HARRIS CORP /DE/, S-8, 1996-03-15

HARRIS CORP /DE/
S-8, 1996-03-15
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1

As filed with the Securities and Exchange Commission on March 15, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________

HARRIS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 34-0276860
(State of Incorporation) (IRS Employer Identification No.)

1025 W. NASA Boulevard
Melbourne, Florida 32919
(Address of Principal Executive Offices)
_________________________

LANIER WORLDWIDE, INC. SAVINGS INCENTIVE PLAN
(Full Title of the Plan)

R. L. Ballantyne, Secretary
HARRIS CORPORATION
1025 W. NASA Boulevard
Melbourne, Florida 32919
(Name and address of agent for service)

(407) 727-9100
(Telephone number, including area code, of agent for service)

<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered (1) registered share (2) price (2) fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1 per share 750,000 $64.00 $48,000,000.00 $16,551.72
Preferred Stock
Purchase Rights 750,000
==================================================================================
</TABLE>

(1) IN ADDITION, PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933
THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLAN
DESCRIBED HEREIN.
(2) BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED IN THE
CONSOLIDATED TRANSACTION REPORTING SYSTEM FOR MARCH 11, 1996, PURSUANT
TO RULE 457(H) UNDER THE SECURITIES ACT OF 1933.
<PAGE> 2
PART II

Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------

The following documents of the Registrant, previously filed
with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof from the date of the
filing of the documents:

1. The Registrant's Annual Report on Form 10-K for the year ended
June 30, 1995.

2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, and December 31, 1995.

3. Description of Registrant's Common Stock set forth under the
caption "Description of Stock" in the Registrant's
Registration Statement on Form S-8 (File No. 33-31370).

4. Description of Registrant's Preferred Stock Rights set forth
in Item 1 of Registrant's Form 8-A filed with the Commission
on November 25, 1986.

All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents.

Item 4. Description of Securities
-------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel
--------------------------------------

Richard L. Ballantyne is Vice President-General Counsel and
Secretary of the Registrant. As of March 11, 1996, Mr.
Ballantyne was the beneficial owner of 3,810 shares of Common
Stock, 6,250 performance shares granted under the Registrant's
Stock Incentive Plan and 2,500 options to acquire shares of
Common Stock, none of which are exercisable within 60 days of
that date.

Item 6. Indemnification of Directors and Officers
-----------------------------------------

Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was

2
<PAGE> 3
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the paragraph above, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the Court of Chancery or
such other court shall deem proper.

Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director or officer, employee or agent of
the corporation against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.

Article VI of the By-laws of the Registrant provides that the
Registrant shall indemnify any person who is or was a director or officer of
the Registrant or is or was serving at the request of the Registrant as a
director or officer of another enterprise (and his heirs, executors and
administrators) against reasonable expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) incurred by him in such
capacity or arising out of his status as such, in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a) to the extent, and according to
the procedures and requirements, set forth in the General Corporation Law of
Delaware and, in addition, (b) to the extent authorized upon a determination
made in accordance with the By-laws that such person acted in good faith and is
fairly and reasonably entitled to be indemnified in view of all the
circumstances.

3
<PAGE> 4
The Registrant has purchased an insurance policy indemnifying its
officers and directors and the officers and directors of its subsidiaries
against claims and liabilities (with stated exceptions) to which they may
become subject by reason of their positions with the Registrant as directors
and officers. A separate policy insures fiduciaries, as defined by the
Employee Retirement Income Security Act of 1974, of various employee benefit
plans of the Registrant.

The Registrant has also entered into agreements with its directors and
officers which indemnify them against claims and liabilities to which they may
become subject by reason of their position with the Registrant.

Item 7. Exemption from Registration Claimed
-----------------------------------

Not applicable.

Item 8. Exhibits
--------

(4)(a) Rights Agreement dated as of November 24, 1986, between Harris
Corporation and Ameritrust Company National Association, as
Rights Agent, is incorporated by reference to the Form 8-A
filed with the Commission on November 25, 1986.

(5) Opinion of Richard L. Ballantyne, Vice President-General
Counsel and Secretary of the Corporation, as to the validity
of the shares of Common Stock registered hereby.

(23)(a) Consent of Richard L. Ballantyne (Included in Opinion at
Exhibit 5).

(23)(b) Consent of Ernst & Young LLP.

(24) Powers of Attorney.

(99) Lanier Worldwide, Inc. Savings Incentive Plan and amendments
thereto.

Item 9. Undertakings
------------

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment

4
<PAGE> 5
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

5
<PAGE> 6
(6) The undersigned registrant hereby undertakes that it will
submit or has submitted the Plan and any amendments thereto to the Internal
Revenue Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Harris
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melbourne, State of Florida, on this 15th day
of March, 1996.

HARRIS CORPORATION

By: /s/ B.R. Roub
----------------------------
B. R. Roub
Sr. Vice President/
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Phillip W. Farmer* Chairman of the Board of
- ------------------------------ Directors. Chief Executive
Phillip W. Farmer Officer and Director (Principal
Executive Officer)

/s/ Bryan R. Roub Sr. Vice President/Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Bryan R. Roub

/s/ Robert W. Fay Vice President-Controller March 15, 1996
- ------------------------------ (Principal Accounting Officer)
Robert W. Fay

/s/ Robert Cizik* Director
- ------------------------------
Robert Cizik

/s/ Lester E. Coleman* Director
- ------------------------------
Lester E. Coleman

/s/ Ralph D. DeNunzio* Director
- ------------------------------
Ralph D. DeNunzio

</TABLE>

6
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph L. Dionne* Director
- ----------------------------------
Joseph L. Dionne

/s/ John T. Hartley* Director
- ----------------------------------
John T. Hartley

/s/ Karen Katen* Director
- ----------------------------------
Karen Katen

/s/ Walter F. Raab* Director March 15, 1996
- ----------------------------------
Walter F. Raab

/s/ Alexander B. Trowbridge* Director
- ----------------------------------
Alexander B. Trowbridge

*By /s/ Bryan R. Roub
--------------------------------------
Bryan R. Roub, Attorney-in-Fact
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, the Plan
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on this 15th day of March, 1996.

LANIER WORLDWIDE, INC. SAVINGS INCENTIVE PLAN

By: Corporation Committee,
as Plan Administrator

By: /s/ Harley J. Ostis
-------------------------
Harley J. Ostis

<PAGE> 1
Exhibit 5

HARRIS CORPORATION
1025 W. NASA BOULEVARD
MELBOURNE, FLORIDA 32919

March 15, 1996

Harris Corporation
1025 W. NASA Boulevard
Melbourne, Florida 32919

Gentlemen:

Reference is made to Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
with respect to 750,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock") and 750,000 Preferred Stock Purchase Rights of Harris
Corporation (the "Corporation") which may be offered pursuant to the Lanier
Worldwide, Inc. Savings Incentive Plan (the "Plan").

I am familiar with the Registration Statement and the offering
contemplated thereby and in that regard I have examined such documents,
instruments and certificates and questions of law as I deem necessary to this
opinion. Based upon the foregoing, I am of the opinion that (i) the 750,000
shares of Common Stock to be offered pursuant to the Plan after the
Registration Statement becomes effective will, upon sale thereof in accordance
with the Plan, be validly issued and outstanding, fully paid and non-assessable
and (ii) the 750,000 Preferred Stock Purchase Rights to be offered pursuant to
the Plan after the Registration Statement becomes effective will be validly
issued and outstanding and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

Respectfully submitted,

/s/ Richard L. Ballantyne

Richard L. Ballantyne

<PAGE> 1

Exhibit (23)(b)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333- ) pertaining to the Lanier Worldwide, Inc.
Savings Incentive Plan of our report dated July 27,1995, with respect to the
consolidated financial statements and schedule of Harris Corporation and
subsidiaries included in its Annual Report (Form 10-K) for the year ended June
30, 1995, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Jacksonville, Florida
March 14, 1996

<PAGE> 1
Exhibit 24

HARRIS CORPORATION

THE UNDERSIGNED, an officer or director of Harris Corporation
("Corporation"), a Delaware corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, Registration Statement or
post-effective amendment to Registration Statement on Form S-8 or other
appropriate form for the purpose of registering Common Stock of the
Corporation, par value $1 per share, to be offered pursuant to the Lanier
Worldwide, Inc. Savings Incentive Plan, does hereby constitute and appoint B.
R. Roub, R. W. Fay, D. S. Wasserman, R. L. Ballantyne, and K. G. Fink, and any
one of them, with full power of substitution and resubstitution, as attorneys
or attorney to sign for him and in his name the Registration Statement and any
and all amendments and exhibits thereto, and any and all applications or other
documents to be filed with the Securities and Exchange Commission pertaining to
the Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things whatsoever
required or necessary to be done to effect such registrations as fully to all
intents and purposes as he could do if personally present, hereby ratifying and
approving the acts of said attorneys, and any of them and any such substitute.

EXECUTED AT Melbourne, Florida, this 28th day of April, 1995.

/s/ John T. Hartley
-----------------------
John T. Hartley

/s/ Robert Cizik
-----------------------
Robert Cizik

/s/ Lester E. Coleman
-----------------------
Lester E. Coleman

/s/ Ralph D. DeNunzio
-----------------------
Ralph D. DeNunzio

/s/ Joseph L. Dionne
-----------------------
Joseph L. Dionne

/s/ Phillip W. Farmer
-----------------------
Phillip W. Farmer

/s/ C. Jackson Grayson, Jr.
-----------------------
C. Jackson Grayson, Jr.

/s/ Karen Katen
-----------------------
Karen Katen

/s/ Walter F. Raab
-----------------------
Walter F. Raab

/s/ Alexander B. Trowbridge
-----------------------
Alexander B. Trowbridge

<PAGE> 1
Exhibit 99

LANIER WORLDWIDE, INC.
SAVINGS INCENTIVE PLAN
(Amended and Restated June /s/ 28, 1994)

1034206
<PAGE> 2
TABLE OF CONTENTS

ARTICLE I

HISTORY AND EFFECTIVE DATE

ARTICLE II

CONSTRUCTION

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
2.1 Controlling Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.2 Type of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.3 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III

DEFINITIONS

3.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.2 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.3 Average Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.4 Average Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.5 Before-Tax Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.6 Before-Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.7 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3.8 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3.9 Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.10 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

- i -
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
3.11 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3.12 Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.13 Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.14 Earnings and Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.15 Election Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.16 Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.17 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.18 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.19 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.20 Employment Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.21 Employment Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.22 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.23 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.24 Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.25 Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3.26 Excess Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.27 Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.28 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.29 Harris/LBP Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.30 Highly Compensated Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.31 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

- ii -
<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
3.32 Matching Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.33 Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.34 Matched Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.35 Maximum Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.36 Nonhighly Compensated Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.37 Normal Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.38 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.39 Participation Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.40 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.41 Plan Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.42 Plan Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.43 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.44 Rollover Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.45 TRA 86 Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

3.46 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.47 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.48 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.49 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.50 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

- iii -
<PAGE> 5
<TABLE>
<CAPTION>

ARTICLE IV

PARTICIPATION
Page
----
<S> <C> <C>
4.1 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.2 Pre-Merger Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.3 Reemployment Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.4 Absence from Service, Change in Status . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.5 Plan Not An Employment Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.6 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V

CONTRIBUTIONS AND ACCOUNTS

5.1 Before-Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(a) Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(b) Payroll Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(d) Investment Gains and Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

5.2 Election Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(a) Initial Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(b) Revised Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(d) Resumption After Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(e) Timeliness and Election Procedures . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

- iv -
<PAGE> 6
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
(f) Plan Sponsor Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5.3 Matching Contributions and Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(a) Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(b) Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(d) Insufficient Earnings and Profits . . . . . . . . . . . . . . . . . . . . . . . . 17

(e) Account Credits and Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(f) Investment Gains and Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

5.4 Limitations on Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(a) General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(b) Section 415 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(1) General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

(2) Coordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

(3) Corrections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

(1) This Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

(2) Other Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

(3) Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

(4) Determination of Investment Gain
or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

(5) Distribution of Excess Deferrals . . . . . . . . . . . . . . . . . . . . 20

(6) Forfeiture of Related Match . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>

- v -
<PAGE> 7
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
(d) Limitations on Before-Tax Contributions
for Highly Compensated Participants . . . . . . . . . . . . . . . . . . . . . . . 20

(1) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

(2) Special Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

(A) Other Plan or Arrangements . . . . . . . . . . . . . . . . . . . 20

(B) Other Requirements . . . . . . . . . . . . . . . . . . . . . . . 21

(3) Distribution of Excess
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

(4) Determination of Investment Gains
or Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

(5) Forfeiture of Related Match . . . . . . . . . . . . . . . . . . . . . . . 21

(6) Qualified Matching Contribution . . . . . . . . . . . . . . . . . . . . 21

(e) Limitations on Matching Contributions
for Highly Compensated Participants . . . . . . . . . . . . . . . . . . . . . . . 22

(1) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

(2) Special Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

(A) Other Plan or Arrangements . . . . . . . . . . . . . . . . . . . 22

(B) Other Requirements . . . . . . . . . . . . . . . . . . . . . . . 23

(3) Distribution of Excess
Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . 23

