HARRIS CORP /DE/ (Form: S-3, Received: 09/03/2003 17:32:19)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 2003

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Harris Corporation

(Exact name of registrant as specified in its charter)


Delaware		34-0276860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1025 West NASA Boulevard

Melbourne, Florida 32919

(321) 727-9100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott T. Mikuen, Esq.

Vice President — Counsel,

Corporate & Commercial Operations, Assistant Secretary

HARRIS CORPORATION

1025 West NASA Boulevard

Melbourne, Florida 32919

(321) 727-9100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


T. Malcolm Graham, Esq. Holland & Knight LLP 50 North Laura Street, Suite 3900 Jacksonville, Florida 32202 (904) 353-2000		Andrew J. Pitts, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE






Title Of Each Class		Proposed Maximum	Proposed Maximum	Amount of
Of Securities To Be	Amount To Be	Offering Price Per	Aggregate Offering	Registration
Registered	Registered(1)(2)	Unit(1)(2)	Price(1)(2)(3)	Fee(4)


Debt Securities(5)

Preferred Stock, without par value(6)

Common Stock, par value $1.00 per share and related preferred stock purchase rights(6)(7)(8)

Depositary Shares(6)(9)

Stock or Debt Warrants(10)

Total	$500,000,000		$500,000,000	$40,450

(Notes Continued on Next Page)

(Continued From Previous Page)

(1) There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock of the registrant, such indeterminate number of depositary shares of the registrant, such indeterminate number of warrants to purchase debt securities, shares of preferred stock and shares of common stock of the registrant, and such indeterminate principal amount of debt securities of the registrant, as shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the debt securities registered shall include such additional debt securities as may be necessary such that the aggregate initial public offering price of all securities issued pursuant to this registration statement will equal $500,000,000. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum initial offering prices per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement.

(2) Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933.

(3) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933. No additional consideration will be received for common stock, preferred stock or debt securities that are issued upon conversion into or exchange for or exercise of preferred stock, depositary shares or debt securities.

(4) Pursuant to Rule 457(o) under the Securities Act of 1933, the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered. A filing fee of $139,000 was previously paid in connection with $500,000,000 of unsold securities registered under a registration statement on Form S-3 (Registration No. 333-66241) initially filed by the registrant on October 28, 1998. Accordingly, pursuant to Rule 457(p) under the Securities Act of 1933, the registrant is offsetting $40,450 of the previously paid filing fees against the total filing fee of $40,450 due in connection with the filing of this registration statement. Accordingly, no filing fee is paid herewith.

(5) Including such indeterminate amount of debt securities as may from time to time be issued (i) at indeterminate prices or (ii) upon conversion into or exchange for or exercise of other debt securities, shares of preferred stock or warrants registered hereunder, to the extent any of such debt securities, shares of preferred stock or warrants are, by their terms, convertible into or exchangeable or exercisable for debt securities.

(6) In addition to any shares of preferred stock, depositary shares or shares of common stock that may be issued directly under this registration statement, there are being registered hereunder an indeterminate number of shares of preferred stock, depositary shares or shares of common stock as may from time to time be issued (i) at indeterminate prices or (ii) upon conversion or exchange of debt securities, shares of preferred stock or depositary shares, or upon the exercise of warrants, as the case may be. No separate consideration will be received for any shares of preferred stock, depositary shares or shares of common stock so issued upon conversion or exchange of preferred stock, depositary shares or debt securities.

(7) Including such indeterminate number of shares of common stock as the registrant may elect from time to time to issue in connection with the payment of dividends on preferred stock, to the extent dividends on any of such shares of preferred stock are, by their terms, able to be satisfied by the issuance of shares of common stock.

(8) This registration statement also relates to preferred stock purchase rights which are attached to all shares of common stock. Prior to the occurrence of certain events, the preferred stock purchase rights are not exercisable, are evidenced by the certificates representing the common stock and are transferred with and only with the common stock. The value attributable to the rights, if any, is reflected in the value of the common stock and no separate consideration is to be received for the rights.

(9) Subject to footnote (1), there are being registered hereunder an indeterminate number of depositary shares to be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and the shares of preferred stock will be issued to the depositary under the deposit agreement.

(10) Warrants to purchase debt securities, preferred stock or common stock of the registrant may be sold separately or with debt securities, preferred stock or common stock of the registrant.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2003

PROSPECTUS

Harris Corporation

$500,000,000

(HARRIS LOGO)

Debt Securities, Preferred Stock, Common Stock,

Depositary Shares and Warrants

By this prospectus, Harris may offer from time to time, separately or together, in one or more series, a total of up to $500,000,000 of securities, which may include:

• debt securities

• shares of preferred stock

• shares of common stock

• fractional interests in shares of preferred stock represented by depositary shares

• warrants to purchase debt securities

• warrants to purchase shares of preferred stock

• warrants to purchase shares of common stock

When we decide to sell particular securities, we will provide you with the specific terms and the public offering price of the securities we are then offering in one or more prospectus supplements to this prospectus. The prospectus supplement may add to, change or update information contained in this prospectus. The prospectus supplement may also contain important information about U.S. Federal income tax consequences. You should read this prospectus, together with any prospectus supplements and information incorporated by reference in this prospectus and any prospectus supplements, carefully before you decide to invest.

Our common stock is listed for trading on the New York Stock Exchange under the symbol “HRS.” Any common stock sold pursuant to this prospectus or any prospectus supplement will be listed on that exchange, subject to official notice of issuance. Each prospectus supplement to this prospectus will contain information, where applicable, as to any other listing on any national securities exchange or The Nasdaq Stock Market of the securities covered by the prospectus supplement.

These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangement with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

This prospectus may not be used to offer or sell any securities unless it is accompanied by a prospectus supplement.

Investing in our securities involves risks. See “Risk Factors” on page 7 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is l , 2003.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
WHERE YOU CAN FIND MORE INFORMATION
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
ABOUT HARRIS
RISK FACTORS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
EX-4(B) Indenture Dated September 3, 2003
EX-4(C) Subordinated Indenture Dated Sept. 3, 2003
EX-5 Opinion of Holland & Knight LLP
EX-12 Statement re: Computation of Ratios of Earn.
EX-23(B) Consent of Ernst & Young
EX-25(A) Form T-1 Statement-Senior Indenture Act
EX-25(B) Form T-1 Statement-Subordinated Indenture

TABLE OF CONTENTS


	Page

ABOUT THIS PROSPECTUS		2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		3
WHERE YOU CAN FIND MORE INFORMATION		4
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS		4
ABOUT HARRIS		6
RISK FACTORS		7
USE OF PROCEEDS		7
RATIO OF EARNINGS TO FIXED CHARGES		8
DESCRIPTION OF DEBT SECURITIES		9
DESCRIPTION OF CAPITAL STOCK		22
DESCRIPTION OF DEPOSITARY SHARES		31
DESCRIPTION OF WARRANTS		34
PLAN OF DISTRIBUTION		36
LEGAL MATTERS		38
EXPERTS		38

You should rely only on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process or continuous offering process, which allows us to offer and sell any combination of the securities described in this prospectus in one or more offerings. Using this prospectus, we may offer up to a total dollar amount of $500,000,000 of these securities.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will describe the specific terms of the securities we are then offering. Each prospectus supplement will also contain specific information about the terms of the offering it describes. That prospectus supplement may include additional risk factors about us and the terms of that particular offering. Prospectus supplements may also add to, update or change the information contained in this prospectus. In addition, as we describe in the section entitled “Where You Can Find More Information,” we have filed and plan to continue to file other documents with the SEC that contain information about us and the business conducted by us and our subsidiaries. Before you decide whether to invest in any of these securities, you should read this prospectus, the prospectus supplement that further describes the offering of these securities and the information we file with the SEC.

In this prospectus, references to “company,” “we,” “us,” “our” and “Harris” refer to Harris Corporation and do not include any of its subsidiaries in the context of the issuer of securities. In other contexts, references to “company,” “we,” “us,” “our” and “Harris” may also include subsidiaries of Harris Corporation. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. References to “securities” refer collectively to the debt securities, preferred stock, common stock, depositary shares and warrants offered by this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Some of the information that you may want to consider in deciding whether to invest in the securities is not included in this prospectus, but rather is “incorporated by reference” to certain reports that we have filed with the SEC. This permits us to disclose important information to you by referring to those documents rather than repeating them in full in this prospectus. The information incorporated by reference in this prospectus is considered part of this prospectus, except for any information that is superseded, and contains important business and financial information. We incorporate by reference in this prospectus our Annual Report on Form 10-K for the fiscal year ended June 27, 2003, filed by us with the SEC (Commission File No. 1-3863).

All documents and reports that we file with the SEC (other than Current Reports on Form 8-K containing only Regulation FD disclosure or other information furnished pursuant to Item 9 or Item 12 of Form 8-K or any future Item of Form 8-K that permits information to be furnished, unless otherwise indicated therein) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus as the “Exchange Act,” after the date of this prospectus and prior to the end of the offering of the securities under this prospectus, shall also be deemed to be incorporated herein by reference from the date of filing of such documents and reports. The information contained on our website ( http://www.harris.com ) is not incorporated into this prospectus.

We will provide without charge to each person, including any beneficial owner of securities offered under this prospectus, to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents or this prospectus. You should direct any such requests to us at the following address:

Harris Corporation

1025 West NASA Boulevard

Melbourne, Florida 32919

Attention: Corporate Secretary

You may also request such documents by calling our Corporate Secretary at (321) 727-9100.

Statements made in this prospectus or in any document incorporated by reference in this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement or to the documents incorporated by reference therein, each such statement being qualified in all material respects by such reference.

Any statement made in a document incorporated by reference or deemed incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is incorporated or deemed incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Exchange Act and accordingly, we file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s web site ( http://www.sec.gov ). You may also read and copy any document we file with the SEC at its public reference room:

Public Reference Room

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. Please call 1-800-SEC-0330 for further information on the operations of the public reference facility and copying charges. Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus by reference contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this prospectus as the “Securities Act,” and Section 21E of the Exchange Act, that involve risks and uncertainties, as well as assumptions that, should they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements of our plans, strategies and objectives for future operations; any statements concerning new products, services or developments; any statements regarding future economic conditions, performance or outlook; statements as to the outcome of contingencies; statements as to the value of our contract awards and programs; statements of belief or expectation; and any statements of assumptions underlying any of the foregoing. Forward-looking statements reflect our management’s current expectations, assumptions and estimates of future performance and economic conditions and are based upon currently available data. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates” and similar words. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Our consolidated results and the forward-looking statements could be affected by many factors, including:

• uncertain economic conditions, which make it difficult to estimate growth in our markets and, as a result, future income and expenditures;

• the severe telecommunications slow-down, which has and may continue to have a negative impact on our telecom business;

• our dependence on the U.S. Government for a significant portion of our revenues, as the loss of this relationship or a shift in U.S. Government funding could have adverse consequences on our future business;

• financial and government and regulatory risks relating to international sales and operations, including fluctuations in foreign currency exchange rates and the effectiveness of our currency hedging program;

• the fair values of our portfolio of passive investments, which are subject to significant price volatility or erosion;

• our ability to continue to develop new products that achieve market acceptance;

• the consequences of future geo-political events, which may affect adversely the markets in which we operate, our ability to insure against risks, our operations or our profitability;

• strategic acquisitions and the risks and uncertainties related thereto, including the ability to manage and integrate acquired businesses;

• potential changes in U.S. Government or customer priorities due to program reviews or revisions to strategic objectives, including termination of or potential failure to fund U.S. Government contracts;

• risks inherent with large long-term fixed-price contracts, particularly the ability to contain cost overruns;

• the performance of critical subcontractors or suppliers;

• potential claims that we are infringing the intellectual property rights of third parties;

• the successful resolution of patent infringement claims and litigation and the ultimate outcome of other contingencies, litigation and legal matters;

• customer demand for financing and customer credit risk;

• cost reductions, which may not yield the benefits we expect and could have adverse effects on our future business;

• the impact of competitive products and pricing;

• risks inherent in developing new technologies;

• the ability to recruit and retain qualified personnel;

• general economic conditions in the markets in which we operate; and

• the risks described from time to time in our Annual Report on Form 10-K and other filings under the Exchange Act.

The forward-looking statements represent our estimates and assumptions only on the date they were made and we disclaim any intention or obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of this prospectus or the date of any document incorporated by reference. Forward-looking statements involve a number of risks or uncertainties including, but not limited to, the risks referred to under the heading “Risk Factors” on page 7 of this prospectus. All forward-looking statements are qualified by and should be read in conjunction with those risk factors.

ABOUT HARRIS

We are, along with our subsidiaries, an international communications equipment company focused on providing product, system and service solutions for commercial and government customers. Our five operating divisions serve markets for government communications and information processing, secure tactical radios, microwave, network support and broadcast. We were incorporated in Delaware in 1926 as the successor to three companies founded in the 1890s. Our common stock is listed on the New York Stock Exchange under the symbol “HRS”. For additional information about Harris, refer to the documents we have incorporated by reference in this prospectus. See “Where You Can Find More Information” on page 4 of this prospectus to learn how to obtain copies of these documents. Our principal executive offices are located at 1025 West NASA Boulevard, Melbourne, Florida 32919. Our telephone number is (321) 727-9100, and our Internet web site address is http://www.harris.com . Information contained in our web site is not a part of this prospectus.

We currently structure our operations around the following five business segments:

• Government Communications Systems,

• RF Communications,

• Microwave Communications,

• Network Support, and

• Broadcast Communications.

Financial information with respect to all of our other activities, including corporate costs not allocated to operating segments, is reported as part of Headquarters Expense or Non-Operating Income.

Each of our five business segments, which are also referred to by us as “divisions,” has been organized on the basis of specific communications markets. For the most part, each operating segment has its own marketing, engineering, manufacturing and product service and maintenance organization. We produce most of the products we sell.

The following is a brief description of the business and products of each of our business segments:


	*Government Communications Systems*

Our Government Communications Systems segment conducts advanced research studies, develops prototypes and designs, develops and produces state-of-the-art airborne, spaceborne and terrestrial communications and information processing equipment and systems for the U.S. Department of Defense, Federal Aviation Administration and other U.S. Government agencies and also for other large aerospace and defense companies serving the U.S. Government marketplace. This segment also develops and produces information processing and communications systems to collect, store, retrieve, process, analyze, display and distribute information for the U.S. Government, its agencies and its prime contractors. The Government Communications Systems segment specializes in aerospace communications, avionics and ground communications; optical solutions; image collection, storage, retrieval and processing; information and transportation technology systems and communications; and communications engineering and technical services.


	*RF Communications*

Our RF Communications segment is a leading supplier of secure wireless voice and data communications products, systems and networks to the U.S. Department of Defense and other Federal and state agencies and to foreign government defense agencies, of which a significant portion is sold through the U.S. Government’s foreign military sales program, as well as through systems integrators. This segment supplies a comprehensive line of secure radio products and systems for man-portable, mobile, strategic fixed-site and shipboard applications. This segment develops and sells radio systems that are highly flexible, interoperable and capable of supporting the diverse mission requirements of our modern military.


	*Microwave Communications*

Our Microwave Communications segment designs, manufactures and sells a broad range of digital microwave and millimeter-wave radios for use in worldwide wireless communication networks. The segment offers a wide range of transport and access products to serve the needs of companies ranging from mobile service providers to state, local and Federal users, private network users and Internet service providers. These products are used by domestic and international mobile service providers, original equipment manufacturers and base station suppliers, as well as private network users. This segment provides complete point-to-point and point-to-multipoint microwave systems. The segment’s business demands are primarily driven by worldwide demand for high-performance and high-capacity broadband access, mobile voice telephony, high-speed data communications and the increasing use of cellular telephone and other wireless services and devices. This segment focuses on three primary applications for microwave radio: (1) links to interconnect mobile base station and controller sites, (2) transport and access links to support both private networks and public networks, and (3) “last mile” broadband access links which bring voice, data and video to small and medium enterprises.


	*Network Support*

Our Network Support segment provides a complete range of products and systems to support network infrastructures. The segment’s products enable service providers to test, manage and enhance communications network infrastructures. The segment supplies telecommunication products and systems, including technician handheld tools and test sets, ranging from industry standard impact tools, crimpers, wire and cable strippers, to butt-in style test sets for installation, maintenance and troubleshooting, and global network management solutions and operational support systems to optimize multi-vendor, multiprotocol networks.


	*Broadcast Communications*

Our Broadcast Communications segment serves the digital and analog television and radio infrastructure markets, providing transmission, studio, automation and network management equipment and systems to over-the-air broadcasters. Customers are primarily television and radio broadcasters. Our Broadcast Communications segment is a leading developer, manufacturer and supplier of: digital and analog radio and television broadcast encoding and transmission equipment, systems and services; radio and television studio equipment, systems and services; and automation and network management equipment and systems enabling television stations, groups and networks to monitor and control hardware, software and related elements from a central location and to otherwise automate systems for television, over-the-air broadcast and cable and industrial applications.

RISK FACTORS

Investing in our securities involves risk. You should carefully consider the specific factors discussed under the caption “Risk Factors” in the applicable prospectus supplement, together with all the other information contained in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption “Forward-Looking Statements and Factors that May Affect Future Results” included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2003, which is incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from to time by other reports we file with the SEC in the future.

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement, we expect to use the net proceeds from the sale of any securities offered by this prospectus for some or all of the following purposes:

• repayment or refinancing of a portion of our existing short-term and long-term debt;

• capital expenditures;

• additional working capital;

• acquisitions; and

• other general corporate purposes.

Our management will retain broad discretion in the allocation of the net proceeds from the sale of these securities. Pending such uses, we anticipate that we will invest the net proceeds in interest-bearing instruments or other investment-grade securities or use the net proceeds to reduce our short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

Our consolidated ratio of earnings to fixed charges for each of the fiscal years indicated is as follows:

Fiscal Year Ended

June 27,

June 28,

June 29,

June 30,

July 2,

2003(a)

2002(b)

2001(c)

2000(d)

1999(e)

Ratio of earnings to fixed charges

3.83x

4.73x

2.92x

2.56x

5.35x


(a)		Results for fiscal 2003 include an $18.8 million pretax gain on the sale of our minority interest in our LiveTV, LLC venture, a $17.6 million pretax write-down of inventory related to our exit of unprofitable products in our Microwave Communications and Network Support segments and the shutdown of our Brazilian manufacturing plant in the Microwave Communications segment, a $12.4 million pretax charge related to our disposal of assets remaining from our telecom switch business and a $16.7 million charge for cost-cutting measures taken in our Microwave Communications and Broadcast Communications segments as well as our corporate headquarters.

(b)		Results for fiscal 2002 include a $15.8 million pretax charge in our Microwave Communications segment related to cost reduction actions taken in its international operations and collection losses related to the bankruptcy of a customer in Latin America, a $10.3 million pretax gain on the sale of our minority interest in our GE Harris Energy Control Systems, LLC joint venture, a $10.0 million pretax write-down of our investment interest in Terion, Inc. and a $3.7 million pretax write-down of marketable securities.

(c)		Results for fiscal 2001 include a $73.5 million pretax charge for the write-off of purchased in-process research and development, a $33.4 million pretax gain on the sale of our minority interest in our GE-Harris Railway Electronics, LLC joint venture and a $20.1 million pretax write-down of marketable securities.

(d)		Results for fiscal 2000 include a $41.0 million pretax charge for restructuring expenses related to our exit from our telephone switching and alarm management product lines and a $10.7 million pretax write-off of purchased in-process research and development.

