sufficient detail to enable Harris to compute Lanier's Fiscal Year 2000 Stub
Period tax liability; (ii) Harris will calculate in accordance with the
principles established in Section 2.03 and past practice an estimate of
Lanier's Fiscal Year 2000 Stub Period tax liability, offsetting such liability
by the amount, if any, determined to be owed to Lanier for Fiscal Year 1999
pursuant to Section 4.01(b), to the extent payment has not already been
received by Lanier for such overpayment pursuant to Section 4.01(b), and submit
the calculation to Lanier within thirty (30) days after the date on which the
Federal and State tax package described in clause (i) of this Section 4.01(a)
is provided to Harris; (iii) Lanier shall have the right to object in writing
to such calculation on or before sixty (60) days after the date on which the
Federal and State tax package described in clause (i) of this Section 4.01(a)
is provided to Harris, on the grounds that there is substantial authority that
such calculation is incorrect; provided that if Lanier so objects, (i) Harris
and Lanier shall promptly submit the dispute to an independent accounting or
law firm acceptable to both Harris and Lanier for prompt resolution, whose
decision shall be final and binding on Harris and Lanier, and (ii) the party
that such accounting or law firm determines has lost the dispute shall pay all
of the fees and expenses incurred in connection with submitting such


                                     -14-
<PAGE>   15

dispute; (iv) Lanier shall pay to Harris an amount equal to 80% of the amount
determined in clause (ii) of this Section 4.01(a) by March 15, 2000; (v) a
determination of the final amount owed, if any, under clause (ii) of this
Section 4.01(a) shall be made when the Harris Group's Fiscal Year 2000 Tax
Returns are filed and shall be paid within thirty (30) days from the date
Harris notifies Lanier of any additional amounts due together with interest at
a rate equal to the Applicable Federal Rate from the date on which such Tax
Return is filed. Similarly, any refund owed Lanier over the amount previously
determined and paid under clause (ii) of this Section 4.01(a) shall be refunded
by Harris within the same thirty (30) day period together with interest at a
rate equal to the Applicable Federal Rate from the date on which Harris
receives such refund; and (vi) any claims resulting from carrybacks, tax audits
or Final Determination shall be handled in the same manner as provided in
Articles V, VI, VII, and VIII.

                  (b) Harris shall determine and Lanier shall pay the final
amount owed, if any, under clause (ii) of Section 2.03(a) for Fiscal Year 1999
as follows: (i) Lanier shall provide Harris with a Federal and State tax
package, together with standard items such as Internal Revenue Service Form
5471's, boycott information, FTC receipts and Section 861 information in the
normal Harris format and according to the normal Harris schedule of its Fiscal
Year 1999 operating and nonoperating tax and financial results; (ii) Harris
shall prepare and file those Tax Returns in respect of Fiscal Year 1999 that it
is obligated to file pursuant to Section 2.01; (iii) Harris shall prepare a
reconciliation of the amounts Lanier has paid either directly or indirectly
through inter-company charges in respect of the Harris Fiscal Year 1999
consolidated federal


                                     -15-
<PAGE>   16

Tax Return or any other Tax Return in respect of Fiscal Year 1999 that Harris
is required to file pursuant to Section 2.01 to the calculation of the Lanier
Group's final liability for Fiscal Year 1999 to be determined from such Tax
Returns in accordance with the principles established in Section 2.03(a) and
past practice, and shall provide such reconciliation to Lanier within thirty
(30) days before the due date for filing the relevant Tax Return; (iv) Lanier
shall have the right to object in writing to such reconciliation in accordance
with the principles established in Section 4.01(a)(iii) within fifteen (15)
days of delivery of the reconciliation; (v) if the reconciliation described in
clause (iii) of this Section 4.01(b) indicates that Lanier owes Harris money,
Lanier shall pay the balance to Harris within thirty (30) days of the delivery
of such reconciliation together with interest at a rate equal to the Applicable
Federal Rate from the date on which such Tax Return was filed. If the
reconciliation shows that Harris owes Lanier money and Lanier's overpayment
cannot be applied to Lanier's Fiscal Year 2000 Stub Period tax liabilities
pursuant to Section 4.01(a)(ii), Harris shall pay such balance to Lanier within
five (5) days of Harris' receipt of such balance from the relevant taxing
authority to the extent that a refund is due from the relevant taxing authority
(with no interest) and concurrently with delivery of the reconciliation to the
extent that no refund is due from the relevant taxing authority (together with
interest at a rate equal to the Applicable Federal Rate from the due date of
the Tax Return); and (vi) any claims resulting from carrybacks, tax audits or
Final Determination shall be handled in the same manner as provided in Articles
V, VI, VII and VIII.


                                     -16-
<PAGE>   17

                  4.02 Other Payments. Other payments due to a party under
Section 2.03 shall be due not later than twenty (20) days after the receipt or
crediting of a refund or the receipt of notice of a Final Determination that
the indemnified party is liable for an indemnified cost, together with interest
at a rate equal to the Applicable Federal Rate from the date on which the
indemnifying party receives such receipt, credit or notice.

                  4.03 Notice. Harris and Lanier shall give each other prompt
written notice of any payment that may be due under this Agreement.

                                   Article V

                                   Tax Audits

                  5.01 General. Except as provided in Sections 5.02 and 6.02,
each of Lanier and Harris shall have sole responsibility for all audits or
other proceedings with respect to Tax Returns that it is required to file under
Section 2.01 (the "Controlling Party"). Except as provided in Section 5.03, the
Controlling Party shall have the sole right to contest the audit or proceeding
and to employ advisors of its choice.

                  5.02 Indemnified Claims in General. Harris or Lanier shall
promptly notify the other in writing prior to the issuance of an actual notice
of assessment by the relevant Taxing Authority (for example, if by the Internal
Revenue Service, prior to the issuance of a Form 5701 Notice of Proposed
Adjustment) of any proposed adjustment to a Tax Return that may result in
liability of the other party (the "Indemnitor") under this Agreement. If the
Indemnitor is not also the Controlling Party, the Controlling Party shall
provide the Indemnitor with information about the nature and amounts of the
proposed adjustments and shall permit the other party to participate in the
proceeding at its own


                                     -17-
<PAGE>   18

expense, provided, however, that the Controlling Party shall not be required to
indemnify the Indemnitor if the Controlling Party fails to notify or provide
such information to the Indemnitor, unless the Indemnitor is materially
prejudiced thereby. The Indemnitor shall pay all reasonable expenses
(including, but not limited to, legal and accounting fees) incurred by the
Controlling Party in connection with the assessment or adjustment within seven
(7) days after a written request by the Controlling Party.

                  5.03 Certain Federal Income Tax Claims. (a) Any issues raised
by the Internal Revenue Service ("IRS") in any tax inquiry, audit, examination,
investigation, dispute, litigation or other proceeding which would result in
federal income tax liability to the Indemnitor which in the aggregate would
equal or exceed $1,000,000 in any taxable year are defined as a Claim (a
"Claim"). Except as provided in Section 5.03(d) and notwithstanding any other
provision of this Agreement that may be construed to the contrary, the
Controlling Party agrees to contest any Claim and not to settle any Claim
without prior written consent of the Indemnitor, provided that (i) the
Controlling Party shall provide notice to Indemnitor pursuant to Section 5.02
of any Claim, (ii) within thirty (30) days after notice by the Controlling
Party to the Indemnitor of a Claim is received by the Indemnitor, the
Indemnitor shall request in writing that such Claim be contested, (iii) within
thirty (30) days after notice by the Controlling Party to the Indemnitor of
such Claim is received by the Indemnitor, the Indemnitor shall have provided an
opinion of independent tax counsel, selected by the Indemnitor and reasonably
acceptable to the Controlling Party, to the effect that it is more likely than
not that a Final Determination will be substantially consistent with the
Indemnitor's position relating to such


                                     -18-
<PAGE>   19

Claim, (iv) the Indemnitor agrees to pay on demand and pays all out-of-pocket
costs, losses and expenses (including, but not limited to, legal and accounting
fees) paid or incurred by the Controlling Party in connection with contesting
such Claim, except for a Claim where the expenses are shared pursuant to
Section 2.04(a), and (v) the Controlling Party, after reasonable consultation
with the Indemnitor, shall determine in its sole discretion the nature of all
actions to be taken to contest such Claim, including (1) whether any action to
contest such Claim shall initially be by way of judicial or administrative
proceeding, or both, (2) whether any such Claim shall be contested by resisting
payment thereof or by paying the same and seeking a refund thereof, and (3) the
court or other judicial body before which judicial action, if any, shall be
commenced. To the extent the Indemnitor is not participating, the Controlling
Party shall keep the Indemnitor and, upon request by the Indemnitor, its
counsel informed as to the progress of the contest.

                  (b) If the Indemnitor requests that the Controlling Party
accept a settlement of a Claim offered by the IRS and if such Claim may, in the
reasonable discretion of the Controlling Party, be settled without prejudicing
any claims the IRS may have with respect to matters other than the transactions
contemplated by the Distribution Agreement, the Controlling Party shall either
accept such settlement offer or agree with the Indemnitor that the Indemnitor's
liability with respect to such Claim shall be limited to the lesser of (i) an
amount calculated on the basis of such settlement offer plus interest owed to
the IRS on the date of eventual payment or (ii) the amount calculated on the
basis of a Final Determination.


                                     -19-
<PAGE>   20

                  (c) If the Controlling Party shall elect to pay the tax
claimed and seek a refund, the Indemnitor shall lend sufficient funds on an
interest-free basis to the Controlling Party, and with no net after-tax cost to
the Controlling Party, to cover any applicable indemnity obligations of the
Indemnitor. To the extent such refund claim is ultimately disallowed, the loan
or portion thereof equal to the amount of the refund claim so disallowed shall
be applied against the Indemnitor's obligation to make indemnity payments
pursuant to this Agreement. To the extent such refund claim is allowed, the
Controlling Party shall pay to the Indemnitor all amounts advanced to the
Controlling Party with respect to the indemnity obligation within ten (10) days
of the receipt of such refund (or if the Controlling Party would have received
such refund but for the existence of a counterclaim or other claim not
indemnified by the Indemnitor under this Agreement, within ten (10) days of the
final resolution of the contest), plus an amount equal to any interest received
(or that would have been received) from the IRS that is properly attributable
to such amount.

                  (d) Except as provided below, the Controlling Party shall not
settle a Claim that Indemnitor is entitled to require the Controlling Party to
contest under Section 5.03(a) without the prior written consent of the
Indemnitor. At any time, whether before or after commencing to take any action
pursuant to this Section 5.03 with respect to any Claim, the Controlling Party
may decline to take action with respect to such Claim and may settle such Claim
without the prior written consent of the Indemnitor by notifying the Indemnitor
in writing that the Indemnitor is released from its obligations to indemnify
the Controlling Party with respect to such Claim (which notification shall
release the


                                     -20-
<PAGE>   21

Indemnitor from such obligations except to the extent the Indemnitor has agreed
in writing that it would be willing to have its liability calculated on the
basis of a settlement offer, as provided in Section 5.03(b), at that point in
the contest) and with respect to any Claim related to such Claim or based on
the outcome of such Claim. If the Controlling Party settles any Claim or
otherwise takes or declines to take any action pursuant to this paragraph, the
Controlling Party shall pay to the Indemnitor any amounts paid or advanced by
the Indemnitor with respect to such Claim (other than amounts payable by the
Indemnitor in connection with a settlement offer pursuant to Section 5.03(b)),
plus interest attributable to such amounts.

                                   Article VI

                                  Cooperation

                  6.01 General. Harris and Lanier shall cooperate with each
other in the filing of any Tax Returns and the conduct of any audit or other
proceeding and each shall execute and deliver such powers of attorney and make
available such other documents as are reasonably necessary to carry out the
intent of this Agreement. Each party agrees to notify the other party in
writing of any audit adjustments which do not result in tax liability but can
be reasonably expected to affect Tax Returns of the other party, or any of its
Subsidiaries, for a Period After Distribution. Each party agrees to treat the
Distribution for all income tax purposes as not causing the recognition of any
gain or loss.

                  6.02 Cooperation With Respect to Tax Return Filings,
Examinations and Tax Related Controversies.

                  (a) Harris' Obligations. In addition to any obligations
imposed pursuant to the Distribution Agreement,


                                     -21-
<PAGE>   22

Harris and each other member of the Harris Group shall fully cooperate with
Lanier and its representatives, in a prompt and timely manner, in connection
with (i) the preparation and filing of and (ii) any inquiry, audit,
examination, investigation, dispute, or litigation involving, any Tax Return
filed or required to be filed by or for any member of the Lanier Group for any
taxable period beginning on or before the Distribution Date. Such cooperation
shall include, but not be limited to, (x) the execution and delivery to Lanier
by the appropriate Harris Group member of any power of attorney required to
allow Lanier and its counsel to represent Harris or such other Harris Group
member in any controversy which Lanier shall have the right to control pursuant
to the terms of Section 5.01 of this Agreement, (y) making available to Lanier,
during normal business hours, and within sixty (60) days of any written request
therefor, all books, records and information, and the assistance of all
officers and employees, necessary or useful in connection with any tax inquiry,
audit, examination, investigation, dispute, litigation or any other matter, and
(z) use of its best efforts in defending Lanier's interests in any tax inquiry,
audit, examination, investigation, dispute, litigation or any other matter for
which Harris is the Controlling Party.

                  (b) Lanier's Obligations. Except as otherwise provided in
this Article VI, Lanier shall fully cooperate with Harris and its
representatives, in a prompt and timely manner, in connection with (i) the
preparation and filing of and (ii) any inquiry, audit, examination,
investigation, dispute, or litigation involving, any Tax Return filed or
required to be filed by or for any member of the Harris Group which includes
Lanier or any other member of the Lanier Group. Such cooperation shall include,
but not be


                                     -22-
<PAGE>   23

limited to, (x) the execution and delivery to Harris by Lanier of any power of
attorney required to allow Harris and its counsel to participate on behalf of
Harris or other Harris Group members in any inquiry, audit or other
administrative proceeding and to assume the defense or prosecution, as the case
may be, of any suit, action or proceeding pursuant to the terms of and subject
to the conditions set forth in Section 5.01 of this Agreement, (y) making
available to Harris, during normal business hours, and within sixty (60) days
of any written request therefor, all books, records and information, and the
assistance of all officers and employees, necessary or useful in connection
with any tax inquiry, audit, examination, investigation, dispute, litigation or
any other matter, and (z) the use of its best efforts in defending Harris'
interests in any tax inquiry, audit, examination, investigation, dispute,
litigation or other matter for which Lanier is the Controlling Party.