(f) Multiple Use Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

(g) Limitations on Deductibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

(h) Withholding Obligations and Account Balance . . . . . . . . . . . . . . . . . . . 23

(i) Allocation Corrections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

- vi -
<PAGE> 8
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
5.5 Rollover Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

5.6 Account Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

5.7 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VI

PLAN BENEFITS

6.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

6.2 Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

(a) Full Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

(b) Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

6.3 Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

6.4 Vested Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

(a) General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

(b) Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

6.5 Forfeiture of Benefit of Missing Claimant . . . . . . . . . . . . . . . . . . . . . . . . 28

6.6 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

(a) Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

(b) Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

(d) Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

- vii -
<PAGE> 9
<TABLE>
<CAPTION>
Page
----
<S> <C>
(e) Repayment and Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

(f) Mechanics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

(g) Special Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

6.7 No In-Service Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE VII

BENEFIT DISTRIBUTION

7.1 Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

7.2 Distribution Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(a) General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(b) $3500 or Less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(d) Statutory Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(1) Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(i) Initial Distribution . . . . . . . . . . . . . . . . . . . . . . 33

(ii) Required Beginning Date . . . . . . . . . . . . . . . . . . . . . 34

(2) Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.3 Direct Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.4 Claim for Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

7.5 Mistakes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

- viii -
<PAGE> 10
<TABLE>
<CAPTION>

ARTICLE VIII

NAMED FIDUCIARIES AND PLAN SPONSOR

Page
----
<S> <C> <C>
8.1 Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8.2 Allocation and Delegation by Named
Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8.3 Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8.4 Dual Fiduciary Capacities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8.5 Plan Sponsor Power and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

(a) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

(b) Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

(d) Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

(e) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE IX

TRUST FUND AND TRUSTEE

ARTICLE X

AMENDMENT AND TERMINATION

10.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

10.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

- ix -
<PAGE> 11
<TABLE>
<CAPTION>

ARTICLE XI

MISCELLANEOUS
Page
----

<S> <C>
11.1 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

11.2 Legally Incompetent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

11.3 Benefits Supported Only by Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 40

11.4 Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

11.5 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

11.6 Nonreversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

11.7 Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

11.8 Reporting and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

11.9 Top Heavy Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

(a) Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

(b) Special Top Heavy Plan Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

11.10 Qualified Domestic Relations Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Exhibit A
</TABLE>

- x -
<PAGE> 12
LANIER WORLDWIDE, INC.
SAVINGS INCENTIVE PLAN

ARTICLE I

HISTORY AND EFFECTIVE DATE

This Lanier Worldwide, Inc. Savings Incentive Plan amends, restates
and renames the Harris/3M Document Products, Inc. Savings Incentive Plan as
originally effective as of April 1, 1986. That Plan was last amended and
restated effective as of July 1, 1987.

This amendment and restatement is intended to satisfy all applicable
TRA 86 Requirements effective as of July 1, 1989 and any earlier dates required
by applicable TRA 86 Requirements.

The name of this Plan was changed, effective as of October 1, 1989, as
a result of the merger of the Harris/Lanier Advantage Plan ("Harris/LBP Plan")
into this Plan, effective as of October 1, 1989. The Harris/LBP Plan was
originally effective as of October 1, 1986. This Plan also is intended to
amend the Harris/LBP Plan to the extent necessary to satisfy applicable TRA 86
Requirements.

This Plan was amended and restated on April 30, 1990. This amendment
and restatement is effective June 30, 1992.

This Plan was further amended on June /s/ 28, 1994, to satisfy all
applicable TRA 86 Requirements and the requirements of subsequent legislation
that are effective after July 1, 1989.
<PAGE> 13
ARTICLE II

CONSTRUCTION

2.1 CONTROLLING LAWS. To the extent state laws are not preempted
by federal law, this Plan and the related Trust Agreement shall be construed
and interpreted under the laws of the State of Maryland.

2.2 TYPE OF PLAN. The Plan Sponsor intends that this Plan and the
related Trust Agreement satisfy the requirements for tax exempt status under
Code Section 401 (including Code Section 401(k) and Section 401(m)), Code
Section 501(a) and related Code sections as a "profit sharing plan" which
includes a cash or deferred arrangement. The provisions of this Plan and the
Trust Agreement shall be construed and interpreted in accordance with the
requirements of the Code, ERISA, and the applicable regulations.

2.3 CONSTRUCTION. The headings and subheadings in this Plan have
been inserted for convenience of reference only and are to be ignored in the
construction of its provisions. Wherever appropriate, the masculine shall be
read as the feminine, the plural as the singular, and the singular as the
plural. References in this Plan to a section (Section) shall be to a section
in this Plan unless otherwise indicated. References in this Plan to a section
of the Code, ERISA or any other federal law shall also refer to the regulations
issued under such section.

Further, except as expressly stated otherwise, no provision of this
Plan or the related Trust Agreement is intended to nor shall grant any rights
to Participants or Beneficiaries or any interest in the Fund in addition to
those minimum rights or interests required to be provided under ERISA and the
Code.

- 2 - Savings Incentive Plan
<PAGE> 14
ARTICLE III

DEFINITIONS

The capitalized terms and phrases used in this Plan shall have the
meanings set forth in this Article 3:

3.1 ACCOUNT -- means the balance to the credit of a Participant
under this Plan. When amounts in a Participant's Account are described in
terms of their origin, the Account may be divided into the Before-Tax Account,
the Matching Account, and the Rollover Account, if any.

3.2 AFFILIATE -- means for any Plan Year the Plan Sponsor and any trade or
business, whether or not incorporated, which (during such year) is a single
employer with the Plan Sponsor under Code Section 414(b), (c), (m) or (o);
provided, solely for purposes of Section 5.4(b) (Section 415 Limitations), the
phrase "more than 50 percent" shall be substituted for "at least 80 percent"
each place that "at least 80 percent" appears in Code Section 1563(a)(1).

3.3 AVERAGE CONTRIBUTION PERCENTAGE -- means for each Plan Year
the average (expressed as a percentage) of the Contribution Percentages
computed separately (a) for the group of Highly Compensated Participants during
such Plan Year and (b) for the group of Nonhighly Compensated Participants
during such Plan Year.

3.4 AVERAGE DEFERRAL PERCENTAGE -- means for each Plan Year the
average (expressed as a percentage) of the Deferral Percentages computed
separately (a) for the group of Highly Compensated Participants during such
Plan Year and (b) for the group of Nonhighly Compensated Participants during
such Plan Year.

3.5 BEFORE-TAX ACCOUNT -- means the portion of a Participant's
Account attributable to the Before-Tax Contributions made on his behalf under
this Plan.

3.6 BEFORE-TAX CONTRIBUTIONS -- means (a) that part of a
Participant's Compensation (as described in Section 3.11(a)) which he elects
to defer into this Plan and which is intended to be excluded from his gross
income for federal income tax purposes solely by reason of the application of
Code Section 401(k) and Code Section 402(a)(8) and (b) any additional
contribution made by the Plan Sponsor under Section 5.4(d).

- 3 - Savings Incentive Plan
<PAGE> 15
Article III: Definitions

3.7 BENEFICIARY -- means either

(a) if a Participant is married, the person who is his
spouse on his date of death, unless such spouse consents (or consented) on an
Election Form signed before a notary public to the specific Beneficiary
designation made by the Participant, or such spouse's consent is not required
under federal law,

(b) the person or persons so designated in writing by a
Participant on a properly completed Election Form which he delivers to the Plan
Sponsor before his death or, if no such designation is made, or if no person so
designated survives the Participant or, if after checking his last known
mailing address, the whereabouts of the person so designated is unknown,

(c) the person or persons, if any, expressly so
designated by the Participant to receive the death benefit payable under the
group term life insurance program maintained by his Employer or, if no such
designation was made, or if no such person so designated survives the
Participant, or, if after checking his last known mailing address, the
whereabouts of the person so designated is unknown,

(d) the Participant's surviving children (natural and
adopted) in equal shares or, if there are no such surviving children,

(e) the estate of the last survivor as between the
Participant and his Beneficiary, if a personal representative of such person
has qualified within 12 months from the date of such person's death or, if no
personal representative has so qualified,

(f) any heirs-at-law of the Participant and his
Beneficiary, as determined by the Plan Sponsor under the laws of the State of
Georgia, whose whereabouts are known to the Plan Sponsor.

The determination of whether a person is the spouse of a deceased
Participant shall be made by the Plan Sponsor from the Employer's records or
from evidence timely furnished to the Plan Sponsor by the person claiming to be
such spouse.

3.8 BOARD -- means the Board of Directors of the Plan Sponsor, or
any committee of the Board authorized to act for the Board under applicable
law.

- 4 - Savings Incentive Plan
<PAGE> 16
Article III: Definitions

3.9 BREAK IN SERVICE -- means any 12 consecutive month period
which begins on an Employment Termination Date or anniversary of such date
during which an Employee or former Employee fails to complete an Hour of
Service.

3.10 CODE -- means the Internal Revenue Code of 1986, as amended,
or any successor statute, and, in the event an amendment to the Code renumbers
a section of the Code referred to in this Plan, any such reference to such
section automatically shall become a reference to such section as renumbered.

3.11 COMPENSATION -- means for each Participant for any applicable
period,

(a) For purposes of determining the amount of Elective
Deferrals and the Matching Contribution, the regular salary or wages, overtime,
bonuses, commissions, and regional and supplemental differential premiums paid
to such Participant during such period by one or more Employers, but does not
include long term incentive awards, severance payments, or foreign supplemental
allowances.

(b) For purposes of determining the Code Section 415
limitations described in Section 5.4 for Plan Years beginning after June 30,
1990, compensation as defined in Code Section 415(c)(3). The Plan Sponsor may
compute the Code Section 415 limitations with respect to a Plan Year using any
allowable definition of compensation.

(c) For purposes of computing a Participant's Average
Contribution Percentage and Average Deferral Percentage, and for any other
testing purpose with respect to a Plan Year, the Plan Sponsor may use any
allowable definition of compensation.

The Elective Deferrals made by an Employer on behalf of such
Participant that are not includible in his gross income for federal income tax
purposes for such period because they are contributed to a cash or deferred
arrangement described in Code Section 401(k) or because they are excluded
under Code Section 125 shall be included as Compensation for all purposes
except for determining the Code Section 415 limitations.

Compensation shall not include any amounts paid to or on behalf of an
Employee for any period when such Employee is not eligible to make Before-Tax
Contributions under this Plan unless the inability to make Before-Tax
Contributions is due to a suspension under Section 5.2(d) or (f) or the
application of the Code Section 415 limitations described in Section 5.4.
For purposes of this Plan, Compensation shall not include any amount received
from an Affiliate with

- 5 - Savings Incentive Plan
<PAGE> 17
Article III: Definitions

respect to services rendered while the Affiliate was not an Employer.
Compensation for any Plan Year beginning on or after July 1, 1994 shall not
include any amount in excess of $150,000, adjusted for changes in the cost of
living as provided under Code Section 415(d).

3.12 CONTRIBUTION PERCENTAGE -- means with respect to all Highly
Compensated Participants and all Nonhighly Compensated Participants for each
Plan Year, the ratio, calculated separately for each Participant in each such
group, of

(a) the amount of the Matching Contributions, if any, to
be credited for such Plan Year to his Matching Account to

(b) his Compensation for such Plan Year.

For purposes of determining the Contribution Percentages of each
Highly Compensated Participant who is a 5-percent owner or one of the ten most
highly-paid Highly Compensated Participants, the Matching Contributions and
Compensation of his "family members" (as described in Code Section 414(q)(6))
shall be treated solely as the Matching Contributions and Compensation of such
Highly Compensated Participant.

3.13 DEFERRAL PERCENTAGE -- means with respect to all Highly
Compensated Participants and all Nonhighly Compensated Participants for each
Plan Year, the ratio, calculated separately for each Eligible Employee in each
such group, of

(a) the amount of his Before-Tax Contributions, if any,
to be credited for such Plan Year to his Before-Tax Employee Account to

(b) his Compensation for such Plan Year.

For purposes of determining the Deferral Percentage of each Highly
Compensated Participant who is a 5-percent owner or one of the ten most
highly-paid Highly Compensated Participants, the Before-Tax Contributions and
Compensation of any Family Member shall be treated solely as the Before-Tax
Contributions and Compensation of such Highly Compensated Participant.

3.14 EARNINGS AND PROFITS -- the net income of an Employer as
determined for each Plan Quarter by the Employer for financial accounting
purposes after excluding start-up expenses.

- 6 - Savings Incentive Plan
<PAGE> 18
Article III: Definitions

3.15 ELECTION FORM -- means the form provided by the Plan Sponsor
for making the elections and designations called for under this Plan and no
such form shall be effective unless properly completed and timely delivered in
accordance with such rules as the Plan Sponsor shall adopt from time to time.