(e)		Results for fiscal 1999 include a $5.1 million pretax charge for restructuring expenses related to severance costs and a $20.6 million pretax special charge for litigation costs.

We compute the ratio of earnings to fixed charges by dividing (i) earnings (loss), which consists of net income from continuing operations before income taxes plus fixed charges and amortization of capitalized interest less interest capitalized during the period and adjusted for undistributed earnings in equity investments, by (ii) fixed charges, which consist of interest expense, capitalized interest and the interest portion of rental expense under operating leases estimated to be representative of the interest factor.

Our fixed charges do not include any dividend requirements with respect to preferred stock because, as of the date of this prospectus and for the five preceding fiscal years, we have had no preferred stock outstanding.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the debt securities sets forth general terms that may apply to the debt securities and provisions of the indentures that will govern the debt securities, and is not complete. The particular terms of any debt securities will be described in the prospectus supplement relating to those debt securities.

The debt securities will be either our senior debt securities or our subordinated debt securities. The senior debt securities will be issued under an indenture dated as of September 3, 2003, between us and The Bank of New York, as trustee. This indenture is referred to as the “senior indenture.” The subordinated debt securities will be issued under an indenture dated as of September 3, 2003 between us and The Bank of New York, as trustee. This indenture is referred to as the “subordinated indenture.” The senior indenture and the subordinated indenture are together called the “indentures.”

The following is a summary of the most important provisions of the indentures. The following summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of each indenture. Copies of the entire indentures are exhibits to the registration statement of which this prospectus is a part. Unless either the senior indenture or the subordinated indenture is specified, section references below are to the section in each indenture. The indentures are incorporated by reference. We encourage you to read our indentures because the applicable indenture and not this description sets forth your rights as a holder of our debt securities. In this section, unless otherwise indicated or the context otherwise requires, references to “Harris,” “we,” “us” or “our” refer solely to Harris Corporation and not its subsidiaries.

General Terms

Neither indenture limits the amount of debt securities that we may issue. Each indenture provides that debt securities may be issued up to the principal amount authorized by us from time to time. The senior debt securities will be unsecured and will have the same rank as all of our other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured and will be subordinated to all senior indebtedness as set forth below. None of our subsidiaries will have any obligations with respect to the debt securities. Therefore, our rights and the rights of our creditors, including holders of senior debt securities and subordinated debt securities, to participate in the assets of any subsidiary will be subject to the prior claims of the creditors of our subsidiaries.

The debt securities may be issued in one or more separate series of senior debt securities and/or subordinated debt securities. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include:

• whether the debt securities are senior debt securities or subordinated debt securities;

• the title of the series of debt securities;

• any limit upon the aggregate principal amount of the debt securities of the series;

• the maturity date or dates or the method by which any such date shall be determined;

• the interest rate or rates, or the method of determining those rates;

• the places where payments may be made;

• any mandatory or optional redemption provisions;

• any sinking fund or analogous provisions;

• the portion of principal amount of the debt security payable upon acceleration of maturity if other than the full principal amount;

• any deletions of, or changes or additions to, the events of default or covenants as they apply to the series;

• whether the provisions of the indenture described under “ — Satisfaction and Discharge; Defeasance” will be applicable to the series of debt securities;

• if other than U.S. dollars, the currency, currencies or composite currencies in which payments on the debt securities will be payable and whether the holder may elect payment to be made in a different currency;

• whether and on what terms we will pay additional amounts to holders of the debt securities that are not U.S. persons for any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms we will have the option to redeem the debt securities rather than pay the additional amounts;

• any conversion or exchange provisions; and

• any other specific terms of the debt securities not inconsistent with the applicable indenture.

(Section 2.03)

We may issue debt securities of any series at various times and we may reopen any series for further issuances from time to time without notice to existing holders of securities of that series.

Unless we otherwise specify in the prospectus supplement, the debt securities will be registered debt securities denominated in U.S. dollars issued in denominations of $1,000 or an integral multiple of $1,000.

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement will describe any special tax, accounting or other information which we think is important. We encourage you to consult with your own competent tax and financial advisors on these important matters.

Unless we specify otherwise in the applicable prospectus supplement, the covenants contained in the indentures will not provide special protection to holders of debt securities if we enter into a highly leveraged transaction, recapitalization or restructuring.

Exchange, Registration and Transfer

Debt securities may be transferred or exchanged at the corporate trust office of the security registrar or at any other office or agency which is maintained for these purposes. No service charge will be payable upon the transfer or exchange, except for any applicable tax or governmental charge.

The designated security registrar in the United States for the senior debt securities and the subordinated debt securities is The Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New York 10286.

In the event of any redemption in part of any series of debt securities, we will not be required to:

• register the transfer of, or exchange, any debt securities of that series for a period of 15 days before the day of mailing of the relevant notice of redemption; or

• register the transfer of, or exchange, any security selected for redemption, in whole or in part, except the unredeemed portion of any security being redeemed in part.

(Section 2.08)

Payment and Paying Agent

We will make payments on the debt securities at the respective times and places and in the manner mentioned in the debt securities and in the applicable indenture. We will pay interest upon global securities by wire transfer of immediately available funds to the depositary for those global securities. We will pay the interest on debt securities in definitive registered form, other than interest payable at maturity (or on the date of redemption if the debt security is redeemed by us before maturity), by check mailed to the address of the person entitled to payment as shown on the security register. We will pay principal and interest at maturity or upon redemption in immediately available funds against presentation and surrender of the debt security. With respect to a holder of $10,000,000 or more in aggregate principal amount of debt securities in definitive registered form, however, that holder may receive payments of interest by wire transfer of immediately available funds upon written request to the applicable trustee or the paying agent

as provided in the form of debt security. The applicable trustee will cancel all debt securities when and as paid. (Section 5.01)

If we issue debt securities in definitive registered form, we will at all times until the payment of the principal of those debt securities maintain an office or agency in the Borough of Manhattan, the City and State of New York, where a holder may present debt securities for transfer and exchange as provided in the applicable indenture, where a holder may present those debt securities for payment, and where a holder may serve notices or demands in respect of those debt securities or of the applicable indenture. If we at any time do not maintain such an office or agency, or fail to give notice to the applicable trustee of any change in the location of such office or agency, holders may make presentation and demand and may serve notice in respect of the debt securities or of the applicable indenture at the corporate trust office of the applicable trustee. In addition to such office or agency, we may from time to time designate one or more other offices or agencies where a holder may present the debt securities for any or all of the purposes specified above, and we may constitute and appoint one or more paying agents for the payment of those debt securities in one or more other cities, and may from time to time rescind those designations and appointments. No such designation, appointment or rescission, however, will in any manner relieve us of our obligation to maintain such office and agency in the Borough of Manhattan, when and for the purposes mentioned above. Subject to the provisions of the applicable indenture, the applicable trustee will not be liable or responsible for the application of any funds transmitted to or held by any paying agent (other than itself) for the purpose of paying debt securities. If funds transmitted to or held by any paying agent for such purpose are not applied to such purpose, we will furnish the applicable trustee or a paying agent with funds to be applied to the payment of debt securities equal to the funds not so applied by such other paying agent. (Section 5.02)

Subject to the requirements of applicable abandoned property laws, the trustee and paying agent shall pay to us any money held by them for payments on the debt securities that remain unclaimed for two years after the amount became due and payable. After payment to us, holders entitled to the money must look to us for payment as general creditors. In that case, all liability of the trustee or paying agent with respect to that money will cease. (Section 5.08)

Our paying agent in the United States for the senior debt securities and the subordinated debt securities is The Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New York 10286.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities. Those securities will be deposited with a depositary that we will identify in the applicable prospectus supplement. Global debt securities may be issued in either temporary or definitive form. We will describe the specific terms of the depositary arrangement relating to a series of debt securities in the applicable prospectus supplement. (Section 2.03)

Debt securities of a series represented by a definitive global registered security and deposited with or on behalf of a depositary, which shall be The Depository Trust Company or as otherwise identified in a prospectus supplement, will be registered in the name of the depositary or its nominee. These securities are referred to as “book-entry securities.”

Ownership of book-entry securities is limited to members of or participants in the depositary (“participants”) or persons that may hold interests through participants. In addition, ownership of these securities will be evidenced only by, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee or by participants or persons that hold through other participants.

So long as the depositary, or its nominee, is the registered owner of a global security, that depositary or nominee will be considered the sole owner or holder of the book-entry securities represented by the global security for all purposes under the applicable indenture, and participants will have no rights under the indentures with respect to such securities.

Except as described below, owners of book-entry securities:

• will not be entitled to have the debt securities registered in their names;

• will not be entitled to receive physical delivery of the debt securities in definitive form; and

• will not be considered the owners or holders of those debt securities under the indenture.

We will issue debt securities in definitive form in exchange for book-entry securities only in the following situations:

• if the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days;

• if we choose to issue definitive debt securities in exchange for book-entry securities; or

• an event of default with respect to the securities has occurred and is continuing.

In any of these instances, an owner of a beneficial interest in a global security will be entitled to have debt securities equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of debt securities in definitive form. (Section 2.13)

The laws of some jurisdictions require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may impair the ability of those persons to purchase or transfer book-entry securities.

We expect that the depositary for book-entry securities of a series will immediately credit participants’ accounts with payments received by the depositary or nominee in amounts proportionate to the participants’ beneficial interests as shown on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in a global security held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” The payments by participants to the owners of beneficial interests will be the responsibility of those participants.

Practical Implications of Holding Debt Securities in Street Name

Investors who hold debt securities in accounts at banks or brokers will not generally be recognized by us as the legal holders of debt securities. Since we recognize as the holder the bank or broker, or the financial institution the bank or broker uses to hold its debt securities, it is the responsibility of these intermediary banks, brokers and other financial institutions to pass along principal, interest and other payments on the debt securities, either because they agree to do so in their agreements with their customers, or because they are legally required to do so. If you hold debt securities in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

• whether it imposes additional fees or charges;

• how it would handle voting and related issues if such issues were to arise;

• how it would pursue or enforce rights under the debt securities if there were a default or other event triggering the need for direct holders to act to protect their interests; and

• whether and how it would react on other matters which are important to persons who hold debt securities in “street name.”

Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets

The indentures provide that we may not, in a single transaction or a series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all our properties and assets to any other person, unless:

• the person formed by or resulting from any such consolidation or merger, or which has received the transfer of all or substantially all of our property and assets, will assume the due and punctual

performance and observance of all of the covenants and conditions to be performed or observed by us under the applicable indenture; and

• we, such person or such successor person, as the case may be, immediately after such consolidation, merger, sale or transfer, will not be in default in the performance of any covenant or condition under the applicable indenture.

In addition, the senior indenture provides that we may not engage in such a consolidation, merger, sale or transfer if, upon such transaction becoming effective, any of our property or assets would become or be subject to any mortgage or other lien (an “additional lien”), other than liens existing thereon prior thereto and certain liens permitted under the covenant described under “Certain Covenants — Limitation on Liens”, unless (1) prior to such consolidation, merger, sale or transfer all of the outstanding debt securities under the senior indenture shall be directly secured (equally and ratably with any of our other indebtedness then entitled thereto) by a mortgage or other lien ranking prior to such additional lien, in form satisfactory to the trustee under the senior indenture, on all of our property and assets, and accretions thereto, which would, upon such consolidation, merger, sale or transfer, become subject to such additional lien, such mortgage or other lien securing the debt securities under the senior indenture to be effective for so long as such property and assets shall remain subject to such additional lien, or (2) we make effective provision whereby all debt securities under the senior indenture outstanding immediately after such consolidation, merger, sale or transfer will be secured directly by a mortgage or other lien in a form satisfactory to the trustee under the senior indenture equally and ratably with (or prior to) any and all obligations, indebtedness and claims secured by such additional lien, upon our property and assets (or the property and assets of the person resulting from or surviving such consolidation or merger, if not us, or the person to which such sale or transfer shall have been made, as the case may be) as are subject to such additional lien, such mortgage or other lien securing the debt securities to be effective for so long as such property and assets shall remain subject to such additional lien. (Section 12.01)

In the event of any such sale or transfer (other than a transfer by way of lease), we, or any successor person that has become a successor person in the manner described in the applicable indenture and assumes our obligations under the indenture and subsequently consummates a permitted sale or transfer (other than a transfer by way of lease), will be discharged from all obligations and covenants under the indenture and the debt securities. (Section 12.02)

Events of Default, Notice and Waiver

Each indenture defines an event of default with respect to any series of debt securities as one or more of the following events:

• we fail to pay interest on any debt securities of the series for a period of 30 days after payment is due;

• we fail to pay the principal of, or any premium on, any debt securities of that series when due;

• we fail to comply with any other agreements contained in the debt securities of that series or the applicable indenture for 90 days after being given notice from the trustee or after notice has been given to us and the trustee from the holders of 25% of the outstanding debt securities of such series;

• certain events involving our bankruptcy, insolvency or reorganization; and

• we default under any mortgage, indenture or instrument related to any of our indebtedness (other than debt securities of the series) which default either (i) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $50 million or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period, or (ii) results in such indebtedness aggregating $50 million or more becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to us by the applicable trustee or to us and

the applicable trustee by holders of at least 25 percent in aggregate principal amount of such series of debt securities then outstanding.

(Section 7.01)

A prospectus supplement may describe whether we have entered into a supplemental indenture that will omit, modify or add to the foregoing events of default.

An event of default for one series of debt securities is not necessarily an event of default for any other series of debt securities. (Section 7.01)

Each indenture requires the trustee under that indenture to give the holders of a series of debt securities notice of a default for that series within 90 days unless the default is cured or waived under that indenture. However, the trustee may withhold this notice if it determines in good faith that it is in the interest of those holders. The trustee may not, however, withhold this notice in the case of a payment default. (Section 7.07)

Each indenture provides that if an event of default for any series of debt securities other than an event of default relating to bankruptcy, insolvency, or reorganization occurs and is continuing, either the trustee under that indenture or the holders of at least 25 percent in aggregate principal amount of the debt securities of that series then outstanding under that indenture may declare the principal amount plus accrued and unpaid interest, if any, of the debt securities of such series to be due and payable immediately; provided , however , that after such acceleration but before a judgment or decree based on the event of default is obtained, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding, under certain circumstances, may rescind such acceleration if all events of default, other than the nonpayment of accelerated principal or interest, have been cured or waived as provided in the applicable indenture. If an event of default relating to events of bankruptcy, insolvency or reorganization occurs, the principal amount plus accrued and unpaid interest, if any, on all the debt securities issued under the applicable indenture will become immediately due and payable without any action on the part of the trustee or any holder of those debt securities. The same provisions regarding rescission of an acceleration apply to events of default relating to events of bankruptcy, insolvency and reorganization. (Section 7.01)

A holder of debt securities of any series may pursue a remedy under the applicable indenture only if:

• the holder gives the applicable trustee written notice of a continuing event of default;

• the holders of at least 25 percent in aggregate principal amount of that series then outstanding make a written request to the trustee to pursue the remedy;

• such holder offers to the trustee indemnity reasonably satisfactory to the trustee;

• the trustee does not comply with the request within 60 days after receipt of the notice, request and offer of indemnity; and

• during that 60-day period, the holders of a majority in principal amount of that series then outstanding do not give the trustee a direction inconsistent with the request.

This provision, however, does not affect the right of a holder of debt securities to sue for enforcement of payment of the principal of or interest on the holder’s debt securities on or after the respective due dates expressed in its debt security (Section 7.04).

The trustee will be entitled under each indenture, subject to the duty of the trustee during a default to act with the required standard of care, to be indemnified before proceeding to perform any duty or exercise any right or power under the indenture at the direction of the holders of the debt securities or that requires the trustee to expend or risk its own funds or otherwise incur any financial liability. Each indenture also provides that a majority in aggregate principal amount of the debt securities of any series then outstanding may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to that series. The trustee, however, may refuse to follow any such direction that conflicts with law or the applicable indenture, or

that the trustee determines in good faith is unduly prejudicial to the rights of other holders or would involve the trustee in personal liability (Sections 7.04 and 7.06).

Each indenture includes a covenant that we will file annually with the trustee a certificate of no default, or specifying any default that exists. (Section 5.13)

Street name and other indirect holders should consult their banks and brokers for information on their requirements for giving notice or taking other actions upon a default.

Modification of the Indentures

Together with the trustee, we may modify the indentures without the consent of the holders for one or more of the following purposes:

• to transfer or pledge to the applicable trustee any property or assets as security for the debt securities of one or more series or add any guarantee in respect of the debt securities of one or more series;

• to evidence the succession of another corporation to our company, or successive successions, and the assumptions by the successor corporation of our obligations under the applicable indenture with respect to any consolidation, merger or sale transaction related to that succession that is permitted under the applicable indenture;

• to add to our covenants contained in the applicable indenture for the benefit of the holders of the debt securities, or to surrender any right or power reserved to or conferred upon us in the applicable indenture;

• to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the applicable indenture or in any supplemental indenture, but only if that action does not adversely affect the interests of the holders of the debt securities;

• to establish the form or terms of debt securities of any series as permitted by the applicable indenture;

• to evidence the appointment of, and provide for the acceptance of appointment under the applicable indenture, of a successor trustee with respect to the debt securities of one or more series, and to add to or change any of the provisions of the applicable indenture to provide for or facilitate the administration of the trusts under the applicable indenture by more than one trustee;

• to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indentures or any supplemental indenture under the Trust Indenture Act of 1939, as amended; provided that such modification or amendment does not materially and adversely affect the interests of the holders of the debt securities;

• to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain Federal tax purposes;

• to make such provisions with respect to matters or questions arising under the applicable indenture as may be necessary or desirable and not inconsistent with that indenture, but only if those other provisions do not adversely affect the interest of the holders of the debt securities; and

• with respect to the subordinated indenture only, to make any change that would limit or terminate the rights of any holder of senior indebtedness under the subordination provisions (subject to any required approval of the holders of such senior indebtedness).

(Section 11.01)

Together with the trustee, we may also make modifications and amendments to each indenture with respect to a series of debt securities with the consent of the holders of a majority in principal amount of the outstanding debt securities of that series (including consents obtained in connection with a tender offer

or exchange offer for the debt securities of that series). However, without the consent of each affected holder, no modification may:

• extend the fixed maturity of any debt security;

• reduce the principal, premium (if any) or rate of interest on any debt security or the principal amount due upon acceleration of maturity upon an event of default;

• extend the time of payment of interest on any debt security;

• make any debt security payable in money other than that stated in that debt security;

• change the time at which any debt security may or must be redeemed;

• reduce the amount of the principal of an original issue discount debt security that would be due and payable upon an acceleration of the maturity thereof under Section 7.01 of the applicable indenture or the amount thereof provable in bankruptcy under Section 7.02 of the applicable indenture;

• impair or affect the right to enforce any payment after the stated maturity or redemption date of the applicable debt security;

• waive a default or event of default regarding any payment on the applicable debt securities or, if the applicable debt securities provide therefor, waive any right of repayment at the option of the holder of those debt securities;

• reduce the percentage of holders of outstanding debt securities of any series required to consent to any modification, amendment or waiver under the indenture; or

• with respect to the subordinated indenture only, make any change to the subordination provisions that adversely affects the rights of any holder.