                  (c) Remedy for Failure to Comply. If Lanier reasonably
determines that Harris is not for any reason fulfilling its obligations under
Section 6.02(a), or if Harris reasonably determines that Lanier is not for any
reason fulfilling its obligations under Section 6.02(b), then Harris or Lanier,
as the case may be, shall have the right to appoint, at the expense of the
other, an independent entity such as a nationally-recognized public accounting
or law firm to assist the other in meeting its obligations under this Section
6.02. Such entity shall have complete access, during normal business hours to
all books, records and information, and the complete cooperation of all
officers and employees, of Harris or Lanier, as the case may be. The remedy
provided in this Section 6.02(c) shall not be deemed exclusive.


                                     -23-
<PAGE>   24

                                  Article VII

                          Retention of Records; Access

                  The Harris Group and the Lanier Group shall (a) in accordance
with their then current record retention policy, retain records, documents,
accounting data and other information (including computer data) necessary for
the preparation and filing of all Tax Returns in respect of taxes of the Harris
Group or the Lanier Group for any Period Before Distribution or for the audit
of such Tax Returns; and (b) give to the other reasonable access to such
records, documents, accounting data and other information (including computer
data) and to its personnel (insuring their cooperation) and premises, for the
purpose of the review or audit of such Tax Returns to the extent relevant to an
obligation or liability of a party under this Agreement. At any time after the
Date of Distribution that the Lanier Group proposes to destroy such material or
information, they shall first notify the Harris Group in writing and the Harris
Group shall be entitled to receive such materials or information proposed to be
destroyed.


                                  Article VIII

                                    Disputes

                  If Harris and Lanier cannot agree on any calculation of any
liabilities under this Agreement, such calculation shall be made by any
independent public accounting firm acceptable to both Harris and Lanier. The
decision of such firm shall be final and binding. The fees and expenses
incurred in connection with such calculation shall be borne by the party that
such independent public accounting firm determines has lost the dispute.


                                     -24-
<PAGE>   25

                                   Article IX

                           Termination of Liabilities

                  Notwithstanding any other provision in this Agreement, any
liabilities determined under this Agreement shall not terminate any earlier
than the expiration of the applicable statute of limitation for such liability.
All other covenants under this Agreement shall survive indefinitely.


                                   Article X

                            Miscellaneous Provisions

                  Sections 7.3, 7.4, 7.6, 7.7, 7.8, 7.9, 7.10, 7.14, 7.16, 7.17
and 7.18 of the Distribution Agreement shall apply in relevant part to this
Agreement.


                                     -25-
<PAGE>   26

                  IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.

                                          HARRIS CORPORATION

                                          By /s/ David S. Wasserman
                                             Name:   David S. Wasserman
                                             Title:  Vice President -
                                                     Treasurer

Witness: /s/ Scott T. Mikuen
         Name:Scott T. Mikuen

                                          LANIER WORLDWIDE, INC.

                                          By /s/ James A. MacLennan
                                             Name:   James A. MacLennan
                                             Title:  Executive Vice
                                                     President and Chief
                                                     Financial Officer

Witness: /s/ J. Michael Kelly
         Name:J. Michael Kelly


                                     -26-

<PAGE>   1
                                                                    EXHIBIT 10.2


                       EMPLOYEE BENEFITS AND COMPENSATION
                              ALLOCATION AGREEMENT

         AGREEMENT, dated as of November 5, 1999 (the "Agreement"), by and
between Harris Corporation ("Parent"), a Delaware corporation, and Lanier
Worldwide, Inc., a Delaware corporation ("Company").

         WHEREAS, the Parent Board of Directors intends to effect the
Distribution (as defined herein); and

         WHEREAS, Parent and Company wish to provide for the allocation of
assets and liabilities and certain other matters with respect to employee
benefit plans, executive compensation plans and certain other employee plans
and arrangements in connection with the Distribution.

         NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, the parties hereto hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

         1.1 "Company Employee" means each employee of Company, including a
Company Transfer Employee.

         1.2 "Company SERP" means the Lanier Worldwide, Inc. Supplemental
Executive Retirement Savings Plan and the Lanier Worldwide, Inc. Supplemental
Executive Retirement Plan.

<PAGE>   2

         1.3 "Company Stock Incentive Plan" means the Lanier Worldwide, Inc.
Stock Incentive Plan.

         1.4 "Company Transfer Employee" means each employee of Parent who
becomes an employee of Company on or after the Distribution Date and on or
before December 31, 1999.

         1.5 "Code" means the Internal Revenue Code of 1986, as amended.

         1.6 "Distribution" means the pro rata distribution to Parent's
stockholders of a number of shares of Company common stock that is equal to
approximately 90% of the shares of Company common stock outstanding after the
Distribution Date, as described in the Registration Statement on Form 10 and
any amendments thereto filed by the Company with the Securities and Exchange
Commission.

         1.7 "Distribution Date" has the meaning given to such term in the
Registration Statement on Form 10 and any amendments thereto filed by the
Company with the Securities and Exchange Commission.

         1.8 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         1.9 "Harris 401(k) Plan" means the Harris Corporation Retirement Plan.

         1.10 "Harris Pension Plan" means the Harris Corporation Pension Plan.

         1.11 "Parent Employee" means each employee of Parent, including a
Parent Transfer Employee.

         1.12 "Parent Performance Shares" means performance share awards
granted under the Parent Stock Incentive Plan.
<PAGE>   3

         1.13 "Parent SERP" means any nonqualified supplemental executive
retirement plan maintained for the benefit of Parent employees, or Company
Employees who were employed at any time by Parent.

         1.14 "Parent Stock Incentive Plan" means the Harris Corporation Stock
Incentive Plan.

         1.15 "Parent Stock Options" means stock options granted under the
Parent Stock Incentive Plan.

         1.16 "Parent Transfer Employees" means employees of Company who become
employees of Parent on or after the Distribution Date and on or before December
31, 1999.

         1.17 "PEP" means the Lanier Worldwide, Inc. Pension Equity Plan.

         1.18 "Record Date" has the meaning given to such term in the
Registration Statement on Form 10 and any amendments thereto filed by the
Company with the Securities and Exchange Commission.

         1.19 "SIP" means the Lanier Worldwide, Inc. Savings Incentive Plan, as
amended from time to time.

         1.20 "Transfer Date" with respect to each Company Transfer Employee or
Parent Transfer Employee, means the first date on or after the Distribution
Date that he or she is actively at work for Company following a transfer from
Parent, or is actively at work for Parent following a transfer from Company, as
applicable.

                                  ARTICLE II

                                RETIREMENT PLANS

         2.1 SIP.

         (a) In General Company has previously established the SIP for the
benefit of its employees. As soon as practicable after the date hereof and
effective as of the Distribution Date,


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<PAGE>   4

Company shall take, or cause to be taken, all necessary and appropriate action
to allow each Company Transfer Employee to be enrolled in the SIP as soon as
practicable after his or her Transfer Date. Effective no later than the
Distribution Date, Company shall cause the SIP to be amended such that amounts
under the SIP after such date shall not be applied to purchase the common stock
of Parent.

         (b) Service Credit. The employment of each Company Transfer Employee
with Parent shall be treated as employment with Company for purposes of
eligibility and vesting under the SIP.

         (c) Harris 401(k) Plan Transfer. Company shall take such action as is
necessary or appropriate to cause the SIP to accept the transfer of the assets
and liabilities of the Harris 401(k) Plan described in ss. 2.2(d) of this
Agreement (including making amendments, as necessary or appropriate, to the
SIP) and to satisfy the requirements of Section 401(a) of the Code and related
Code Sections with respect to such transfer.

         (d) Parent Employees' SIP Account Balances. As soon as practicable
after January 1, 2000, the Company shall cause the SIP to transfer to the
Harris 401(k) Plan the assets and liabilities of the SIP attributable to Parent
Employees (including any outstanding Parent Employee loans from the SIP).

         2.2 Harris 401(k) Plan.

         (a) In General. Parent has previously established the Harris 401(k)
Plan for the benefit of its employees. As soon as practicable after the date
hereof and effective as of the Distribution Date, Parent shall take, or cause
to be taken, all necessary and appropriate action to allow each Parent Transfer
Employee to be enrolled in the Harris 401(k) Plan as soon as practicable after
his or her Transfer Date.


                                      -4-
<PAGE>   5

         (b) Service Credit. The employment of each Parent Transfer Employee
with Company shall be treated as employment with Parent for eligibility and
vesting purposes under the Harris 401(k) Plan.

         (c) SIP Transfer. Parent shall take such action as is necessary or
appropriate to cause the Harris 401(k) Plan to accept the transfer of the
assets and liabilities of the SIP described in ss. 2.1(d) of this Agreement
(including making amendments, as necessary or appropriate, to the Harris 401(k)
Plan) and to satisfy the requirements of Section 401(a) of the Code and related
Code Sections with respect to such transfer.


                                      -5-
<PAGE>   6

         (d) Company Employees' Harris 401(k) Plan Account Balances . As soon
as practicable after January 1, 2000, Parent shall cause the Harris 401(k) Plan
to transfer to the SIP the assets and liabilities of the Harris 401(k) Plan
attributable to Company Employees (including any outstanding Company Employee
loans from the Harris 401(k) Plan).

         2.3 PEP.

         (a) In General. Company has previously established the PEP for the
benefit of its employees. As soon as practicable after the date hereof and
effective as of the Distribution Date, Company shall take, or cause to be
taken, all necessary and appropriate action to allow Company Transfer Employees
to be enrolled in the PEP subject to the terms and conditions of the PEP. If
the banks in the current credit facilities or any replacement credit facilities
provide notice to the Company that they intend to exercise their rights to take
security or waive their rights under section 7.3 of the credit facilities, then
Company promptly shall provide written notice to the Pension Benefit Guaranty
Corporation, with a copy to Parent, after the banks give such notice to
Company.

         (b) Service Credit. The employment of each Company Transfer Employee
with Parent shall be treated as employment with Company for eligibility and
vesting purposes under the PEP.

         (c) Former Company Employees' PEP Accrued Benefits. Each Parent
Employee with a vested benefit in the PEP may request (1) a distribution of the
vested portion of his or her PEP accrued benefit as soon as practicable after
January 1, 2000, (2) a rollover of the vested portion of his or her PEP accrued
benefit to an "eligible retirement plan" (as defined in Section 401(a)(31) of
the Code) or (3), if the vested portion of his or her PEP accrued benefit
exceeds $5,000, that the vested portion of his or her accrued benefit remain in
the PEP.


                                      -6-
<PAGE>   7

         (d) PEP Trust Agreement. Parent shall take such action as is necessary
or appropriate to cause the assets of the PEP that are invested in the Harris
Corporation Master Trust to be transferred to a trust established for the PEP.


         2.4 Harris Pension Plan. Parent shall continue to be responsible for
any Financial Accounting Statement 87 liability with respect to the Harris
Pension Plan, and Parent shall assume all responsibility for the administration
and valuation of the Harris Pension Plan before and after the Distribution.


                                  ARTICLE III

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

         Company shall not assume any liability whatsoever with respect to the
Parent SERP, and Parent shall not assume any liability with respect to Company
SERP. The Company shall have no right to claim any assets held in a Parent
rabbi trust.

                                  ARTICLE IV

                              STOCK INCENTIVE PLAN

         4.1 Establishment of Company Stock Incentive Plan. At or prior to the
Distribution Date, Company shall establish the Company Stock Incentive Plan for
the benefit of Company Employees who hold outstanding awards under the Parent
Stock Incentive Plan at the Distribution Date and such other Company Employees
as are designated by the Company to benefit under such Plan (such employees are
referred to hereinafter as the "Stock Incentive Employees").

         4.2 Stock Options. As soon as practicable after the Distribution Date,
the Stock Incentive Employees shall surrender for cancellation their
outstanding Parent Stock Options, if any, in exchange for options to purchase
shares of Company common stock ("Company Stock


                                      -7-
<PAGE>   8

Options"), and Parent Stock Options held by Stock Incentive Employees shall be
replaced with options to purchase shares of Company common stock issued under
the Company Stock Incentive Plan. The number of shares subject to each Company
Stock Option will be determined by multiplying the number of shares subject to
each Parent Stock Option by a number equal to (a) the closing price of a share
of Parent common stock on the New York Stock Exchange on the Record Date,
divided by (b) the opening price of a share of Company common stock on the New
York Stock Exchange on the day following the Distribution Date (the "Company
Adjustment Ratio"). The price of each Company Stock Option will be determined
by dividing the option price of each Parent Stock Option by the Company
Adjustment Ratio.

         4.3 Performance Shares. As soon as practicable after the Distribution
Date, Parent Performance Shares held by the Stock Incentive Employees shall be
forfeited, and Company shall issue Company Performance Shares under the Company
Stock Incentive Plan to replace such Parent Performance Shares in an amount
equal to the result of multiplying the Parent Performance Shares by the Company
Adjustment Ratio. The performance targets for such Company Performance Shares
shall be established by Company as soon as practicable following the
Distribution Date. Notwithstanding the foregoing, prior to the forfeiture of
the Stock Incentive Employees' Parent Performance Shares, the Stock Incentive
Employees shall be paid all dividends and other distributions accrued with
respect to such Parent Performance Shares through and including the
Distribution Date including any dividend paid in shares of Company which will
be paid in accordance with the terms of the Parent Stock Incentive Plan
including withholding for applicable taxes.


                                      -8-
<PAGE>   9

                                   ARTICLE V

                                 OTHER BENEFITS

         5.1 Cessation or Continuation of Coverage. Effective as of his or her
Transfer Date, each Company Transfer Employee, together with dependents
thereof, shall cease to be covered by Parent's employee welfare benefit plans,
including but not limited to plans, programs, policies and arrangements which
provide medical and dental coverage, life and accident insurance and disability
coverage (collectively, "Welfare Plans"), and each Parent Transfer Employee,
together with dependents thereof, shall cease to be covered by Company's
Welfare Plans. Company Employees and their dependents shall continue to be
covered under the dependent care spending accounts covering such Company
Employees immediately before the Distribution Date ("Pre-Distribution
Accounts") through December 31, 1999, and Parent shall continue to administer
the Pre-Distribution Accounts under the Accordia contract on behalf of Company
Employees and their dependents for claims incurred under the Pre-Distribution
Accounts during the calendar year 1999. Company shall pay any administrative
costs associated with the administration of the claims described in the
immediately preceding sentence and continued participation by each Company
Transfer Employee in his or her Pre-Distribution Account during 1999 and after
his or her Transfer Date shall be determined under the terms of such
Pre-Distribution Account.

         5.2 Responsibility for Claims Incurred. Parent shall retain
responsibility for all Welfare Plan claims incurred by each Company Transfer
Employee and his or her dependents prior to his or her Transfer Date, and
Company shall retain responsibility for all Welfare Plan claims incurred by
each Parent Transfer Employee and his or her dependents prior to his or her
Transfer Date (other than any such claims incurred by Parent Transfer Employees
under the Harris Dependent Care Spending Account).