3.16 ELECTIVE DEFERRALS -- means for each Participant for each
calendar year, any elective contribution made on behalf of such Participant
under this Plan pursuant to such Participant's election under Section 5.1.

3.17 ELIGIBLE EMPLOYEE -- means for each Plan Year each Employee of
an Employer other than

(a) an Employee who is treated as such solely by reason
of the "leased employee" rules set forth in Code Section 414(n),

(b) an Employee who is a member of (or who is represented
by) collective bargaining unit which has failed to reach an agreement with his
Employer that he be eligible to participate in this Plan,

(d) an Employee who is employed by the Plan Sponsor at
the Puerto Rico branch,

(e) an Employee who is classified on the personnel
records of an Employer as employed in a temporary, summer, or casual part-time
position for short-term work load, which employment is intended to terminate
upon completion of such assignment.

3.18 EMPLOYEE -- means a person who is employed and paid as a
full-time, part-time, regular or temporary employee of an Affiliate or who is
treated as such under the "leased employee" rules set forth in Code Section
414(n).

3.19 EMPLOYER -- means the Plan Sponsor; for periods before
December 31, 1990, the Executive Conference Center, Inc.; Lanier Financial
Services, Inc.; and each other Affiliate which the Plan Sponsor designates in
writing as such from time to time.

3.20 EMPLOYMENT COMMENCEMENT DATE -- means the first date on which
an Employee first performs an Hour of Service or, if a former Employee is

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Article III: Definitions

reemployed after he has a Break in Service, the first date on which the
reemployed Employee performs an Hour of Service after such Break in Service.

3.21 EMPLOYMENT TERMINATION DATE -- means as to each period of
employment for each Employee the first to occur of (a) the date on which he
quits, retires, is discharged or dies or (b) the date on which a 12 consecutive
month period ends during which he did not perform an Hour of Service.

3.22 ENTRY DATE -- means (1) for periods beginning before October
1, 1989, the first day in the first payroll period in each calendar month; (2)
for periods beginning after September 30, 1989 the first day in the first
payroll period beginning in each Plan Quarter; (3) for periods beginning after
June 30, 1992, the first day of the bi-weekly payroll period beginning on or
after the date on which an Eligible Employee satisfies the Participation
Requirements; and (4) for purposes of Section 5.2(b) hereof, the first day in
the first payroll period beginning after May 1, 1992.

3.23 ERISA -- means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute and, in the event an amendment to
ERISA renumbers a section of ERISA referred to in this Plan, any such reference
to such section automatically shall become reference to such section as
renumbered.

3.24 EXCESS AGGREGATE CONTRIBUTIONS -- means the excess of (a) the
Matching Contributions actually made on behalf of Highly Compensated
Participants for a Plan Year over (b) the maximum amount of such contributions
permitted for such Plan Year under Code Section 401(m)(2)(A). Such maximum
amount shall be determined by reducing Matching Contributions made on behalf of
such Highly Compensated Participants in order of their actual Contribution
Percentages, beginning with the highest of such percentages.

3.25 EXCESS CONTRIBUTIONS -- means the excess of (a) the Before-Tax
Contributions actually made on behalf of Highly Compensated Participants for a
Plan Year over (b) the maximum amount of such contributions permissible for
such Plan Year under Code Section 401(k)(3)(A). Such maximum amount shall be
determined by reducing Before-Tax Contributions made on behalf of such Highly
Compensated Participants in order of their actual Deferral Percentages,
beginning with the highest of such percentages. In the case of a Highly
Compensated Participant whose actual Deferral Percentage is determined under
the family aggregation rules, the amount of excess contributions shall be
determined in accordance with the leveling method of Treasury Regulations
Section 1.401(k)-1(f)(2) and Excess

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Article III: Definitions

Contributions shall be allocated among the Family Members in proportion to
their respective contributions.

3.26 EXCESS DEFERRALS -- means for each Participant for each Plan
Year the Before-Tax Contributions for such Plan Year that the Participant
designates as exceeding the $7,000.00 limit set forth in Code Section 402(g),
as such limit is adjusted for cost of living increases in accordance with Code
Section 402(g), pursuant to the procedure set forth in Section 5.4(c).

3.27 FAMILY MEMBER -- means an individual described in Code Section
414(q)(6).

3.28 FORFEITURE -- the dollar amount deducted from a Participant's
Matching Account and forfeited in accordance with this Plan.

3.29 HARRIS/LBP PLAN - means the Harris/Lanier Advantage Plan as
amended from time to time.

3.30 HIGHLY COMPENSATED PARTICIPANT -- means each Participant who
is a "highly compensated employee" within the meaning of Code Section 414(q)
as determined by the Plan Sponsor in accordance with reasonable and
nondiscriminatory rules established by the Plan Sponsor, uniformly and
consistently applied.

3.31 HOUR OF SERVICE -- means each hour for which an Employee is
paid, or entitled to payment, for the performance of duties as an Employee
during any period of employment as such.

3.32 MATCHING ACCOUNT -- means the bookkeeping subaccount
maintained as part of a Participant's Account to show his vested interest in
the Trust Fund attributable to the Matching Contributions made on his behalf
under this Plan.

3.33 MATCHING CONTRIBUTIONS -- means the contributions made by the
Plan Sponsor in accordance with Section 5.3.

3.34 MATCHED DEFERRALS - means for each pay period that portion of
the Before-Tax Contributions contributed on behalf of a Participant for such
pay period which do not exceed 3% of his Compensation for such pay period.

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Article III: Definitions

3.35 MAXIMUM DEFERRAL PERCENTAGE -- means

(a) for each Nonhighly Compensated Participant, 15%, and

(b) for each Highly Compensated Participant, 6%, or such
other percentage within limitations established by the Internal Revenue
Service, not to exceed 15%.

3.36 NONHIGHLY COMPENSATED PARTICIPANT -- means for each Plan Year
each Participant other than a Highly Compensated Participant.

3.37 NORMAL RETIREMENT AGE -- means age 65.

3.38 PARTICIPANT -- means for any Plan Year an Eligible Employee
who has satisfied the Participation Requirement and has become eligible to make
Before-Tax Contributions under this Plan in accordance with Article 4.

3.39 PARTICIPATION REQUIREMENT -- means the later of the completion
of one Year of Service or the attainment of age 21.

3.40 PLAN -- means this Lanier Worldwide, Inc. Savings Incentive
Plan as set forth in this document, and as amended from time to time, and, for
periods prior to October 1, 1989, the Harris/3M Document Products, Inc. Savings
Incentive Plan, as amended from time to time.

3.41 PLAN QUARTER -- means each calendar quarter in each Plan Year.

3.42 PLAN SPONSOR -- means Lanier Worldwide, Inc. and any successor
to such corporation and, for periods before October 1, 1989, Harris/3M Document
Products, Inc.

3.43 PLAN YEAR -- means the fiscal year ending each June 30.

3.44 ROLLOVER ACCOUNT -- means the portion of a Participant's
Account consisting of funds transferred from another qualified plan pursuant to
the provisions of Section 5.5, together with any earnings, and reduced by any
investment losses, thereon.

3.45 TRA 86 REQUIREMENTS -- means all applicable requirements of
the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the
Omnibus Budget Reconciliation Act of 1987, the Technical and Miscellaneous
Revenue Act of 1988 and those requirements treated by the IRS as subject to
Section 1140 of the Tax

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Article III: Definitions

Reform Act of 1986 as well as any technical corrections to those requirements
contained in the Revenue Reconciliation Act of 1989.

3.46 TRUST AGREEMENT -- means the Harris Corporation Trust
Agreement established as part of this Plan, as amended from time to time.

3.47 TRUST FUND -- means the assets held by the Trustee in
accordance with the Trust Agreement.

3.48 TRUSTEE -- means the person or persons acting as the trustee
from time to time under the Trust Agreement.

3.49 VALUATION DATE -- means such date or dates within a Plan Year
as may be so designated by the Plan Sponsor and shall occur at least monthly.

3.50 YEAR OF SERVICE -- means each year of employment completed in
any "period of employment" as an Employee.

(a) CONTINUOUS EMPLOYMENT. A "period of employment" for
this purpose will be deemed to start on an Employee's Employment Commencement
Date and end on that Employment Termination Date which coincides with the first
day of his first Break in Service following that Employment Commencement Date.
Thus, an Employee will receive credit for each day of employment and for each
day of any separation from service due to an absence or termination of
employment if the absence or termination is less than 12 consecutive months
long.

(b) TERMINATION/REEMPLOYMENT. Except as provided in
Section 3.50(c) and (d), if an Employee terminates employment and is
reemployed more than 12 months after such Employment Termination Date, his
Years of Service shall be determined by aggregating the service completed in
each period of employment in accordance with the following rules:

(1) FULL YEARS - First, aggregate the full years
of employment completed in each period of employment.

(2) EXTRA MONTHS - Next, aggregate the number of
his completed months of employment in each period of employment in excess of
his full years of employment in each such period into additional full years of
employment on the basis that each month taken into account shall be considered
as 1/12 of a year.

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Article III: Definitions

(3) EXCESS DAYS - Finally, aggregate the number
of days of employment in each period of employment in excess of completed
months of employment into additional months of employment on the basis that 30
days of such employment equals one month.

(c) Except as expressly provided in this Plan prior to
this amendment and restatement for certain transferred employees, no period of
employment completed by an Employee before he reaches age 18 shall be taken
into account in calculating his Years of Service for purposes of Section 6.4.

(d) Except as otherwise provided, no period of employment
which an Employee completes as an employee of any other organization whatsoever
shall be taken into account under this Plan unless such organization is an
Affiliate.

(e) Each Employee shall receive credit for periods of
employment with Harris Corporation or its affiliates to the extent that such
Employee would have received credit for such employment if he had been so
employed with the Plan Sponsor without regard to whether Harris Corporation or
the affiliate was an Affiliate of the Plan Sponsor at the time such service was
completed or to whether the Code or ERISA requires that he receive such credit.

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<PAGE> 24
ARTICLE IV

PARTICIPATION

4.1 GENERAL RULE. Each Eligible Employee shall become a
Participant on the first Entry Date which immediately follows or is coincident
with the date he satisfies the Participation Requirement. Each Participant who
is an Eligible Employee shall be eligible (but shall not be required) to make
Before-Tax Contributions in accordance with Article 5.

4.2 PRE-MERGER PLAN. Each person who was a Participant in the
Harris/LBP Plan on September 30, 1989 and who is an Eligible Employee on
October 1, 1989 shall continue to be a Participant in this Plan.

4.3 REEMPLOYMENT RULE. If an Employee terminates employment
before he satisfies the Participation Requirement and he is thereafter
reemployed, he shall be subject to the general participation rule of Section
4.1.

If an Employee terminates employment after he satisfies the
Participation Requirement but before he becomes a Participant and he is
thereafter reemployed, he shall become a Participant on the later of (a) the
date on which he becomes eligible to participate under Section 4.1 or (b) the
first day of the first pay period beginning after his reemployment, provided he
is an Eligible Employee on such date.

If a Participant terminates employment and he is thereafter
reemployed, he shall resume participation on the first day of the first pay
period beginning after his reemployment on which he is an Eligible Employee,
provided that he completes a new enrollment and designation of beneficiary
form.

4.4 ABSENCE FROM SERVICE, CHANGE IN STATUS. If an Employee fails
to become a Participant on an Entry Date solely because he was absent from
service or was not employed as an Eligible Employee on such Entry Date and he
is reemployed as an Eligible Employee, he shall become a Participant on the
first day of the first pay period beginning after he resumes employment as an
Eligible Employee.

4.5 PLAN NOT AN EMPLOYMENT CONTRACT. This Plan is not a contract
of employment and participation in this Plan shall not give any Employee the
right to be retained in the employ of the Plan Sponsor or any Affiliate, nor,
upon termination of his employment, to have any interest in the Trust Fund
except as expressly provided in this Plan.

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Article IV: Participation

4.6 INFORMATION. Each Eligible Employee shall complete and
deliver an Election Form to the Plan Sponsor which sets forth such information
as the Plan Sponsor deems necessary for the orderly administration of this
Plan.

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<PAGE> 26
ARTICLE V

CONTRIBUTIONS AND ACCOUNTS

5.1 BEFORE-TAX CONTRIBUTIONS.

(a) PERCENTAGE. Subject to the rules set forth in this
Section 5.1, in Section 5.2 (Election Rules) and in Section 5.4 (Limitations
on Allocations), each Participant who is an Eligible Employee may elect to
defer Compensation into this Plan in 1% increments, up to the Maximum Deferral
Percentage.

(b) PAYROLL DEDUCTIONS. All contributions described in
Section 5.1(a) shall be made exclusively through payroll withholding, and such
contributions shall be transferred by the Employer to the Trustee as soon as
practicable after the end of the calendar month which includes the end of the
payroll period from which such contributions are withheld.