(Section 11.02)

In addition, the subordination provisions of the subordinated indenture cannot be modified to the detriment of any of our senior indebtedness without the consent of the holders of such senior indebtedness. (Sections 11.01 and 11.02 of the Subordinated Indenture)

Satisfaction and Discharge; Defeasance

The indentures will cease to be of further effect with respect to debt securities of any series, except as may otherwise be provided in the applicable indenture or an appropriate prospectus supplement, if we have delivered to the trustee for cancellation all authenticated debt securities of that series (other than destroyed, lost or stolen debt securities and debt securities for whose payment trust funds have been segregated and held in trust as provided in the applicable indenture) and paid or caused to be paid all other sums payable under the applicable indenture with respect to those debt securities. (Section 4.02)

In addition, at any time, we may terminate:

• our obligations described under “— Additional Terms Applicable to Senior Debt Securities — Covenants in the Senior Debt Securities” with respect to any series of senior debt securities;

• the requirements described under “—Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets” with respect to additional liens relating to outstanding senior debt securities of a series; and

• any other restrictive covenants applicable to outstanding debt securities of a series to the extent provided in a prospectus supplement,

if we irrevocably deposit with the trustee as trust funds, cash or U.S. Government securities, which, through the payment of principal and interest in accordance with their terms, will provide money, in an amount sufficient to pay the principal of and the interest on the debt securities of that series and all other sums payable by us under the applicable indenture in connection with those debt securities. This type of a trust may be established only if, among other things, we have delivered to the trustee an opinion of counsel stating that holders of the debt securities of such series (i) will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and discharge, and (ii) will be subject to

Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and discharge had not occurred. If we exercise our covenant defeasance option, payment of any series of debt securities may not be accelerated because of an event of default specified in the third “bullet point” under “—Events of Default” with respect to the covenants described under “— Additional Terms Applicable to Senior Debt Securities — Covenants in the Senior Indenture” or any other covenant identified in the applicable prospectus supplement or our failure to comply with the requirements described under “—Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets” with respect to additional liens. (Article Four)

Meetings

The indentures contain provisions for convening meetings of the holders of debt securities of a series. (Article Ten)

A meeting may be called at any time by the trustee, upon request by us or upon request by the holders of at least 20% in principal amount of the outstanding debt securities of the series. In each case, notice will be given to the holders of debt securities of the series, but a meeting without notice will be valid if the holders of all debt securities of the series are present in person or by proxy and if we and the trustee are present or waive notice. (Sections 10.02 and 10.03)

Replacement of Securities

We will replace debt securities that have been mutilated, but you will have to pay for the replacement, and you will first have to surrender the mutilated debt security to the security registrar. Debt securities that become destroyed, stolen or lost will only be replaced by us, again at your expense, upon your providing evidence of destruction, loss or theft which we and the security registrar are willing to accept. In the case of a destroyed, lost or stolen debt security, we may also require you, as the holder of the debt security, to indemnify the security registrar and us before we issue any replacement debt security. (Section 2.09)

Governing Law

The indentures and the debt securities will be governed by, and construed under, the laws of the State of New York without regard to conflicts of laws principles thereof.

Regarding the Trustee

We may from time to time maintain lines of credit, and have other customary banking relationships, with the trustee under the senior indenture or the trustee under the subordinated indenture. The Bank of New York is a lender under our existing credit facilities.

The indenture and provisions of the Trust Indenture Act of 1939, which we refer to in this prospectus as the “Trust Indenture Act,” that are incorporated by reference therein, contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided , however , that if it acquires any conflicting interest (as defined under the Trust Indenture Act), it must eliminate such conflict or resign.

Additional Terms Applicable to Senior Debt Securities

The senior debt securities will be unsecured and will rank equally with all of our other unsecured and non-subordinated debt.

Covenants in the Senior Indenture

Limitation on Liens. Except as set forth below, so long as any debt securities are outstanding, we will not at any time, directly or indirectly, create, incur, assume or suffer to exist, and we will not suffer or permit any Restricted Subsidiary (as defined below) to create, incur, assume or suffer to exist, except in favor of us or another Restricted Subsidiary, any mortgage, pledge or other lien or encumbrance of or upon

any Principal Property (as defined below) or any shares of capital stock or indebtedness of any Restricted Subsidiary, whether owned at the date of the senior indenture or thereafter acquired, or of or upon any income or profits therefrom, if after giving effect thereto (but not to any mortgages, pledges, liens or encumbrances described in clauses (1) through (10) below) the aggregate principal amount of indebtedness secured by mortgages, pledges, liens or other encumbrances upon our property and the property of our Restricted Subsidiaries shall be in excess of five percent of Consolidated Net Worth (as defined below), without making effective provision (and we agree that in any such case we will make or cause to be made effective provision) whereby all debt securities then outstanding will be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or prior to) any and all obligations, indebtedness or claims secured by such mortgage, pledge, lien or encumbrance, so long as any such other obligations, indebtedness or claims shall be so secured.

Nothing in the immediately preceding paragraph shall be construed to prevent us or any Restricted Subsidiary, without so securing the debt securities, from creating, assuming or suffering to exist the following mortgages, pledges, liens or encumbrances:

      (1) the following mortgages and liens in connection with the acquisition of property after the date of the senior indenture: (A) (i) any purchase money mortgage or other purchase money lien on any Principal Property acquired after the date of the senior indenture, including conditional sales and other title retention agreements; (ii) any mortgage or other lien on property acquired, constructed or improved after the date of the senior indenture created as security for moneys borrowed (at the time of or within 120 days after the purchase, construction or improvement of such property) to provide funds for the purchase, construction or improvement of such property; or (iii) any mortgage or other lien on any property acquired after the date of the senior indenture that exists at the time of the acquisition thereof and that was not created in connection with or in contemplation of such acquisition; provided in each case that (x) such mortgage or other lien is limited to such acquired property (and accretions thereto) or, in the case of construction or improvements, any theretofore unimproved real property, and (y) the aggregate amount of the obligations, indebtedness or claims secured by such mortgage or other lien does not exceed the cost to us or such Restricted Subsidiary of such acquired property or the value thereof at the time of acquisition, as determined by our Board of Directors, whichever is lower; (B) any mortgage or other lien created in connection with the refunding, renewal or extension of any obligations, indebtedness or claims secured by a mortgage or lien described in clause (A) that is limited to the same property; provided that the aggregate amount of the obligations, indebtedness or claims secured by such refunding, renewal or extended mortgage or other lien does not exceed the aggregate amount thereof secured by the mortgage or other lien so refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; or (C) any mortgage or other lien to which property acquired after the date of the senior indenture shall be subject at the time of acquisition, if the payment of the indebtedness secured thereby or interest thereon will not become, by assumption or otherwise, a personal obligation of us or a Restricted Subsidiary;

      (2) mechanics’, materialmen’s, carriers’ or other similar liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts for the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges;

      (3) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable us or a Restricted Subsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, old age pensions, social security or similar matters;

      (4) the liens of taxes or assessments not at the time due, or the liens of taxes or assessments already due but the validity of which is being contested in good faith and against which adequate reserves have been established;

      (5) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

      (6) easements or similar encumbrances, the existence of which does not impair the use of the property subject thereto for the purposes for which it is held or was acquired;

      (7) leases and landlords’ liens on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default;

      (8) liens, pledges or deposits made in connection with contracts with or made at the request of any government or any department or agency thereof or made with any prime contractor or subcontractor of any tier in connection with the furnishing of services or property to any government or any department or agency thereof (“Government Contracts”) insofar as such liens, pledges or deposits relate to property manufactured, installed, constructed, acquired or to be supplied by, or property furnished to, us or a Restricted Subsidiary pursuant to, or to enable the performance of, such Government Contracts, or property the manufacture, installation, construction or acquisition of which any government or any department or agency thereof finances or guarantees the financing of, pursuant to, or to enable the performance of, such Government Contracts; or deposits or liens, made pursuant to such Government Contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such Government Contracts, or of or upon any materials or supplies acquired for the purpose of the performance of such Government Contracts; or the assignment or pledge to any person, firm or corporation, to the extent permitted by law, of the right, title and interest of us or a Restricted Subsidiary in and to any Government Contract, or in and to any payments due or to become due thereunder, to secure indebtedness incurred and owing to such person, firm or corporation for funds or other property supplied, constructed or installed for or in connection with the performance by us or such Restricted Subsidiary of our or its obligations under such Government Contract;

      (9) any mortgage or other lien securing indebtedness of a corporation that is our successor to the extent permitted by the covenant described under “— Limitation on Consolidation, Merger, and Certain Sales or Transfers of Assets,” or securing indebtedness of a Restricted Subsidiary outstanding at the time it became a subsidiary (provided that such mortgage or other lien was not created in connection with or in contemplation of the acquisition of such Restricted Subsidiary), and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness that is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; and

      (10) any mortgage or other lien in favor of the U.S. or any state thereof, or political subdivision of the U.S. or any state thereof, or any department, agency or instrumentality of the U.S. or any state thereof or any such political subdivision, to secure indebtedness incurred for the purpose of financing the acquisition, construction or improvement of all or any part of the property subject to such mortgage or other lien, and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness that is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension.

(Section 5.11)

Limitation on Sale and Leaseback Transactions. So long as debt securities of any series are outstanding, we will not, and we will not permit any Restricted Subsidiary to, sell or transfer (other than to us or a wholly-owned Restricted Subsidiary) any Principal Property, whether owned at the date of the

senior indenture or thereafter acquired, which has been in full operation for more than 120 days prior to such sale or transfer, with the intention of entering into a lease of such Principal Property (except for a lease for a term, including any renewal thereof, of not more than three years), if after giving effect thereto the Attributable Debt (as defined below) in respect of all such sale and leaseback transactions involving Principal Properties shall be in excess of five percent of Consolidated Net Worth.

Notwithstanding the foregoing, we or any Restricted Subsidiary may sell any Principal Property and lease it back if the net proceeds of such sale are at least equal to the fair value of such property as determined by our Board of Directors and, within 120 days of such sale,

• we redeem (if permitted by the terms of the outstanding senior debt securities), at the principal amount thereof together with accrued interest to the date fixed for redemption, such outstanding senior debt securities in an aggregate principal amount equal to such net proceeds;

• we repay or a Restricted Subsidiary repays other Funded Debt (as defined below) in an aggregate principal amount equal to such net proceeds;

• we deliver to the trustee, for cancellation, outstanding senior debt securities uncancelled and in transferable form, in an aggregate principal amount equal to such net proceeds; or

• we apply such net proceeds to the purchase of properties, facilities or equipment to be used for general operating purposes.

(Section 5.10)

We think it is also important for you to note that the holders of a majority in principal amount of each series of outstanding senior debt securities may waive compliance with each of the above covenants with respect to that series.

Certain Defined Terms

The following terms are defined in the senior indenture:

      “Attributable Debt” means, when used with respect to any sale and leaseback transaction, at the time of determination, the present value (discounted at the rate of interest implicit in the term of the lease) of the lessee’s obligation for “net rental payments” during the remaining term of the lease (including any period the lease has been, or may, at the option of the lessor, be extended). The term “net rental payments” under any lease for any period means the sum of the rental and other payments required to be paid during such period by the lessee under such lease, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

      “Consolidated Net Worth” means our stockholders’ equity and that of our consolidated subsidiaries, as shown on our audited consolidated balance sheet in our latest annual report to our stockholders.

      “Funded Debt” means all indebtedness issued, incurred, assumed or guaranteed by us or one of our Restricted Subsidiaries, or for the payment of which we or one of our Restricted Subsidiaries is otherwise primarily or secondarily liable, maturing by its terms more than one year from its date of creation or renewable or refundable at the option of the obligor to a date more than one year from its date of creation.

      “Principal Property” means any manufacturing plant located within the U.S. (other than its territories or possessions) and owned or leased by us or any subsidiary, except any such plant that, in the opinion of our Board of Directors, is not of material importance to the business conducted by us and our subsidiaries, taken as a whole.

      “Restricted Subsidiary” means any of our subsidiaries that owns or leases a Principal Property. As noted above, the definition of Principal Property does not include foreign facilities.

“Subsidiary” means any corporation of which we, or we and one or more subsidiaries, directly or indirectly own at the time (1) more than 50 percent of the outstanding capital stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power in the election of members of the board of directors, managers or trustees of such corporation, and (2) securities having at such time voting power to elect at least a majority of the members of the board of directors, managers or trustees of such corporation.

Additional Terms Applicable to Subordinated Debt Securities

The subordinated debt securities will be unsecured. The subordinated debt securities will be subordinate to the prior payment in full in cash of all senior indebtedness. (Section 14.01 of Subordinated Indenture)

The term “senior indebtedness” is defined as:

• any of our indebtedness, whether outstanding on the issue date of the subordinated debt securities of a series or incurred later, and

• accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us to the extent post-filing interest is allowed in such proceeding) in respect of (a) our indebtedness for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which we are responsible or liable;

unless the instrument creating or evidencing these obligations provides that these obligations are not senior or prior in right of payment to the subordinated debt securities; provided, however, that “senior indebtedness” will not include:

• any of our obligations to our subsidiaries;

• any liability for Federal, state, local or other taxes owed or owing by us;

• any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees of these obligations or instruments evidencing such liabilities);

• any of our indebtedness (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other of our indebtedness or other obligations; or

• the subordinated debt securities.

There is no limitation on our ability to issue additional senior indebtedness. The senior debt securities constitute senior indebtedness under the subordinated indenture.

Under the subordinated indenture, no payment may be made on the subordinated debt securities and no purchase, redemption or retirement of any subordinated debt securities may be made in the event:

• any senior indebtedness is not paid in full in cash when due; or

• the maturity of any senior indebtedness is accelerated as a result of a default, unless the default has been cured or waived and the acceleration has been rescinded or that senior indebtedness has been paid in full in cash.

We may, however, pay the subordinated debt securities without regard to the above restriction if the representatives of the holders of the applicable senior indebtedness approve the payment in writing to us and the trustee. (Section 14.03 of Subordinated Indenture)

The representatives of the holders of senior indebtedness may notify us and the trustee in writing (a “payment blockage notice”) of a default which can result in the acceleration of that senior indebtedness’ maturity without further notice (except such notice as may be required to effect such acceleration) or the expiration of any grace periods. In this event, we may not pay the subordinated debt securities for 179 days after receipt of that notice (a “payment blockage period”). The payment blockage period will end earlier if such payment blockage period is terminated: (1) by written notice to the trustee and us from the person or persons who gave such payment blockage notice; (2) because the default giving rise to such payment blockage notice is cured, waived or otherwise no longer continuing; or (3) because such senior

debt has been discharged or repaid in full in cash. Notwithstanding the foregoing, if the holders of senior indebtedness or their representatives have not accelerated the maturity of the senior indebtedness at the end of the 179-day period, we may resume payments on the subordinated debt securities. Not more than one payment blockage notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to senior indebtedness during that period. No default existing on the beginning date of any payment blockage period initiated by a person or persons may be the basis of a subsequent payment blockage period with respect to the senior indebtedness held by that person unless that default has been cured or waived for a period of not fewer than 90 consecutive days. (Section 14.03 of Subordinated Indenture)

In the event we pay or distribute our assets to creditors upon a total or partial liquidation, dissolution or reorganization of or similar proceeding relating to us or our property:

• the holders of senior indebtedness will be entitled to receive payment in full in cash of the senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment; and

• until the senior indebtedness is paid in full in cash, any payment or distribution to which holders of subordinated debt securities would be entitled but for the subordination provisions of the subordinated indenture will be made to holders of the senior indebtedness (except that holders of subordinated debt securities may receive certain capital stock and subordinated debt). (Section 4.02 of Subordinated Indenture)

If a distribution is made to holders of subordinated debt securities that, due to the subordination provisions, should not have been made to them, those holders of subordinated debt securities are required to hold it in trust for the holders of senior indebtedness, and pay it over to them as their interests may appear. (Section 14.05 of Subordinated Indenture)

After all senior indebtedness is paid in full and until the subordinated debt securities are paid in full, holders of subordinated debt securities will be subrogated to the rights of holders of senior indebtedness to receive distributions applicable to such senior indebtedness. (Section 14.06 of Subordinated Indenture)

As a result of the subordination provisions contained in the subordinated indenture, in the event of insolvency, our creditors who are holders of senior indebtedness may recover more, ratably, than the holders of subordinated debt securities. In addition, our creditors who are not holders of senior indebtedness may recover less, ratably, than holders of senior indebtedness and may recover more, ratably, than the holders of subordinated indebtedness. Furthermore, claims of our subsidiaries’ creditors generally will have priority with respect to the assets and earnings of the subsidiaries over the claims of our creditors, including holders of the subordinated debt securities, even though those obligations may not constitute senior indebtedness. The subordinated debt securities, therefore, will be effectively subordinated to creditors, including trade creditors, of our subsidiaries. It is important to keep this in mind if you decide to hold our subordinated debt securities.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of government securities held in trust by the trustee for any series of subordinated debt securities for the payment of principal and interest on such subordinated debt securities pursuant to the defeasance procedures described under “—Satisfaction and Discharge; Defeasance”.

Conversion and Exchange Rights

The debt securities of any series may be convertible into or exchangeable for other securities of Harris or another issuer or property or cash on the terms and subject to the conditions set forth in the applicable prospectus supplement.

DESCRIPTION OF CAPITAL STOCK

We have summarized some of the terms and provisions of our capital stock in this section. The summary is not complete and is qualified in its entirety by reference to each of the items identified below. You should read our Restated Certificate of Incorporation, our By-laws, the Rights Agreement (as defined

below) described below and the certificate of designation relating to any particular series of preferred stock before you purchase any of our capital stock or securities convertible into shares of our capital stock because those documents and not this description set forth the terms of our capital stock.

Authorized Capital Stock

Under our Restated Certificate of Incorporation, the total number of shares of all classes of stock that we have authority to issue is 251,000,000, of which 1,000,000 are shares of preferred stock, without par value, and 250,000,000 are shares of common stock, par value $1.00 per share. As of August 22, 2003, there were 66,412,649 shares of common stock issued and outstanding. As of June 27, 2003, 7,613,616 shares of common stock have been reserved for issuance under our option plans and 3,314,917 shares have been reserved for issuance upon the conversion of our $150 million 3.5% Convertible Debentures due 2022. No shares of preferred stock have been issued, although shares of preferred stock have been reserved for issuance under the Rights Agreement. We describe the preferred stock under the heading “Preferred Stock” below.

Common Stock

Voting. The holders of shares of our common stock are entitled to one vote for each share on all matters voted on by our stockholders, and the holders of such shares possess all voting power, except as described below under the headings “Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law — Provisions of Our Restated Certificate of Incorporation Related to Business Combinations” and “— Anti-Greenmail Provisions of Our Restated Certificate of Incorporation,” and except as otherwise required by law or provided in any resolution adopted by our Board of Directors with respect to any series of preferred stock. There are no cumulative voting rights, except as described below under the heading “Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law — Provisions of Our Restated Certificate of Incorporation While There is a 40% Shareholder.” Accordingly, the holders of a majority of the shares of our common stock voting for the election of directors can elect all of the directors, if they choose to do so, subject to any rights of the holders of preferred stock to elect directors.

Dividends and Distributions. Subject to any preferential or other rights of any outstanding series of preferred stock that may be designated by our Board of Directors, the holders of shares of our common stock will be entitled to such dividends as may be declared from time to time by our Board of Directors from funds available therefor, and upon liquidation will be entitled to receive on a pro rata basis all of our assets available for distribution to such holders.