                                      -9-
<PAGE>   10

         Company shall be responsible for all Welfare Plan claims incurred by
each Company Transfer Employee after his or her Transfer Date (other than any
such claims incurred by Company Transfer Employees under the Harris Dependent
Care Spending Account before January 1, 2000), and Parent shall be responsible
for all Welfare Plan claims incurred by each Parent Transfer Employee after his
or her Transfer Date. For purposes of this Section, a claim shall be deemed to
have been incurred on the date on which medical or other treatment or service
was rendered and not the date of the inception of the related illness or injury
or the date of submission of a claim related thereto.

         5.3 Certain Health Plan Provisions.

         (a) In General. Any pre-existing condition requirement in any of
Company's Welfare Plans that are medical, dental or health plans shall be
waived with respect to Company Transfer Employees only to the extent required
by any applicable law, and any pre-existing condition requirement in any of
Parent's Welfare Plans that are medical, dental or health plans shall be waived
with respect to Parent Transfer Employees only to the extent required by any
applicable law.

         (b) Company Retirees. Former employees retired from the Company who
are covered under any Parent Welfare Plan on August 31, 1999 shall cease to be
covered under such Parent Welfare Plan on September 1, 1999 and shall be
covered by a Company Welfare Plan starting on that date. Company shall be
responsible for any Financial Accounting Statement 106 liability and reporting
with respect to such retired Company employees.

         5.4 Vacation. Any earned, but not taken, vacation time with Parent of
each Company Transfer Employee shall become the responsibility of Company
effective as of his or her Transfer Date, and Parent shall cease to have any
liability in respect thereof. Any earned, but not


                                     -10-
<PAGE>   11

taken, vacation time with Company of each Parent Transfer Employee shall become
the responsibility of Parent, and Company shall cease to have any liability in
respect thereof.

         5.5 Harris Corporation Merit Scholarship Program. Company shall assume
the liability for the cost of funding any scholarship for the year 2000 for the
child of a Company Employee who has been selected to participate or who is
selected to participate in the Harris Corporation Merit Scholarship Program for
the year 2000.

         Parent shall be responsible for the cost of funding any scholarship
for the year 2000 for the child of a Parent Employee who has been selected to
participate or who is selected to participate in the Harris Corporation Merit
Scholarship Program for the year 2000.


                                  ARTICLE VI

                                 MISCELLANEOUS

         6.1 Entire Agreement. This Agreement and the Agreement and Plan of
Distribution between Company and Parent dated as of October 22, 1999 (the
"Distribution Agreement") shall constitute the entire agreement between the
parties with respect to the subject matter hereof and shall supersede all
previous negotiations, discussions, agreements and understandings with respect
to such subject matter.

         6.2 Indemnity. Except as specifically provided in this Agreement and
the Distribution Agreement,

         (a) Except as set forth in the Ancillary Workers Compensation
Agreement, Company shall be responsible for any and all Liabilities or Losses
(as such terms are defined in the Distribution Agreement) relating to the
employment of Company Employees or former Company Employees by the Company
without regard to whether such Liabilities or Losses are


                                     -11-
<PAGE>   12

incurred before, on or after the Distribution Date and shall indemnify and hold
Parent harmless for such Liabilities and Losses; and

         (b) Parent shall be responsible for any and all Liabilities or Losses
relating to the employment of Parent Employees or former Parent Employees by
Parent without regard to whether such Liabilities or Losses are incurred
before, on or after the Distribution Date and shall indemnify and hold Company
harmless for such Liabilities and Losses. Otherwise, the indemnification
provisions of Article III of the Distribution Agreement shall be applicable to
this Agreement and are hereby incorporated herein by reference.

         6.3 Claims and Dispute Resolution. The claims and dispute resolution
provisions of Article V of the Distribution Agreement shall be applicable to
this Agreement and are hereby incorporated herein by reference.

         6.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

         6.5 Notices. All notices and other communications hereunder shall be
in writing, shall reference this Agreement and shall be hand delivered or
mailed by registered or certified mail (return receipt requested) or sent by
any means of electronic message transmission with delivery confirmed (by voice
or otherwise) to the parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice) and will be deemed
given on the date on which such notice is received:


                                     -12-
<PAGE>   13

             To Parent:

             Harris Corporation
             1025 West NASA Blvd.
             Melbourne, Florida 32919

             Attention:  Corporate Secretary
             Telephone:  (407) 727-9163
             Facsimile:  (407) 727-9222

             With a copy to:

             Harris Corporation
             1025 West NASA Blvd.
             Melbourne, Florida 32919

             Attention:  Scott T. Mikuen
             Telephone:  (407) 727-9125
             Facsimile:  (407) 727-9234

             To Company:

             Lanier Worldwide, Inc.
             2300 Parklake Drive, N.E.
             Atlanta, Georgia 30345

             Attention:  General Counsel
             Telephone:  (770) 621-1063
             Facsimile:  (770) 621-1073

         6.6 Amendments. This Agreement may not be modified or amended except
by an agreement in writing signed by the parties.

         6.7 Successors and Assigns. Neither party may assign its rights or
delegate any of its duties or obligations under this Agreement without the
prior written consent of the other party. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns.

         6.8 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and their respective subsidiaries and should not
be deemed to confer upon third


                                     -13-
<PAGE>   14

parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.

         6.9 Titles and Headings. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.

         6.10 Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any Jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such' prohibition or
unenforceability in any jurisdiction shall not invalidate or render such
provision unenforceable in any other jurisdiction.

         6.11 Access to Information. Company and Parent shall provide each
other with access to information reasonably necessary in order to carry out the
provisions of this Agreement (including Parent files relating to retired
company employees and premium reconciliation for billing and collections
through the Distribution Date).


                                     -14-
<PAGE>   15

         IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first hereinabove written.

ATTEST:                                   HARRIS CORPORATION

/s/ Scott T. Mikuen                       By:/s/ David S. Wasserman
Name:  Scott T. Mikuen                       Name:  David S. Wasserman
Title: Assistant Secretary                   Title: Vice President - Treasurer


ATTEST:                                   LANIER WORLDWIDE, INC.

/s/ J. Michael Kelly                      By:/s/ James A. MacLennan
Name:  J. Michael Kelly                      Name:  James A. MacLennan
Title: Secretary                             Title: Executive Vice President and
                                                    Chief Financial Officer


                                     -15-

<PAGE>   1
                                                                    EXHIBIT 10.3


                         REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated November 5, 1999 (this
"Agreement"), between Lanier Worldwide, Inc., a Delaware corporation
("Issuer"), and Harris Corporation, Inc., a Delaware corporation
("Stockholder").

                  WHEREAS, on November 5, 1999 (the "Distribution Date")
Stockholder intends to make a pro rata distribution to its stockholders of
approximately 90% of the shares of common stock, par value $0.01 per share, of
Issuer (the "Common Stock") outstanding as of the Distribution Date; and

                  WHEREAS, Stockholder intends to retain approximately 10% of
the shares of Common Stock outstanding as of the Distribution Date, and/or
transfer some or all of such retained shares to one or more of its direct or
indirect majority-owned subsidiaries and cause any such subsidiaries to retain
them (any such subsidiary, a "Seller" and such shares so retained by
Stockholder or any Seller, the "Shares");

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

                  1.01 Definitions. Capitalized terms used but not defined in
this Agreement have the respective meanings ascribed to such terms in the
Distribution Agreement. In addition, the following terms shall have the
following meanings:

                  (a) "Commission" means the Securities and Exchange
Commission, or any other federal agency at the time administering the
Securities Act or the Exchange Act, as applicable, whichever is the relevant
statute.

<PAGE>   2

                  (b) "Common Stock" has the meaning set forth in the Recitals.

                  (c) "Demand Registration Statement" has the meaning set forth
in Section 2.02(a).

                  (d) "Distribution Agreement" has the meaning set forth in the
Recitals.

                  (e) "Distribution Date" has the meaning set forth in the
Recitals.

                  (f) "Effective Period" has the meaning set forth in Section
2.02(c).

                  (g) "Exchange Act" means the Securities Exchange Act of 1934,
as amended or any similar successor federal statute and the rules and
regulations of the Commission thereunder, all as shall be in effect from time
to time.

                  (h) "Expenses" has the meaning set forth in Section 2.04.

                  (i) "Indemnified Party" has the meaning set forth in Section
2.05(c).

                  (j) "Indemnifying Party" has the meaning set forth in Section
2.05(c).

                  (k) "Inspectors" has the meaning set forth in Section
2.03(a)(iv).

                  (l) "Issuer" has the meaning set forth in the Preamble.

                  (m) "Person" means any individual, corporation, limited
liability company, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.

                  (n) "Records" has the meaning set forth in Section
2.03(a)(iv).

                  (o) "Registered Shares" means the Shares of which resales by
the Stockholder and the Sellers have been registered under the Registration
Statement.


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<PAGE>   3

                  (p) "Registration Statement" has the meaning set forth in
Section 2.02(b).

                  (q) "Release Date" has the meaning set forth in Section
2.01(a).

                  (r) "Securities" means the Shares until, in the case of any
particular Share, it is (i) disposed of in accordance with the Registration
Statement, (ii) distributed to the public pursuant to Rule 144 under the
Securities Act or (iii) no longer owned of record or beneficially by
Stockholder or any Seller.

                  (s) "Seller" has the meaning set forth in the Recitals.

                  (t) "Securities Act" means the Securities Act of 1933, as
amended or any similar successor federal statute and the rules and regulations
of the Commission thereunder, all as shall be in effect from time to time.

                  (u) "Shares" has the meaning set forth in the Recitals.

                  (v) "Shelf Registration Statement" has the meaning set forth
in Section 2.02(b).

                  (w) "Stockholder" has the meaning set forth in the Preamble.

                  (x) "Termination Date" has the meaning set forth in Section
2.02(c).

                  1.02 Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for convenience only, do
not constitute a part of this Agreement and shall not affect in any way the
meaning or interpretation of this Agreement.


                                      -3-
<PAGE>   4

                                   ARTICLE II

                            RESTRICTIONS AND RIGHTS

                  2.01 Restrictions. (a) During the period beginning on the
Distribution Date and ending on the 180th calendar day following the
Distribution Date (such date, the "Release Date"), Stockholder shall not, and
shall cause each Seller not to, offer, sell, contract to sell or otherwise
dispose of any of the Shares. Any contrary provision of this Agreement
notwithstanding, no provision of this Agreement shall prohibit, limit, restrict
or pertain to the offer, sale, disposition or voting of shares of Common Stock
(i) distributed in respect of shares of Stockholder's common stock granted
pursuant to Stockholder's performance share award program, (ii) held by any
savings plan in which directors, officers or employees of Stockholder may be
entitled to participate, or (iii) in connection with the transfer of any Shares
among Stockholder, any Seller and any other direct or indirect majority-owned
subsidiary of Stockholder.

                  (b) On any matter subject to a vote of stockholders of
Issuer, Stockholder shall vote or cause to be voted all of the Shares owned by
it or any Seller of record and/or of which it or any Seller is the beneficial
owner in proportion to the aggregate votes cast by other stockholders of Issuer
entitled to vote on such matter.

                  2.02 Registration Rights. (a) At any time during the period
of time following the 120th calendar day following the Distribution Date and
terminating on the second anniversary of the Distribution Date, Stockholder
shall have the right on two occasions to require Issuer to file with the
Commission a registration statement under the Securities Act providing for the
registration under the Securities Act of all or a portion of the Shares held by
Stockholder and any Sellers (each, a "Demand Registration Statement"), one of
which may be a Shelf Registration Statement. As promptly as practicable, but in
no event later than 30 calendar days after Issuer receives a written request
from Stockholder to file the Demand Registration Statement, Issuer shall file
with the Commission and thereafter cause to be declared effective promptly the
related Demand Registration Statement with respect to such


                                      -4-
<PAGE>   5

number of Shares as Stockholder shall have demanded be registered.

                  (b) As promptly as practicable, but in no event later than 30
calendar days after Issuer receives a written request from Stockholder therefor
(which request must be given during the Effective Period, which written request
shall be counted as one of the two demand rights that Stockholder holds
pursuant to Section 2.02(a), Issuer shall cause to be filed in conformity with
the requirements of the Securities Act a "shelf" registration statement on any
appropriate form pursuant to Rule 415 under the Securities Act (including all
amendments thereto, a "Shelf Registration Statement" and, collectively with any
Demand Registration Statement, a "Registration Statement") in respect of the
resale from time to time by Stockholder and any Sellers, in the manner
designated by Stockholder in its request, of the number of Shares designated by
Stockholder in its request.

                  (c) Prior to filing any Registration Statement, Issuer will
furnish a draft thereof to Stockholder and shall not file such Registration
Statement without Stockholder's prior written consent, which consent shall not
be unreasonably withheld. Issuer shall use its reasonable efforts to cause such
Registration Statement to be declared effective under the Securities Act within
60 calendar days after the receipt of the request therefor and shall use its
reasonable efforts to keep such Registration Statement continuously effective
under the Securities Act during the period of time (such period of time, the
"Effective Period") following the initial effectiveness of the Registration
Statement and terminating upon the earlier to occur of the date that (i)
Stockholder and its direct and indirect majority-owned subsidiaries no longer
hold any Securities or (ii) is the second anniversary of the Distribution Date
(the "Termination Date"); provided, however, that the Termination Date shall be
extended by any period of time Stockholder or any Seller may be unable to
effect sales of Registered Shares under Sections 2.03(b) or 2.03(c). Each
Registration Statement shall relate only to the offer and sale of Shares by
Stockholder and any Sellers and shall not relate to the offer and sale of
securities other than the Shares or to offers or sales by any person or entity
other than Stockholder and any Sellers.