(c) ACCOUNT CREDITS AND VESTING. Subject to the
limitations under Section 5.4, any Before-Tax Contributions made on behalf of
each Participant since the immediately preceding Valuation Date shall be
credited to his Before-Tax Account as of each Valuation Date. Subject to
investment gains and losses, a Participant's interest in contributions which
are credited to his Before-Tax Account shall be fully vested.

(d) INVESTMENT GAINS AND LOSSES. The investment gains and
losses (whether realized or unrealized) for each investment fund within the
Trust Fund shall be determined by, or at the direction of, the Plan Sponsor as
of each Valuation Date, and such investment gains and losses shall be credited
to each Before-Tax Account as of such Valuation Date in the same proportion
that the balance to such account in such fund as of such Valuation Date bears
to the balance of all Before-Tax Accounts in such fund as of such Valuation
Date. For purposes of crediting investment gains and losses as of any
Valuation Date, the balance of a Before-Tax Account shall be determined before
crediting any Before-Tax Contributions credited to such account as of such
Valuation Date.

5.2 ELECTION RULES.

(a) INITIAL ELECTION. A Participant's initial election
under Section 5.1 for any period of employment shall be effective as of the
first pay day which occurs on or after the Entry Date on or after which (1) he
timely delivers a properly completed Election Form to the Plan Sponsor and (2)
he satisfies the Participation Requirements. An election shall remain in
effect until revised or terminated. No Participant shall be required to make
an election, and no benefits (other than the

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Article V: Contributions and Accounts

benefits from Before-Tax Account and a Matching Account) shall be conditioned
on a Participant making such an election.

(b) REVISED ELECTION. An election, once effective, only
can be revised by a Participant once per calendar quarter, effective for the
first pay period beginning on or immediately following the date on which he
timely delivers a properly completed Election Form to the Plan Sponsor.

(c) TERMINATION OF ELECTION. A Participant shall have
the right to terminate an election to make Before-Tax Contributions at any time
during a Plan Year, and any such termination shall become effective as soon as
practicable after the Participant properly completes and delivers the related
Election Form to the Plan Sponsor.

(d) RESUMPTION AFTER TERMINATION. An Eligible Employee
who has terminated an election to make Before-Tax Contributions may elect to
resume making Before-Tax Contributions in accordance with Section 5.1
effective for the first pay period which begins at least 90 days after the date
his termination became effective, provided he timely delivers a properly
completed Election Form to the Plan Sponsor before the immediately preceding
Entry Date.

(e) TIMELINESS AND ELECTION PROCEDURES. The Plan Sponsor
from time to time shall establish and shall communicate in writing to
Participants such reasonable deadlines, rules and procedures for making the
elections described in this Plan as the Plan Sponsor in its absolute discretion
deems appropriate under the circumstances for the proper administration of this
Plan.

(f) PLAN SPONSOR ACTION. The Plan Sponsor shall have the
right at any time unilaterally to reduce the contribution which an Eligible
Employee elected be made on his behalf if the Plan Sponsor acting in its
absolute discretion determines that such reduction might be necessary to
satisfy the limitations of Section 5.4.

5.3 MATCHING CONTRIBUTIONS AND FORFEITURES.

(a) AMOUNT. Subject to the rules set forth in this
Section 5.3 and Section 5.4 (Limitations on Allocations), the Plan Sponsor on
behalf of each Employer shall make a Matching Contribution from the current
Earnings and Profits of all Employers for each Plan Quarter on behalf of each
Participant who is employed as an Eligible Employee on the last day of such
Plan Quarter. Such Matching Contribution shall equal the sum of 50% of the
Matched Deferrals contributed on his behalf for each pay period during such
Plan Quarter.

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Article V: Contributions and Accounts

(b) FORFEITURES. Forfeitures shall be treated as part of
the Matching Contributions described in Section 5.3(a).

(c) TIMING. The Matching Contribution for any Plan Year
shall be made on or before the due date for filing the Plan Sponsor's federal
income tax return for the fiscal year which ends with or within such Plan Year.

(d) INSUFFICIENT EARNINGS AND PROFITS. If the Employers
have insufficient current Earnings and Profits and Forfeitures to make the full
contribution called for under Section 5.3(a), the Plan Sponsor may make a
smaller contribution for that plan Quarter or no contribution.

(e) ACCOUNT CREDITS AND VESTING. The Matching
Contributions made on behalf of each Participant shall be credited by, or at
the direction of, the Plan Sponsor to his Matching Account as of the date as of
which such contribution is made. A Participant's vested interest in the
Matching Contributions (and in the investment gains and losses allocable to
such contributions) credited to his Matching Account shall be determined under
Section 6.4.

(f) INVESTMENT GAINS AND LOSSES. The investment gains
and losses (whether realized or unrealized) for each investment fund within the
Trust Fund shall be determined by, or at the direction of, the Plan Sponsor as
of such Valuation Date, and such investment gains and losses shall (after
deductions for expenses, if any) be credited to each Matching Account as of
such Valuation Date in the same proportion that the balance to each such
account in such fund as of such Valuation Date bears to the balance of all
Matching Accounts in such fund as of such Valuation Date. For purposes of
crediting investment gains and losses as of any Valuation Date, the balance to
a Matching Account shall be determined before crediting any Matching
Contributions which are credited as of such Valuation Date.

5.4 LIMITATIONS ON ALLOCATIONS.

(a) GENERAL RULE. The contributions made under Section
5.1 and Section 5.3 and the crediting of such contributions to a Participant's
Account shall be subject to limitations, applied in the following order:

(b) SECTION 415 LIMITATIONS.

(1) GENERAL RULE. The Plan Year shall be the
"limitation year." For any Plan Year, the sum of the amounts (including any
Forfeitures) which are allocated to a Participant's Account for such Plan Year
as Matching

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Article V: Contributions and Accounts

Contributions and as Before-Tax Contributions, when added to the contributions
which are treated under Section 5.4(b)(2) as made on behalf of such
Participant under this Plan shall not exceed the lesser of (i), (ii) or (iii),
where

(i) equals 25% of the Participant's
Compensation for such Plan Year,

(ii) equals $30,000, as adjusted as of the
first day of each Plan Year to equal the inflation adjusted figure, if any, as
set by the Internal Revenue Service for the calendar year which includes the
last day of such Plan Year, and

(iii) equals such amount as the Plan Sponsor
deems necessary or appropriate to satisfy the requirements of Code Section 415
(including any applicable transition rules) taking into account the
coordination rules of Section 5.4(b)(2) and the correction provisions of
Section 5.4(b)(3).

(2) COORDINATION.

(i) If for any Plan Year a contribution is
made on behalf of a Participant for such year under any other defined
contribution plan maintained by an Affiliate, such contribution shall be
treated under this Section 5.4(b) as made under this Plan.

(ii) If a defined benefit plan is adopted or
maintained by an Affiliate under which a benefit is accrued on behalf of a
Participant, any adjustment required to satisfy the requirements of Code
Section 415 as a result of his participation in such plan and in this Plan
shall be made exclusively in such defined benefit plan.

(iii) Contributions allocated to an
"individual medical benefit account" described in Code Section 415(1) and
contributions credited under a welfare benefit fund maintained by any Affiliate
for any year to a reserve for post-retirement medical benefits for a
Participant who is a "key employee" within the meaning of Code Section 416(i)
shall be treated as a Matching Contribution made on his behalf under this Plan
when, and to the extent, required under Code Section 415 or Section 419A(d).

(3) CORRECTIONS. If the Plan Sponsor determines
that the contributions credited to a Participant's Account (subject to this
Section 5.4) will exceed the limitations set forth in this Section 5.4(b),
the Plan Sponsor shall transfer such excess from his Account to a special
suspense account. Such transfer shall be

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Article V: Contributions and Accounts

made first from the Participant's Matching Contributions and thereafter from
his Before-Tax Contributions. Transfers of Matching Contributions to such
suspense account shall be applied to offset the Matching Contribution for all
Participants in the next Plan Year (and in each succeeding Plan Year if
necessary). No additional Matching Contributions shall be made by the Plan
Sponsor while there is a balance credited to such suspense account. Any
suspense account established under this Section 5.4(b) shall not be subject to
adjustment for investment gains or losses and the balance of an such account
shall be returned to the Plan Sponsor in the event this Plan is terminated
before the date such account has been so applied in its entirety. Transfers of
Before-Tax Contributions to such suspense accounts may be credited to the
Participant in the next limitation year, or may be returned to the Participant,
in the sole discretion of the Plan Sponsor or its delegate.

(1) THIS PLAN. The sum of a Participant's
Before-Tax Contributions under this Plan and his Elective Deferrals under any
plan maintained by an Affiliate shall not exceed $7,000 (as adjusted in
accordance with Code Section 402(g)(5) to account for increases in the cost of
living) in any calendar year beginning after 1986.

(2) OTHER PLANS. If a Participant's aggregate
Before-Tax Contributions under this Plan and his "elective deferrals" (within
the meaning of Code Section 402(g)), if any, made under other plans or
contracts exceeds the individual dollar limit described in Section 5.4(c)(1)
in any calendar year, such Participant may designate all or a portion of his
Before-Tax Contributions made during such calendar year as Excess Deferrals.

(3) CLAIM. A Participant may request a refund of
his Excess Deferrals by filing a written claim with the Plan Sponsor on or
before March 1 of the immediately following calendar year in accordance with
Code Section 402(g) and such reasonable administrative rules as may be
established by the Plan Sponsor from time to time. A Participant's claim must
specify the dollar amount of Participant's Excess Deferrals for the preceding
calendar year and shall include his certification that if such amounts are not
distributed to him, such Excess Deferrals, when added to his elective deferrals
made under other plans or contracts will exceed the individual dollar limit for
the calendar year for which the Before-Tax Contributions were made.

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Article V: Contributions and Accounts

(4) DETERMINATION OF INVESTMENT GAIN OR LOSS.
Excess Deferrals shall be adjusted for investment gain or loss as determined by
the Plan Sponsor in accordance with Code Section 402(g) and the related
regulations.

(5) DISTRIBUTION OF EXCESS DEFERRALS.
Notwithstanding any other provision of this Plan, Excess Deferrals, plus any
investment gain and minus any investment loss allocable to such Excess
Deferrals, shall be distributed no later than April 15 of any calendar year to
those Participants who request a refund in accordance with the claims procedure
set forth in this Section 5.4(c) In no event shall a Participant receive from
the Plan a distribution which exceeds either the Participant's total Before-Tax
Contributions made under the Plan for the calendar year to which such Excess
Deferrals relate or the balance credited to his Before-Tax Account as of the
Valuation Date immediately preceding such April 15.

(6) FORFEITURE OF RELATED MATCH. A Participant
shall not be entitled to any Matching Contributions attributable to Before-Tax
Contributions refunded as Excess Deferrals and any such Matching Contributions
credited to his Account shall be treated as a Forfeiture as of the date of such
distribution without regard to whether his interest in his Matching Account
otherwise was nonforfeitable.

(d) LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS FOR HIGHLY
COMPENSATED PARTICIPANTS.

(1) GENERAL. The Average Deferral Percentage for
Highly Compensated Participants for any Plan Year shall not exceed the greater
of

(A) the Average Deferral Percentage for
Nonhighly Compensated Participants for such Plan Year multiplied by 1.25, or

(B) the lesser of (i) the Average Deferral
Percentage for Nonhighly Compensated Participants for such Plan Year multiplied
by 2, or (ii) the Average Deferral Percentage for Nonhighly Compensated
Participants plus 2 percentage points, or such smaller number of percentage
points as may be prescribed by the Secretary of the Treasury.

(2) SPECIAL RULES.

(A) OTHER PLAN OR ARRANGEMENTS. For
purposes of this Section 5.4(d), the Deferral Percentage for any Highly
Compensated Participant for the Plan Year who is eligible to have Elective
Deferrals allocated to his account under two or more plans or arrangements
described in Code Section 401(k) that are

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<PAGE> 32
Article V: Contributions and Accounts

maintained by an Affiliate shall be determined as if all such contributions
were made under this Plan.

Further, if this Plan satisfies the requirements of Code Section
401(a)(4) or Section 410(b) only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of Code Section
401(a)(4) or Section 410(b) only if aggregated with this Plan, then this
Section 5.4(d) shall be applied by determining the Deferral Percentage of each
Participant as if all such plans were a single plan.

(B) OTHER REQUIREMENTS AS MAY BE
PRESCRIBED. The determination and treatment of the Before-Tax Contributions
and the Deferral Percentage of any Participant shall satisfy such other
requirements a may be prescribed by the Secretary of the Treasury.

(3) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the
Plan Sponsor determines that Excess Contributions have been made for any Plan
Year, such Excess Contributions (together with any investment gains or losses)
shall be distributed to affected Highly Compensated Participants on or before
the last day of the Plan Year immediately following the Plan Year for which
such Excess Contributions are made. Such distributions shall be made to such
affected Highly Compensated Participants on the basis of the portion of the
Excess Contributions which is attributable under Code Section 401(k) to such
Participant. The amount of Excess Contributions which are to be distributed
under this Section 5.4(d)(3 with respect to a Highly Compensated Participant
for any Plan Year shall be reduced by any Excess Deferrals previously
distributed to such Participant for the calendar year ending with or within
such Plan Year.