Preferred Stock

Our Board of Directors is authorized without further stockholder approval (except as may be required by applicable law or New York Stock Exchange regulations) to provide for the issuance of shares of preferred stock, in one or more series, and to fix for each such series such voting powers, designations, preferences and relative, participating, optional and other special rights, and such qualifications, limitations or restrictions, as are stated in the resolution adopted by our Board of Directors providing for the issuance of such series and as are permitted by the Delaware General Corporation Law. See “Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law — Preferred Stock.” If our Board of Directors elects to exercise this authority, the rights and privileges of holders of shares of our common stock could be made subject to the rights and privileges of any such series of preferred stock. The Rights Agreement provides for the issuance of shares of participating preferred stock under the circumstances specified in the Rights Agreement, upon the exercise or exchange of the rights issued thereunder. See “Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law — Stockholder Protection Rights Agreement.”

You should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that series, including:

• the title of the series and the number of shares in the series;

• the price at which the preferred stock will be offered;

• the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or non-cumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate;

• the voting rights, if any, of the holders of shares of the preferred stock being offered;

• the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered;

• the liquidation preference per share;

• the terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock, including the conversion price, or the manner of calculating the conversion price, and the conversion period;

• the terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities, including the exchange price, or the manner of calculating the exchange price, and the exchange period;

• any listing of the preferred stock being offered on any securities exchange;

• whether interests in the shares of the series will be represented by depositary shares;

• a discussion of any material Federal income tax considerations applicable to the preferred stock being offered;

• the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs;

• any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and

• any additional rights, preferences, qualifications, limitations and restrictions of the series.

The preferred stock of each series will rank senior to the common stock in priority of payment of dividends, and in the distribution of assets in the event of any liquidation, dissolution or winding up of Harris, to the extent of the preferential amounts to which the preferred stock of the respective series will be entitled.

Upon issuance, the shares of preferred stock will be fully paid and non-assessable, which means that their holders will have paid their purchase price in full and we may not require them to pay additional funds. Holders of preferred stock will not have any preemptive rights.

The transfer agent and registrar for the preferred stock will be identified in the applicable prospectus supplement.

No Preemptive Rights

No holder of any of our stock of any class authorized has any preemptive right to subscribe for any of our securities of any kind or class.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is Mellon Investor Services LLC.

Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law

General

Our Restated Certificate of Incorporation, our By-laws, the Rights Agreement and the Delaware General Corporation Law contain certain provisions that could delay or make more difficult an acquisition of control of us that is not approved by our Board of Directors, whether by means of a tender offer, open-market purchases, a proxy contest or otherwise. These provisions have been implemented to enable us to conduct our business in a manner that will foster our long-term growth without disruption caused by the threat of a takeover not deemed by our Board of Directors to be in the best interests of us and our stockholders. See also “— Stockholder Protection Rights Agreement.” These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of us, although such a proposal, if made, might be considered desirable by a majority of our stockholders. These provisions also may have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our Board of Directors. Set forth below is a description of the provisions contained in our Restated Certificate of Incorporation, our By-laws, the Rights Agreement and the Delaware General Corporation Law that could impede or delay an acquisition of control of us that our Board of Directors has not approved. This description is intended as a summary only and is qualified in its entirety by reference to our Restated Certificate of Incorporation, our By-laws and the Rights Agreement, as well as the Delaware General Corporation Law.

Classified Board of Directors

Our Restated Certificate of Incorporation provides for our Board of Directors to be divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of our Board of Directors will be elected each year. This provision could prevent a party who acquires control of a majority of our outstanding voting stock from obtaining control of our Board of Directors until the second annual stockholders’ meeting following the date on which the acquiror obtains the controlling stock interest and it could have the effect of discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us, in both cases increasing the likelihood that incumbent directors will retain their positions.

Number of Directors; Removal; Filling of Vacancies

Our Restated Certificate of Incorporation and By-laws provide that the number of directors shall not be fewer than eight or more than 13, the exact number to be fixed by resolution of our Board of Directors from time to time. Directors may be removed by stockholders only for cause.

Our Restated Certificate of Incorporation and By-laws provide that vacancies on the Board of Directors may be filled only by a majority vote of the remaining directors or by the sole remaining director.

Stockholder Action

Our Restated Certificate of Incorporation provides that stockholder action may be taken only at an annual or special meeting of stockholders. Therefore, stockholders may not act by written consent. Our By-laws provide that special meetings of stockholders may be called only by our Board of Directors, Chairman of the Board or Chief Executive Officer.

Advance Notice for Stockholder Proposals or Nominations at Meetings

Our By-laws establish an advance notice procedure for stockholder proposals to be brought before any annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including Rule 14a-8 under the Exchange Act, only such business may be conducted at an annual meeting of stockholders as has been:

• specified in the notice of annual meeting given by, or at the direction of, our Board of Directors;

• brought before the meeting by, or at the direction of, our Board of Directors; or

• brought by a stockholder who has given our Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.

With respect to a special meeting of the stockholders, only such business may be conducted at the meeting as has been specified in the notice of special meeting. The person presiding at such annual or special meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, our Board of Directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to our Secretary prior to a meeting at which directors are to be elected will be eligible for election as a director.

To be timely, notice of nominations or other business to be brought before any annual meeting must be delivered to our Secretary not fewer than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided , however , that if the annual meeting is not scheduled to be held within a period that commences 30 days before and ends 30 days after such anniversary date, such advance notice shall be given by the later of:

• the close of business on the date 90 days prior to the date of the annual meeting; or

• the close of business on the tenth day following the date that the annual meeting date is first publicly announced or disclosed.

If we call a special meeting of stockholders for the purpose of electing directors, notice of nominations must be delivered to our Secretary not later than the close of business on the tenth day following the date that the special meeting date and either the names of nominees or the number of directors to be elected is first publicly announced or disclosed.

Any stockholder who gives notice of a proposal must provide:

• the text of the proposal to be presented;

• a brief written statement of the reasons why he or she favors the proposal;

• the stockholder’s name and address;

• the number and class of all shares of each class of our stock owned of record and beneficially by such stockholder; and

• information as to any material interest the stockholder may have in the proposal (other than as one of our stockholders).

The notice of any nomination for election as a director must set forth:

• the name of the nominee;

• the number and class of all shares of each class of our capital stock owned of record and beneficially by the nominee and the information regarding the nominee required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the SEC;

• the signed consent of each nominee to serve as a director if elected;

• the nominating stockholder’s name and address; and

• the number and class of shares of our stock owned of record and beneficially by such nominating stockholder.

Amendments to By-laws

Our By-laws provide that our Board of Directors or the holders of a majority of the shares of our capital stock entitled to vote at an annual or special meeting of stockholders have the power to amend, alter, change or repeal our By-laws.

Amendment of the Restated Certificate of Incorporation

Any proposal to amend, alter, change or repeal any provision of our Restated Certificate of Incorporation requires approval by the affirmative vote of a majority of the voting power of all of the

shares of our capital stock entitled to vote on such matters, with the exception of certain provisions of our Restated Certificate of Incorporation that require a vote of 80 percent or more of such voting power.

Provisions of Our Restated Certificate of Incorporation Related to Business Combinations

Our Restated Certificate of Incorporation provides that, in addition to any affirmative vote required by law or any other provision of our Restated Certificate of Incorporation, “business combinations” (generally defined as mergers, consolidations, sales of substantially all assets, issuances or transfers of securities with a fair market value of more than $1.0 million, and other significant transactions) involving us or any of our subsidiaries and involving or proposed by an “interested stockholder” (generally defined for purposes of these provisions as a person who beneficially owns more than 10 percent of our outstanding voting capital stock, or is an affiliate of ours and who within the prior two years was such a 10 percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested stockholder within the prior two years) or an affiliate of an interested stockholder require the approval of at least 80 percent of our then outstanding capital stock, voting as a class, provided that business combinations approved by our continuing directors (as defined in our Restated Certificate of Incorporation) or satisfying certain “fair price” and procedure provisions (generally requiring that stockholders receive consideration at least equal to the highest price paid by the interested stockholder for shares of our common stock within the prior two years) are not subject to this 80 percent vote requirement. Our Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Anti-Greenmail Provisions of Our Restated Certificate of Incorporation

Our Restated Certificate of Incorporation provides that any purchase by us of shares of our voting capital stock from an “interested shareholder” (generally defined for purposes of these provisions as a person who beneficially owns more than five percent of our outstanding voting capital stock, or a person who is an affiliate of ours and who within the prior two years was such a five percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested shareholder within the prior two years) at a price higher than the market price at the time, other than pursuant to an offer to the holders of all outstanding shares of the class, requires the approval of the percentage of our then outstanding voting capital stock at least equal to the sum of the percentage held by the interested shareholder plus a majority of the remaining shares, voting as a single class. Our Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Provisions of Our Restated Certificate of Incorporation While There is a 40% Shareholder

Our Restated Certificate of Incorporation provides that in any election of directors on or after the date on which any “40% shareholder” (generally defined for purposes of these provisions as a person who beneficially owns more than 40 percent of our outstanding voting capital stock, or a person who is an affiliate of ours and who within the prior two years was such a 40 percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested shareholder within the prior two years) becomes a 40% shareholder, and until such time as no 40 percent shareholder any longer exists, there shall be cumulative voting for the election of directors so that any holder of our voting capital stock will be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which the holder would otherwise be entitled and such holder may cast all of such votes for a single director, or distribute such votes among as many candidates as such holder sees fit. In any such election of directors, one or more candidates may be nominated by a majority of our disinterested directors. With respect to any person so nominated, or nominated by a holder of our voting capital stock holding shares of our voting capital stock with a market price of at least $100,000, we are required to include certain information with respect to such nominees (generally on equal terms with other nominees of our Board of Directors and management) in our proxy statement or other materials with respect to the election of directors. Our Restated Certificate of Incorporation provides that these provisions

cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Preferred Stock

Our Restated Certificate of Incorporation authorizes our Board of Directors to issue one or more series of preferred stock by resolution and to determine, with respect to any series of preferred stock, the terms and rights of such series. We believe that the availability of preferred stock provides us with increased flexibility in structuring possible future financing and acquisitions and in meeting other corporate needs that might arise. Having such authorized shares available for issuance allows us to issue shares of preferred stock without the expense and delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well as the authorized shares of our common stock, are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of the New York Stock Exchange or any other stock exchange on which our securities may be listed. Although our Board of Directors has no intention at the present time of doing so, it does have the power (subject to applicable law) to issue a series of preferred stock that, depending on the terms of such series, could impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, such series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction. See “ — Stockholder Protection Rights Agreement.”

Stockholder Protection Rights Agreement

On December 6, 1996, our Board of Directors declared a dividend of one right (a “Right”) for each outstanding share of our common stock held of record at the close of business on December 6, 1996 (the “Record Time”), or issued thereafter and prior to the Separation Time (as defined below), or issued thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights were issued pursuant to a Stockholder Protection Rights Agreement, dated as of December 6, 1996 (as it may be amended from time to time, the “Rights Agreement”), between us and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”). Each Right entitles its registered holder to purchase from us, after the Separation Time, one two-hundredth of a share of Participating Preferred Stock, without par value (the “Participating Preferred Stock”), for $125.00 (the “Exercise Price”), subject to adjustment.

The Rights will be evidenced by common stock certificates until the close of business on the earlier of (in either case, the “Separation Time”):

• the tenth business day (or such later date as our Board of Directors may from time to time fix by resolution adopted prior to the Separation Time that otherwise would have occurred) after the date on which any Person (as defined in the Rights Agreement) commences a tender or exchange offer that, if consummated, would result in such Person becoming an Acquiring Person (as defined below); and

• the first date (the “Stock Acquisition Date”) of public announcement by us (by any means) that a Person has become an Acquiring Person; provided that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time; and provided further that if a tender or exchange offer referred to in the immediately preceding subparagraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of our common stock pursuant thereto, such offer shall be deemed never to have been made.

An Acquiring Person is defined in the Rights Agreement as any Person having Beneficial Ownership (as defined in the Rights Agreement) of 15 percent or more of the outstanding shares of our common stock, which term shall not include:

• us, any of our wholly-owned subsidiaries, or any employee stock ownership or other employee benefit plan of ours or any of our wholly-owned subsidiaries;

• any person who was the Beneficial Owner of 15 percent or more of our outstanding common stock on the date of the Rights Agreement or who shall become the Beneficial Owner of 15 percent or more of our outstanding common stock solely as a result of an acquisition of our common stock by us, until such time hereafter as such Person acquires additional shares of our common stock, other than through a stock dividend or stock split;

• any Person who becomes an Acquiring Person without any plan or intent to seek or effect control of us if such Person promptly divests sufficient securities such that such 15 percent or greater Beneficial Ownership ceases; or

• any Person who Beneficially Owns shares of our common stock consisting solely of (A) shares acquired pursuant to the grant or exercise of an option granted by us in connection with an agreement to merge with, or acquire, us at a time at which there is no Acquiring Person, (B) shares owned by such Person or its Affiliates or Associates (as such terms are defined in the Rights Agreement) at the time of such grant or (C) shares, amounting to less than one percent of our outstanding common stock, acquired by Affiliates or Associates of such Person after the time of such grant.

The Rights Agreement provides that, until the Separation Time, the Rights will be transferred with and only with shares of our common stock. Common stock certificates issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of our common stock represented thereby and shall contain a legend incorporating by reference the terms of the Rights Agreement. Notwithstanding the absence of the aforementioned legend, certificates evidencing shares of our common stock outstanding at the Record Time also shall evidence one Right for each share of our common stock evidenced thereby. Promptly following the Separation Time, separate certificates evidencing the Rights will be mailed to holders of record of our common stock at the Separation Time.

The Rights will not be exercisable until the Separation Time. The Rights will expire on the earliest of (in any such case, the “Expiration Time”):

• the Exchange Time (as defined below),

• December 6, 2006, the close of business on the tenth anniversary of the Record Time,

• the date on which the Rights are redeemed as described below, and

• immediately prior to the effective time of a consolidation, merger or share exchange of us (A) into another corporation or (B) with another corporation in which we are the surviving corporation but shares of our common stock are converted into cash and/or securities of another corporation, in either case pursuant to an agreement entered into by us prior to a Stock Acquisition Date.

The Exercise Price and the number of Rights outstanding, or in certain circumstances the securities purchasable upon exercise of the Rights, are subject to adjustment from time to time to prevent dilution in the event of a common stock dividend on, or a subdivision or a combination into a smaller number of shares of our common stock or the issuance or distribution of any securities or assets in respect of, in lieu of or in exchange for shares of our common stock.

If a Flip-in Date (as defined below) occurs prior to the Expiration Time, each Right (other than Rights Beneficially Owned by the Acquiring Person or any Affiliate or Associate thereof, which Rights shall become void) shall constitute the right to purchase from us, upon the exercise thereof in accordance with the terms of the Rights Agreement, that number of shares of our common stock having an aggregate Market Price (as defined in the Rights Agreement) equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price. In addition, our Board of Directors, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50 percent of the outstanding shares of our common stock, may elect to exchange all (but not less than all) of the then outstanding Rights (other than Rights Beneficially Owned by the Acquiring Person or any Affiliate or Associate thereof, which Rights shall become void) for shares of our common stock at an exchange ratio of one share of our common stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the Separation Time (the

“Exchange Ratio”). Immediately upon such action by our Board of Directors (the “Exchange Time”), the right to exercise the Rights will terminate and each Right thereafter will represent only the right to receive a number of shares of our common stock equal to the Exchange Ratio. A “Flip-in Date” is defined in the Rights Agreement as any Stock Acquisition Date or such later date as our Board of Directors from time to time may fix by resolution adopted prior to the Flip-in Date that otherwise would have occurred.

Whenever we become obligated under the Rights Agreement to issue shares of our common stock upon the exercise of or in exchange for the Rights, we, at our option, may substitute therefor shares of Participating Preferred Stock, at a ratio of one two-hundredth of a share of Participating Preferred Stock for each share of our common stock so issuable.

If, prior to the Expiration Time, we enter into, consummate or permit to occur a transaction or series of transactions after the time an Acquiring Person has become such in which, directly or indirectly:

• we consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time we enter into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person controls our Board of Directors and either (A) any term of or arrangement concerning the treatment of shares of our capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of our common stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person; or

• we sell or otherwise transfer (or one or more of our subsidiaries sell or otherwise transfer) assets (A) aggregating more than 50 percent of the assets (measured by either book value or fair market value) or (B) generating more than 50 percent of the operating income or cash flow, of us and our subsidiaries (taken as a whole) to any other Person (other than us or one or more of our wholly-owned subsidiaries) or to two or more such Persons that are affiliated or otherwise acting in concert, if, at the time of such sale or transfer of assets or at the time we (or any such subsidiary) enter into an agreement with respect to such sale or transfer, the Acquiring Person controls our Board of Directors (a “Flip-over Transaction or Event”),

we shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until we shall have entered into a supplemental agreement with the Person engaging in such Flip-over Transaction or Event or the parent corporation thereof (the “Flip-over Entity”), for the benefit of the holders of the Rights, providing that upon consummation or occurrence of the Flip-over Transaction or Event (1) each Right thereafter shall constitute the right to purchase from the Flip-over Entity, upon exercise thereof in accordance with the terms of the Rights Agreement, that number of shares of common stock of the Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price and (2) the Flip-over Entity thereafter shall be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all of our obligations and duties pursuant to the Rights Agreement.

Our Board of Directors, at its option, at any time prior to the Flip-in Date, may redeem all (but not less than all) the then outstanding Rights at a price of $.01 per Right (the “Redemption Price”), as provided in the Rights Agreement. Immediately upon the action of our Board of Directors electing to redeem the Rights, without any further action and without any notice, the right to exercise the Rights will terminate and each Right thereafter will represent only the right to receive the Redemption Price in cash or our securities.

The holders of Rights, solely by reason of their ownership of the Rights, will have no rights as our stockholders, including the right to vote or to receive dividends.

The Rights Agent and we from time to time may supplement or amend the Rights Agreement without the approval of any holders of the Rights (1) prior to the Flip-in Date, in any respect, and (2) on or after the Flip-in Date, to make any changes that we may deem necessary or desirable and that shall not

affect materially and adversely the interests of the holders of the Rights generally or to cure any ambiguity or to correct or supplement any inconsistent or defective provision contained therein.

The Rights will not prevent a takeover of us. However, the Rights may cause substantial dilution to a person or group that acquires 15 percent or more of our common stock unless the Rights first are redeemed by our Board of Directors. Nevertheless, the Rights should not interfere with a transaction that is in the best interests of us and our stockholders because the Rights can be redeemed on or prior to the Flip-in Date, before the consummation of such transaction.

Delaware General Corporation Law

Under Section 203 of the Delaware General Corporation Law (“Section 203”), certain “business combinations” (generally defined to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions that increase the interested stockholder’s percentage ownership of stock) between a publicly held Delaware corporation and an “interested stockholder” (generally defined as those stockholders who become beneficial owners of 15 percent or more of a Delaware corporation’s voting stock or their affiliates) are prohibited for a three-year period following the date that such stockholder became an interested stockholder. This three-year waiting period does not apply when:

• the corporation has elected in its certificate of incorporation not to be so governed;

• either the business combination or the proposed acquisition of stock resulting in the person becoming an interested stockholder was approved by the corporation’s board of directors before the other party to the business combination became an interested stockholder;

• upon consummation of the transaction that made such person an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by officers who are also directors or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or

• the business combination was approved by the corporation’s board of directors and also was ratified by two-thirds of the voting stock that the interested stockholder did not own.

Under certain circumstances, Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may elect to exclude a corporation from the restrictions imposed thereunder. Our Restated Certificate of Incorporation does not exclude us from the restrictions imposed under Section 203. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with our Board of Directors because the stockholder approval requirement would be avoided if a majority of the directors then in office approved either the business combination or the transaction that results in the stockholder becoming an interested stockholder. Such provisions also may have the effect of preventing changes in our management. It is possible that such provisions could make it more difficult to accomplish transactions that stockholders otherwise may deem to be in their best interests.