                                      -5-
<PAGE>   6

                  2.03 Registration Procedures. (a) In connection with any
Registration Statement, and in accordance with the intended method or methods
of distribution of the Registered Shares as described in writing by Stockholder
and set forth in such Registration Statement or any prospectus supplement
contained therein, Issuer shall, as soon as reasonably practicable (and, in any
event, subject to the terms of this Agreement, at or before the time required
by applicable laws and regulations), but only during the Effective Period:

                  (i) promptly amend the Registration Statement and amend or
         supplement the prospectus incorporated therein (A) to cover additional
         Shares, in the event that the number of Shares shall be increased as a
         result of a stock split or similar event following the issuance of any
         Shares, (B) if required by the registration form utilized by Issuer
         for the Registration Statement or by the instructions applicable to
         such registration form or otherwise required by the Securities Act or
         the rules and regulations thereunder, (C) at the request of
         Stockholder, to describe the intended method or methods of
         distribution of the Registered Shares pursuant to a written
         description furnished by Stockholder, and (D) to the extent necessary
         to ensure that the Registration Statement, any prospectus incorporated
         therein, and any amendment or supplement thereto, will not contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein (in the case of any prospectus, in the light of the
         circumstances under which they were made) not misleading; and use its
         reasonable efforts to cause any such amendment to the Registration
         Statement to be declared effective as soon as practicable after the
         filing thereof; provided, however, that Issuer shall furnish copies of
         such amendment at a reasonable time prior to the filing thereof and
         shall not make any such filing to which Stockholder shall have
         reasonably and timely objected; and provided, further, that the
         foregoing proviso shall not apply to any document filed by Issuer
         pursuant to the Exchange Act which is, or is deemed to be,
         incorporated by reference in any Registration Statement or any
         prospectus or prospectus supplement;


                                      -6-
<PAGE>   7

                  (ii) furnish without charge to Stockholder, any sales or
         placement agent and any underwriter of Registered Shares, a reasonable
         number of copies of the Registration Statement and each amendment
         thereto (in each case including all exhibits thereto), each prospectus
         or prospectus supplement included in the Registration Statement
         (including each preliminary prospectus) and any amendments or
         supplements thereto and (upon request by Stockholder) any documents
         incorporated therein by reference;

                  (iii) comply with the provisions of the Securities Act and
         all applicable rules and regulations of the Commission with respect to
         the disposition of all Registered Shares covered by the Registration
         Statement in accordance with the intended method or methods of
         distribution thereof set forth in the Registration Statement or any
         prospectus supplement contained therein;

                  (iv) make available for inspection by Stockholder or by any
         underwriter, attorney, accountant or other agent retained by
         Stockholder or any Seller (collectively, the "Inspectors") financial
         and other records and pertinent corporate documents of Issuer
         (collectively, the "Records"), provide the Inspectors with
         opportunities to discuss the business of Issuer with its officers, and
         provide opportunities to discuss the business of Issuer with the
         independent public accountants who have certified its most recent
         annual financial statements, in each case to the extent but only to
         the extent reasonably necessary to enable Stockholder or any
         underwriter retained by Stockholder or any Seller to conduct a
         "reasonable investigation" for purposes of Section 11(a) of the
         Securities Act. Records which Issuer determines, in good faith, to be
         confidential and which it notifies the Inspectors are confidential
         shall not be disclosed to any Inspector unless such Inspector enters
         into a confidentiality agreement in customary form and reasonably
         acceptable to such parties and Issuer and which provides that Records
         shall not be disclosed to third parties unless (A) the disclosure of
         such Records is necessary to avoid or correct a misstatement of a
         material fact or omission to state a


                                      -7-
<PAGE>   8

         material fact in the Registration Statement, (B) the disclosure of
         such Records is required by any court or governmental body with
         jurisdiction over Stockholder or such Inspector or (C) all of the
         information contained in such Records has been made generally
         available to the public. Stockholder will, upon learning that
         disclosure of such Records is sought in a court of competent
         jurisdiction or by any governmental body, promptly give prior notice
         to Issuer and allow Issuer, at its expense, to undertake appropriate
         action to prevent disclosure of those Records deemed confidential;

                  (v) promptly notify Stockholder, each sales or placement
         agent and each underwriter of Registered Shares (A) when the
         Registration Statement or any related prospectus or any amendment or
         supplement has been filed, and, with respect to the Registration
         Statement or any amendment thereto, when the same has become
         effective, (B) of any request by the Commission for amendments or
         supplements to the Registration Statement or the related prospectus or
         for additional information, (C) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement or the initiation of any proceedings for that purpose, (D)
         of the receipt by Issuer of any notification with respect to the
         suspension of the qualification of the Registered Shares for sale in
         any jurisdiction or the initiation of any proceeding for such purpose
         or (E) of the happening of any event which makes any statement in the
         Registration Statement or any post-effective amendment thereto,
         prospectus or any amendment or supplement thereto, or any document
         incorporated therein by reference, untrue in any material respect or
         which requires the making of any changes in the Registration Statement
         or any prospectus, or amendment or supplement thereto, so that they
         will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein (in the case of any prospectus, in the
         light of the circumstances under which they were made) not misleading;

                  (vi) use its reasonable efforts to obtain the withdrawal of
         any order suspending the effectiveness


                                      -8-
<PAGE>   9

         of the Registration Statement or any post-effective amendment thereto;

                  (vii) use its reasonable efforts to register or qualify the
         Registered Shares for offer and sale under such securities or "blue
         sky" laws of such jurisdictions as Stockholder, any sales or placement
         agent or underwriter of Registered Shares shall reasonably request in
         writing at least 10 days prior to the closing of any particular sale
         pursuant to the Registration Statement; provided, however, that Issuer
         shall not be required for any such purpose to (A) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for the requirements of
         this Section 2.03(a)(vii), (B) consent to general service of process
         in any such jurisdiction, provided that Issuer shall execute consents
         to service of process in the forms customarily requested in connection
         with the Registration Statement or qualification of securities under
         state or securities or "blue sky" laws, (C) subject itself to taxation
         in any such jurisdiction in which it is not already so subject, or (D)
         make any changes to its certificate of incorporation or bylaws or
         enter into any undertakings with respect to its corporate affairs
         other than undertakings customarily given in connection with
         qualifications of securities for sale which do not restrict the
         conduct of its business;

                  (viii) use its reasonable efforts to cause the Shares to be
         listed for trading on the New York Stock Exchange, Inc. or such other
         securities exchange or interdealer quotation system on which shares of
         Common Stock may be traded or listed and to cause the Registered
         Shares to be registered with or approved by such other governmental
         agencies or authorities within the United States (except as may be
         required as a consequence of the nature of Stockholder's business) as
         may be necessary by virtue of the markets on which the Registered
         Shares are listed or quoted to enable Stockholder any Seller to
         consummate the disposition of the Registered Shares;

                  (ix) cooperate with Stockholder and any sales or placement
         agent or underwriter of Registered Shares to


                                      -9-
<PAGE>   10

         facilitate the timely preparation and delivery of certificates
         representing Registered Shares to be sold pursuant to the Registration
         Statement, which certificates shall not bear any restrictive legends
         except as required by law or, in the case of certificates held by The
         Depository Trust Company or any similar depository, as customarily
         borne by securities held by such depository; and, in the case of an
         underwritten offering, enable such Registered Shares to be in such
         denominations and registered in such names as the managing underwriter
         or underwriters thereof may request in writing at least two business
         days prior to any sale of the Registered Shares;

                  (x) enter into such agreements (including an underwriting
         agreement or placement agency agreement) as are customary in
         transactions of the kind contemplated by the intended method or
         methods of distribution of the Registered Shares set forth in the
         Registration Statement and reasonably acceptable to Issuer, and take
         such other actions as are reasonably necessary in connection therewith
         in order to expedite or facilitate the disposition of Registered
         Shares; and (A) make such representations and warranties with respect
         to the Registration Statement or any post-effective amendment or
         supplement thereto, prospectus or any amendment or supplement thereto,
         and documents incorporated by reference, if any, to Stockholder, any
         Seller and the sales or placement agent or underwriters of the
         Registered Shares in form, substance and scope as are customary in
         connection with transactions of such kind; (B) if requested by the
         managing underwriters or lead placement agent of the Registered
         Shares, obtain an opinion of outside counsel to Issuer in customary
         form and covering matters of the type customarily covered by such an
         opinion, addressed to such sales or placement agent or underwriters
         named in the underwriting agreement and dated the date of the closing
         of the sale of the Registered Shares relating thereto (provided that
         such opinion shall be dated as of a single date and no updates thereof
         shall be required); (C) if requested by the managing underwriters or
         lead placement agent of the Registered Shares, (I) obtain a "comfort"
         letter (or, if a "comfort" letter may not be delivered under
         applicable accounting pronouncements or standards, a single


                                     -10-
<PAGE>   11

         "procedures" letter) and a single update thereof from each of the
         independent certified public accountants who have certified the most
         recent audited financial statements that are incorporated by reference
         in the Registration Statement, which letters shall be addressed to the
         sales or placement agent or any underwriter of Registered Shares and
         shall be dated the date of the prospectus used in connection with an
         offering of Registered Shares and/or the date of the closing of the
         sale of Registered Shares, such letter or letters to be in customary
         form and covering such matters of the type customarily covered by
         "comfort" letters of such type, and (II) use its reasonable efforts to
         have such letter addressed to Stockholder and/or any Seller; (D)
         deliver such documents and certificates as may be reasonably requested
         by Stockholder, any Seller and the sales or placement agent or any
         underwriter of Registered Shares to evidence compliance with any
         conditions contained in the underwriting agreement or other agreement
         entered into by Issuer; and (E) undertake such obligations relating to
         expense reimbursement, indemnification and contribution as provided in
         Sections 2.03 and 2.04 of this Agreement; provided, however, that
         notwithstanding any other provision of this Agreement, Issuer shall
         have no obligation to enter into more than two agreements covering
         firm commitment underwritings of publicly offered Registered Shares
         pursuant to this Agreement;

                  (xi) use reasonable efforts to make available to its security
         holders an earnings statement, as soon as reasonably practicable but
         in no event later than 90 days after the end of the period of twelve
         months commencing on the first day of any fiscal quarter next
         succeeding each sale by Stockholder and/or any Seller of Registered
         Shares, which earnings statement shall cover such twelve month period
         and shall satisfy the provisions of Section 11(a) of the Securities
         Act and may be prepared in accordance with Rule 158 under the
         Securities Act; provided, that Issuer's obligations under this
         paragraph (xi) may be satisfied by the timely filing of quarterly or
         annual reports under the Exchange Act containing the information
         specified by Rule 158; and


                                     -11-
<PAGE>   12

                  (xii) use its reasonable efforts to assist Stockholder and/or
         any Seller in marketing the Securities, including causing its
         executive officers to participate in such "road show" presentations
         and conference calls as may be customary in the marketing of equity
         securities; provided, however, that Stockholder shall cause the
         managing underwriters or placement agents of any Securities to give
         such executives reasonable advance notice concerning the scheduling of
         any such presentation or call and provided, further, that such
         presentations and conference calls shall be scheduled with the
         understanding that the regular responsibilities of such executive
         officers will take priority over any such activities.

                  (b) In the event that Issuer would be required to provide the
notice contemplated by Section 2.03(a)(v)(E) to Stockholder or any sales or
placement agent or underwriter, Issuer shall, as promptly as practicable,
prepare and furnish to Stockholder and each sales or placement agent or
underwriter a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of Registered Shares,
such prospectus shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Upon receipt of any notice from Issuer pursuant to
Section 2.03(a)(v)(C), (D) or (E), Stockholder shall, and shall cause each
Seller to, and shall use its reasonable efforts to cause any sales or placement
agent or underwriter of Registered Shares to, forthwith discontinue disposition
of Registered Shares until such Person shall have received copies of such
amended or supplemented prospectus and, if so directed by Issuer, to destroy or
to deliver to Issuer all copies, other than permanent file copies, then in its
possession of the prospectus (prior to such amendment or supplement) covering
the Registered Shares as soon as practicable after Stockholder's receipt of
such notice; provided, however, with respect to a notice pursuant to Section
2.03(a)(v)(D), Stockholder shall be obligated to comply with the covenant set
forth in this sentence only with respect to the jurisdiction to which such
notice relates.


                                     -12-
<PAGE>   13

                  (c) In the event that the Board of Directors of Issuer, as
determined by majority vote thereof, provides written notice to Stockholder
(accompanied by a resolution of the board setting forth the following) that it
has determined that in order for Stockholder or any Seller to effect sales of
Registered Shares under a Registration Statement, Issuer would have to disclose
material nonpublic information which, if disclosed at such time, would be
materially harmful to Issuer and its stockholders, then, for a period not to
exceed 60 days from the date of receipt of such notice, Stockholder agrees not
to effect, and shall cause each Seller and any sales or placement agent or
underwriter not to effect, any such sales of such Registered Shares under such
Registration Statement; provided that Issuer may not exercise this deferral
right more than once in any consecutive twelve-month period; and provided,
further, that nothing in this paragraph shall prohibit or restrict Stockholder
or any Seller from effecting sales or transfers otherwise than under a
Registration Statement.

                  (d) Stockholder shall furnish to Issuer in writing such
information regarding Stockholder, any Seller and its or their intended method
of distribution of the Registered Shares as Issuer may from time to time
reasonably request in writing, but only to the extent that such information is
required in order for Issuer to comply with its obligations under all
applicable securities and other laws and to ensure that the prospectus relating
to the Registered Shares conforms to the applicable requirements of the
Securities Act and the rules and regulations thereunder. Stockholder shall
notify Issuer as promptly as practicable of any inaccuracy or change in
information previously furnished in writing by Stockholder to Issuer or of the
occurrence of any event, in either case as a result of which any prospectus
relating to the Registered Shares contains or would contain an untrue statement
of a material fact regarding Stockholder, any Seller or its or their intended
method of distribution of the Registered Shares or omits to state any material
fact regarding Stockholder, any Seller or its or their intended method of
distribution of the Registered Shares required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and promptly furnish to Issuer any
additional information required to correct and update any previously


                                     -13-
<PAGE>   14

furnished information or required so that such prospectus shall not contain,
with respect to Stockholder, any Seller or the distribution of the Registered
Shares, an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  (e) Issuer, Stockholder, each Seller and all of their
respective officers and directors will comply with the provisions of Regulation
M promulgated by the Commission, as applicable to them in connection with sales
of Registered Shares.

                  2.04 Registration Expenses. Issuer agrees to bear and to pay,
or cause to be paid, promptly upon request being made therefor, all expenses
incident to Issuer's performance of or compliance with this Agreement,
including, without limitation: (a) all Commission and any National Association
of Securities Dealers registration and filing fees and expenses, (b) all fees
and expenses in connection with the qualification of the Registered Shares for
offering and sale under state securities or "blue sky" laws referred to in
Section 2.03(a)(vii) hereof, including reasonable fees and disbursements of
counsel for any sales or placement agent or underwriter in connection with such
qualifications, (c) all expenses relating to the preparation, printing,
distribution and reproduction of any Registration Statement, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment
or supplement to the foregoing, the certificates representing the Registered
Shares and all other documents relating hereto, (d) internal expenses of Issuer
(including, without limitation, all salaries and expenses of Issuer's officers
and employees performing legal or accounting duties), (e) fees, disbursements
and expenses of Issuer's counsel and its other advisors and experts and
independent certified public accountants of Issuer (including the expenses of
any opinions or "comfort" letters required by or incident to such performance
and compliance), and (f) the fees and expenses incurred in connection with the
listing or quotation of the Registered Shares on the New York Stock Exchange,
Inc. or any other stock exchange or dealer quotation system on which the Common
Stock shall at such time be listed or traded (collectively, the "Expenses"). To
the extent that any


                                     -14-
<PAGE>   15

Expenses are incurred, assumed or paid by Stockholder, any Seller or any sales
or placement agent or underwriter of Registered Shares, Issuer shall reimburse
such Person for the full amount of the Expenses so incurred, assumed or paid
promptly after receipt of a written request therefor, which shall specify in
reasonable detail the nature and amount of the Expenses. Notwithstanding the
foregoing, Stockholder shall pay or cause to be paid, as appropriate, (a) all
agency fees and commissions and underwriting discounts and commissions
attributable to the sale of the Registered Shares by or on behalf of
Stockholder or any Seller, (b) all out-of-pocket expenses and disbursements
arising out of or related to any marketing efforts undertaken pursuant to
Section 2.03(a)(xii) of this Agreement, (c) the fees, disbursements and
expenses of counsel to Stockholder or any Seller in connection with the
offering and sale of the Registered Shares, (d) the disbursements and expenses
of any placement agents or underwriters in connection with the offering and
sale of the Registered Shares, and (e) all transfer taxes applicable to the
sale of the Registered Shares.