(4) DETERMINATION OF INVESTMENT GAINS OR LOSSES.
Excess Contributions shall be adjusted for investment gain or loss as
determined by the Plan Sponsor in accordance with Code Section 401(k) and the
related regulations.

(5) FORFEITURE OF RELATED MATCH. A Participant
shall not be entitled to any Matching Contribution attributable to Before-Tax
Contributions distributed as Excess Contributions and the portion of each
affected Highly Compensated Participant's Matching Contribution which is
attributable to such distribution shall be treated as a Forfeiture as of the
date of such distribution.

(6) QUALIFIED MATCHING CONTRIBUTION. If the Plan
Sponsor in lieu of distributing Excess Contributions (or in lieu of
distributing any part of such Excess Contributions) so elects in the exercise
of its absolute discretion, the Plan Sponsor shall make an additional
contribution on behalf of all eligible Nonhighly Compensated Participants in an
amount which will result in satisfying the

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<PAGE> 33
Article V: Contributions and Accounts

requirements of Section 5.4(d)(1) for such Plan Year (to the extent such
requirements are not satisfied through the distribution of Excess Contributions
to Highly Compensated Participants). Such additional contribution shall be a
"qualified matching contribution" within the meaning of Code Section 401(k),
shall be allocated and credited as of such date in equal parts among the
Before-Tax Accounts of all such Nonhighly Compensated Participants and shall be
used only to satisfy the limitations of this Section 5.4(d). A Nonhighly
Compensated Participant shall be eligible for a qualified matching contribution
under this Section 5.4(d) if such Participant elected that Before-Tax
Contributions be made to his Account during the last Plan Quarter of such Plan
Year and was an Eligible Employee on the last day of such Plan Year.

(e) LIMITATIONS ON MATCHING CONTRIBUTIONS FOR HIGHLY
COMPENSATED PARTICIPANTS.

(1) GENERAL. The Average Contribution Percentage
for Highly Compensated Participants for any Plan Year shall not exceed the
greater of

(i) the Average Contribution Percentage for
Nonhighly Compensated Participants for such Plan Year multiplied by 1.25, or

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

(2) SPECIAL RULES.

(A) OTHER PLAN OR ARRANGEMENTS. For
purposes of this Section 5.4(e), the Contribution Percentage for any Highly
Compensated Participant for the Plan Year who is eligible to have "employee
contributions" (within the meaning of Code Section 401(m)), or "matching
contributions" (as described in Code Section 401(m)(4)) allocated to his
account under two or more plans or arrangements described in Code Section
401(a) or Section 401(k) that are maintained by an Affiliate shall be
determined as if all such contributions were made under this Plan.

Further, if this Plan satisfies the requirements of Code Section
401(a)(4) and Section 410(b) only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of Code Section
401(a)(4) and Section 410(b) only if aggregated

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<PAGE> 34
Article V: Contributions and Accounts

with this Plan, then this Section 5.4(e) shall be applied by determining the
Contribution Percentages of each Participant as if all such plans were a single
plan.

(B) OTHER REQUIREMENTS. The determination
and treatment of the Matching Contributions and the Contribution Percentage of
any Participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.

(3) DISTRIBUTION OF EXCESS AGGREGATE
CONTRIBUTIONS. If the Plan Sponsor determines that Excess Aggregate
Contributions have been made for any Plan Year, such Excess Aggregate
Contributions (together with any investment gains or losses) shall be forfeited
(if otherwise forfeitable under Section 6.4) or distributed (if not so
forfeitable) on or before the last day of the Plan Year immediately following
the Plan Year for which such Excess Aggregate Contributions were made. Any
amounts which are forfeited under this Section 5.4(e) shall be treated as a
Forfeiture as of the date of such distribution and such Forfeitures shall not
be allocated to any Participant whose contributions were reduced under this
Section 5.4(e) if such allocation would be inconsistent with Code Section
401(m). The portion of such Excess Aggregate Contribution distributed to or
forfeited by each affected Highly Compensated Participant shall be determined
in accordance with the regulations under Code Section 401(m).

(f) MULTIPLE USE LIMITATION. For Plan Years beginning on
or after July 1, 1989, the Plan Sponsor shall take whatever action is required
to prevent the multiple use of the alternative test described in Section
5.4(d)(1)(ii) for Before-Tax Contributions and in Section 5.4(e)(1)(ii) for
Matching Contributions in the same Plan Year to the extent required under Code
Section 401(m) and the regulations issued under that section. The Plan
Sponsor shall reduce the Contribution Percentages of Highly Compensated
Participants (beginning with the highest of such percentages) so that the
multiple use limit is not exceeded. Any such reduction shall be treated as an
Excess Aggregate Contribution.

(g) LIMITATIONS ON DEDUCTIBILITY. The sum of the
Matching Contributions and Before-Tax Contributions allocated to Participants'
Accounts for any taxable year shall not exceed the amount allowable as a
deduction for such taxable year for federal income tax purposes for
contributions to this Plan.

(h) WITHHOLDING OBLIGATIONS AND ACCOUNT BALANCE. Any
distributions to a Participant from his Before-Tax Employee Account or Matching
Account which are required under this Section 5.4 shall not exceed the value
(as of the date of such distribution) of such subaccount and the amount of any
such distributions shall be reduced as the Plan Sponsor deems necessary or
appropriate

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<PAGE> 35
Article V: Contributions and Accounts

to satisfy any applicable tax withholding requirements with respect to such
distributions.

(i) ALLOCATION CORRECTIONS. If an error or omission is
discovered in any Account, the Plan Sponsor shall make an appropriate equitable
adjustment in order to remedy such error or omission as of the Plan Year in
which the error or omission is discovered.

5.5 ROLLOVER ACCOUNTS. On or after his Entry Date, a Participant
may establish a Rollover Account, with the consent of the Plan Sponsor or its
delegate. Amounts that may be used to establish a Rollover Account include
only (1) funds transferred directly from another plan that is tax qualified
within the meaning of Code Section 401; and (2) funds distributed from a tax
qualified plan or a conduit individual retirement account that are eligible for
rollover treatment and are transferred to this Plan within 60 days of the
Participant's receipt thereof. A Participant may be required to establish that
the transfer of amounts into a Rollover Account will not create adverse
consequences for the Plan or Trust. Amounts in a Rollover Account shall be
held by the Trustee and invested and distributed in accordance with the
provisions of this Plan. A Participant's Rollover Account is fully vested at
all times and subject to investment direction by the Participant.

5.6 ACCOUNT INVESTMENTS. The Trustee at the direction of the Plan
Sponsor shall establish at least four separate investment funds within the
Trust Fund, and such funds as in effect from time to time shall be described in
the summary plan description for this Plan or in such other materials as the
Plan Sponsor furnishes from time to time to Participants. Each Participant
shall have the right to provide investment directives with respect to how (1)
his Account as of the preceding Valuation Date and (2) contributions to his
Account after such Valuation Date shall be invested as between such funds in
accordance with the following rules:

(a) Each such election shall be made on a properly
completed Election Form or otherwise in accordance with the applicable
procedures of the record keeper or Trustee.

(b) One change of election may be made in each Plan
Quarter with respect to each of (1) and (2) above, e.g., one change with
respect to a Participant's current Account and one change with respect to the
Participant's future Elective Deferrals.

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<PAGE> 36
Article V: Contributions and Accounts

(c) A Participant's election with respect to his Account
balance as the preceding Valuation Date may be made in any increments of such
balance. A Participant's election with respect to contributions to his Account
after such Valuation Date shall be made in ten percent increments of the
contribution.

(d) An election shall be effective on the same day if
received before 1:00 p.m., Eastern Standard Time or Eastern Daylight Time, as
the case may be, on a business day, and otherwise shall be effective on the
next business day.

5.7 EXPENSES. Expenses allocable to each Account shall be
deducted quarterly, and such deduction shall be shown separately on the
statement of a Participant's Account.

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<PAGE> 37
ARTICLE VI

PLAN BENEFITS

6.1 RETIREMENT BENEFIT. The Account of a Participant who is an
Employee on the date he reaches Normal Retirement Age shall become fully vested
no later than such date and, if he retires as an Employee on such date, shall
be paid to him in accordance with Section 7. A Participant who remains an
Employee after he reaches Normal Retirement Age shall remain eligible to
continue to participate in this Plan until the date of his actual retirement
and his Account shall be paid in accordance with Section 7.

6.2 DISABILITY BENEFIT.

(a) FULL VESTING. The Matching Account of a Participant
whose employment with an Employer or an Affiliate is terminated by reason of
his being disabled under this Section 6.2 shall become fully vested on the
date his employment is so terminated and shall be paid to him in accordance
with Section 7. If such individual recovers from his disability and is
reemployed as an Employee, such Employee shall participate in accordance with
Section 4.1 and he shall vest in any Matching Contributions credited to his
Account after his reemployment based on his actual Years of Service in
accordance with the vesting schedule set forth in Section 6.4(b).

(b) DEFINITION. A Participant shall be treated as
disabled for purposes of this Section 6.2 if he suffers a total and permanent
physical or mental impairment which (1) qualifies him for a monthly disability
insurance benefit under the United States Social Security Act and (2) which
wholly prevents him from holding any substantially gainful employment and (3)
which can be expected to result in death or to be of long continued and
indefinite duration. An Eligible Employee shall not be treated as disabled for
purposes of this Plan, however, if the Plan Sponsor determines that his
disability is a result of any of the following:

(i) any injury or disease sustained by him while
willfully participating in acts of violence, riots, civil insurrections or
while committing a felony;

(ii) any injury or disease sustained by him while
serving in any armed forces of any country or as the result of warfare or any
act of war, declared or undeclared;

(iii) any injury or disease sustained by him while
working for a person other than an Employer or any Affiliate and arising out of
such work; or

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<PAGE> 38
Article VI: Plan Benefits

(iv) any intentional, self-inflicted injury.

(c) DETERMINATION. The Plan Sponsor shall have exclusive
responsibility for determining whether a Participant is disabled. It may
consider whether a Participant is disabled upon its own motion or upon the
written request of such Participant. Any determination made by the Plan
Sponsor for purposes of this Section 6.2 Plan shall be final and conclusive.

6.3 DEATH BENEFIT.

If a Participant dies, his Account shall be changed to the
name of his Beneficiary and the vested portion of his Account shall be paid to
such Beneficiary in accordance with Section 7 and, further, if the Participant
was an Employee on his date of death, his Account also shall become fully
vested as of such date.

6.4 VESTED BENEFIT.

(a) GENERAL RULE. A Participant shall be eligible for
the payment of his Before-Tax Account and the vested portion of his Matching
Account after the date of his separation from service (within the meaning of
Code Section 401(k)(2)(B)), or, if sooner, upon the disposition of
substantially all the assets used in a trade or business of the Participant's
Employer, or of an Affiliate's interest in a subsidiary that was the
Participant's Employer (within the meaning of Code Section 401(k)(10)).
Payment of such amounts shall be made in accordance with Article 7.

(b) VESTING SCHEDULE. The Plan Sponsor shall determine
the vested portion of a Participant's Matching Account in accordance with the
vesting schedule set forth in this subsection. The vested portion of a
Participant's Matching Account shall be maintained as a separate Matching
Account until distributed in accordance with Section 7. The balance, or
nonvested portion, of a Participant's Matching Account shall be treated as a
Forfeiture as of the first Valuation Date following the earlier of the date
such Participant's Matching Account is distributed to him in accordance with
Section 7 or the date on which such Participant incurs six consecutive Breaks
in Service.

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<PAGE> 39
Article VI: Plan Benefits

<TABLE>
<CAPTION>
Vested Portion
Full of
Years Of Service Matching Account
---------------- ----------------
<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>

(c) REEMPLOYMENT. If a former Employee is reemployed as
an Employee before he has 6 consecutive Breaks in Service and any portion of
his Matching Account had been treated as a Forfeiture under Section 6.4(b),
the Forfeiture shall be restored to his Matching Account as of the last day of
the Plan Year in which he is reemployed if the Employee repays to the Plan an
amount equal to the amount of his distribution from his Matching Account before
the earlier of (a) five years after the first date on which the former Employee
is reemployed by an Affiliate or (b) the date the Employee incurs six
consecutive Breaks in Service following the date of distribution.

6.5 FORFEITURE OF BENEFIT OF MISSING CLAIMANT. If the Account of
a Participant becomes payable under this Article 6 by reason other than his
death and the Plan Sponsor is unable to locate such Participant or if no
Beneficiary of a deceased Participant is identified and located by the Plan
Sponsor, then the Plan Sponsor, in its discretion, may treat the Account of
such Participant as a Forfeiture as of the last day of the Plan Year which
includes the anniversary of the date the Account of such Participant first
became payable or as of the last day of any subsequent Plan Year. However, if
such missing Beneficiary or Participant files a written claim with the Plan
Sponsor for his Account while this Plan remains in effect and proves his
identity as the person then entitled to such benefit under the terms of this
Plan to the satisfaction of the Plan Sponsor, the Plan Sponsor promptly shall
make an additional contribution to this Plan sufficient to restore his Account
which was so treated as a Forfeiture (without regard to any allocation of any
investment gains or losses) and such restored Account shall be paid to such
person immediately thereafter in a lump sum.