DESCRIPTION OF DEPOSITARY SHARES

We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction of a share of a particular series of preferred stock. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.

The shares of preferred stock underlying the depositary shares will be deposited with a depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts evidencing

the depositary shares. The depositary will be a bank or trust company selected by us, having its principal office in the United States of America and must have a combined capital and surplus of at least $50,000,000. The depositary will also act as the transfer agent, registrar and dividend disbursing agent for the depositary shares.

Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.

The following is a summary of the most important terms of the depositary shares. The deposit agreement, our Restated Certificate of Incorporation and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC will set forth all of the terms relating to the depositary shares.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions received relating to the series of preferred stock underlying the depositary shares, to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The record date for the depositary shares will be the same date as the record date for the preferred stock.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution. However, if the depositary determines that it is not feasible to make the distribution, the depositary may, with our approval, adopt another method for the distribution. The method may include selling the property and distributing the net proceeds to the holders.

Liquidation Preference

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.

Redemption of Depositary Shares

If a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving notice from us and not fewer than 35 nor more than 60 days prior to the date fixed for redemption of the preferred stock and the depositary shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts underlying the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holder’s depositary shares. The record date for the depositary shares will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock underlying the depositary shares in a manner consistent with the instructions of the holders of the depositary receipts. We will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.

Withdrawal of Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement, owners of depositary shares are entitled, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. After any such withdrawal, these holders of preferred stock will not be entitled to deposit the shares of preferred stock under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.

Conversion or Exchange of Preferred Stock

If the prospectus supplement relating to depositary shares says that the deposited preferred stock is convertible into or exchangeable for our capital stock or other securities, the following will apply. The depositary shares, as such, will not be convertible into or exchangeable for any of our securities. Rather, any holder of the depositary shares may surrender the related depositary receipts to the depositary with written instructions to instruct us to cause conversion or exchange of the preferred stock represented by the depositary shares into or for whole shares of our capital stock or other securities, as applicable. Upon receipt of those instructions and any amounts payable by the holder in connection with the conversion or exchange, we will cause the conversion or exchange using the same procedures as those provided for conversion or exchange of the deposited preferred stock. If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged.

Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares, other than any change in fees, will not be effective unless the amendment has been approved by at least a majority of the depositary shares then outstanding.

The deposit agreement may be terminated by us or the depositary only if:

• all outstanding depositary shares have been redeemed; or

• there has been a final distribution relating to the preferred stock in connection with our dissolution, and that distribution has been made to all the holders of depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other charges as provided in the deposit agreement. In certain circumstances, the depositary may refuse to transfer depositary shares, withhold dividends and distributions, and sell the depositary shares evidenced by the depositary receipt, if the charges are not paid.

Reports to Holders

The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary any reports and communications we deliver to the depositary as the holder of preferred stock.

Liability and Legal Proceedings

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper persons.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering a notice to us of its election to do so. We may also remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal. In addition, the successor depositary must be a bank or trust company having its principal office in the United States of America and must have a combined capital and surplus of at least $50,000,000.

Federal Income Tax Consequences

Owners of the depositary shares will be treated for Federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. Accordingly, the owners will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:

• no gain or loss will be recognized for Federal income tax purposes upon the withdrawal of preferred stock in exchange for depositary shares;

• the tax basis of each share of preferred stock to an exchanging owner of depositary shares will, upon the exchange, be the same as the aggregate tax basis of the depositary shares exchanged; and

• the holding period for preferred stock in the hands of an exchanging owner of depositary shares will include the period during which the person owned the depositary shares.

DESCRIPTION OF WARRANTS

We may issue warrants, in one or more series, for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together with our debt securities, preferred stock or common stock and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.

Debt Warrants

The prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the terms of those warrants, including the following:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of the warrants;

• the aggregate number of warrants outstanding;

• the designation and terms of the debt securities purchasable upon exercise of the warrants;

• if applicable, the designation and terms of the debt securities that the warrants are issued with and the number of warrants issued with each debt security;

• if applicable, the date from and after which the warrants and any debt securities issued with them will be separately transferable;

• the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the debt securities may be purchased upon exercise;

• the dates on which the right to exercise the warrants will commence and expire;

• if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

• whether the warrants represented by the warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;

• information relating to book-entry procedures, if any;

• the currency or currency units in which the offering price, if any, and the exercise price are payable;

• if applicable, a discussion of material U.S. Federal income tax considerations;

• anti-dilution provisions of the warrants, if any;

• redemption or call provisions, if any, applicable to the warrants;

• the identity of the warrant agent;

• any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and

• any other information we think is important about the warrants.

Common Stock or Preferred Stock Warrants

The prospectus supplement relating to a particular issue of warrants to purchase shares of common stock or preferred stock will describe the terms of the warrants, including the following:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of the warrants;

• the shares of common stock or the designation and terms of the preferred stock that may be purchased upon exercise of the warrants;

• if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;

• if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;

• the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the price at which the shares may be purchased upon exercise;

• the dates on which the right to exercise the warrants commence and expire;

• if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

• the currency or currency units in which the offering price, if any, and the exercise price are payable;

• if applicable, a discussion of material U.S. Federal income tax considerations;

• anti-dilution provisions of the warrants, if any;

• redemption or call provisions, if any, applicable to the warrants;

• any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and

• any other information we think is important about the warrants.

Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the principal amount of debt securities or the number of shares of common stock or preferred stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being offered.

Until a holder exercises the warrants to purchase our debt securities or shares of our common stock or preferred stock, the holder will not have any rights as a holder of our debt securities or shares of our common stock or preferred stock, as the case may be, by virtue of ownership of warrants.

PLAN OF DISTRIBUTION

We may offer and sell these securities in any one or more of the following ways:

• to or through underwriters, brokers or dealers;

• directly to one or more other purchasers;

• through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• through agents on a best-efforts basis; or

• otherwise through a combination of any such methods of sale.

Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:

• the purchase price of the securities and the proceeds we will receive from the sale of the securities;

• any underwriting discounts and other items constituting underwriters’ compensation;

• any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;

• any commissions allowed or paid to agents;

• any securities exchanges on which the securities may be listed;

• the method of distribution of the securities;

• the terms of any agreement, arrangement or understanding entered into with brokers or dealers; and

• any other information we think is important.

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The securities may be sold from time to time in one or more transactions:

• at a fixed price or prices, which may be changed;

• at market prices prevailing at the time of sale;

• at prices related to such prevailing market prices;

• at varying prices determined at the time of sale; or

• at negotiated prices.

Such sales may be effected:

• in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

• in transactions in the over-the-counter market;

• in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;

• in transactions otherwise than on such exchanges or services or the over-the-counter market;

• through the writing of options; or

• through other types of transactions.

The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discounts or concessions allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

The securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth in, the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

If indicated in the applicable prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain institutional investors to purchase securities from us pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include, among others:

• commercial and savings banks;

• insurance companies;

• pension funds;

• investment companies; and

• educational and charitable institutions.

In all cases, these purchasers must be approved by us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchasers under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject, and (b) if the securities are also being sold to underwriters, we must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

Some of the underwriters, dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act and to be reimbursed by us for certain expenses.

Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.

Each series of securities other than common stock will be a new issue of securities with no established trading market. Any underwriters to which offered securities are sold by us for public offering and sale may make a market in such securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time.

The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering.

If more than 10 percent of the net proceeds of any offering of securities made under this prospectus will be received by members of the National Association of Securities Dealers, Inc., which we refer to in this prospectus as the “NASD”, participating in the offering or by affiliates or associated persons of such NASD members, the offering will be conducted in accordance with NASD Conduct Rule 2710(c)(8). Pursuant to the rules of the NASD, underwriting compensation, as defined in the NASD rules, will not exceed 8 percent of the gross proceeds of any offering pursuant to this prospectus.

To comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

Our common stock is quoted on the New York Stock Exchange under the symbol “HRS.” The other securities are not listed on any securities exchange or other stock market and, unless we state otherwise in the applicable prospectus supplement, we do not intend to apply for listing of the other securities on any securities exchange or other stock market. Accordingly, we give you no assurance as to the development or liquidity or any trading market for the securities.

LEGAL MATTERS

Unless otherwise disclosed in a prospectus supplement, the validity of these securities will be passed upon for us by our outside counsel, Holland & Knight LLP, Jacksonville, Florida. Unless otherwise disclosed in a prospectus supplement, certain matters will be passed upon for any underwriters, dealers or agents, if any, by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

Our consolidated financial statements as of June 27, 2003 and June 28, 2002, and for each of the three years in the period ended June 27, 2003, incorporated by reference in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent certified public accountants, as set forth in their report thereon incorporated by reference herein. Such consolidated financial statements are incorporated herein by reference in reliance on such report given upon the authority of such firm as experts in accounting and auditing.

(HARRIS LOGO)

$500,000,000

Debt Securities, Preferred Stock, Common Stock,

Depositary Shares and Warrants

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities it describes, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

[ l ] , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates, except the Securities and Exchange Commission registration fee.


Securities and Exchange Commission registration fee		$	40,450	*
Accounting fees and expenses			20,000
Legal fees and expenses			50,000
Indenture Trustees’ fees and expenses			20,000
Printing fees and expenses			50,000
Rating Agency fees			217,000
Miscellaneous			10,000

	TOTAL	$	407,450

* Includes the offset pursuant to Rule 457(p) of an aggregate registration fee of $40,450, which the Registrant paid in connection with $500,000,000 of unsold securities under Registration Statement No. 333-66241.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) permits a corporation to indemnify any person who was, 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 the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner he or she 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 or her conduct was unlawful.

A Delaware corporation may indemnify any person in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person is adjudged to be liable to the corporation in the performance of his or her duty. Where a present or former director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the prior paragraph or in this paragraph, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

The Registrant’s By-Laws provide for indemnification of (among others) the Registrant’s current and former directors and officers to the full extent permitted by law. The Registrant’s By-Laws also provide that expenses (including attorneys’ fees) incurred by any such person in defending actions, suits or proceedings shall be paid or reimbursed by the Registrant promptly upon demand.

As permitted by Section 102(b)(7) of the DGCL, the Registrant’s Restated Certificate of Incorporation provides that its directors will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, which concerns unlawful payment of dividends, stock purchases or redemptions, or (d) for any transaction from which the director derived an improper personal benefit.

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While the Restated Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate that duty. Accordingly, the Restated Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions described in the preceding paragraph apply to an officer of the Registrant only if he or she is a director of the Registrant and is acting in his or her capacity as a director, and do not apply to officers of the Registrant who are not directors.

As permitted by the DGCL, the Registrant maintains officers’ and directors’ liability insurance that insures against claims and liabilities (with stated exceptions) that officers and directors of the Registrant may incur in such capacities. In addition, the Registrant has entered into indemnification agreements with each of the directors and executive officers pursuant to which each director and executive officer is entitled to be indemnified to the fullest extent allowable under Delaware law.

Item 16. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:


1	(a)	Form of Agency Agreement (to be filed, if necessary, by a Form 8-K or by amendment).
1	(b)	Form of Underwriting Agreement (Debt Securities) (to be filed, if necessary, by a Form 8-K or by amendment).
1	(c)	Form of Underwriting Agreement (Equity Securities) (to be filed, if necessary, by a Form 8-K or by amendment).
3	(a)	Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.
3	(b)	By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 6, 1999.
3	(c)	Amendment to By-Laws of Harris Corporation, adopted on June 23, 2000, incorporated herein by reference to Exhibit 3(iii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000.
4	(a)	Stockholder Protection Rights Agreement, between the Registrant and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 6, 1996.
4	(b)	Indenture, dated as of September 3, 2003, between the Registrant and The Bank of New York.
4	(c)	Subordinated Indenture, dated as of September 3, 2003, between the Registrant and The Bank of New York.
4	(d)	Form of Senior Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(e)	Form of Subordinated Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(f)	Form of Convertible Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(g)	Form of Preferred Stock Certificate of Designation (to be filed, if necessary, by a Form 8-K or by amendment).
4	(h)	Form of Deposit Agreement (to be filed, if necessary, by a Form 8-K or by amendment).
4	(i)	Form of Depositary Receipt (contained in Exhibit 4(h)).
4	(j)	Form of Debt Securities Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).
4	(k)	Form of Preferred Stock Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).

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4	(l)	Form of Common Stock Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).
5		Opinion of Holland & Knight LLP, as to the validity of the securities registered hereby.
12		Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
23	(a)	Consent of Holland & Knight LLP (included in Opinion in Exhibit 5).
23	(b)	Consent of Ernst & Young LLP.
24		Powers of Attorney (included on the signature pages of this Registration Statement).
25	(a)	Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.
25	(b)	Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939.

Item 17. 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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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 that remain unsold at the termination of the offering.

      (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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) To file an application, if necessary, for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the

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rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

(6) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 3rd day of September, 2003.

HARRIS CORPORATION

(Registrant)

By: /s/ BRYAN R. ROUB

Bryan R. Roub

Senior Vice President and
Chief Financial Officer

POWER OF ATTORNEY

KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints RICHARD L. BALLANTYNE and SCOTT T. MIKUEN, each and individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, for him or her in any and all capacities, to sign any and all amendments including post-effective amendments, to this Registration Statement (and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933) and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorneys-in-fact or agents or their substitutes, may do or cause to be done by virtue hereof.

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



Signature	Title	Date


/s/ HOWARD L. LANCE Howard L. Lance	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	September 3, 2003

/s/ BRYAN R. ROUB Bryan R. Roub	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	September 3, 2003

/s/ JAMES L. CHRISTIE James L. Christie	Vice President-Controller (Principal Accounting Officer)	September 3, 2003

/s/ THOMAS A. DATTILO Thomas A. Dattilo	Director	September 3, 2003

/s/ RALPH D. DENUNZIO Ralph D. Denunzio	Director	September 3, 2003

/s/ JOSEPH L. DIONNE Joseph L. Dionne	Director	September 3, 2003

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Signature	Title	Date


/s/ LEWIS HAY III Lewis Hay III	Director	September 3, 2003

/s/ KAREN KATEN Karen Katen	Director	September 3, 2003

/s/ STEPHEN P. KAUFMAN Stephen P. Kaufman	Director	September 3, 2003

/s/ DAVID B. RICKARD David B. Rickard	Director	September 3, 2003

/s/ GREGORY T. SWIENTON Gregory T. Swienton	Director	September 3, 2003

II-6

INDEX TO EXHIBITS


1	(a)	Form of Agency Agreement (to be filed, if necessary, by a Form 8-K or by amendment).
1	(b)	Form of Underwriting Agreement (Debt Securities) (to be filed, if necessary, by a Form 8-K or by amendment).
1	(c)	Form of Underwriting Agreement (Equity Securities) (to be filed, if necessary, by a Form 8-K or by amendment).
3	(a)	Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.
3	(b)	By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 6, 1999.
3	(c)	Amendment to By-Laws of Harris Corporation, adopted on June 23, 2000, incorporated herein by reference to Exhibit 3(iii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000.
4	(a)	Stockholder Protection Rights Agreement, between the Registrant and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 6, 1996.
4	(b)	Indenture, dated as of September 3, 2003, between the Registrant and The Bank of New York.
4	(c)	Subordinated Indenture, dated as of September 3, 2003, between the Registrant and The Bank of New York.
4	(d)	Form of Senior Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(e)	Form of Subordinated Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(f)	Form of Convertible Debt Security (to be filed, if necessary, by a Form 8-K or by amendment).
4	(g)	Form of Preferred Stock Certificate of Designation (to be filed, if necessary, by a Form 8-K or by amendment).
4	(h)	Form of Deposit Agreement (to be filed, if necessary, by a Form 8-K or by amendment).
4	(i)	Form of Depositary Receipt (contained in Exhibit 4(h)).
4	(j)	Form of Debt Securities Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).
4	(k)	Form of Preferred Stock Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).
4	(l)	Form of Common Stock Warrant Agreement (including form of Warrant Certificate) (to be filed, if necessary, by a Form 8-K or by amendment).
5		Opinion of Holland & Knight LLP, as to the validity of the securities registered hereby.
12		Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
23	(a)	Consent of Holland & Knight LLP (included in Opinion in Exhibit 5).
23	(b)	Consent of Ernst & Young LLP.
24		Powers of Attorney (included on the signature pages of this Registration Statement).
25	(a)	Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.
25	(b)	Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939.

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Exhibit 4(b)

HARRIS CORPORATION

THE BANK OF NEW YORK

AS TRUSTEE

INDENTURE

DATED AS OF SEPTEMBER 3, 2003

HARRIS CORPORATION

Cross-Reference Sheet Between Trust Indenture Act of 1939 and Indenture:


Section of
Trust Indenture Act
of 1939		Indenture Section

310(a) (1)		8.09
310(a) (2)		8.09
310(a) (3)		Not applicable
310(a) (4)		Not applicable
310(a) (5)		8.09
310(b)		8.08 and 8.10
310(c)		Not applicable
311(a)		8.13
311(b)		8.13
311(c)		Not applicable
312(a)		6.01 and 6.02(a)
312(b)		6.02(b)
312(c)		6.02(c)
313(a)		6.04(a)
313(b)		6.04(b)
313(c)		6.04(b)
313(d)		6.04(c)
314(a)		5.13 and 6.03
314(b)		Not applicable
314(c)		13.06
314(d)		Not applicable
314(e)		13.06
314(f)		Not applicable
315(a)		8.01
315(b)		7.07
315(c)		8.01
315(d)		8.01
315(e)		7.08
316(a)		7.01, 7.06 and 9.04
316(b)		7.04, 7.06 and 11.02
316(c)		11.02
317(a)		7.02
317(b)		5.08
318(a)		13.07

NOTE: The above cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS


		Page

PARTIES			1
RECITALS:
	Compliance with Legal Requirements		1
	Purpose of and Consideration for Indenture		1

ARTICLE ONE DEFINITIONS
SECTION 1.01.	Definitions		1
	Attributable Debt		1
	Board of Directors		1
	Board Resolution		1
	Business Day		2
	Company		2
	Company Order		2
	Consolidated Net Worth		2
	Corporate Trust Office		2
	Depositary		2
	Event of Default		2
	Exchange Act		2
	Funded Debt		2
	Global Security		3
	Holder, Security Holder		3
	Indenture		3
	Officers’ Certificate		3
	Opinion of Counsel		3
	Original Issue Discount Security		3
	Outstanding		3
	person		4
	Principal Property		4
	responsible officer		4
	Restricted Subsidiary		4
	SEC		4
	Security or Securities		4
	Security Register		4
	Security Registrar		4
	Subsidiary		4
	Trust Indenture Act of 1939		4
	Trustee		5
	Yield to Maturity		5
	Wholly-owned Restricted Subsidiary		5
SECTION 1.02.	Other Definitions		5
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act of 1939		5
SECTION 1.04.	Rules of Construction		5

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE TWO SECURITIES
SECTION 2.01.	Forms Generally		6
SECTION 2.02.	Form of Trustee’s Certificate		6
SECTION 2.03.	Amounts Unlimited; Issuable in Series		6
SECTION 2.04.	Authentication and Delivery of Securities		8
SECTION 2.05.	Execution of Securities		9
SECTION 2.06.	Certificate of Authentication		9
SECTION 2.07.	Denomination and Date of Securities; Payments of Interest		9
SECTION 2.08.	Registration, Transfer and Exchange		10
SECTION 2.09.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities		10
SECTION 2.10.	Cancellation of Securities; Destruction Thereof		11
SECTION 2.11.	Temporary Securities		11
SECTION 2.12.	CUSIP Numbers		11
SECTION 2.13.	Book-Entry Provision for Global Securities		12