                  2.05  Indemnification; Contribution.

                  (a) Indemnification by Issuer. Issuer shall, and it hereby
agrees to, (i) indemnify, defend and hold harmless Stockholder and each Seller,
and each Person who participates as a sales or placement agent or underwriter
in any offering or sale of the Registered Shares, against any losses, claims,
damages or liabilities to which Stockholder, any Seller or such agent or
underwriter may become subject, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (A) an untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement, or any preliminary or final
prospectus contained therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or arise out of or are based upon
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading or
(B) any violation by Issuer of any federal, state or other law applicable to
Issuer in connection with such registration, and (ii) reimburse Stockholder,
each Seller and any such agent or underwriter for any legal or other
out-of-pocket expenses reasonably


                                     -15-
<PAGE>   16

incurred by them in connection with investigating or defending any such action,
proceeding or claim; provided, however, that Issuer shall not be liable to any
such Person in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration
Statement, or preliminary or final prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to Issuer by any such Person expressly for use therein, or by such Person's
failure to furnish Issuer, upon written request, with the information with
respect to such Person, or Stockholder's intended method of distribution, that
is the subject of the untrue statement or omission.

                  (b) Indemnification by Stockholder. Stockholder agrees to (i)
indemnify, defend and hold harmless Issuer, and each Person who participates as
a sales or placement agent or underwriter in any offering or sale of the
Registered Shares, against any losses, claims, damages or liabilities to which
Issuer may become subject, insofar as such losses, claims, damages or
liabilities (including any amounts paid in settlement as provided herein), or
actions or proceedings in respect thereof, arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement, or any preliminary or final prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, in each case only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to Issuer by
Stockholder expressly for use therein, and (ii) reimburse Issuer and any such
agent or underwriter for any legal or other out-of-pocket expenses reasonably
incurred by them in connection with investigating or defending any such action,
proceeding or claim; provided, however, that the liability of Stockholder shall
be limited to the proceeds received by Stockholder and each Seller from the
sale of Registered Shares under such Registration Statement.


                                     -16-
<PAGE>   17

                  (c) Notice of Claims, Etc. Promptly after receipt by any
party which is entitled to assert a right to indemnification under Section
2.05(a) or (b) (each, an "Indemnified Party"), of written notice of the
commencement of any action or proceeding as to which such Indemnified Party is
entitled to indemnification under Section 2.05(a) or (b), such Indemnified
Party shall, without regard to whether a claim in respect thereof is to be made
against the party against whom such right to indemnification may be asserted
(an "Indemnifying Party"), notify such Indemnifying Party in writing of the
commencement of such action or proceeding; but the omission so to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability
which it may have to the Indemnified Party in respect of such action or
proceeding on account of the indemnification provisions of or contemplated by
Section 2.05(a) or (b) unless the Indemnifying Party was materially prejudiced
by such failure of the Indemnified Party to give such notice, and in no event
shall such omission relieve the Indemnifying Party from any other liability it
may have to such Indemnified Party. In case any such action or proceeding shall
be brought against any Indemnified Party and it shall notify an Indemnifying
Party of the commencement thereof, such Indemnifying Party shall be entitled to
participate therein and, to the extent that it shall determine, jointly with
any other Indemnifying Party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to the Indemnified Party, and, after
notice from the Indemnifying Party to the Indemnified Party of its election so
to assume the defense thereof, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or any other expenses subsequently incurred
by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation (unless the Indemnified Party reasonably
objects to such assumption on the grounds that there may be defenses available
to it which are in conflict with defenses available to the Indemnifying Party,
in which event the Indemnified Party shall have the right to control its
defense and shall be reimbursed by the Indemnifying Party for the expenses
incurred in connection with retaining separate counsel, which shall be limited
to a single law firm in each jurisdiction). If the Indemnifying Party is not
entitled to, or elects not to, assume the defense of a claim, it will not be
obligated to pay the fees and expenses of more than one counsel for all


                                     -17-
<PAGE>   18

Indemnified Parties with respect to such claim. The Indemnifying Party will not
be subject to any liability for any settlement made without its consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party
will consent to entry of any judgment or enter into any settlement agreement
which does not include, as an unconditional term thereof, the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such claim or litigation.

                  (d) Contribution. If, for any reason (other than a reason
specified herein), the indemnification provisions contemplated by Section
2.05(a) or (b) hereof are unavailable to hold harmless an Indemnified Party in
respect of any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to therein, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect
the relative fault of, and benefits derived by, the Indemnifying Party and the
Indemnified Party, as well as any other relevant equitable considerations. The
relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such Indemnifying Party or by
such Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 2.05(d) were determined (i) by pro rata
allocation (even if Stockholder, or any Sellers, or any agents for, or
underwriters of, the Registered Shares, or any or all of them, were treated as
one entity for such purpose); or (ii) by any other method of allocation which
does not take account of the equitable considerations referred to in this
Section 2.05(d). The amount paid or payable by an Indemnified Party as a result
of the losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to above shall be deemed to include (subject to the
limitations set forth in Section 2.05(c) hereof) any legal or other fees or
expenses


                                     -18-
<PAGE>   19

reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action, proceeding or claim. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

                  (e) Beneficiaries of Indemnification. The obligations of
Issuer and Stockholder under this Section 2.05 shall be in addition to any
liability that it may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director, employee, subsidiary, affiliate and
partner of any Indemnified Party and each agent and underwriter of Securities
and each Person, if any, who controls any Indemnified Party or any such agent
or underwriter within the meaning of the Securities Act; and the obligations of
Stockholder contemplated by this Section 2.05 shall be in addition to any
liability that Stockholder may otherwise have and shall extend, upon the same
terms and conditions, to each Person who, with his consent, is named in any
Registration Statement as about to become a director of Issuer.

                  2.06 Underwriters. If any of the Shares are to be sold
pursuant to an underwritten offering, the investment banker or bankers and the
managing underwriter or underwriters thereof shall be selected by Stockholder
and shall be reasonably acceptable to Issuer (provided, however, that Issuer
agrees that Morgan Stanley Dean Witter shall be reasonably acceptable to
Issuer).

                  2.07 Approval for Listing. Promptly after the date hereof and
after any subsequent increase in the number of Shares, Issuer shall take all
necessary action to cause all of the Shares to be approved for listing, subject
to official notice of issuance, on the primary national security exchange or
dealer quotation system on which the Common Stock may then be listed or
authorized for quotation.

                  2.08 Subsequent Registration Rights. Nothing in this
Agreement shall prevent the Issuer from granting any registration rights to any
other person with respect to any securities of Issuer.


                                     -19-
<PAGE>   20

                                  ARTICLE III

                                 MISCELLANEOUS

                  3.01 Term of Agreement; Termination; Survival. The term of
this Agreement shall commence on the date hereof and such term and this
Agreement shall, subject to Section 3.05, terminate upon the expiration of the
Effective Period.

                  3.02 Specific Performance and Other Equitable Rights. Each of
the parties hereto recognizes and acknowledges that a breach by a party or by
any assignee thereof of any covenants or other commitments contained in this
Agreement will cause the other party to sustain injury for which it would not
have an adequate remedy at law for money damages. Therefore, each of the
parties hereto agrees that in the event of any such breach, the aggrieved party
shall be entitled to the remedy of specific performance of such covenants or
commitments and preliminary and permanent injunctive and other equitable relief
in addition to any other remedy to which it may be entitled, at law or in
equity, and the parties hereto further agree to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief.

                  3.03 Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given and made if in
writing and if served by personal delivery upon the party for whom it is
intended or delivered by registered or certified mail, return receipt
requested, or if sent by telecopier, upon receipt of oral confirmation that
such transmission has been received, to the Person at the address set forth
below, or such other address as may be designated in writing hereafter, in the
same manner, by such Person or by Stockholder:

                  (a)  if to Issuer, addressed as follows:

                       Lanier Worldwide, Inc.
                       2300 Parklake Drive, N.E.
                       Atlanta, Georgia 30345
                       Attention:  General Counsel
                       Telecopier:  (770) 621-1073


                                     -20-
<PAGE>   21

                  (b)  if to Stockholder, addressed as follows:

                       Harris Corporation
                       1025 West NASA Boulevard
                       Melbourne, Florida 32919
                       Attention:  Richard L. Ballantyne
                                   Scott T. Mikuen
                       Telecopier: (407) 727-9234

or to such other address as the relevant party may from time to time advise by
notice in writing given pursuant to this Section 3.03. The date of receipt of
any such notice, request, consent, agreement or approval shall be deemed to be
the date of delivery thereof.

                  3.04 Parties in Interest. This Agreement shall inure to the
benefit of and be binding upon the parties named herein and their respective
successors and assigns. Each Seller shall be an intended third party
beneficiary of this Agreement.

                  3.05 Survival. The several indemnities, agreements, and each
other provision set forth in this Agreement or made pursuant hereto shall
remain in full force and effect regardless of any investigation (or statement
as to the results thereof) made by or on behalf of any party, any director or
officer of such party, or any controlling Person of any of the foregoing, and
shall survive the transfer of any Shares by Stockholder or any Seller. The
expense payment provisions of Section 2.04 and the indemnification and
contribution provisions set forth in Section 2.05 hereof shall survive any
termination of this Agreement.

                  3.06 Assignment. No party to this Agreement may assign any of
its rights or obligations under this Agreement without the prior written
consent of the other parties hereto, and any such purported assignment shall be
null and void, except that Stockholder may assign and delegate its rights and
obligations under this Agreement to any of its majority-owned subsidiaries,
without the consent of Issuer; provided that such majority-owned subsidiary
executes and delivers to Issuer an agreement to the effect that such
majority-owned subsidiary agrees to be bound by this Agreement.


                                     -21-
<PAGE>   22

                  3.07 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

                  3.08 Consent to Jurisdiction. Each of the parties irrevocably
submits to the exclusive jurisdiction of (a) the state courts of the State of
Florida, located in the City of Orlando, and (b) the United States District
Court for the Middle District of Florida, for the purposes of any suit, action
or other proceeding arising out of this Agreement or any transaction
contemplated hereby. Each of the parties agrees to commence any action, suit or
proceeding relating hereto either in the United States District Court for the
Middle District of Florida or if such suit, action or other proceeding may not
be brought in such court for jurisdictional reasons, in the state courts of the
State of Florida, located in the City of Orlando. Each of the parties further
agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in any such
court with respect to any matters to which it has submitted to jurisdiction in
this Section 3.08. Each of the parties irrevocably and unconditionally waives
any objection to the laying of venue of any action, suit or proceeding arising
out of this Agreement or the transactions contemplated hereby in (i) the state
courts of the State of Florida, located in the City of Orlando, or (ii) the
United States District Court for the Middle District of Florida, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any court
has been brought in an inconvenient forum.

                  3.09 Severability. It is the intention of the parties that
the provisions of this Agreement be deemed severable and the invalidity or
unenforceability of any provision not affect the validity or enforceability of
the other provisions hereof. It is the intention of the parties that if any
provision of this Agreement, or the application thereof to any Person or entity
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable,


                                     -22-
<PAGE>   23

the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other
Persons, entities or circumstances shall not be affected by such invalidity or
unenforceability.

                  3.10 Entire Agreement; Amendments. This Agreement contains
the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes all prior agreements and understandings among the
parties with respect to its subject matter. This Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) only by a
written instrument duly executed by Issuer and Stockholder, which shall be
binding on Stockholder and each Seller, on the one hand, and Issuer, on the
other.

                  3.11 Further Assurances. Each party shall provide such
further documents or instruments reasonably requested by any other party as may
be necessary or desirable to effect the purpose and intention of this Agreement
and carry out its provisions, whether before or after its termination.

                  3.12 Counterparts. This Agreement and any amendments hereto
may be executed in two or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same
instrument.


                                     -23-
<PAGE>   24

                  IN WITNESS WHEREOF, this Agreement has been signed on behalf
of each of the parties hereto as of the date first written above.

                                        LANIER WORLDWIDE, INC.

                                        By: /s/ James A. MacLennan
                                        Name: James A. MacLennan
                                        Title:Executive Vice President
                                        and Chief Financial Officer

                                        HARRIS CORPORATION

                                        By:/s/ David S. Wasserman
                                        Name:  David S. Wasserman
                                        Title: Vice President -
                                               Treasurer


                                     -24-

<PAGE>   1
                                                                    EXHIBIT 10.4




                    INTELLECTUAL PROPERTY LICENSE AGREEMENT

                                 BY AND BETWEEN

                               HARRIS CORPORATION

                                      AND

                             LANIER WORLDWIDE, INC.

                          DATED AS OF NOVEMBER 5, 1999

<PAGE>   2

                    INTELLECTUAL PROPERTY LICENSE AGREEMENT

         THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this "Agreement") is
entered into as of November 5, 1999 (the "Effective Date") by and between
Harris Corporation, a corporation organized under the laws of the State of
Delaware ("Harris"), and Lanier Worldwide, Inc., a corporation organized under
the laws of the State of Delaware ("Lanier").

WHEREAS, on November 5, 1999 (the "Distribution Date"), Harris intends to make
a pro rata distribution ("Distribution") to its stockholders of approximately
90% of the shares of common stock, par value $0.01 per share, of Lanier
outstanding as of the Distribution Date; and

WHEREAS, in connection with the Distribution, Harris and Lanier wish to provide
(a) for the license by Harris to Lanier of patents and related intellectual
property owned by Harris on the Distribution Date and (b) for the sublicense by
Harris to Lanier of patents and related intellectual property which has been
licensed to Harris on or prior to the Distribution Date, upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants
hereinafter, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS:

For the purpose of this Agreement:

         "Lanier Field of Use" means the scope of Lanier's business as
         described in the Registration Statement on Form 10 filed with the
         Securities and Exchange Commission in connection with the
         Distribution.

         "Lanier Products" means its products, systems, or services that are
         designed, made, used, sold, exchanged or otherwise disposed of by or
         on behalf of Lanier in the Lanier Field of Use.