If this Plan is terminated and the Plan Sponsor (after taking the
action described in this Section 6.5) cannot locate a Participant or
Beneficiary, then such person shall be presumed dead and, if there is no
Beneficiary for such person or such Beneficiary cannot be located, all the
remaining Participants in this Plan on

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<PAGE> 40
Article VI: Plan Benefits

the date of such termination shall be treated as such person's Beneficiary and
such Account shall be divided equally among such Participants.

6.6 LOANS.

(a) REQUEST. Each "eligible person" may request that a
loan be made to him under this Plan from his Account by properly completing and
delivering a related Election Form to the Plan Sponsor, and all such requests
shall be granted on a reasonably equivalent basis (within the meaning of Code
Section 4975(d)(1)(A) and ERISA Section 408(b)(1)(A)) subject to the
conditions set forth in Section 6.6(a). For purposes of this Section 6.6,
the term "eligible person" means, for loans made before October 19, 1989, each
Participant who is an Eligible Employee and, for loans made after October 18,
1989, each Participant and Beneficiary who is a "party in interest" (as defined
in ERISA Section 3(14)) with respect to this Plan.

(b) ADMINISTRATION. The Plan Sponsor shall be the "named
fiduciary" responsible for administering the loan program through its Human
Resources Department. The procedures for applying for a loan and the basis on
which loans will be approved or denied shall be described in the summary plan
description for the Plan or in other documents prepared by or at the direction
of the Plan Sponsor for this purpose and such additional documents hereby are
expressly incorporated by reference to the extent required by the Department of
Labor.

(1) The principal amount of a loan made under
this Plan to any person together with the outstanding principal amount of any
other loan made to such person under any other plan maintained by an Affiliate
which satisfies the requirements of Code Section
401 shall not exceed the lesser of (i) or (ii), where

(i) equals 50% of the vested portion of his
accounts and

(ii) equals $50,000 reduced by the excess
(if any) of the highest outstanding balance of any previous loans from the Plan
and any other plan maintained by an Affiliate during the one-year period ending
immediately before the date on which such current loan is made over the
outstanding balance of such previous loans on the date on which such current
loan is made.

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<PAGE> 41
Article VI: Plan Benefits

For loans made before October 19, 1989, the principal amount of the
loan shall not exceed the greater of (i) the limitation determined under the
preceding sentence or (ii) the lesser of 80% of the vested portion of his
Account or $8,000.

(2) No loan shall be made under this Plan to an
eligible person who is an Employee of an Affiliate which is not an Employer
unless such eligible person borrows first from the plan of the Affiliate which
employs him.

(3) No loan shall be made for a period which
exceeds four years. There is no minimum period for a loan.

(4) Any loan made under this Plan shall be
secured by 50% of his total vested interest in his Account but, for loans made
before October 19, 1989, loans shall be secured by a Participant's total vested
interest in his Account.

(5) No more than one loan shall be made under
this Plan to an eligible person at any one time, except that a loan made to an
eligible person under the Harris/LBP Plan before September 29, 1989 and a loan
under this Plan made before September 29, 1989 shall be treated as a single
loan for purposes of this Section 6.6.

(6) The principal amount of a loan made under
this Plan shall not be less than $500.

(d) INTEREST RATE. The interest rate for a loan made
under this Plan shall be set by the Plan Sponsor at a rate which the Plan
Sponsor deems reasonable at the time the loan is made for a fully secured loan
and which is consistent with Department of Labor regulations.

(e) REPAYMENT AND DEFAULT.

(1) A loan made under this Plan shall require
that repayment be made in substantially level installments (not less frequently
than quarterly) through payroll withholding while an eligible person is an
active Employee and through such other means as the Plan Sponsor deems
appropriate for an eligible person who is not an active Employee.

(2) The events of default shall be set forth in
the promissory note and security agreement which evidences the loan. Such
events may include the following:

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<PAGE> 42
Article VI: Plan Benefits

(i) an eligible person's employment as an
Employee terminates for any reason whatsoever unless, for loans made after
October 18, 1989, such person remains a "party in interest" with respect to
this Plan following his termination of employment,

(ii) the Trustee concludes that the eligible
person no longer is a good credit risk, or

(iii) to the extent permissible under federal
law, the eligible person's obligation to repay the loan has been discharged
through a bankruptcy or any other legal process or action which did not
actually result in payment in full.

Upon the existence or occurrence of an event of default, the loan may
become due and payable in full and, if such loan is not actually repaid in
full, shall be cancelled on the books and records of the Plan and the amount
otherwise distributable to such eligible person under this Plan shall be
reduced as of the date his Account otherwise becomes distributable by the
principal amount of the loan then due plus any accrued but unpaid interest.
Such principal and interest shall be determined without regard to whether the
loan had been discharged through a bankruptcy or any other legal process or
action which did not actually result in payment in full; however, interest
shall continue to accrue on such loan only to the extent permitted under
applicable law. Notwithstanding the foregoing, cancellation of the amount
distributable to a person under this Section 6.6(e)(2) shall not occur until a
distributable event occurs under the Plan. In the event a default occurs
before a distributable event, the Plan Sponsor shall take such other steps to
cure the default as it deems appropriate under the circumstances to preserve
Plan assets.

(3) Any loan made under this Plan shall be
subject to such other terms and conditions as the Plan Sponsor from time to
time shall deem necessary or appropriate, including the condition that the
eligible person execute an applicable financing statement and the condition
that he reimburse this Plan for the reasonable expenses which this Plan incurs
to make and service such loan.

(4) The terms and conditions of each loan shall
be set forth in the promissory note and security agreement evidencing such
loan.

(f) MECHANICS. A loan to an eligible person under this
Plan shall be made from his Account as of any date acceptable to the Plan
Sponsor and the Trustee. The individual may specify, under procedures
prescribed by the Plan Sponsor, the Account investments from which the loan
proceeds shall be

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<PAGE> 43
Article VI: Plan Benefits

withdrawn. If the Account investments so specified by the individual are less
than the principal amount of the loan, the balance of the loan proceeds may be
withdrawn from other Account investments, in accordance with the Plan Sponsor's
administrative policy. Solely to the extent required for record-keeping
purposes, the loan proceeds shall be debited first from his Rollover Account,
second from the portion of his Before-Tax Account that was subject to a
Matching Contribution, third from the portion of his Before-Tax Account that
was not subject to a Matching Contribution, and finally from his Matching
Account; repayments shall be credited to those Accounts in the reverse order.
Such loan shall be an asset of his Account and the interest paid on such loan
shall be credited to such Account.

(g) SPECIAL POWERS. The Plan Sponsor shall have the
power to take such action as the Plan Sponsor deems necessary or appropriate to
stop the payment of an Account to or on behalf of an eligible person who fails
to repay a loan (without regard to whether his obligation to repay such loan
had been discharged through a bankruptcy or any other legal process or action)
until his Account has been reduced by the principal due (without regard to such
discharge) on such loan or to distribute the note which evidences such loan in
full satisfaction of any interest in such Account which is attributable to the
unpaid balance of such loan.

6.7 NO IN-SERVICE WITHDRAWALS. No Participant shall have the
right to withdraw (by reason of hardship or otherwise) all or any portion of
his Account before an event specified in Section 6.4(a).

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<PAGE> 44
ARTICLE VII

BENEFIT DISTRIBUTION

7.1 METHOD. The vested portion of a Participant's Account shall
be paid in a single sum to him or, in the case of his death, to his
Beneficiary, and such payment may (pursuant to Section 6.6(g)) include
distribution of the Participant's note which evidences a loan under Section
6.6.

7.2 DISTRIBUTION DEADLINES.

(a) GENERAL RULE. The vested portion of a Participant's
Account shall be payable to him as soon as practicable after the first
Valuation Date which follows the event specified in Section 6.4(a).

(b) $3500 OR LESS. If the vested portion of a
Participant's Account is $3500 or less and has not exceeded $3,500 at the time
of any prior distributions, such vested portion automatically shall be paid to
such Participant as of the earliest date permitted under Section 7.2(a).

(c) MORE THAN $3500. If the vested portion of a
Participant's Account exceeds (or at the time of any prior distribution
exceeded) $3500, distribution of such Account at any time before the
Participant reaches Normal Retirement Age shall be subject to the Participant's
consent. A failure to consent to payment at the earliest date payment is
permitted under Section 7.2(a) shall result in the postponement of such
payment until the Participant dies, reaches Normal Retirement Age or terminates
employment as an Employee, whichever occurs last. If a Participant has
terminated employment as an Employee on or before his Normal Retirement Age,
the payment of the vested portion of his Account shall be made to him no later
than 60 days after the end of the Plan Year which includes the date he reaches
Normal Retirement Age.

(d) STATUTORY DEADLINES.

(1) PARTICIPANT.

(i) INITIAL DISTRIBUTION. Notwithstanding
Section 7.2(c), the entire vested portion of a Participant's Account shall be
paid to him in a single sum on or before his "required beginning date." For
purposes of determining the amount of the initial distribution under this
Section 7.2(d)(1), a Participant's Account shall be determined as of the most
recent Valuation Date for which valuations have been completed preceding the
"required beginning date."

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<PAGE> 45
Article VII: Benefit Distribution

(ii) REQUIRED BEGINNING DATE. Except as
otherwise provided in this Section 7.2(d)(1)(ii), a Participant's "required
beginning date" shall be the April 1 following the calendar year in which he
reaches age 70 1/2.

If a Participant continues in employment after his "required beginning
date," any additional amounts credited to his Account shall be paid to him each
calendar year thereafter in a single sum on or before December 31 of such year.

(2) BENEFICIARY. Upon the death of a
Participant, the entire vested portion of his Account shall (regardless of any
request made by the Beneficiary) be paid to his Beneficiary in a single sum
before the date which is the first anniversary of the Participant's date of
death.

7.3 DIRECT ROLLOVER.

(a) Effective January 1, 1993, a Participant or
"distributee" may elect at any time to have any portion of an "eligible
rollover distribution" paid in a direct rollover to the trustee or custodian of
an "eligible retirement plan" specified by the Participant or distributee,
whichever is applicable. Payment of a direct rollover in the form of a check
payable to the trustee or custodian of an eligible retirement plan, for the
benefit of the Participant or distributee, may be mailed to the Participant or
distributee.

(b) For purposes of this Section 7.3, the following
terms shall have the following meanings:

(1) "Distributee" means a surviving spouse or a
spouse or former spouse who is an alternate payee under a Qualified Domestic
Relations Order defined in section 414(p) of the Code.

(2) "Eligible retirement plan" means an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code that accepts an eligible rollover
distribution; provided that if the distributee is a surviving spouse, an
eligible retirement plan means an individual retirement account or individual
retirement annuity.

(3) "Eligible rollover distribution" means any
distribution of all or a portion of the Participant's Account, but does not
include a distribution to the extent it is required under section 401(a)(9) of
the Code.

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Article VII: Benefit Distribution

7.4 CLAIM FOR BENEFIT. Subject to Section 7.2(b), as a condition
to the payment of any benefit under this Plan, a claim for such benefit must
be filed with the Plan Sponsor on the related Election Form, and all such
claims (and any other claims by a Participant, former Participant or
Beneficiary) shall be processed in accordance with the claims procedure set
forth in the summary plan description for this Plan.

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

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<PAGE> 47
ARTICLE VIII

NAMED FIDUCIARIES AND PLAN SPONSOR

8.1 NAMED FIDUCIARIES. The Plan Sponsor shall be the "named
fiduciary" responsible for the control, management and administration of this
Plan.

8.2 ALLOCATION AND DELEGATION BY NAMED FIDUCIARIES. The Plan
Sponsor may by written instrument filed with the records of this Plan designate
a person who is not a Named Fiduciary to carry out any of its responsibilities
under this Plan, other than the responsibilities of the Trustee in the
management and control of the Trust Fund; provided, however, that no such
allocation or designation shall be effective until such person has consented to
such designation.

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

8.4 DUAL FIDUCIARY CAPACITIES. Any person may serve in more than
one fiduciary capacity with respect to this Plan, and a fiduciary may be a
Participant provided such person otherwise satisfies the requirements for
participation under this Plan.

8.5 PLAN SPONSOR POWER AND DUTIES.

(a) GENERAL. The Plan Sponsor or its delegate shall have
the exclusive responsibility and complete discretionary authority to control
the operation, management and administration of this Plan, with all powers
necessary to enable it properly to carry out such responsibilities, including
(but not limited to) the power to construe this Plan and the Trust Agreement,
to determine eligibility for benefits, to resolve all interpretive,
operational, equitable and other questions that arise under this Plan and to
settle disputed claims. The decisions of the Plan Sponsor on all matters
within the scope of its authority shall be final and binding upon all parties
to this instrument, participants, their spouses and beneficiaries.