ARTICLE THREE REDEMPTION OF SECURITIES AND SINKING FUNDS
SECTION 3.01.	Applicability of Article		12
SECTION 3.02.	Notice of Redemption; Partial Redemption		13
SECTION 3.03.	Payment of Securities Called for Redemption		13
SECTION 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption		14
SECTION 3.05.	Mandatory and Optional Sinking Funds		14

ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS
SECTION 4.01.	Covenant Defeasance of Securities		16
SECTION 4.02.	Satisfaction and Discharge of Indenture		17
SECTION 4.03.	Application of Trust Moneys		17
SECTION 4.04.	Repayment to Company		17
SECTION 4.05.	Reinstatement		18

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY
SECTION 5.01.	Payment of Principal of and Interest on Securities		18
SECTION 5.02.	Maintenance of Offices and Agencies for Securities		18
SECTION 5.03.	Company Not to Extend Time of Payment of Claims for Interest		19
SECTION 5.04.	Due Authorization of Securities		19
SECTION 5.05.	Company and Restricted Subsidiaries to Maintain Insurance		19
SECTION 5.06.	Payment of Taxes and Governmental Charges; Maintenance of Property		19
SECTION 5.07.	Company to Appoint Successor Trustee and Agents		20
SECTION 5.08.	Appointment of Paying Agent Other Than Trustee		20
SECTION 5.09.	Covenant to Maintain Corporate Existence		21
SECTION 5.10.	Limitation on Sales and Leasebacks		21
SECTION 5.11.	Negative Pledge		21
SECTION 5.12.	Covenant of Further Assurances		23
SECTION 5.13.	Officers’ Certificate as to Performance of Covenants; Notice of Certain Defaults		24

ARTICLE SIX SECURITY HOLDERS’ LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION 6.01.	Company to Furnish Trustee Information as to Names and Addresses of Security Holders		24
SECTION 6.02.	Trustee to Preserve List of Holders		24
SECTION 6.03.	Company to Furnish Reports to Trustee		25
SECTION 6.04.	Reports by Trustee		26

ARTICLE SEVEN REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS UPON EVENT OF DEFAULT
SECTION 7.01.	Events of Default Defined; Acceleration; Waiver and Rescission		26
SECTION 7.02.	Covenant to Pay; Collection by Trustee		28
SECTION 7.03.	Application of Moneys Collected by Trustee		29
SECTION 7.04.	Limitation on Suits by Holders of Securities		30
SECTION 7.05.	Delay or Omission in Exercise of Rights Not Waiver of Default		30
SECTION 7.06.	Rights of Holders of Majority		30
SECTION 7.07.	Trustee to Give Notice of Defaults Known to It, but May Withhold in Certain Circumstances		31
SECTION 7.08.	Requirement of an Undertaking to Pay Costs in Certain Suits under Indenture or Against Trustee		31
SECTION 7.09.	Waiver of Stay, Extension or Usury Laws		32

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iii


		Page


ARTICLE EIGHT CONCERNING THE TRUSTEE
SECTION 8.01.	Duties of Trustee Prior to and After Event of Default		32
SECTION 8.02.	Rights of Trustee		33
SECTION 8.03.	Trustee not Liable for Recitals in Indenture or in Securities		34
SECTION 8.04.	Trustee, Paying Agent or Security Registrar May Own Securities		34
SECTION 8.05.	Moneys Received by Trustee to Be Held in Trust		34
SECTION 8.06.	Trustee Entitled to Compensation, Reimbursement and Indemnity		34
SECTION 8.07.	Right of Trustee to Rely on Certificate of Officers of Company		35
SECTION 8.08.	Trustee Acquiring Conflicting Interest		35
SECTION 8.09.	Requirements for Eligibility of Trustee		35
SECTION 8.10.	Replacement of Trustee		35
SECTION 8.11.	Acceptance by Successor to Trustee; Eligibility and Qualification of Successor Trustee		36
SECTION 8.12.	Successor to Trustee by Merger, Consolidation or Succession to Business		37
SECTION 8.13.	Preferential Collection of Claims Against the Company		37

ARTICLE NINE CONCERNING THE SECURITY HOLDERS
SECTION 9.01.	Evidence of Action of Security Holders		37
SECTION 9.02.	Proof of Execution of Instruments and Holding of Securities		37
SECTION 9.03.	Who May Be Deemed Owners of Securities		38
SECTION 9.04.	Securities Owned by Company or Controlled or Controlling Persons Disregarded for Certain Purposes		38
SECTION 9.05.	Action by Security Holders Binds Future Holders		38

ARTICLE TEN SECURITY HOLDERS’ MEETINGS
SECTION 10.01.	Purposes for Which Meetings May Be Called		39
SECTION 10.02.	Manner of Calling Meetings		39
SECTION 10.03.	Call of Meetings by Company or Security Holders		39
SECTION 10.04	Who May Attend and Vote at Meetings		39
SECTION 10.05.	Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment		40
SECTION 10.06.	Manner of Voting at Meetings and Record to Be Kept		40
SECTION 10.07.	Exercise of Rights of Trustee or Security Holders Not Hindered by Call of Meeting		40

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE ELEVEN SUPPLEMENTAL INDENTURES
SECTION 11.01.	Purposes for Which Supplemental Indenture May Be Entered Into Without Consent of Security Holders		41
SECTION 11.02.	Modification of Indenture with Consent of Holders		42
SECTION 11.03.	Effect of Supplemental Indentures		42
SECTION 11.04.	Securities May Bear Notation of Changes		43
SECTION 11.05.	Trustee to Sign Amendments, etc.		43
SECTION 11.06.	Payment for Consent		43

ARTICLE TWELVE CONSOLIDATION, MERGER OR SALE
SECTION 12.01.	Consolidation, Merger or Sale		43
SECTION 12.02.	Securities and Indenture to Be Assumed by Successor on Consolidation, Merger or Sale		44

ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS
SECTION 13.01.	Successors and Assigns of Company		44
SECTION 13.02.	Acts of Board, Committee or Officers of Successor Corporation		44
SECTION 13.03.	Surrender of Powers by Company		45
SECTION 13.04.	Required Notices or Demands May Be Served by Mail		45
SECTION 13.05.	Payments Due on Sundays or Holidays		45
SECTION 13.06.	Officers’ Certificate and Opinion of Counsel to Be Furnished upon Applications or Demands by Company		45
SECTION 13.07.	Provisions of Trust Indenture Act of 1939 to Control		46
SECTION 13.08.	Substituted Publication or Notice		46
SECTION 13.09	Effect of Invalidity of Provisions		46
SECTION 13.10.	Indenture to Be Construed in Accordance with New York Law		46
SECTION 13.11.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability		46
SECTION 13.12.	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities		46
SECTION 13.13.	Indenture May Be Executed in Counterparts		46
SECTION 13.14.	Table of Contents; Headings		47
SIGNATURES			48
ACKNOWLEDGMENTS			49

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of September 3, 2003, between HARRIS CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company” ), and THE BANK OF NEW YORK, a New York banking corporation (hereinafter sometimes called the “Trustee” ).

WHEREAS, the Company is empowered to issue securities for any of the objects and purposes of the Company; and

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (hereinafter referred to as the “Securities” ), up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and

WHEREAS, all acts and things necessary to make the Securities, when executed by the Company and authenticated and delivered by the Trustee as in this Indenture provided, the valid, binding and legal obligations of the Company, and to constitute these presents a valid indenture and agreement, have been done and performed, and the execution of this Indenture and the issue hereunder of the Securities have in all respects been duly authorized, and the Company, in the exercise of the legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Securities;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

In consideration of the premises and of the purchase and acceptance of the Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and ratable benefit of the respective holders from time to time of the Securities, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

Attributable Debt:

The term “Attributable Debt” when used with respect to any sale and leaseback transaction shall mean, at the time of determination, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). As used in the preceding sentence, “net rental payments” under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

Board of Directors:

The term “Board of Directors” shall mean the Board of Directors of the Company, the Executive and Finance Committee thereof, or any other committee of the Board of Directors duly authorized to act for the Board of Directors.

Board Resolution:

The term “Board Resolution” shall mean a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

Business Day:

The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or, with respect to any Securities the place of payment for which is a city other than the City of New York, in such other city.

Company:

The term “Company” shall mean Harris Corporation and, subject to the provisions of Article Twelve, in lieu of or in addition to Harris Corporation, as the case may be, its successors and assigns.

Company Order:

The term “Company Order” shall mean a written statement, request or order of the Company signed in its name by the Chairman of the Board, the President or any Vice President of the Company.

Consolidated Net Worth:

The term “Consolidated Net Worth” shall mean the stockholders’ equity of the Company and its consolidated Subsidiaries, as shown on the audited consolidated balance sheet in the Company’s latest annual report to stockholders.

Corporate Trust Office:

The term “Corporate Trust Office” shall mean the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

Depositary:

The term “Depositary” shall mean, with respect to the Securities of any series issuable in the form of one or more Global Securities, the person designated as Depositary by the Company pursuant to Sections 2.03 and 2.13 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Depositary ” shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, “ Depositary ” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Global Securities of that series.

Event of Default:

The term “Event of Default” shall mean any event specified in Section 7.01 continued for the period of time, if any, therein designated.

Exchange Act:

The term “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

Funded Debt:

The term “Funded Debt” shall mean all indebtedness issued, incurred, assumed or guaranteed by the Company or a Restricted Subsidiary, or for the payment of which it is otherwise primarily or secondarily liable, maturing by its terms more than one year from the date of the creation thereof or renewable or refundable at the option of the obligor to a date more than one year from the date of the original creation thereof.

Global Security:

The term “Global Security” shall mean a security evidencing all or a part of a series of Securities issued to the Depositary for such series in accordance with Section 2.13.

Holder, Security Holder:

The terms “Holder” and “Security Holder” or similar terms shall mean the person in whose name such Security is registered in the Security Register kept by the Company for that purpose in accordance with the terms hereof.

Indenture:

The term “Indenture” shall mean this instrument as originally executed, or, if amended or supplemented, as so amended or supplemented.

Officers’ Certificate:

The term “Officers’ Certificate” shall mean a certificate signed by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Controller or the Secretary or an Assistant Secretary of the Company. Each such certificate shall include the statements provided for in Section 13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel who shall be satisfactory to the Trustee, and who may be an employee of or counsel to the Company. Each such opinion shall include the statements provided for in Section 13.06, if and to the extent required by the provisions thereof.

Original Issue Discount Security:

The term “Original Issue Discount Security” shall mean any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01.

Outstanding:

The term “Outstanding,” when used with reference to Securities, shall, subject to the provisions of Section 9.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

      (a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

      (b) Securities for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company); provided that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

      (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.09, unless proof satisfactory to the Trustee is presented that any such Securities are held by one or more protected purchasers;

provided, however , that in determining whether the Holders of the requisite principal amount of Securities outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities

and that the pledgee is not the Company or any other obligor upon the Securities or any affiliate of the Company or such other obligor.

person:

The term “person” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Principal Property:

The term “Principal Property” shall mean any manufacturing plant located within the United States of America (other than its territories or possessions) and owned or leased by the Company or any Subsidiary, except any such plant that, in the opinion of the Board of Directors of the Company, is not of material importance to the business conducted by the Company and its Subsidiaries, taken as a whole.

Responsible officer:

The term “responsible officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

Restricted Subsidiary:

The term “Restricted Subsidiary” shall mean any Subsidiary that owns or leases a Principal Property.

SEC:

The term “SEC” shall mean the Securities and Exchange Commission.

Security or Securities:

The term “Security” or “Securities” shall mean any Security or Securities, as the case may be, authenticated and delivered under this Indenture.

Security Register:

The term “Security Register” shall mean the register kept, or caused to be kept, by the Company with the Security Registrar pursuant to Section 2.08.

Security Registrar:

The term “Security Registrar” shall mean the office or agency appointed and maintained by the Company pursuant to Section 5.02.

Subsidiary:

The term “Subsidiary” shall mean any corporation of which the Company, or the Company and one or more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own at the time (i) more than fifty percent (50%) of the outstanding capital stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power in the election of members of the board of directors, managers or trustees of said corporation, and (ii) securities having at such time voting power to elect at least a majority of the members of the board of directors, managers or trustees of said corporation.

Trust Indenture Act of 1939:

The term “Trust Indenture Act of 1939,” subject to the provisions of Sections 11.01 and 11.02, shall mean the Trust Indenture Act of 1939 as in force at the date of execution of this instrument as originally executed.

Trustee:

The term “Trustee” shall mean the Trustee under this Indenture for the time being, whether original or successor.

Yield to Maturity:

The term “Yield to Maturity” shall mean the yield to maturity on a series of Securities, calculated at the time of issuance of such series or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

Wholly-owned Restricted Subsidiary:

The term “Wholly-owned Restricted Subsidiary” shall mean a Restricted Subsidiary all of the outstanding capital stock of which, other than directors’ qualifying shares, and all of the Funded Debt of which, shall at the time be owned by the Company or by one or more Wholly-owned Restricted Subsidiaries, or by the Company in conjunction with one or more Wholly-owned Restricted Subsidiaries.

SECTION 1.02. Other Definitions.


Term:	Defined in Section:

“additional lien”		12.01
“Agent Members”		2.13
“applicants”		6.02
“defaults”		7.07
“Government Contracts”		5.11
“Government Obligations”		4.01
“mandatory sinking fund payment”		3.05
“optional sinking fund payment”		3.05
“record date”		2.07
“sinking fund payment date”		3.05

SECTION 1.03. Incorporation by Reference of Trust Indenture Act of 1939. Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, the provision is incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act of 1939 terms used in this Indenture have the following meanings:

      “Commission” means the SEC.

      “indenture securities” means the Securities.

      “indenture securityholder” means a Holder or Security Holder.

      “indenture to be qualified” means this Indenture.

      “indenture trustee” or “institutional trustee” means the Trustee.

      “obligor” on the indenture securities means the Company.

All other Trust Indenture Act of 1939 terms used in this Indenture that are defined by the Trust Indenture Act of 1939, defined by Trust Indenture Act of 1939 reference to another statute, or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

      (1) a term has the meaning assigned to it;

      (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect in the United States from time to time;

      (3) “or” is not exclusive;

      (4) “including” means including, without limitation; and

      (5) words in the singular include the plural, and words in the plural include the singular.

ARTICLE TWO

SECURITIES

SECTION 2.01. Forms Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities as evidenced by their execution of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities as evidenced by their execution of such Securities.

Section 2.02. Form of Trustee’s Certificate . The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK

as Trustee

By:

Authorized Signatory

SECTION 2.03. Amounts Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series, and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Company. All Securities of any one series shall be substantially identical except as to denomination. There shall be established in or pursuant to one or more Board Resolutions and set forth in a Board Resolution or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in one or more Officers’ Certificates detailing such establishment, and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series,

record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

      (e) the place or places where the principal of, premium, if any, and any interest on Securities of the series shall be payable (if other than as provided in Section 5.02);

      (f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;

      (g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

      (h) if other than denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000, the denominations in which Securities of the series shall be issuable;

      (i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the maturity thereof;

      (j) whether the Securities of the series will be issuable as Global Securities;

      (k) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

      (l) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security or Global Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

      (m) any trustees, depositaries, authenticating or paying agents, transfer agents, calculation agent (if any), or registrars or any other agents with respect to the Securities of such series;

      (n) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of principal of, premium, if any, and interest on, the Securities of such series shall be payable;

      (o) if the amount of payment of principal of, premium, if any, and interest on, the Securities of such series may be determined with reference to an index, formula or other method, the manner in which such amounts shall be determined;

      (p) whether the Securities of such series are subject to defeasance or covenant defeasance, or such other means of satisfaction and discharge as may be specified for such series;

      (q) the obligation, if any, of the Company to permit or cause the Securities of such series to be converted into or exchanged for common stock of the Company or other securities or property of the Company and the terms and conditions upon which conversion or exchange shall be effected;

      (r) if convertible or exchangeable, any limitations on the ownership or transferability of the securities or property into which the Securities of such series are convertible or exchangeable;

      (s) any other deletions of, or changes or additions to, events of default or covenants with respect to the Securities of such series; and

      (t) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officers’ Certificate or any such indenture supplemental hereto.

If any of the terms of a series of Securities are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of such series shall be delivered to the Trustee at or prior to the time of delivery of the Company Order for the authentication and delivery of Securities of such series.

SECTION 2.04. Authentication and Delivery of Securities. The Company may deliver Securities of any series executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Company (contained in the Company Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and (subject to Section 8.01) shall be fully protected in relying upon:

      (a) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company;

      (b) any Board Resolution, Officers’ Certificate or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of such Securities were established;

      (c) an Officers’ Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to Section 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

      (d) At the option of the Company, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that:

      (i) the forms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture;

      (ii) certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in a Company Order shall have been established, all such terms will have been duly authorized by the Company and will have been established inconformity with the provisions of this Indenture; and

      (iii) when the Securities have been executed by the Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will have been duly issued under this Indenture and will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture.

opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.

SECTION 2.05. Execution of Securities. The Securities shall be signed on behalf of the Company by the chairman of its Board of Directors or any vice chairman of its Board of Directors or its president or any vice president or its secretary or treasurer. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

SECTION 2.06. Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form set forth in Section 2.02 hereof, executed by the Trustee by the manual signature of one of its authorized representatives, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

SECTION 2.07. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations established as contemplated by Section 2.03 or, if not so established, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof.

Each Security shall be dated the date of its authentication.

The person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the Holders of Securities not less than fifteen days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the date fifteen calendar days prior to an interest payment date (whether or not a Business Day).

SECTION 2.08. Registration, Transfer and Exchange. The Company will keep at each office or agency to be maintained for the purpose as provided in Section 5.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Securities of such series and the registration of transfer of Securities of such series. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 5.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series, maturity date, interest rate and original issue date and other terms in authorized denominations for a like aggregate principal amount.

At the option of the Holder thereof, Securities of any series (except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 5.02 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or registration of transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Company.

All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

The Company shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of fifteen days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities . In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Company in its discretion may execute, and upon the written request of any officer of the Company, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security to the Trustee or such agent.

or defaced or be destroyed, lost or stolen, the Company may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and ratably with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.10. Cancellation of Securities; Destruction Thereof . All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Company or any agent of the Company or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it in accordance with its customary procedures. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee or its agent for cancellation.

SECTION 2.11. Temporary Securities . Pending the preparation of definitive Securities for any series, the Company may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Securities of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Company shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agent to be maintained by the Company for that purpose pursuant to Section 5.02 and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.03.

SECTION 2.12. CUSIP Numbers . The Company may issue the Securities of any series with one or more “CUSIP,” “ISIN” and “CINS” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP,” “ISIN” and “CINS” numbers in notices of redemption as a convenience to Holders of the Securities of such series; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers

printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP,” “ISIN” and “CINS” numbers of the Securities of any series.

SECTION 2.13. Book-Entry Provisions for Global Securities.

(a) Any Global Security of a series initially shall (i) be registered in the name of the Depositary, who shall be The Depository Trust Company or as otherwise identified in or pursuant to the Board Resolution authorizing the issuance of such series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “Agent Members” ) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b) Transfers of any Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Security, or the Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph (b), the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount.

(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

(e) The Holder of any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.