         "Patents" means the patents and applications for patents owned and
         controlled by Harris anywhere as of the date of this Agreement, or
         under which Harris has the right to grant licenses or sublicenses of
         the scope herein granted. Notwithstanding the above, Patents do not
         include Patents owned or controlled by any third party under which
         Harris is obligated to pay royalties or other consideration to such
         third party, to the extent such payment would be caused or increased
         as a result of an extension of license protection to Lanier, or if
         such license or sublicense to Lanier is restricted, prohibited or
         would result in any other adverse impact upon Harris.

<PAGE>   3


ARTICLE 2 - LICENSES GRANTED AND COVENANT

2.1      Subject to the terms and conditions of this Agreement, Harris hereby
         grants to Lanier a NON-EXCLUSIVE, NON-TRANSFERABLE, WORLDWIDE LICENSE,
         WITHOUT THE RIGHT TO SUBLICENSE (except as specifically permitted
         hereunder), to the Patents and related technology which are owned and
         controlled by Harris to make and Have Made, offer to sell, sell,
         distribute and use Lanier Products, including, without limitation,
         practicing any method or process involved in the manufacture, testing,
         assembly, packaging, shipping, transportation of Lanier Products or
         use thereof, under the Patents and related technology for the life of
         those Patents, but only in the Lanier Field of Use. Subject to the
         terms and conditions of this Agreement, Lanier may sublicense any
         rights granted hereunder to any distributor, subcontractor or agent of
         Lanier as reasonably necessary for the use or resale by such parties
         of Lanier Products.

2.2      Subject to the terms and conditions of this Agreement, Harris hereby
         covenants not to sue Lanier, its customers, manufacturers,
         distributors, subcontractors, end users or agents for infringement of
         any of the Patents and related technology based upon the manufacture,
         use, sale, offer for sale or distribution of the Lanier Products.

2.3      Subject to the terms and conditions of this Agreement, Harris hereby
         grants to Lanier a NON-EXCLUSIVE, NON-TRANSFERABLE, WORLDWIDE LICENSE,
         WITHOUT THE RIGHT TO SUBLICENSE (except as specifically permitted
         hereunder), the Patents which have been licensed to Harris from
         third-parties prior to the date hereof to make and Have Made, offer to
         sell, sell, distribute and use Lanier Products including, without
         limitation, practicing any method or process involved in the
         manufacture, testing, assembly, packaging, shipping, transportation of
         Lanier Products or use thereof, under such Patents for the life of
         those Patents, but only in the Lanier Field of Use.

2.4      No rights or licenses are herein granted to Lanier, expressly or by
         implication, to use any Patents or practice under any Patents, other
         than in accordance with this Article 2.

2.5      Notwithstanding anything herein to the contrary, no license or
         sublicense is granted to Lanier hereunder if any such license or
         sublicense would require the consent of a third party or is not
         otherwise able to be licensed by Harris under the terms of any license
         agreement or other obligations or instruments binding upon Harris.
         Similarly, no license or sublicense is granted to Lanier hereunder if
         any such license or sublicense would require Harris to pay royalties
         or other consideration to a third party or would otherwise adversely
         impact Harris.

2.6      A license to "Have Made" shall mean a license granted to a party to
         subcontract only a portion of the manufacture or assembly of a Lanier
         Product to a manufacturer, for the sole account of and for use or
         resale by Lanier of Lanier


                                       3
<PAGE>   4

         Products. Notwithstanding the above, the immunity granted herein to
         the manufacturer under the "Have Made" license shall not extend to the
         sale by such a manufacturer of a product to a third party regardless
         of the origin of the product design or manufacture or assembly of a
         complete product or a portion thereof.

2.7      The parties acknowledge that Lanier is a beneficiary under that
         certain Photocopy License ("License") between Harris and the Copyright
         Clearance Center pursuant to which Lanier is permitted to reproduce
         and distribute certain copyrighted works. Harris agrees to use
         commercially reasonable efforts to amend the Photocopy License to
         permit Lanier to continue to exercise the rights granted to Lanier
         under the Photocopy License. If Lanier fails to obtain such amendment,
         Harris shall refund to Lanier the unamortized portion of any license
         fees prepaid by Lanier under the Photocopy License as of the
         Distribution Date.

ARTICLE 3 - PROPRIETARY INFORMATION

3.1      The Patents and related technology are owned by Harris. It is
         recognized by the parties that such technology is, and shall remain,
         the sole property of Harris, and that such represent property of
         Harris developed at considerable time, effort, and expense. The
         Patents and related technology owned or controlled by third-parties
         and sublicenses hereunder are owned by Harris and other parties.
         Lanier shall not have any ownership rights in any such patents or
         related technology.

ARTICLE 4 - DURATION AND TERMINATION

4.1      This Agreement shall come into effect upon the Effective Date and
         shall continue until the sooner to occur of (a) the breach by Lanier
         of the provisions of this Agreement and failure to cure such breach
         within 30 days following written notice of such breach by Harris, or
         (b) the expiration of the last of the Patents to expire.

4.2      Upon any termination or expiration of this Agreement, Lanier shall
         cease using the Patents and shall promptly return all such documents
         and all copies of the same to Harris.

ARTICLE 5 - PATENT AND INTELLECTUAL PROPERTY LIABILITY

The Patents and related technology are licensed or sublicensed to Lanier "AS
IS" without representation or warranty, express or implied, including without
limitation any representation or warranty that practicing the Patents does not
result in the infringement of intellectual property rights of any third party.
Lanier shall be solely responsible and liable for any claim, damage, cost,
expense or liability it incurs arising out of threatened or claimed
infringements of Patents or other rights resulting from its use of the Patents,
or its activity in the manufacture, assembly, use sale, testing, maintenance or
repair, or other disposition of products. LANIER ACKNOWLEDGES AND AGREES THAT
IT MAY


                                       4
<PAGE>   5

NOT BRING ANY CLAIMS OR OTHERWISE RECOVER ANY AMOUNT FROM HARRIS BY VIRTUE OF
EXERCISE OF THE RIGHTS GRANTED HEREUNDER.

Lanier agrees and acknowledges that Harris shall not be liable directly or
indirectly or as an indemnitor of Lanier (or Lanier's vendors) as a consequence
of any licenses or sublicenses granted hereunder.

ARTICLE 6 - GOVERNING LAW

This Agreement will be governed by and interpreted and construed in accordance
with the laws of New York.

ARTICLE 7 - ARBITRATION

Any dispute, disagreement, or question arising out of or relating to or
consequence of this Agreement, or to its construction or performance thereof,
shall be resolved in accordance with Article V of the Agreement and Plan of
Distribution, entered into by and between Harris and Lanier.

ARTICLE 8 - MISCELLANEOUS

8.1      Lanier shall not have the right to assign this Agreement to any third
         party, by agreement, operation of law, or otherwise, without the prior
         written consent of Harris, which may be unreasonably withheld by
         Harris in its sole discretion.

8.2      This Agreement may be assigned by a party to any company or concern
         acquiring substantially the entire business of such party relating to
         Patents licensed hereunder, provided such assignee first agrees in
         writing to be bound by all terms and conditions of this Agreement
         including the obligations of such party hereunder.

8.3      Lanier shall defend, indemnify and hold Harris and its customers
         harmless from and against all claims, causes of action, lawsuits,
         loss, expenses, obligations, damages, and liability, including costs
         of defense and reasonable attorneys fees, whether in contract or tort
         (including negligence and strict liability), as a result of property
         damage, personal injuries or death of any persons arising out of, or
         proximately caused by, in whole or in part, any action or inaction by
         Lanier or any defect (including any design defect) attributable to or
         involving the manufacture, use, lease or sale of the Lanier Products.

8.4      This Agreement does not constitute a party as an agent, legal
         representative, partner or affiliate of the other for any purpose
         whatsoever, and it is understood that neither party is in any way
         authorized to make any contract, agreement, warranty, or
         representation on behalf of the other, or create any obligation,
         express or implied, on behalf of the other.


                                       5
<PAGE>   6

8.5      This Agreement contains the entire agreement between the parties
         hereto respecting the subject matter hereof and there are no
         representations, understandings, or agreements, oral or written, which
         are not expressly included herein.

8.6      In the event that any one or more provisions of this Agreement shall
         be declared to be illegal or unenforceable under any law, rule, or
         regulations of any government having jurisdiction over the parties
         hereto, such illegibility or unenforceability shall not affect the
         validity and enforceability of the other provisions hereof, and the
         parties hereto shall agree upon a modification to this Agreement with
         respect to such illegal or unenforceable provisions to eliminate such
         invalidity or unenforceability.


                                       6
<PAGE>   7

         IN WITNESS WHEREOF, LANIER and HARRIS have caused this Agreement to be
executed, in duplicate, by their respective duly authorized officers on the
dates first above written.

LANIER WORLDWIDE, INC.

By: /s/ James A. MacLennan
Name:   James A. MacLennan
Title:  Executive Vice President and Chief Financial Officer
Date:   November 5, 1999

HARRIS CORPORATION

By: /s/ David S. Wasserman
Name:   David S. Wasserman
Title:  Vice President - Treasurer
Date:   November 5, 1999


                                       7

<PAGE>   1
                                                                    EXHIBIT 10.5


                          TRANSITION SERVICES AGREEMENT

                  TRANSITION SERVICES AGREEMENT, dated as of November 5, 1999
(this "Agreement"), between Harris Corporation, a Delaware corporation
("Harris"), and Lanier Worldwide, Inc., a Delaware corporation ("Lanier").

                              W I T N E S S E T H:

                  WHEREAS, Harris and Lanier have entered into an Agreement and
Plan of Distribution, dated as of October 22, 1999 (the "Distribution
Agreement"), pursuant to which Harris will transfer certain assets to Lanier and
have Lanier assume certain liabilities of Harris, and Lanier will transfer
certain assets to Harris and have Harris assume certain liabilities of Lanier;

                  WHEREAS, in connection with the transactions contemplated by
the Distribution Agreement, Harris and Lanier wish to enter into this Agreement,
Lanier desires to cause Harris to provide the Services set forth on Schedule A
to Harris, and Harris is willing to provide such Services; and

                  WHEREAS, Harris desires to cause Lanier to provide the
Services set forth on Schedule B to Lanier, and Lanier is willing to provide
such services;

                  NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual covenants contained herein, agree as follows:


                  SECTION 1.        SPECIFIC DEFINITIONS.

                  As used in this Agreement, the following terms have the
respective meanings set forth below:

                  "Applicable Rate" shall mean the rate of interest per annum
announced from time to time by Citibank, N.A. as its prime lending rate plus 4%
per annum.

                  "Bankruptcy Event" with respect to a party shall mean the
filing of an involuntary petition in bankruptcy or similar proceeding against
such party seeking its reorganization, liquidation or the appointment of a
receiver, trustee or liquidator for it or for all or substantially all of its
assets, whereupon such petition shall not be dismissed within sixty (60) days
after the filing thereof, or if such party shall (i) apply for or consent in
writing to the appointment of a receiver, trustee or liquidator of all or
substantially all of its assets, (ii) file a voluntary petition or admit in
writing its inability to pay its debts as they become due, (iii) make a general
assignment for the benefit of creditors, (iv) file a petition or an answer
seeking reorganization or an arrangement with its creditors or take advantage of
any insolvency law with respect to itself as

<PAGE>   2

debtor, or (v) file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization, insolvency proceedings or
any similar proceedings;

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banks in New York City, New York are authorized or
obligated by law or executive order to close.

                  "Change in Control" of a party shall mean (i) a change in the
composition of the board of directors of such party (other than a change due to
the death or disability of a member of the board of directors) such that at the
end of any period of twelve (12) consecutive months a majority of the persons
constituting such board of directors were not directors at the start of such
period and were not elected by vote of a majority of the directors who were
directors at the start of such period), (ii) the sale or other disposition by
such party of all or substantially all of the assets of such party (other than a
bona fide pledge in connection with a financing), or (iii) a merger,
consolidation or other business combination involving such party, which results
in the stockholders of such party immediately prior to such event owning less
than 50% of the capital stock of the surviving entity;

                  "Harris Services" shall mean those transitional services to be
provided by Harris to Lanier set forth on Schedule A hereto to assist Lanier in
operating Lanier's business.

                  "Lanier Services" shall mean those transitional services to be
provided by Lanier to Harris set forth on Schedule B hereto to assist Harris in
operating Harris' business.

                  "Loss" shall mean any damage, claim, loss, charge, action,
suit, proceeding, deficiency, tax, interest, penalty and reasonable costs and
expenses (including reasonable attorneys' fees).

                  "Person" shall mean any natural person, corporation, business
trust, limited liability company, joint venture, association, company,
partnership or government, or any agency or political subdivision thereof.

                  "Services" shall mean, collectively, the Harris Services and
the Lanier Services.


                  SECTION 2.        SERVICES.

                  2.1 Services. (a) Harris shall provide to Lanier each Harris
Service for the term set forth opposite the description of such Harris Service
in Schedule A. Additional services may be provided to Lanier by Harris if such
arrangement is agreed to in writing and executed by Harris and Lanier.



                                      -2-
<PAGE>   3


                      (b) Lanier shall provide to Harris each Lanier Service for
the term set forth opposite the description of such Lanier Service in Schedule
B. Additional services may be provided by Lanier to Harris if such arrangement
is agreed in writing and executed by Harris and Lanier.

                  2.2 Standard of Service. In performing the Services, Harris
and Lanier shall provide substantially the same level of service and use
substantially the same degree of care as their respective personnel provided and
used in providing such Services prior to the date hereof, subject in each case
to any provisions set forth on Schedule A or Schedule B with respect to each
such Service.


                  SECTION 3.        LICENSES AND PERMITS.

                  Each party warrants and covenants that all duties and
obligations (including with respect to Harris, all Harris Services and with
respect to Lanier, all Lanier Services) to be performed hereunder shall be
performed in compliance with all material applicable federal, state, provincial
and local laws, rules and regulations. Each party shall obtain and maintain all
material permits, approvals and licenses necessary or appropriate to perform its
duties and obligations (including with respect to Harris, the Harris Services
and with respect to Lanier, the Lanier Services) hereunder and shall at all
times comply with the terms and conditions of such permits, approvals and
licenses.


                  SECTION 4.        PAYMENT.

                  4.1 (a) In consideration for the provision of each of the
Harris Services, Lanier shall pay to Harris the fee set forth for such Harris
Service on Schedule A.

                      (b) In consideration for the provision of each of the
Lanier Services, Harris shall pay to Lanier the fee set forth for such Lanier
Service on Schedule B.

                  4.2 (a) In addition to the fees payable in accordance with
Section 4.1(a), Lanier shall reimburse Harris for all reasonable and necessary
out-of-pocket costs and expenses (including without limitation postage and other
delivery costs, telephone, telecopy and similar expenses) incurred by Harris
with respect to third parties in connection with the provision of Harris
Services to Lanier pursuant to the terms of this Agreement or paid by Harris on
behalf of Lanier.