(b) RECORDS. All acts and determinations of the Plan
Sponsor or its delegate shall be duly recorded and all such records, together
with such other documents as may be necessary for the administration of this
Plan, shall be preserved in the custody of the Plan Sponsor.

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Article VIII: Named Fiduciaries and Plan Sponsor

(c) INFORMATION. Each Employer shall supply the Plan
Sponsor with complete and timely information regarding employment data for
each Employee and Participant including, but not limited to, his Compensation,
date of death or other termination of employment and such other information as
may be required by the Plan Sponsor.

(d) RELIANCE. The officers and directors of each
Employer shall be entitled to rely upon all information and data contained in
any certificate or report or other material prepared by any accountant,
attorney or other consultant or adviser selected by the Plan Sponsor to perform
services on behalf of this Plan.

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

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<PAGE> 49
ARTICLE IX

TRUST FUND AND TRUSTEE

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

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<PAGE> 50
ARTICLE X

AMENDMENT AND TERMINATION

10.1 AMENDMENT. The Plan Sponsor shall have the right at any time
and from time to time to amend this Plan in any respect by action of its Board,
provided that no amendment shall be made which would divert any of the assets
of the Trust Fund to any purpose other than the exclusive benefit of
Participants and Beneficiaries, except that this Plan may be amended
retroactively to affect the Accounts maintained for any person if necessary to
cause this Plan and the Trust Fund to be exempt from income taxes under the
Code.

10.2 TERMINATION. The Plan Sponsor reserves the right to terminate
or to partially terminate this Plan or to declare a discontinuance of
contributions to this Plan at any time by action of its Board, and the Plan
Sponsor reserves the right to terminate or to partially terminate the
participation in this Plan by any Employer by action of its Board.
Furthermore, an Employer's participation in this Plan automatically shall
terminate if, and at such time as, its status as an Employer terminates for any
reason whatsoever (other than through a merger or consolidation into another
Employer). If there is a termination or partial termination of this Plan or a
declaration of a discontinuance of contributions to this Plan, the Accounts of
all affected Participants who are Employees as of the date of such termination,
partial termination or declaration shall become fully vested.

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

- 39 - Savings Incentive Plan
<PAGE> 51
ARTICLE XI

MISCELLANEOUS

11.1 SPENDTHRIFT CLAUSE. Subject to Section 11.10, no Account,
benefit, payment or distribution under this Plan shall (except to the extent
permitted by law) be subject to the claim of any creditor of a Participant or
Beneficiary, or to any legal process by any creditor of such person, and no
Participant or Beneficiary shall have any right to alienate, commute,
anticipate, or assign all or any portion of his Account, benefit, payment or
distribution under this Plan except under Section 6.6 (Loans).

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

11.3 BENEFITS SUPPORTED ONLY BY TRUST FUND. Any person having any
claim for any benefit under this Plan shall look solely to the assets of the
Trust Fund for the satisfaction of such claim. In no event will the Plan
Sponsor, or an Employer, or any of their employees, officers, or directors, be
liable in their individual capacities to any person whomsoever for the payment
of benefits under this Plan.

11.4 DISCRIMINATION. The Plan Sponsor shall administer this Plan
in a uniform and consistent manner with respect to all similarly situated
Employees, Participants, spouses and Beneficiaries, including adopting such
administrative or other rules as the Plan Sponsor in its discretion deems
appropriate for any such persons affected by circumstances such as a sale,
acquisition, merger, reorganization, facility closing, layoff, work force
reduction or other similar event or transaction; provided, however, the Plan
Sponsor shall not permit any discrimination in favor of highly compensated
employees (within the meaning of Code Section 414(q)) which would be
prohibited under Code Section 401(a). If for any Plan Year the Plan Sponsor
determines that following the terms of the Plan would result in a failure to
coverage requirements under Code Section 410(b), the Plan Sponsor shall take
such action as it deems appropriate under the circumstances to prevent such
failure.

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<PAGE> 52
Article XI: Miscellaneous

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

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

(a) as expressly provided otherwise in Section 5.4(b)(3)
with respect to a Section 415 suspense account;

(b) a contribution which is made by the Plan Sponsor by a
mistake of fact upon direction of the Plan Sponsor shall be refunded by the
Trustee to the Plan Sponsor within one year after the payment of such
contribution;

(c) if the Internal Revenue Service determines that this
Plan initially fails to satisfy the requirements of Code Section 401(a) and
related sections, all contributions made to this Plan, plus any investment
gains and less any such losses, shall be refunded to the Plan Sponsor or, as
for contributions made under Section 5.1, to the Participant on whose behalf
the contribution was made; and

(d) a contribution for which the Internal Revenue Service
denies an income tax deduction to the Plan Sponsor or an Employer shall be
refunded by the Trustee to the Plan Sponsor within one year after the denial of
such deduction upon the Plan Sponsor's direction, all such contributions being
made expressly on the condition that such contributions are deductible in full
for federal income tax purposes.

11.7 MERGER OR CONSOLIDATION. In the case of any merger or
consolidation of this Plan with, or transfer of assets or liabilities of this
Plan to, any other employee benefit plan, each person for whom an Account is
maintained shall be entitled to receive a benefit from such plan, if it is then
terminated, which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer,
if this Plan had been terminated; provided, no assets shall be transferred
directly to this Plan which are attributable to contributions which are subject
to the joint and survivor annuity requirements of Code Section 417.

- 41 - Savings Incentive Plan
<PAGE> 53
Article XI: Miscellaneous

11.8 REPORTING AND DISCLOSURE. The Plan Administrator shall
satisfy any reporting and disclosure requirements applicable to this Plan under
the Code or ERISA.

11.9 TOP HEAVY PLAN.

(a) DETERMINATION. The Plan Sponsor as of each June 30
shall determine the sum of the present value of the accrued benefits of "key
employees" (as defined in Code Section 416(i)(1)) and the sum of the present
value of the accrued benefits of all other employees in accordance with the
rules set forth in Code Section 416(g) or shall take such other action as the
Plan Sponsor deems appropriate to conclude that no such determination is
necessary under the circumstances. If the sum of the present value of the
accrued benefits of such key employees exceeds 60% of the sum of the present
value of the accrued benefits of all employees as of any June 30, this Plan
shall be "top heavy" for the Plan Year which begins on the immediately
following July 1. For purposes of this Section 11.9 the present value of the
accrued benefit of each employee shall be equal to the sum of (1) and (2),
where

(1) equals the balance of his Account under this
Plan (determined for this purpose as of each June 30), including the value of
any distributions made during the 5 year period ending on such date and any
contributions due but as yet unpaid as of such date and

(2) equals the present value of his accrued
benefit, if any, (determined as of the valuation date which coincides with or
precedes the determination date for such plan) under

(A) each qualified plan (as described in
Code Section 401(a)) maintained by an Affiliate (i) in which a key employee is
a participant or (ii) which enables any plan described in subclause (i) to meet
the requirements of Code Section 401(a)(4) or Section 410, and

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

- 42 - Savings Incentive Plan
<PAGE> 54
Article XI: Miscellaneous

(b) SPECIAL TOP HEAVY PLAN RULES. If the Plan Sponsor
determines that this Plan is "top heavy" for any Plan Year, the special rules
set forth in this Section 11.10 shall apply notwithstanding any other rules
to the contrary set forth elsewhere in this Plan.

(1) A contribution shall be made for such Plan
Year for each Employee who is an Eligible Employee on the last day of such year
which is equal to the lesser of (A) 4% of his "compensation" (as defined for
purposes of Section 5.4(b)) for such year or (B) the percentage at which
contributions are made (or are required to be made) for such year to the key
employee for whom such percentage is the highest. For Plan Years beginning
before 1989, the contribution actually, credited for such Plan Year to such
Participant's Before-Tax Employee Account and his Matching Account shall be
treated as an employer contribution for purposes of satisfying the minimum
contribution under Code Section 416.

(2) The Plan Sponsor shall take such action as
necessary to satisfy the requirements of Code Section 415(e) and Code Section
416(h) if it (following the procedure set forth in this Section 11.9)
determines that this Plan fails to meet the requirements set forth in Code
Section 416(h)(2)(B).

11.10 QUALIFIED DOMESTIC RELATIONS ORDER. In accordance with
uniform and nondiscriminatory procedures established by the Plan Sponsor from
time to time, the Plan Sponsor upon the receipt of a domestic relations order
which seeks to require the distribution of a Participant's Account in whole or
in part to an "alternate payee" (as that term is defined in Code Section
414(p)(8)) shall

(1) promptly notify the Participant and such "alternate
payee" of the receipt of such order and of the procedure which the Plan Sponsor
will follow to determine whether such order constitutes a "qualified domestic
relations order" within the meaning of Code Section 414(p),

(2) determine whether such order constitutes a "qualified
domestic relations order" and notify the Participant and the "alternate payee"
of the results of such determination and,

(3) if the Plan Sponsor determines that such order does
constitute a "qualified domestic relations order", distribute to such
"alternate payee" called for under the terms of such order the amount called
for under the order in a single sum within 60 days of the date such order is
determined to constitute a qualified domestic relations order without regard to
whether a distribution would be permissible to the Participant at such time
under this Plan.

- 43 - Savings Incentive Plan
<PAGE> 55
Article XI: Miscellaneous

The determinations and the distribution made by, or at the direction
of, the Plan Sponsor under this Section 11.10 shall be final and binding on
the Participant and on all other persons interested in such order. An
"alternate payee" under this Section 11.10 shall not be an eligible person
for purposes of obtaining a loan pending the distribution of such alternate
payee's entire interest under this Plan.

IN WITNESS WHEREOF, Lanier Worldwide, Inc. has caused its duly authorized
officers to execute and affix its seal to this Plan this /S/ 28 day of June,
1994.

LANIER WORLDWIDE, INC.

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

(CORPORATE SEAL)
ATTEST: /s/ Michael Kelly

1034206

- 44 - Savings Incentive Plan
<PAGE> 56

EXHIBIT A
<PAGE> 57
ATTACHMENT 1- TO EXHIBIT A

TO THE

LANIER WORLDWIDE, INC. SAVINGS INCENTIVE PLAN

FORMER LBP PARTICIPANTS

ARTICLE I

APPLICATION

This Attachment 1 shall apply only to those Participants who are Former LBP
Participants and shall describe the provisions of the Harris/LBP Plan for
periods before October 1, 1989.

ARTICLE II

DEFINITIONS

The terms in this Section 1-2 shall have the meanings set forth opposite such
terms for purposes of this Attachment 1 and this Plan. Except as provided in
this Section 1-2, a capitalized term shall have the meaning set forth in the
Plan.

(a) ELIGIBLE EMPLOYEE - means for periods before October 1, 1989, an
Employee who is employed by a Participating LBP Company other than

(i) an Employee who is classified on the personnel records of any
Participating LBP Company as employed on a temporary, summer, or
casual part-time position for short term work load, which employment
is intended to terminate upon completion of the assignment for which
he was employed,

(ii) an Employee who is treated as such solely by reason of the
"leased employee" rules set forth in Code Section 414(n),

(iii) an Employee who is a member of (or who is represented by) a
collective bargaining unit which has failed to reach an agreement with
his Participating LBP Company that he be eligible to participate in
this Plan,

(iv) an Employee who is a non-resident alien and who receives no
earned income from a Participating LBP Company from sources within the
United States (as described more fully in Code Section 410(b)(3)(C)),
and
<PAGE> 58
(v) an Employee who works primarily outside the United States and
who is paid under a payroll system which is not linked electronically
to the payroll system for LBP Employees who work primarily within the
United States.

(b) EMPLOYEE - means for periods before October 1, 1989 a person who was
an employee of LBP or an entity which would be considered a single employer
with LBP under Code Section 414.

(d) LBP - means Lanier Business Products, Inc.

(e) MAXIMUM DEFERRAL PERCENTAGE - means for each Former LBP Participant
for periods before October 1, 1989, 10%.

(f) PARTICIPATING LBP COMPANY - means LBP, the Executive Conference
Center, Inc. and Lanier Financial Services, Inc.

(g) YEARS OF SERVICE - means for an Employee's "years of service" as
determined under Section 3.48 of the Plan as if all employment with LBP or an
entity which would have been would have been considered a single employer with
LBP under Code Section 414 before October 1, 1989 was employment as an
Employee under the Plan.

ARTICLE III

MATCHING CONTRIBUTION

Subject to the limitations of Section 5.4 (Limitations on Allocations), LBP on
behalf of each Participating LBP Company shall (as soon as practicable after
the end of each Plan Quarter) make a Matching Contribution from the current or
accumulated Earnings and Profits of all Participating LBP Companies for the
Plan Quarter ending September 30, 1989 on behalf of each Former LBP Participant
who is an Eligible Employee on that date and on whose behalf contributions were
credited as of such date to his Before-Tax Account. Such Matching Contribution
shall not exceed 25% of the Before-Tax Contributions contributed for such Plan
Quarter and credited to his Before-Tax Account as of such date which do not
exceed 6% of his Compensation (as defined in Section 3.11(a)) for such Plan
Quarter.