ARTICLE THREE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 3.01. Applicability of Article . The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

SECTION 3.02. Notice of Redemption; Partial Redemption . Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice, to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the name and address of the paying agent, that payment will be made upon presentation and surrender of such Securities, the provision of the Securities of such series permitting or requiring the redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.08) an amount of money sufficient to redeem on the date fixed for redemption all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the Outstanding Securities of a series are to be redeemed at the election of the Company, the Company will deliver to the Trustee at least sixty days prior to the date fixed for redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Company prior to the expiration of any restriction on such redemption, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate stating that such restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the Trustee shall select, in such manner that complies with applicable legal and securities exchange requirements, if any, and that the Trustee shall deem appropriate and fair, which may include selection pro rata or by lot, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

SECTION 3.03. Payment of Securities Called for Redemption . If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and, except as provided in Section 4.03, such Securities shall cease from and after the date fixed

for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.03 and 2.07 hereof.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest thereafter borne from time to time by such Security.

Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

SECTION 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption . Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least forty days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

SECTION 3.05. Mandatory and Optional Sinking Funds . The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment.” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date.”

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company through any optional redemption provision contained in the terms of such series or this Indenture. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the sixtieth day next preceding each sinking fund payment date for any series, the Company will deliver to the Trustee an Officers’ Certificate (which need not contain the statements required by Section 13.06) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt

by the Trustee the Company shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (a) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (b) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Company makes no such request, then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected.

Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least sixty days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated) which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of and interest on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all principal and interest accrued to the date fixed for redemption on Securities to be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Seven and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 7.01 or 7.06 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall

thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE;

DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS

SECTION 4.01. Covenant Defeasance of Securities . (a) Subject to Section 4.01(b), the Company may at any time terminate (1) its obligations with respect to any series of Securities under Sections 5.05, 5.06, 5.10 and 5.11, the operation of Section 7.01(c) (but only as to failures to comply with Sections 5.05, 5.06, 5.10 and 5.11) and the limitation contained in clause (c) of Section 12.01 and (2) its obligations under any provision applicable to such series set forth in the Board Resolution or Officers’ Certificate establishing the terms of such series (provided that in the case of any provision set forth in a Board Resolution or Officers’ Certificate, such Board Resolution or Officers’ Certificate specifies that such provision is subject to this Section 4.01).

(b) The Company may exercise its covenant defeasance option under this Section 4.01 with respect to a series of Securities only if:

      (i) the Company irrevocably deposits in trust with the Trustee, pursuant to an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ( “Government Obligations” ), or a combination of money and Government Obligations, maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered in form and substance reasonably satisfactory to the Trustee, to pay the principal of and the interest on the Outstanding Securities of such series on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and such Securities (or, in the event such Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company, to pay such principal and interest until the date fixed for redemption, in which case the funds deposited in trust shall also be sufficient to pay any premium due upon redemption);

      (ii) such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the Trust Indenture Act of 1939;

      (iii) no Event of Default with respect to such series shall have occurred and be continuing on the date of such deposit or shall occur on or before the 91st day after the date of such deposit;

      (iv) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other instrument to which the Company is a party or by which it or its property is bound;

      (v) the Company shall deliver to the Trustee an Opinion of Counsel stating (i) that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred, and (ii) that after the passage of 90 days (or such other period of time as then required by the non-insider preference provisions of any applicable federal bankruptcy laws) following the deposit, and provided that neither the Trustee nor the Holders are “insiders” as defined in Title 11 of the United States Code, the trust funds will not be subject to recovery under Section 547(b) of Title 11 of the

United States Code, and (iii) that there would not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Company or the Trustee as a result of such deposit and the related exercise of the Company’s rights under this Section 4.01;

(vi) the Holders of the Securities of such series shall have a first priority perfected security interest under applicable state law in the money or Government Obligations deposited pursuant to Section 4.01(b)(i); and

(vii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance of the Securities of such series contemplated by this Section 4.01 (other than the priority of the security interest referred to in Section 4.01(b)(vi) above) have been complied with.

In the event all or any portion of the Securities of a series are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company.

SECTION 4.02. Satisfaction and Discharge of Indenture . This Indenture shall cease to be of further effect with respect to the Securities of any series Outstanding hereunder, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

      (a) all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04) have been delivered to the Trustee for cancellation;

      (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities of such series; and

      (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to such series, the obligations of the Company to the Trustee under Section 8.06 with respect to such series shall survive such satisfaction and discharge.

SECTION 4.03. Application of Trust Moneys . Subject to the provisions of Section 4.04, all money or Government Obligations deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities of the applicable series, this Indenture and, in the case of Section 4.01, such irrevocable trust agreement, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee. The money or Government Obligations so held in trust under Section 4.01 shall not be part of the trust estate under this Indenture but shall constitute a separate trust fund for the benefit of all Holders of Securities of the particular series entitled thereto.

SECTION 4.04. Repayment to Company . Upon termination of the trust established pursuant to Section 4.01, the Trustee and the paying agent shall promptly pay to the Company upon request any excess money held by them. The Trustee and the paying agent shall pay to the Company upon request and, if applicable, in accordance with the irrevocable trust established pursuant to Section 4.01 any money or Government Obligations held by them for the payment of principal of, premium, if any, or interest on any particular series of Securities that remains unclaimed for two years; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper of general circulation in the Borough of

Manhattan, the City and State of New York, or mail to the Holder of any such Security, or both, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than thirty days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Security Holders entitled to such payment of principal, premium, if any, and interest must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

SECTION 4.05. Reinstatement . If the Trustee or any paying agent is unable to apply any money or Government Obligations in accordance with Section 4.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, or by reason of Government Obligations not paying principal and interest in such amounts and at such times as are sufficient to pay the principal of, premium, if any, and interest on the Securities of the particular series in accordance with the terms of this Indenture, the Company’s obligations under this Indenture with respect to such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 until such time as the Trustee or any paying agent is permitted to apply all such money or Government Obligations in accordance with Section 4.03; provided, however, that if the Company has made any payment of interest (and premium, if any) on, or principal of, such series of Securities because of the reinstatement of its obligations hereunder, the Company shall be subrogated to the rights of the Holders of such series of Securities to receive such payment from the money or Government Obligations held by the Trustee or such paying agent for such purpose.

ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

The Company covenants and agrees as follows:

SECTION 5.01. Payment of Principal of and Interest on Securities . For the benefit of each series of Securities, the Company will duly and punctually pay, or cause to be paid, the principal of, premium, if any, and interest on each and every Security of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the respective times and places and in the manner mentioned in such Securities and in this Indenture. The interest upon Global Securities shall be paid by wire transfer of immediately available funds to the Depositary for such Global Securities. The interest on Securities in definitive registered form, other than interest payable at maturity (or on the date of redemption if the Security is redeemed by the Company prior to maturity), will be paid by check mailed to the address of the person entitled thereto as shown on the Security Register. Payments of principal and interest at maturity or upon redemption will be made in immediately available funds against presentation and surrender of the Security. Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate principal amount of Securities in definitive registered form shall be entitled to receive payments of interest by wire transfer of immediately available funds upon written request to the Trustee or the paying agent as provided in the form of Security. When and as paid, all Securities shall be cancelled by the Trustee in the manner provided in Section 2.10.

SECTION 5.02. Maintenance of Offices and Agencies for Securities . In the event Securities are issued in definitive registered form, at all times until the payment of the principal of such Securities, the Company will maintain an office or agency in the Borough of Manhattan, the City and State of New York, where such Securities may be presented for transfer and exchange as in this Indenture provided, where such Securities may be presented for payment, and where notices or demands in respect of such Securities or of this Indenture may be served. In case the Company shall at any time not maintain such office or agency, or shall fail to give notice to the Trustee of any change in the location thereof, presentation and demand may be made and notice may be served, in respect of the Securities or of this Indenture, at the Corporate Trust Office of the Trustee.

Securities in one or more other cities, and may from time to time rescind such designations and appointments, as the Company may deem desirable or expedient; provided, however , that no such designation, appointment or rescission shall in any manner relieve the Company of its obligation to maintain such office and agency in the said Borough of Manhattan, when and for the purposes above mentioned.

The Company shall enter into an appropriate agency agreement with any Security Registrar, paying agent, calculation agent, transfer agent or any other agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act of 1939. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent.

Subject to the provisions of Section 8.01, the Trustee shall not be liable or responsible for the application of any funds transmitted to or held by any paying agent (other than itself) for the purpose of paying Securities; and in the event that funds so transmitted to or held by any such paying agent for such purpose shall not be applied to such purpose, the Company covenants and agrees to furnish the Trustee or a paying agent with funds to be applied to the payment of Securities equal to such funds not so applied by such other paying agent.

SECTION 5.03. Company Not to Extend Time of Payment of Claims for Interest . The Company will not, directly or indirectly, extend or assent to the extension of the time for the payment of any claim for interest on any of the Securities, and will not, directly or indirectly, be a party to or approve of any such arrangement in any manner; provided, however, that this Section 5.03 shall not apply in any case where an extension shall be pursuant to a plan proposed by the Company to the Holders of all the Securities of a series then Outstanding.

SECTION 5.04. Due Authorization of Securities . The Company covenants and warrants that it is duly authorized under the laws of the State of Delaware, and under all other applicable provisions of law, to create and issue the Securities evidencing its indebtedness and to execute this Indenture, that all corporate action on its part for the creation and issue of the Securities and the execution of this Indenture has been duly and effectively taken, and that the Securities, when issued, will be valid and binding obligations of the Company and entitled to the benefits of this Indenture.

SECTION 5.05. Company and Restricted Subsidiaries to Maintain Insurance . So long as any of the Securities shall be outstanding, the Company will insure and keep insured, and will cause each Restricted Subsidiary to insure and keep insured, with reputable insurance companies, so much of their respective properties, to such an extent and against such risks (including fire), as companies engaged in similar businesses customarily insure properties of a similar character; or, in lieu thereof, in the case of itself or of any one or more of its Restricted Subsidiaries, the Company will maintain or cause to be maintained a system or systems of self-insurance which will accord with the approved practices of companies owning or operating properties of a similar character and maintaining such systems, and, in such cases of self-insurance, will cause to be maintained an insurance reserve or reserves in adequate amounts.

SECTION 5.06. Payment of Taxes and Governmental Charges; Maintenance of Property . So long as any of the Securities shall be outstanding, the Company will, and will cause each Restricted Subsidiary to,

(b) maintain and keep its properties and every part thereof in good repair, working order and condition, and make or cause to be made all such needful and proper repairs, renewals and replacements thereto, as in the judgment of the Company are necessary in the interests of the Company; provided, however, that nothing in this subdivision (b) shall prevent the Company or any Restricted Subsidiary, from time to time, from selling, abandoning or otherwise disposing of any of their respective properties or discontinuing a part of their respective business if such sale, abandonment, disposition or discontinuance is, in the judgment of the Company, advisable.

SECTION 5.07. Company to Appoint Successor Trustee and Agents . The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder and, whenever necessary to avoid or fill a vacancy in the position of any paying, calculation, transfer or other agent with respect to any series of Securities, will appoint a successor agent.

SECTION 5.08. Appointment of Paying Agent Other Than Trustee . (a) If the Company shall appoint a paying agent other than the Trustee with respect to any series of Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument that incorporates the terms of the Trust Indenture of 1939, and in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.08,

      (i) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on such Securities (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the Holders of such Securities or of the Trustee, as the case may be;

      (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of, premium, if any, or interest on such Securities when the same shall be due and payable; and

      (iii) that at any time during the continuance of such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent.

      (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders entitled thereto, a sum sufficient to pay such principal, premium, if any, or interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided and will promptly notify the Trustee of any failure (by it or any other obligor on such Securities) to take such action.

      (c) Whenever the Company shall have one or more paying agents, it will, prior to each due date of the principal of, premium, if any, or interest on any series of Securities, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

      (d) Anything in this Section 5.08 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture, or for any other purpose, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent as required by this Section 5.08, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such sums.

      (e) Any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company, or if then held by the Company, shall be discharged from such trust; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper

of general circulation in the Borough of Manhattan, the City and State of New York, or mail to the registered Holder of any such Security, or both, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Security Holders entitled to such payment must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person, and thereupon all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall cease.

(f) Anything in this Section 5.08 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.08 is subject to the provisions of Article Four.

SECTION 5.09. Covenant to Maintain Corporate Existence . So long as any of the Securities shall be outstanding, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises; provided that nothing in this Section 5.09 shall prevent (a) any consolidation or merger of the Company, or any sale or transfer of all or substantially all of its property and assets, permitted by Article Twelve, or (b) the liquidation or dissolution of the Company after a sale or transfer of all or substantially all of its property and assets permitted by Article Twelve; and provided further that the Company shall not be required to preserve any right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of business of the Company and that the loss thereof is not disadvantageous to the Security Holders in any material respect.

SECTION 5.10. Limitation on Sales and Leasebacks . So long as any of the Securities shall be outstanding, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or a Wholly-owned Restricted Subsidiary) any Principal Property, whether owned at the date of this Indenture or hereafter acquired, which has been in full operation for more than 120 days prior to such sale or transfer, with the intention of entering into a lease of such Principal Property (except for a lease for a term, including any renewal thereof, of not more than three years), if after giving effect thereto the Attributable Debt in respect of all such sale and leaseback transactions involving Principal Properties shall be in excess of five percent (5%) of Consolidated Net Worth.

Notwithstanding the foregoing, the Company or any Restricted Subsidiary may sell any Principal Property and lease it back if the net proceeds of such sale are at least equal to the fair value of such property as determined by the Board of Directors of the Company and within 120 days of such sale (a) the Company redeems (if permitted by the terms of outstanding Securities), at the principal amount thereof (or, in the case of an Original Issue Discount Security, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for redemption, such outstanding Securities in an aggregate principal amount equal to such net proceeds, or (b) the Company or a Restricted Subsidiary repays other Funded Debt in an aggregate principal amount equal to such net proceeds, or (c) the Company delivers to the Trustee, for cancellation, outstanding Securities uncancelled and in transferable form, in an aggregate principal amount equal to such net proceeds, or (d) the Company applies such net proceeds to the purchase of properties, facilities or equipment to be used for general operating purposes.

SECTION 5.11. Negative Pledge. Except as in this Section 5.11 expressly permitted, so long as any of the Securities shall be outstanding, the Company will not at any time directly or indirectly create, incur, assume or suffer to exist, and will not suffer or permit any Restricted Subsidiary to create, incur, assume or suffer to exist, except in favor of the Company or another Restricted Subsidiary, any mortgage, pledge or other lien or encumbrance of or upon any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, whether owned at the date of this Indenture or hereafter acquired, or of or upon any income or profits therefrom, if after giving effect thereto (but not to any mortgages, pledges, liens or encumbrances described in clauses (a) through (j) below) the aggregate principal amount of indebtedness secured by mortgages, pledges, liens or other encumbrances upon the property of the Company and its Restricted Subsidiaries shall be in excess of five percent (5%) of Consolidated Net Worth, without making effective provision (and the Company covenants that in any

such case it will make or cause to be made effective provision) whereby all Securities then outstanding will be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or prior to) any and all obligations, indebtedness or claims secured by such mortgage, pledge, lien or encumbrance, so long as any such other obligations, indebtedness or claims shall be so secured.

Nothing in this Section 5.11 shall be construed to prevent the Company or any Restricted Subsidiary, without so securing the Securities, from creating, assuming or suffering to exist the following mortgages, pledges, liens or encumbrances:

(a) The following mortgages and liens in connection with the acquisition of property hereafter acquired:

      (i) (A) any purchase money mortgage or other purchase money lien on any Principal Property hereafter acquired, including conditional sales and other title retention agreements; or (B) any mortgage or other lien on property hereafter acquired, constructed or improved created as security for moneys borrowed (at the time of or within 120 days after the purchase, construction or improvement of such property) to provide funds for the purchase, construction or improvement of such property, or (C) any mortgage or other lien on any property hereafter acquired which exists at the time of the acquisition thereof and which was not created in connection with or in contemplation of such acquisition; provided in each case that (x) such mortgage or other lien is limited to such acquired property (and accretions thereto) or, in the case of construction or improvements, any theretofore unimproved real property, and (y) the aggregate amount of the obligations, indebtedness or claims secured by such mortgage or other lien does not exceed the cost to the Company or such Restricted Subsidiary of such acquired property or the value thereof at the time of acquisition, as determined by the Board of Directors, whichever be the lower;

      (ii) any mortgage or other lien created in connection with the refunding, renewal or extension of any obligations, indebtedness or claims secured by a mortgage or lien mentioned in the foregoing clause (i) which is limited to the same property; provided that the aggregate amount of the obligations, indebtedness or claims secured by such refunding, renewal or extended mortgage or other lien does not exceed the aggregate amount thereof secured by the mortgage or other lien so refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; or

      (iii) any mortgage or other lien to which property hereafter acquired shall be subject at the time of acquisition, if the payment of the indebtedness secured thereby or interest thereon will not become, by assumption or otherwise, a personal obligation of the Company or a Restricted Subsidiary;

      (b) mechanics’, materialmen’s, carriers’ or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts for the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges;

      (c) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, old age pensions, social security or similar matters;

      (d) the liens of taxes or assessments not at the time due, or the liens of taxes or assessments already due but the validity of which is being contested in good faith and against which adequate reserves have been established;

      (e) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

      (f) easements or similar encumbrances, the existence of which does not impair the use of the property subject thereto for the purposes for which it is held or was acquired;

      (g) leases and landlords’ liens on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default;

      (h) liens, pledges or deposits made in connection with contracts with or made at the request of any government or any department or agency thereof or made with any prime contractor or subcontractor of any tier in connection with the furnishing of services or property to any government or any department or agency thereof (hereinafter referred to as “ Government Contracts ”) insofar as such liens, pledges or deposits relate to property manufactured, installed, constructed, acquired or to be supplied by, or property furnished to, the Company or a Restricted Subsidiary pursuant to, or to enable the performance of, such Government Contracts, or property the manufacture, installation, construction or acquisition of which any government or any department or agency thereof finances or guarantees the financing of, pursuant to, or to enable the performance of, such Government Contracts; or deposits or liens, made pursuant to such Government Contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such Government Contracts, or of or upon any materials or supplies acquired for the purpose of the performance of such Government Contracts; or the assignment or pledge to any person, firm or corporation, to the extent permitted by law, of the right, title and interest of the Company or a Restricted Subsidiary in and to any Government Contract, or in and to any payments due or to become due thereunder, to secure indebtedness incurred and owing to such person, firm or corporation for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such Government Contract;

      (i) any mortgage or other lien securing indebtedness of a corporation which is a successor to the Company to the extent permitted by Article Twelve hereof, or securing indebtedness of a Restricted Subsidiary outstanding at the time it became a Subsidiary (provided that such mortgage or other lien was not created in connection with or in contemplation of the acquisition of such Restricted Subsidiary), and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness which is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; and

      (j) any mortgage or other lien in favor of the United States of America or any State thereof, or political subdivision of the United States of America or any State thereof, or any department, agency or instrumentality of the United States of America or any State thereof or any such political subdivision, to secure indebtedness incurred for the purpose of financing the acquisition, construction or improvement of all or any part of the property subject to such mortgage or other lien, and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness which is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension.