                      (b) In addition to the fees payable in accordance with
Section 4.1(b), Harris shall reimburse Lanier for all reasonable and necessary
out-of-pocket costs and expenses (including without limitation postage and other
delivery costs, telephone, telecopy and similar expenses) incurred by Lanier
with respect to third parties in connection with the provision of


                                      -3-
<PAGE>   4

Lanier Services to Harris pursuant to the terms of this Agreement or paid by
Lanier on behalf of Harris.

                  4.3 (a) Harris will invoice Lanier in U.S. dollars: (i) as of
the last day of each calendar month for any fees payable by Lanier in accordance
with Section 4.1(a) for Harris Services listed on Schedule A provided pursuant
to the terms of this Agreement during such month; (ii) as of the last day of
each calendar month for any amounts payable by Lanier in accordance with Section
4.2(a) for any out-of-pocket costs and expenses incurred during the immediately
preceding month to the extent Harris has received an invoice from such Third
Party; and (iii) as of the last day of each calendar month for any taxes
(excluding income taxes) accrued with respect to the provision of Harris
Services to Lanier during such month. Harris shall deliver or cause to be
delivered to Lanier each such invoice within thirty (30) days following the last
day of the calendar month to which such invoice relates. Lanier shall pay each
such invoice received by electronic funds transfer as follows: in the case of
clauses (i) and (ii), within twenty (20) Business Days of the date on which such
invoice was received, and in the case of clause (iii), provided that Harris
delivers such invoice three (3) Business Days prior to the due date for such tax
payments, not later than one (1) Business Day prior to such due date.

                      (b) Lanier will invoice Harris in U.S. dollars: (i) as of
the last day of each calendar month for any fees payable by Harris in accordance
with Section 4.1(b) for Lanier Services listed on Schedule B provided pursuant
to the terms of this Agreement during such month; (ii) as of the last day of
each calendar month for any amounts payable by Harris in accordance with Section
4.2(b) for any out-of-pocket costs and expenses incurred during the immediately
preceding month to the extent Lanier has received an invoice from such Third
Party; and (iii) as of the last day of each calendar month for any taxes
(excluding income taxes) accrued with respect to the provision of Lanier
Services to Harris during such month. Lanier shall deliver or cause to be
delivered to Harris each such invoice within thirty (30) days following the last
day of the calendar month to which such invoice relates. Harris shall pay each
such invoice received by electronic funds transfer: in the case of clauses (i)
and (ii), within twenty (20) Business Days of the date on which such invoice was
received, and in the case of clause (iii), provided that Lanier delivers such
invoice three (3) Business Days prior to the due date for such tax payments, not
later than one (1) Business Day prior to such due date.

                  4.4 Any amount not paid when due shall be subject to a late
payment fee computed daily at a rate equal to the Applicable Rate. Each party
agrees to pay the other party's reasonable attorneys' fees and other costs
incurred in collection of any amounts owed to such other party hereunder and not
paid when due. Notwithstanding anything to the contrary contained herein, in the
event either party fails to make a payment when due hereunder, and such failure
continues for a period of thirty (30) days following delivery of notice to such
non-paying party of such failure, the other party shall have the right to cease
provision of Services to such non-paying party until such overdue payment (and
any applicable late payment fee accrued with respect thereto) is paid in full.
Such right of the party providing services shall not in any manner limit or
prejudice any of such party's other rights or remedies in the event of the
non-paying


                                      -4-
<PAGE>   5

party's failure to make payments when due hereunder, including without
limitation any rights or remedies pursuant to Section 7.

                  4.5 In the event of a termination of services pursuant to
Section 7.1, with respect to the calendar month in which such services cease to
be provided, the recipient of such services shall be obligated to pay a pro rata
share of the fee for such service set forth on Schedule A or B, as applicable,
equal to the product of (x) the fee set forth on Schedule A or B, as applicable,
multiplied by (y) a fraction, the numerator of which is the number of days in
the calendar month in which such services cease to be provided preceding and
including the last date on which such services are provided, and the denominator
of which is 30.


                  SECTION 5.        INDEMNIFICATION.

                  5.1 Indemnification by Principal. (a) Lanier agrees to
indemnify, defend and hold Harris harmless from and against any Loss to which
Harris may become subject arising out of, by reason of or otherwise in
connection with the provision hereunder by Harris of Harris Services, other than
Losses resulting from Harris' gross negligence, willful misconduct or material
breach of its obligations pursuant to this Agreement. Notwithstanding any
provision in this Agreement to the contrary, Lanier shall not be liable under
this Section 5.1 for any consequential, special or punitive damages (including
but not limited to lost profits), except to the extent that such consequential,
special or punitive damages relate to a Loss resulting from a Third Party Claim
(as defined below).

                      (b) Harris agrees to indemnify, defend and hold Lanier
harmless from and against any Loss to which Lanier may become subject arising
out of, by reason of or otherwise in connection with the provision hereunder by
Lanier of Lanier Services, other than Losses resulting from Lanier's gross
negligence, willful misconduct or material breach of its obligations pursuant to
this Agreement. Notwithstanding any provision in this Agreement to the contrary,
Harris shall not be liable under this Section 5.1 for any consequential, special
or punitive damages (including but not limited to lost profits), except to the
extent that such consequential, special or punitive damages relate to a Loss
resulting from a Third Party Claim (as defined below).

                  5.2 Indemnification by Provider. (a) Harris agrees to
indemnify, defend and hold Lanier harmless from and against any Loss to which
Lanier may become subject arising out of, reason of or otherwise in connection
with the provision hereunder by Harris of Harris Services to Lanier where such
Losses resulted from Harris' gross negligence, willful misconduct or material
breach of its obligations pursuant to this Agreement.

                      (b) Lanier agrees to indemnify, defend and hold Harris
harmless from and against any Loss to which Harris may become subject arising
out of, by reason of or otherwise in connection with the provision hereunder by
Lanier of Lanier Services to Harris where such


                                      -5-
<PAGE>   6

Losses resulted from Lanier's gross negligence, willful misconduct or material
breach of its obligations pursuant to this Agreement.

                  5.3 Third Party Claims. If a claim or demand is made against
Lanier or Harris (each, an "Indemnitee") by any Person who is not a party to
this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled
to indemnification pursuant to this Agreement, such Indemnitee shall notify the
party which is or may be required pursuant to Section 5.1 or Section 5.2 hereof
to make such indemnification (the "Indemnifying Party") in writing, and in
reasonable detail, of the Third Party Claim promptly (and in any event within 15
Business Days) after receipt by such Indemnitee of written notice of the Third
Party Claim; provided, however, that failure to give such notification shall not
affect the indemnification provided hereunder except to the extent the
Indemnifying Party shall have been actually prejudiced as a result of such
failure (except that the Indemnifying Party shall not be liable for any expenses
incurred during the period in which the Indemnitee failed to give such notice).
Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly
(and in any event within ten Business Days) after the Indemnitee's receipt
thereof, copies of all notices and documents (including court papers) received
by the Indemnitee relating to the Third Party Claim.

                  If a Third Party Claim is made against an Indemnitee, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
Indemnitee therefor, to assume the defense thereof with counsel selected by the
Indemnifying Party; provided that such counsel is not reasonably objected to by
the Indemnitee. Should the Indemnifying Party so elect to assume the defense of
a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if
the nature of the Third Party Claim so requires), notify the Indemnitee of its
intent to do so, and the Indemnifying Party shall thereafter not be liable to
the Indemnitee for legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof; provided, that such
Indemnitee shall have the right to employ counsel to represent such Indemnitee
if, in such Indemnitee's reasonable judgment, a conflict of interest between
such Indemnitee and such Indemnifying Party exists in respect of such claim
which would make representation of both such parties by one counsel
inappropriate, and in such event the fees and expenses of such separate counsel
shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such
defense, the Indemnitee shall have the right to participate in the defense
thereof and to employ counsel, subject to the proviso of the preceding sentence,
at its own expense, separate from the counsel employed by the Indemnifying
Party, it being understood that the Indemnifying Party shall control such
defense. The Indemnifying Party shall be liable for the fees and expenses of
counsel employed by the Indemnitee for any period during which the Indemnifying
Party has failed to assume the defense thereof (other than during the period
prior to the time the Indemnitee shall have given notice of the Third Party
Claim as provided above). If the Indemnifying Party so elects to assume the
defense of any Third Party Claim, all of the Indemnitees shall cooperate with
the Indemnifying Party in the defense or prosecution thereof, including by
providing or causing to be provided agreements, documents, books, records, files
and witnesses as soon as


                                      -6-
<PAGE>   7

reasonably practicable after receiving any request therefor from or on behalf of
the Indemnifying Party.

                  If the Indemnifying Party acknowledges in writing
responsibility under this Section 5 for a Third Party Claim, then in no event
will the Indemnitee admit any liability with respect to, or settle, compromise
or discharge, any Third Party Claim without the Indemnifying Party's prior
written consent; provided, however, that the Indemnitee shall have the right to
settle, compromise or discharge such Third Party Claim without the consent of
the Indemnifying Party if the Indemnitee releases the Indemnifying Party from
its indemnification obligation hereunder with respect to such Third Party Claim
and such settlement, compromise or discharge would not otherwise adversely
affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing
liability for a Third Party Claim, the Indemnitee will agree to any settlement,
compromise or discharge of a Third Party Claim that the Indemnifying Party may
recommend and that by its terms obligates the Indemnifying Party to pay the full
amount of the liability in connection with such Third Party Claim and releases
the Indemnitee completely in connection with such Third Party Claim and that
would not otherwise adversely affect the Indemnitee. If an Indemnifying Party
elects not to assume the defense of a Third Party Claim, or fails to notify an
Indemnitee of its election to do so as provided herein, such Indemnitee may
compromise, settle or defend such Third Party Claim.

                  Notwithstanding the foregoing, the Indemnifying Party shall
not be entitled to assume the defense of any Third Party Claim (and shall be
liable for the fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other equitable relief or relief for other than money damages
against the Indemnitee which the Indemnitee reasonably determines, after
conferring with its counsel, cannot be separated from any related claim for
money damages. If such equitable relief or other relief portion of the Third
Party Claim can be so separated from that for money damages, the Indemnifying
Party shall be entitled to assume the defense of the portion relating to money
damages.

                           (b) In the event of payment by an Indemnifying Party
to any Indemnitee in connection with any Third-Party Claim, such Indemnifying
Party shall be subrogated to and shall stand in the place of such Indemnitee as
to any events or circumstances in respect of which such Indemnitee may have any
right or claim relating to such Third-Party Claim against any claimant or
plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with
such Indemnifying Party in a reasonable manner, and at the cost and expense of
such Indemnifying Party, in prosecuting any subrogated right or claim.

                           (c) The remedies provided in this Section 5 shall be
cumulative and shall not preclude assertion by any Indemnitee of any other
rights or the seeking of any and all other remedies against any Indemnifying
Party.

                                      -7-
<PAGE>   8

                  5.4 Indemnification Payments. (a) Indemnification required by
this Section 5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
any Loss is incurred. If the Indemnifying Party fails to make an indemnification
payment required by this Section 5 within 30 days after receipt of a bill
therefore or notice that a loss, liability, claim, damage or expense has been
incurred, the Indemnifying Party shall also be required to pay interest on the
amount of such indemnification payment, from the date of receipt of the bill or
notice of the Loss to, but not including the date of payment, at the Applicable
Rate.

                      (b) The amount of any claim by an Indemnitee under this
Agreement shall be reduced to reflect any actual tax savings received by any
Indemnitee that result from the Indemnifiable Losses that gave rise to such
indemnity.

                  5.5 Survival. The parties' obligations under this Section 5
shall survive the termination of this Agreement.


                  SECTION 6.        CONFIDENTIALITY.

                  Each party shall keep confidential the Schedules to this
Agreement and all information received from the other party regarding the
Services, including, without limitation, any information received with respect
to products of Harris or Lanier, and to use such information only for the
purposes set forth in this Agreement unless otherwise agreed to in writing by
the party from which such information was received. The covenants in this
Section 6 shall survive any termination of this Agreement for a period of three
(3) years from the date such termination becomes effective.


                  SECTION 7.        TERM.

                  7.1 Duration. (a) Subject to Sections 5.5, 6, 7.2, 7.3 and
7.4, the term of this Agreement shall commence on the date hereof and shall
continue in full force and effect with respect to each Service until the earlier
of (i) the first anniversary of the Distribution Date or (ii) the termination of
such Service in accordance with Section 7.1(b).

                      (b) Each party acknowledges that the purpose of this
Agreement is for Harris to provide the Harris Services to Lanier on an interim
basis until Lanier can perform the Harris Services for itself, and for Lanier to
provide the Lanier Services to Harris on an interim basis until Harris can
perform the Lanier Services for itself. Accordingly, each of Harris and Lanier
shall use its commercially reasonable efforts to make or obtain such approvals,
permits and licenses and implement such systems, as shall be necessary for it to
provide the appropriate services for itself as promptly as practicable. As
Lanier becomes self-sufficient or engages other sources to provide any Harris
Service, Lanier shall be entitled to release Harris from providing


                                      -8-
<PAGE>   9

any or all of the Harris Services hereunder by delivering a written notice
thereof to Harris at least twenty (20) Business Days prior to the effective date
of release of such Harris Service(s). At the end of such twenty (20) Business
Day period (or such shorter period as may be agreed by the parties), Harris
shall discontinue the provision of the Harris Services specified in such notice
and any such Harris Services shall be excluded from this Agreement, and Schedule
A shall be deemed to be amended accordingly. As Harris becomes self-sufficient
or engages other sources to provide any Lanier Service, Harris shall be entitled
to release Lanier from providing any or all of the Lanier Services hereunder by
delivering a written notice thereof to Lanier at least twenty (20) Business
Days. At the end of such twenty (20) Business Day period (or such shorter period
as may be agreed by the parties), Lanier shall discontinue the provision of the
Lanier Services specified in such notice and any such Lanier Services shall be
excluded from this Agreement, and Schedule B shall be deemed to be amended
accordingly.

                  7.2 Early Termination by Harris. Harris may terminate this
Agreement by giving written notice to Lanier under the following circumstances:

                      (a) if Lanier shall default in the performance of any of
its material obligations under, or breach any of its warranties set forth in,
this Agreement, and such default or breach shall continue and not be remedied
for a period of five (5) Business Days with respect to any payment obligations
hereunder (including without limitation any payment obligations pursuant to
Section 4) or a period of thirty (30) days with respect to any other obligations
hereunder, after Harris has given written notice to Lanier specifying such
default or breach and requiring it to be remedied;

                       (b) if a Bankruptcy Event has occurred with respect to
Lanier;

                       (c) upon the occurrence of a Change in Control of Lanier;
or
                       (d) if Lanier should assign or subcontract, or
attempt to assign or subcontract, any interest in all or any part of this
Agreement without the prior written consent of Harris, except as set forth in
Section 11.2.