- 2 -
<PAGE> 59
ATTACHMENT 2 TO EXHIBIT A

TO THE

LANIER WORLDWIDE, INC. SAVINGS INCENTIVE PLAN

FORMER BSD PARTICIPANTS

Section 2-1.

APPLICATION

This Attachment 1 shall apply only to those Participants who are Former BSD
Participants.

Section 2-2.

DEFINITIONS

The terms in this Section 2-2 shall have the meanings set forth opposite such
terms for purposes of this Attachment 1 and this Plan. Except as provided in
this Section 2-2, a capitalized term shall have the meaning set forth in the
Plan.

1-1.1. FORMER BSD PARTICIPANT - means a person who was a Former LBP
Participant as described in Attachment 1 to Exhibit A who was employed in the
Business Systems Division and whose employment was involuntarily terminated
after January 1, 1990 or who transferred to Syntrex, Inc. after January 26,
1990 but before March 1, 1990 as a result of the sale of assets between Harris
Corporation and Syntrex, Inc.

Section 2-3.

TERMINATION BENEFITS

2-3-1 FULL VESTING. Each Former BSD Participant shall be fully vested in his
Matching Account. If a Former BSD Participant is reemployed as an Eligible
Employee, he shall not receive credit (for vesting purposes) for employment
with Syntrex, Inc. with respect to any contributions allocated to his Matching
Account under this Plan after his reemployment.

2-3-2 DISTRIBUTION/TRANSFER. If a Former BSD Participant is transferred to
Syntrex, Inc., such Participant shall be eligible to elect an immediate lump
sum
<PAGE> 60
benefit by filing with the Plan Sponsor a properly completed election form on
or before February 10, 1990.

If a Participant fails to elect an immediate benefit on or before February 10,
1990, such Participant's Account shall be transferred to the Syntrex Employee
Savings Plan which shall assume all liabilities of this Plan with respect to
such Participant.

1034206

1034206 - 2 -
<PAGE> 61

AMENDMENT NO. 1
TO
LANIER WORLDWIDE, INC. SAVINGS INCENTIVE PLAN

Section 1

History and Effective Date
--------------------------

This Amendment No. 1 amends the Lanier Worldwide, Inc. Savings
Incentive Plan (the "Plan"), as amended and restated June 28, 1994. This
amendment to the Plan is adopted on January /s/ 20, 1995, and shall be
effective as of January 1, 1995.

Section 2

Amendment
---------

1. Article I of the Plan is amended by adding at the end thereof:

The Plan as amended and restated on June 28, 1994,
was further amended as of January 1, 1995, to include a
provision clarifying the procedures for granting credit for
prior service with an unaffiliated corporation for purposes of
participation and vesting.

2. Article III of the Plan is amended by deleting subsection (d)
of section

3.50 and substituting the following therefor:

(d) Except as provided in (e) below, a period of
employment that an Employee has completed as an
employee of an organization prior to the time at which
such organization becomes an Affiliate of the Plan
Sponsor ("Prior Service") will be recognized as service
for purposes of the Participation Requirement and/or
vesting under this Plan only to the extent provided in
the corporate documents governing the acquisition of the
stock or assets of such organization. For this purpose,
credit for Prior Service with the organization
shall be computed
<PAGE> 62
2

in accordance with the provisions of this subsection,
on the basis of the employment records provided by
such organization to the Plan Sponsor. If the
corporate documents governing an acquisition provide
credit for Prior Service, such prior service with the
organization shall be recognized for purposes of both
the Participation Requirement and vesting under this
Plan, unless otherwise provided in such corporate
documents.

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

LANIER WORLDWIDE, INC.

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

(CORPORATE SEAL)

ATTEST: /s/ J. M. Kelly
<PAGE> 63
AMENDMENT NO. 2

LANIER WORLDWIDE, INC.

SAVINGS INCENTIVE PLAN

Section 1

HISTORY AND EFFECTIVE DATE

This Amendment amends the Lanier Worldwide, Inc. Savings Incentive
Plan, as amended and restated effective June 28, 1994 (the "Plan"), and as
further amended as of January 1, 1995. This second amendment to the Plan is
adopted by unanimous consent of the Board of Directors without a meeting and
shall be effective October 1, 1995.

Section 2

AMENDMENT

1. Section 6.6 of the Plan is amended by deleting subsection (f)
thereof and substituting the following therefor:

(f) A loan to an eligible person under this Plan shall be
made from his Account as of any date acceptable to the Plan
Sponsor and the Trustee. The Account investments from which
the loan proceeds shall be withdrawn and the Account
investments to which loan repayments shall be credited shall
be determined under procedures authorized by the Plan Sponsor.
A participant's loan shall be an asset of his Account; all
interest paid on such loan shall be credited to his
Account.
<PAGE> 64
IN WITNESS WHEREOF, Lanier Worldwide, Inc. has caused its duly
authorized officers to execute and affix its seal to this Amendment.

LANIER WORLDWIDE, INC.

/s/ September 22, 1995 By: /s/ Wesley E. Cantrell
----------------------------------
President and Chief Executive Officer

(CORPORATE SEAL)

ATTEST:

/s/ J. M. Kelly

- 2 -
<PAGE> 65
RESOLUTION OF THE BOARD OF DIRECTORS OF

LANIER WORLDWIDE, INC.

BY UNANIMOUS WRITTEN CONSENT
----------------------------

The undersigned, a member of the Board of Directors of Lanier
Worldwide, Inc., does hereby adopt the following resolution. When this
resolution has been submitted, or executed in counterpart, by all of the
members of the Board of Directors of Lanier Worldwide, Inc., the resolution
shall take effect.

RESOLVED, that the Lanier Worldwide, Inc. Savings Incentive Plan (the
"Plan") be, and hereby is, amended as follows:

1. Article I is amended by adding the following at the end
thereof:

"The Plan was further amended on /s/ March 8, 1996, to contain
provisions with respect to the investment of Participant's Accounts in
common stock of Harris Corporation."

2. New sections 3.30, 3.31 and 3.32 are added to read as follows
and the existing Sections 3.30 through 3.50 are renumbered Sections 3.33
through 3.53, respectively.

"3.30 HARRIS STOCK ACCOUNT -- means the bookkeeping
subaccount maintained as part of a Participant's Account to show
his vested interest in the Harris Stock Fund.

3.31 HARRIS STOCK FUND -- means the Fund that is designed to
be invested in qualifying employer securities within the meaning of
Section 407

<PAGE> 66
of ERISA, as it applies to an eligible individual account plan.

3.32 HARRIS STOCK MATCHING ACCOUNT -- means the portion of
the Matching Contributions made on the Participant's behalf invested in the
Harris Stock Fund."

3. Section 5.1(a) is amended to add the following after the first
sentence thereof:

"For Before-Tax Contributions invested in
the Harris Stock Fund, the normal form of contribution shall be in
cash, to be invested in common stock of Harris Corporation; provided,
however that the Employer, in its discretion, may make the
Contribution in common stock of Harris Corporation, which may be
contributed at a discount from fair market value. The Trustee is
authorized to purchase Harris Corporation common stock in the open
market, and to give effect to the discount, if any, that has been
established from time to time by the Plan Sponsor by allocating shares
to Participants' Accounts in addition to the number of shares
purchased on the open market by means of a given contribution."

4. Section 5.3(a) is deleted and a new Section 5.3(a) is added to
read as follows:

"(a) AMOUNT. Subject to the rules set forth in this
Section 5.3 and Section 5.4 (Limitations on Allocations), the Plan
Sponsor shall make a Matching

- 2 -
<PAGE> 67

Contribution on behalf of each Employer from Earnings and Profits of
all Employers for the preceding Plan Quarter. Such Matching
Contribution shall be made for on behalf of each Participant for each
pay period and shall be equal to 50 percent of the Matched Deferrals
contributed on the Participant's behalf for the pay period.

The normal form of Matching Contribution for Before-Tax
Contributions invested in the Harris Stock Fund shall be in cash, to
be invested in common stock of Harris Corporation; provided, however
that the Plan Sponsor, in its discretion, may make the Contribution
in common stock of Harris Corporation, which may be contributed at a
discount from fair market value, provided that the fair market value
of all Matching Contributions does not exceed the Earnings and Profits
of all Employers from the preceding Plan Quarter."

5. Section 5.3(c) is deleted and a new Section 5.3(c) is added to
read as follows:

"(c) TIMING. The Matching Contribution shall be made as
soon as practicable after the Before-Tax Contribution is credited to the
Participants Before-Tax Account, but no less frequently than quarterly."

6. Section 5.3(d) is deleted and a new Section 5.3(d) is added to
read as follows:

"(d) INSUFFICIENT EARNINGS AND PROFITS. If the Employers
have

- 3 -

<PAGE> 68
insufficient Forfeitures and Earnings and Profits for the preceding
Plan Quarter to make the full contribution called for under Section
5.3(a), the Plan Sponsor may make no contribution or a smaller
contribution for the Plan Quarter."

7. Section 5.7 is redesignated section 5.8 and a new section 5.7
is added as follows:

"Section 5.7 SPECIAL RULES CONCERNING HARRIS STOCK FUND.
Notwithstanding any other provisions to the contrary, the following
rules shall apply to investments in the Harris Stock Fund:

(a) AVAILABILITY. Only Before-Tax Contributions
and Matching Contributions made with respect to Compensation earned on
or after April 1, 1996, may be invested in this fund. For any Plan
Year, the Before-Tax Contributions invested in this fund on behalf of
a Participant in each Plan Year shall equal no more than one percent
of the Participant's Compensation for such Plan Year. An election to
invest in the Harris Stock Fund shall take effect as soon as
administratively feasible after the election is received.

(b) RESTRICTIONS ON TRANSFERS. A Participant may
not transfer amounts from other Investment Funds to the Harris Stock
Fund. Any contributions invested in this Fund must remain in this
fund for a minimum of 36 months, provided that amounts invested in
this fund may be

- 4 -
<PAGE> 69

distributed to the Participant before the expiration of the 36-month
period, if the Participant is otherwise entitled to a distribution
under the Plan.

(c) DIVIDENDS. A Participant's allocable share
of cash dividends (and other cash earnings) credited to the Harris
Stock Fund, will be reinvested in the Harris Stock Fund unless the
Participant elects with respect to the dividends credited to his
Account for a quarter to invest such cash dividends (and other cash
earnings) among the Investment Funds other than the Harris Stock Fund.
Each election shall be completed by following the appropriate
procedure pursuant to Section 5.6. Dividends paid in the form of
stock shall be retained in a Participant's Account until liquidated,
in the sole discretion of the Trustee. Such liquidated dividends
shall be cash earnings subject to investment elections in accordance
with this subsection of the Plan.

(d) CONTRIBUTIONS. The normal form of
contribution for amounts invested in the Harris Stock Fund shall be in
cash; provided, however, that the Employer, in its discretion, may
make the contribution in common stock of Harris Corporation, which may
be contributed at a discount from fair market value. The Trustee is
authorized to purchase common stock of Harris Corporation in the open
market, and to give effect to the discount, if any, that has been
established from time to time by allocating shares to Participant's
Accounts in addition to the number of shares purchased on the open
market by means of a given contribution.

- 5 -
<PAGE> 70

Elections to invest in the Harris Stock Fund shall be given effect as
soon as practicable.

(e) DISTRIBUTIONS. Distributions from the Harris
Stock Fund shall be in the form of cash or shares of Harris Stock at
the election of the Participant. Fractional sharesand distributions
of a de minimis amount as determined by the Plan Sponsor or its
delegate shall be paid in cash.

(f) VOTING. Participants may submit non-binding
proxies to the Trustee, which will vote the shares in the Harris Stock
Fund in the exercise of its sole discretion."

10. Section 7.1 of the Plan is amended to add the following at the
end thereof:

"A Participant may elect to receive any amount invested in the
Harris Stock Fund in the form of stock; provided that fractional
shares and distribution of a de minimis amount as determined in the
sole discretion of the Plan Sponsor or its delegate shall be paid in
cash."

A restatement of the Plan to incorporate these amendments and
its execution by a duly authorized officer are hereby authorized.

- 6 -
<PAGE> 71
IN WITNESS WHEREOF, Lanier Worldwide, Inc. has caused this amendment
to be executed and its seal to be affixed and attested by its duly authorized
officers as of the effective date hereof.

LANIER WORLDWIDE, INC.

/s/ March 8, 1996 By: /s/ P. W. Farmer
-----------------------
/s/ March 7, 1996 /s/ W. E. Cantrell
-----------------------
/s/ March 7, 1996 /s/ B. R. Roub
-----------------------

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