                  7.3 Early Termination by Lanier. Lanier may terminate this
Agreement by giving written notice to Harris under the following circumstances:

                      (a) if Harris shall default in the performance of any of
its material obligations under, or breach any of its warranties set forth in,
this Agreement and such default or breach shall continue and not be remedied for
a period of thirty (30) days after Lanier has given written notice to Harris
specifying such default or breach and requiring it to be remedied;

                      (b) if a Bankruptcy Event has occurred with respect to
Harris;

                      (c) upon the occurrence of a Change in Control of Harris;
or

                                      -9-
<PAGE>   10


                      (d) if Harris should assign or subcontract, or attempt to
assign or subcontract, any interest in all or any part of this Agreement without
prior written consent of Lanier, except as set forth in Section 11.2.

                  7.4 Suspension Due to Force Majeure. In the event the
performance by any Lanier or Harris of their respective duties or obligations
hereunder is interrupted or interfered with by reason of any cause beyond its
reasonable control including, but not limited to, fire, storm, flood,
earthquake, explosion, war, strike or labor disruption, rebellion, insurrection,
quarantine, act of God, boycott, embargo, shortage or unavailability of
supplies, riot, or governmental law, regulation or edict (collectively, the
"Force Majeure Events"), the party affected by such Force Majeure Event shall
not be deemed to be in default of this Agreement by reason of its nonperformance
due to such Force Majeure Event, but shall give notice to the other party of the
Force Majeure Event.

                  7.5 Consequences on Termination. In the event this Agreement
expires or is terminated in accordance with this Section 7, then (a) all
Services to be provided will promptly cease, (b) each of Harris and Lanier shall
promptly return all confidential information received from the other party in
connection with this Agreement (including the return of all information received
with respect to the Services or products of Harris or Lanier, as the case may
be), without retaining a copy thereof, and (c) each of Harris and Lanier shall
honor all credits and make any accrued and unpaid payment to the other party as
required pursuant to the terms of this Agreement, and no rights already accrued
hereunder shall be affected.


                  SECTION 8. RECORDS. Each of the parties shall create and
maintain full and accurate books in connection with the provision of the
Services, and all other records relevant to this Agreement, and upon reasonable
notice from the other party shall make available for inspection and copy by such
other party's agents such records during reasonable business hours.

                  SECTION 9. DISPUTE RESOLUTION.

                  9.1 Negotiation. In the event of a controversy, dispute or
claim arising out of, in connection with, or in relation to the interpretation,
performance, nonperformance, validity or breach of this Agreement or otherwise
arising out of, or in any way related to this Agreement or the transactions
contemplated hereby, including, without limitation, any claim based on contract,
tort, statute or constitution (but excluding any controversy, dispute or claim
arising out of any agreement relating to the use or lease of real property if
any Third Party is a party to such controversy, dispute or claim) (collectively,
"Agreement Disputes"), the management of the parties shall negotiate in good
faith for a reasonable period of time to settle such Agreement Dispute, provided
such reasonable period shall not, unless otherwise agreed by the parties in
writing, exceed 30 days from the time the parties began such negotiations;
provided, further, that


                                      -10-
<PAGE>   11


in the event of any mediation or arbitration in accordance with Sections 9.2 and
9.3 hereof, the parties shall not assert the defenses of statute of limitations
and laches arising for the period beginning after the date the parties began
negotiations hereunder, and any contractual time period or deadline under this
Agreement or any Ancillary Agreement to which such Agreement Dispute relates
shall not be deemed to have passed until such Agreement Dispute has been
resolved.

                  9.2 Mediation. If after such reasonable period such management
are unable to settle such Agreement Dispute (and in any event, unless otherwise
agreed in writing by the parties, after 60 days have elapsed from the time the
parties began such negotiations) and the Agreement Dispute involves a
controversy, dispute or claim of less than $500,000, such Agreement Dispute
shall be determined, at the request of any party, by binding mediation conducted
in the City of Orlando, Florida or at another location which the parties
mutually select, before a retired judge sitting on the panel of Judicial
Arbitration & Mediation Services, Inc. The mediation process shall continue as
the exclusive method of resolving the Agreement Dispute (other than negotiation
between the parties) until the earlier of the Agreement Dispute being resolved
and the mediator finding in good faith that all settlement possibilities have
been exhausted and that the matter is not resolvable through mediation. If the
mediator makes such a finding, at the request of any party, the Agreement
Dispute shall then be determined by binding arbitration in accordance with
Section 9.3 hereof.

                  9.3 Arbitration. If after such reasonable period such
management are unable to settle such Agreement Dispute (and in any event, unless
otherwise agreed in writing by the parties, after 60 days have elapsed from the
time the parties began such negotiations) and the Agreement Dispute involves a
controversy, dispute or claim of $500,000 or more, such Agreement Dispute shall
be determined, at the request of any party, by binding arbitration conducted in
the City of Orlando, Florida or at another location which the parties mutually
select, before and in accordance with the then-existing International
Arbitration Rules of the American Arbitration Association (the "Rules"). In any
dispute between the parties hereto, the numbers of arbitrators shall be three.
Any judgment or award rendered by the arbitrator shall be final, binding and
nonappealable (except upon grounds specified in 9 U.S.C. Section 10(a) as in
effect on the date hereof). If the parties are unable to agree on an arbitrator
or arbitrators, the arbitrator or arbitrators shall be selected in accordance
with the Rules. Any controversy concerning whether an Agreement Dispute is an
arbitrable Agreement Dispute, whether arbitration has been waived, whether an
assignee of this Agreement is bound to arbitrate, or as to the interpretation of
enforceability of this Section 9 shall be determined by the arbitrator or
arbitrators. In resolving any dispute, the parties intend that the arbitrator or
arbitrators apply the substantive laws of the State of New York, without regard
to the choice of law principles thereof. The parties intend that the provisions
to arbitrate set forth herein be valid, enforceable and irrevocable. The parties
agree to comply with any award made in any such arbitration proceedings that has
become final in accordance with the Rules and agree to enforcement of or entry
of judgment upon such award, by any court of competent jurisdiction, including
(a) the state courts of the State of Florida, located in the City of Orlando, or
(b) the United States District Court for the Middle District of Florida, in
accordance with Section 11.4 hereof. The arbitrator or arbitrators shall be
entitled, if


                                      -11-
<PAGE>   12
appropriate, to award any remedy in such proceedings, including, without
limitation, monetary damages, specific performance and all other forms of legal
and equitable relief; provided, however, the arbitrator or arbitrators shall not
be entitled to award punitive damages. Without limiting the provisions of the
Rules, unless otherwise agreed in writing by or among the parties or permitted
by this Agreement, the undersigned shall keep confidential all matters relating
to the arbitration or the award, provided such matters may be disclosed (i) to
the extent reasonably necessary in any proceeding brought to enforce the award
or for entry of a judgment upon the award and (ii) to the extent otherwise
required by Law. Nothing contained herein is intended to or shall be construed
to prevent any party, in accordance with Article 22(3) of the Rules or
otherwise, from applying to any court of competent jurisdiction for interim
measures or other provisional relief in connection with the subject matter of
any Agreement Disputes.

                  9.4 Continuity of Service and Performance. Unless otherwise
agreed in writing, the parties will continue to provide service and honor all
other commitments under this Agreement and each Ancillary Agreement during the
course of dispute resolution pursuant to the provisions of this Section 9 with
respect to all matters not subject to such dispute, controversy or claim.

                  9.5 Other Remedies. Nothing in this Section 9 shall limit the
right that any party may otherwise have to seek to obtain (a) preliminary
injunctive relief in order to preserve the status quo pending the resolution of
a dispute or (b) temporary or permanent injunctive relief from any breach of any
provisions of this Agreement.


                  SECTION 10.       NOTICES.

                      Notices. All notices and other communications hereunder
shall be in writing, shall reference this Agreement and shall be hand delivered
or mailed by registered or certified mail (return receipt requested) or sent by
any means of electronic message transmission with delivery confirmed (by voice
or otherwise) to the parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice) and will be deemed
given on the date on which such notice is received:

                  To Harris:

                                    Harris Corporation
                                    1025 West NASA Blvd.
                                    Melbourne, Florida 32919
                                    Attention:  Corporate Secretary
                                    Telephone:  (407) 727-9163
                                    Facsimile:  (407) 727-9222

                                      -12-
<PAGE>   13

                  With a copy to:

                                    Harris Corporation
                                    1025 West NASA Blvd.
                                    Melbourne, Florida  32919
                                    Attention:  Scott T. Mikuen
                                    Telephone:  (407) 727-9125
                                    Facsimile:  (407) 727-9234

                  To Lanier:

                                    Lanier Worldwide, Inc.
                                    2300 Parklake Drive, N.E.
                                    Atlanta, Georgia 30345
                                    Attention:  General Counsel
                                    Telephone:  (770) 621-1063
                                    Facsimile:  (770) 621-1073


                  SECTION 11.       MISCELLANEOUS.

                  11.1 Waivers, Modifications, Amendments. Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by Lanier, on the one hand,
and Harris, on the other hand, or in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and in addition to
other or further remedies provided by law or equity.

                  11.2 Assignments. Neither Harris nor Lanier may, directly or
indirectly, assign or subcontract, or attempt to assign or subcontract, any of
its rights or obligations hereunder, in whole or in part, by operation of law or
otherwise, except with the prior written consent of the other party; it being
understood that such consent shall not be unreasonably withheld if Lanier or
Harris assigns the Agreement to one of its Affiliates with the financial and
other resources and expertise to perform all of the obligations of such party
hereunder. Any attempted assignment or delegation not in compliance with the
forgoing shall be null and void and of no effect.

                  11.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.


                                      -13-
<PAGE>   14


                  11.4 Consent to Jurisdiction. Without limiting the provisions
of Section 9 hereof, each of the parties irrevocably submits to the exclusive
jurisdiction of (a) the state courts of the State of Florida, located in the
City of Orlando, and (b) the United States District Court for the Middle
District of Florida, for the purposes of any suit, action or other proceeding
arising out of this Agreement or any transaction contemplated hereby. Each of
the parties agrees to commence any action, suit or proceeding relating hereto
either in the United States District Court for the Middle District of Florida or
if such suit, action or other proceeding may not be brought in such court for
jurisdictional reasons, in the state courts of the State of Florida, located in
the City of Orlando. Each of the parties further agrees that service of any
process, summons, notice or document by U.S. registered mail to such party's
respective address set forth above shall be effective service of process for any
action, suit or proceeding in Florida with respect to any matters to which it
has submitted to jurisdiction in this Section 11.4. Each of the parties
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in (i) the state courts of the State of Florida, located in
the City of Orlando, or (ii) the United States District Court for the Middle
District of Florida, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

                  11.5 Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person,
corporation, partnership or other entity or any circumstance, is invalid and
unenforceable, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other
persons, corporations, partnerships or other entities or circumstances shall not
be affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any jurisdiction.

                  11.6 Headings. The heading references herein are for
convenience purposes only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof.

                  11.7 Entire Agreement. This Agreement (including all Schedules
hereto) contains the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.

                  11.8 Binding Effect. This Agreement shall be binding upon the
parties hereto and their respective successors and permitted assigns, if any,
and except as provided herein, shall

                                      -14-
<PAGE>   15
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, if any.

                  11.9 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same Agreement.

                  11.10 No Agency or Partnership. Nothing in this Agreement will
create, or will be deemed to create, a partnership or the relationship of
principal and agent or of employer and employee between the parties.

                  11.11 Provisions Unaffected. Nothing contained in this
Agreement shall affect the rights and obligations of Harris and Lanier pursuant
to the Distribution Agreement.


                                      -15-
<PAGE>   16


                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered on behalf of the parties as of the date first herein above written.

                                       HARRIS CORPORATION



                                       By:  /s/ David S. Wasserman
                                       Name:    David S. Wasserman
                                       Title:   Vice President - Treasurer


                                       LANIER WORLDWIDE, INC.



                                       By:  /s/ James A. MacLennan
                                       Name:    James A. MacLennan
                                       Title:   Executive Vice President and
                                                Chief Financial Officer



                                      -16-

<PAGE>   1


                                                                    EXHIBIT 99.1


MONDAY NOVEMBER 8, 2:39 PM EASTERN TIME

COMPANY PRESS RELEASE

SOURCE: Lanier Worldwide, Inc.


LANIER ANNOUNCES PUBLIC STOCK OFFERING


DOCUMENT MANAGEMENT SOLUTIONS LEADER WILL BE TRADED ON THE NYSE UNDER SYMBOL
'LR'

ATLANTA, Nov. 8/PRNewswire/--Lanier Worldwide (NYSE: LR) today announced a
public stock offering. Lanier stock will be traded on the NYSE under the symbol
"LR." Lanier Worldwide was formerly the document systems subsidiary of Harris
Corporation.

"Today, the document industry is undergoing unprecedented convergence," said
Wesley Cantrell, Chairman and CEO of Lanier Worldwide. "Customers are moving
from analog to digital technology. They are working in integrated, networked
environments. They have more options than ever for creating and distributing
high-quality documents.

"Yet document-related expenses account for 15% of a typical business' operating
costs. In short, companies around the world are looking for ways to streamline
workflow and lower costs--without sacrificing quality or convenience. That's why
Lanier Worldwide delivers an unprecedented combination of best-of-breed
solutions and responsive, global service. We look forward to becoming the
document management partner of choice."

Lanier employs approximately 10,000 people and posted sales of $1.5 billion in
fiscal year 1999. The company's four senior officers collectively embody more
than 115 years of stable management at Lanier. In addition to Cantrell, these
include C. Lance Herrin, President and COO; James A. MacLennan, Exec. V.P. and
CFO; and David J. Marini, Exec. V.P. and General Manager, Worldwide Field
Operations.

About Lanier Worldwide

With 1,600 sales and service locations, Lanier Worldwide, Inc. is one of the
largest global providers of document management solutions. Every day, Lanier
helps customers in more than 100 countries create, enhance and distribute
high-quality documents with greater speed, efficiency and economy. To achieve
this goal, Lanier maintains an intense customer focus called Customer
Vision and employ DOCutivity(R), a rigorous workflow methodology. Lanier's
comprehensive solution portfolio includes digital color copier/printers,
black-and-white digital copier/printers, multifunction devices, digital
dictation systems, print-on-demand solutions, document management solutions and
a variety of outsourcing services. Lanier also develops specialized solutions
for the healthcare, real estate, legal and manufacturing industries. Lanier was
founded in 1934, and is headquartered in Atlanta, Georgia, U.S.A. For more
information, please visit Lanier's web site at www.lanier.com.

DOCutivity(R) is a registered trademark of Lanier Worldwide, Inc.

NOTE: Further information about Lanier and the complete range of Lanier
solutions is available from Tamme Quinn, Global Public Relations Manager,
Lanier Worldwide, 2300 Parklake Dr. NE, Atlanta, GA 30345. Readers may also
visit Lanier's website at http://www.lanier.com.

SOURCE: Lanier Worldwide, Inc.


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