SECTION 5.12. Covenant of Further Assurances. The Company covenants and agrees that it will hereafter, from time to time, whenever reasonably requested by the Trustee, make, do, execute, acknowledge and deliver, or cause to be made, done, executed, acknowledged and delivered, any and all such further acts and other instruments as may be reasonably necessary or proper for the purpose of facilitating the execution of this trust or to secure the rights and remedies conferred upon the Trustee and the Holders of the Securities by this Indenture or by any indenture supplemental hereto. The Company further covenants and agrees that it will duly and punctually keep, observe, perform and fulfill each and every term, covenant and condition on its part to be kept, observed, performed and fulfilled, contained in

this Indenture and in any and every indenture supplemental hereto which may be executed and delivered by the Company to the Trustee as provided or permitted by this Indenture.

SECTION 5.13. Officers’ Certificate as to Performance of Covenants; Notice of Certain Defaults. The Company will, on or before the first day of October in each year commencing with the October 1, 2004, file with the Trustee an Officers’ Certificate, one of the signatories of which is the Chairman of the Board, the President, the Senior Vice President and Chief Financial Officer, the Treasurer or the Controller of the Company, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the officers signing such certificate with a view to determining whether the Company has kept, observed, performed and fulfilled all the covenants, agreements and obligations on its part contained in this Indenture and that to the best of the knowledge of such officers the Company is not in default in the performance, observance or fulfillment of any of the terms, provisions and conditions hereof, and that no default exists or, if the Company shall be so in default or if any default exists, specifying all such defaults, and the nature thereof, of which such officers may have knowledge. The Company will deliver to the Trustee within five days after the occurrence thereof written notice of any event that, with the giving of notice and the lapse of time, would become an Event of Default under subsection (f) of Section 7.01.

ARTICLE SIX

SECURITY HOLDERS’ LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 6.01. Company to Furnish Trustee Information as to Names and Addresses of Security Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee semiannually and not more than ten days after each record date (as defined pursuant to Section 2.07) for the payment of interest on each series of Securities, and at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require containing all information in the possession or control of the Company, or any of its paying agents other than the Trustee, as to the names and addresses of the Holders of each series of the Securities obtained since the date as of which the next previous list, if any, was furnished; provided, however, that no such list need be furnished if the Trustee shall be the Security Registrar with respect to such series. Any such list may be dated as of a date not more than ten days prior to the time such information is furnished or caused to be furnished, and need not include information received after such date.

SECTION 6.02. Trustee to Preserve List of Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of each series of Securities (i) contained in the most recent list furnished to it as provided in Section 6.01, and (ii) received by it in the capacity of paying agent for such series (if so acting) hereunder.

The Trustee may (i) destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list so furnished, and (ii) destroy any information received by it as paying agent (if so acting) hereunder upon delivering to itself as Trustee, not earlier than forty-five days after an interest payment date of the Securities, a list containing the names and addresses of the Holders of Securities obtained from such information since the delivery of the next previous list, if any.

(b) In case three or more Holders of Securities (hereinafter referred to as “applicants” ) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of a particular series (in which case the applicants must all hold Securities of such series) or with Holders of all Securities with respect to their rights under this Indenture or under such Securities, and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall within five Business Days after the receipt of such application, at its election, either

(i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.02, or

(ii) inform such applicants as to the approximate number of Holders of Securities of such series or of all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section 6.02, and as to the approximate cost of mailing to such Security Holders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Security Holder of such series or all Holders of Securities, as the case may be, whose name and address appears in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.02, a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants, and file with the Securities and Exchange Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the Holders of Securities of such series or of all Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If said Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Security Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every Holder of the Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with the provisions of subsection (b) of this Section 6.02, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

SECTION 6.03. Company to Furnish Reports to Trustee. (a) The Company covenants and agrees to file with the Trustee (including, if permitted by applicable law and regulations, by electronic means) within fifteen days after the Company is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as said Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with said Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and said Commission, in accordance with rules and regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

(c) The Company covenants and agrees to transmit to the Holders of Securities within thirty days after the filing thereof with the Trustee, in the manner and to the extent provided in subsection (c) of Section 6.04 with respect to reports pursuant to subsection (a) of said Section 6.04, such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections

(a) and (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to time by the Securities and Exchange Commission.

(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 6.04. Reports by Trustee. (a) Within 60 days after May 15 of each year commencing with the May 15 occurring after the initial issuance of Securities hereunder, so long as any Securities are outstanding hereunder, the Trustee shall transmit to the Security Holders a brief report, dated as of the preceding May 15, if and to the extent required under Section 313(a) of the Trust Indenture Act of 1939.

(b) The Trustee shall comply with Section 313(b) and Section 313(c) of the Trust Indenture Act of 1939.

(c) A copy of each such report shall, at the time of such transmission to Security Holders, be filed by the Trustee with each stock exchange upon which the Securities of any applicable series are listed and also with the Securities and Exchange Commission. The Company agrees to notify the Trustee when and as the Securities of any series become listed on any stock exchange.

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS

UPON EVENT OF DEFAULT

SECTION 7.01. Events of Default Defined; Acceleration; Waiver and Rescission. “Event of Default” with respect to Securities of any series, wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

      (a) default in the due and punctual payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or

      (b) default in the due and punctual payment of the principal of and premium, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration as authorized by this Indenture, or otherwise; or

      (c) failure on the part of the Company to duly observe or perform any other of the covenants or agreements on the part of the Company contained in the Securities of such series or in this Indenture for a period of ninety days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least twenty-five percent (25%) in principal amount of the Outstanding Securities of such series; or

      (d) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving a petition seeking reorganization of the Company under Federal bankruptcy law or any other applicable Federal or State law, and such decree or order shall have continued undischarged or unstayed for a period of ninety days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of ninety days; or

      (e) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy law or any other applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or

liquidator or trustee or assignee in bankruptcy or insolvency of it or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(f) a default under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for money borrowed of the Company (other than the Securities of such series), whether such indebtedness exists on the date of this Indenture or shall hereafter be created, which default either (i) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $50,000,000 or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period or (ii) results in such aggregate indebtedness in excess of $50,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration shall not be rescinded or annulled within ten days after written notice to the Company from the Trustee or to the Company and to the Trustee from the Holders of not less than twenty-five percent (25%) of the then Outstanding Securities of such series; or

(g) any other Event of Default provided in the supplemental indenture or Officers’ Certificate under which such series of Securities is issued or in the form of Security for such series.

If an Event of Default described in clauses (a), (b), (c), (f) or (g) occurs and is continuing with respect to Securities of any series, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Securities of such affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Company (and to the Trustee if given by Security Holders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all Securities of such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (d) and (e) occurs and is continuing, the principal amount plus accrued and unpaid interest (and premium, if any), if any, on all the Securities shall become due and payable without any declaration or other act on the part of the Trustee or any Security Holders.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal of (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) and accrued interest, if any, on the Securities of any series shall have been so declared due and payable, but before such Securities shall have become due by their terms and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series then Outstanding and the principal of any and all Securities of such series then Outstanding which shall have become due otherwise than by acceleration with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, upon overdue installments of interest, at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of such series to the date of such payment or deposit) and all amounts payable to the Trustee under Section 8.06, and any and all defaults under the Indenture, other than the nonpayment of principal on the Securities of such series then Outstanding which shall not have become due by their terms, shall have been remedied or provision shall have been made therefor to the satisfaction of the Trustee, then and in every such case the Holders of a majority in aggregate principal amount of the Securities of such series then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences with respect to such series; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

SECTION 7.02. Covenant to Pay; Collection by Trustee. The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any of the Securities of any series, as and when the same shall become due and payable, and such default shall have continued for a period of thirty days, or (2) in case default shall be made in the payment of all or any part of the principal of and premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon redemption or upon declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such series then Outstanding, the whole amount that then shall have become due and payable on all such Securities of such series for principal, premium, if any, or interest as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and all amounts payable to the Trustee under Section 8.06. Until such demand is made by the Trustee, the Company may pay the principal and premium, if any, of and interest on the Securities of such series to the Holders of the Securities of such series whether or not the Securities of such series be overdue.

In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided and to the extent permitted by law out of the property of the Company or other obligor upon such Securities wherever situated the moneys adjudged or decreed to be payable.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Security Holders of any series by such appropriate judicial proceedings and other available remedies as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities of any series, with authority to make and file in the respective names of the Holders of the Securities of any series or on behalf of the Holders of the Securities of any series as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Holders of the Securities of any series themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Holders of the Securities of any series, as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Trustee and of the Holders of the Securities of any series against the Company or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however , that nothing contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of any Security Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Security Holder of any series in any such proceeding. Any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Security Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Security Holders of any series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.06.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken, subject to the provisions of this Indenture. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities of any series affected thereby, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

SECTION 7.03. Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to Section 7.02 in respect of any series shall be applied in the order following, at the date or dates fixed by the Trustee, upon presentation of the several Securities, and stamping (or otherwise noting) thereon the payment, if any, partially paid, and upon surrender thereof if fully paid:

      FIRST: To the payment of costs and expenses of collection applicable to such series, and of all amounts payable to the Trustee under Section 8.06;

      SECOND: In case the principal of the Outstanding Securities of such series shall not have become due and be unpaid, to the payment of defaulted interest on the Securities of such series, in the order of the maturity of the installments of such interest, with interest (so far as may be lawful and if such interest has been collected by the Trustee) upon the overdue installments of interest at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

      THIRD: In case the principal of the Outstanding Securities of such series shall have become due, by declaration as authorized by this Indenture or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal and interest, with interest on the overdue principal, and (so far as may be lawful and if such interest has been collected by the Trustee) upon overdue installments of interest at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of

such series; then to the payment of such principal and interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest;

FOURTH: To the payment of the remainder, if any, to the Company, its successors or assigns.

The Trustee may fix a record date and payment date for any payment to holders of the Outstanding Securities of such series pursuant to this Section 7.03. At least 15 days before such record date, the Trustee shall mail to each holder of Outstanding Securities of such series and the Company a notice that states the record date, the payment date and the amount to be paid.

SECTION 7.04. Limitation on Suits by Holders of Securities. Except as otherwise expressly provided in this Section 7.04, no Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture or otherwise to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, for the appointment of a receiver or trustee, for the execution of any trust or power hereof, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee either to proceed to exercise the power hereinbefore granted or to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee within sixty days after its receipt of such notice, request and offer of indemnity, shall have failed to proceed to exercise such powers or to institute any such action, suit or proceeding, and no direction inconsistent with such written request shall have been given to the Trustee during such reasonable time by the Holders of a majority in principal amount of the Securities of such series then Outstanding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings in law or in equity shall be instituted, had and maintained in the manner herein provided for the equal, ratable and common benefit of all Holders of Securities of the applicable series. For the protection and enforcement of the provisions of this Section 7.04, each and every Security Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Nothing herein contained shall, however, affect or impair the right, which is absolute and unconditional, of any Security Holder to receive, and to institute suit to enforce the payment of, the principal of and premium, if any, and interest on the Holder’s Securities at and after the respective due dates (including maturity by call for redemption, declaration pursuant to this Indenture which has not been rescinded pursuant to Section 7.01 or otherwise) of such principal or premium, if any, or interest, or the obligation of the Company, which is also absolute and unconditional, to pay the principal of and premium, if any, and interest on each of the Securities to the respective Holders thereof at the times and places in the Securities expressed.

SECTION 7.05. Delay or Omission in Exercise of Rights Not Waiver of Default. No delay or omission of the Trustee or of any Holder of any of the Securities to exercise any right or power accruing upon any Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article Seven or by law to the Trustee or to the Security Holders may be exercised from time to time, and as often as shall be deemed expedient by the Trustee or by the Security Holders. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 7.06. Rights of Holders of Majority. Subject to the provisions of Sections 8.01 and 8.02, the Holders of a majority in aggregate principal amount of the Securities of any series at the time

Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Securities of such series, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series; provided, however , that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining therein, and the Trustee shall have the right, subject to the provisions of Section 8.01, to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not be lawfully taken, or if the Trustee in good faith shall, by a responsible officer or officers of the Trustee, determine that the proceeding so directed would be illegal or involve it in personal liability or be unjustly prejudicial to the Security Holders not joined in any such direction, and provided further that nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by the Security Holders. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Prior to a declaration that the Securities of any series are due and payable as provided in Section 7.01, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may, on behalf of the Holders of all of the Securities of such series, waive any past Event of Default described in clause (c), (d), (e), (f) or (g) of Section 7.01 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security of such series affected. In the case of any such waiver, the Company, the Trustee and the Holders of such Securities shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred with respect to such series, and any Event of Default arising therefrom shall be deemed to have been cured with respect to such series, and not to have occurred for every purpose of this Indenture with respect to such series; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 7.07. Trustee to Give Notice of Defaults Known to It, but May Withhold in Certain Circumstances. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give to the Holders of the Securities of such series, in the manner and to the extent provided in subsection (c) of Section 6.04 with respect to reports pursuant to subsection (a) of said Section 6.04, notice of all defaults with respect to that series known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purposes of this Section 7.07 being hereby defined to be the events specified in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 7.01, not including any periods of grace provided for therein); provided , that, except in the case of default in the payment of the principal of (or premium, if any) or interest, if any, on any of the Securities of such series, or in the payment of any sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long as a committee of responsible officers of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Security Holders of such series.

SECTION 7.08. Requirement of an Undertaking to Pay Costs in Certain Suits under Indenture or Against Trustee. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, that the provisions of this Section 7.08 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Security Holder, or group of Security Holders, of any series holding in the aggregate more than ten percent (10%) in principal amount

of the Securities of such series Outstanding; or to any suit instituted by any Security Holder for the enforcement of the payment of the principal of or premium, if any, or interest on any Security on or after the due date expressed in such Security or any date fixed for redemption.

SECTION 7.09. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount of the Securities plus accrued and unpaid interest or any interest on such amounts, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.01. Duties of Trustee Prior to and After Event of Default. The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee pursuant to any provision of this Indenture, shall examine them to determine whether they conform to the requirements of this Indenture.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;

(b) the Trustee shall not be personally liable for any error of judgment made in good faith by a responsible officer or responsible officers, appointed with due care, of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding (determined as provided in Section 9.04) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trustor power conferred upon the Trustee, under this Indenture.

None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 8.02. Rights of Trustee. Except as otherwise provided in Section 8.01:

      (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate, certificate of auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

      (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by the Chairman of the Board or the President or any Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer or the Controller (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

      (c) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

      (d) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation thereto at the request, order or direction of any of the Security Holders, pursuant to the provisions of this Indenture, unless such Security Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured) to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs;

      (e) The Trustee shall not be personally liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

      (f) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document, unless requested in writing so to do by the Holders of not less than majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, however , that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company;

      (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

      (h) The Trustee shall not be deemed to have notice of any default or Event of Default unless a responsible officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder; and

(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 8.03. Trustee not Liable for Recitals in Indenture or in Securities . The recitals contained herein and in the Securities (other than the certificate of authentication on the Securities) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture, or for the use or application of any moneys received by any paying agent other than the Trustee.

SECTION 8.04. Trustee, Paying Agent or Security Registrar May Own Securities . The Trustee or any paying agent or calculation agent or any Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent, calculation agent, or Security Registrar.

SECTION 8.05. Moneys Received by Trustee to Be Held in Trust . Subject to the provisions of Article Four, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by its Chairman of the Board or President or any Vice President or Treasurer or an Assistant Treasurer.

SECTION 8.06. Trustee Entitled to Compensation, Reimbursement and Indemnity . The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 8.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon any property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.01(d) or Section 7.01(e), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.

All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

The Company’s obligations under this Section 8.06 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article Four of this Indenture and/or the termination of this Indenture.

SECTION 8.07. Right of Trustee to Rely on Certificate of Officers of Company . Except as otherwise provided in Section 8.01, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officers’ Certificate, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 8.08. Trustee Acquiring Conflicting Interest . If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee for another series of Securities under this Indenture. Nothing herein shall prevent the Trustee from filing with the Securities and Exchange Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act of 1939.

SECTION 8.09. Requirements for Eligibility of Trustee . The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million dollars, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as trustee for the Securities issued hereunder. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

SECTION 8.10. Replacement of Trustee . (a) The Trustee, or any successor hereafter appointed, may at any time resign with respect to one or more series of Securities and be discharged from the trust hereby created by giving written notice thereof to the Company and by mailing notice of such resignation to the Holders of then Outstanding Securities of such series affected at their addresses as they appear on the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series of Securities and have accepted appointment within thirty days after the publication of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor trustee, or any Security Holder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 7.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

      (i) the Trustee shall fail to comply with the provisions of Section 8.08 with respect to any series of Securities after written request therefor by the Company or by any Security Holder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months, or

      (ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request therefor by the Company or by any such Security Holder, or

      (iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 7.08, any Security Holder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

      (c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee and appoint a successor trustee with respect to Securities of such series by written instrument or instruments, in duplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Trustee so removed and one complete set to the successor so appointed.

      (d) Any resignation or removal of the Trustee with respect to any series and appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.11.

      (e) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor trustee with respect to such series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee with respect to such series and the address of its principal corporate trust office.

SECTION 8.11. Acceptance by Successor to Trustee; Eligibility and Qualification of Successor Trustee . Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series herein. The predecessor trustee shall, nevertheless, at the written request of the successor trustee, pay over to the successor trustee all moneys at the time held by it hereunder, subject nevertheless to its lien, if any, provided for in Section 8.06; and the Company and the predecessor trustee shall execute and deliver such

instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts as if they were created under separate indentures.

No successor trustee with respect to any series of Securities shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.

SECTION 8.12. Successor to Trustee by Merger, Consolidation or Succession to Business . Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor trustee had itself authenticated such Securities.

SECTION 8.13. Preferential Collection of Claims Against the Company . The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939 excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act of 1939. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent indicated therein.

ARTICLE NINE

CONCERNING THE SECURITY HOLDERS

SECTION 9.01. Evidence of Action of Security Holders . Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of Outstanding Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Security Holders in person or by attorney or proxy appointed in writing, or (b) by the record of the Holders of Securities voting in favor thereof at any meeting of Security Holders duly called and held in accordance with the provisions of Article Ten, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Security Holders.

SECTION 9.02. Proof of Execution of Instruments and Holding of Securities . Subject to the provisions of Section 8.01, proof of the execution of any instrument by a Security Holder or his attorney or proxy and proof of the holding by any person of any of the Securities shall be sufficient for any purpose of this Indenture if made in the following manner:

(a) The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public, or other officer of any jurisdiction of or within the United States of America authorized to take acknowledgments of deeds, that the person executing such instrument

acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument, or the authority of the person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(b) The ownership of Securities shall be proved by the register of such Securities or by a certificate of any duly appointed registrar thereof.

The Trustee shall not be bound to recognize any person as a Security Holder unless and until his title to the Securities held by him is proved in the manner in this Article Nine provided.

The record of any Security Holders’ meeting shall be proved in the manner provided in Section 10.06.

The Trustee may require such additional proof of any matter referred to in this Section 9.02 as it shall deem necessary.

SECTION 9.03. Who May Be Deemed Owners of Securities . The Company, the Trustee, and any paying agent and any Security Registrar may deem and treat the person in whose name any Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Company or any Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. All such payments so made to any such registered Holder for the time being or upon his order shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

SECTION 9.04. Securities Owned by Company or Controlled or Controlling Persons Disregarded for Certain Purposes . In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 9.04, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the written advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 8.01 and 8.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination unless the Trustee has actual knowledge to the contrary.

SECTION 9.05. Action by Security Holders Binds Future Holders . Any demand, request, waiver, consent or vote of the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security, and of any Security issued in exchange therefor or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. However, any such Holder or future Holder may revoke the consent, waiver or action as to such Holder’s Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. An amendment or waiver becomes effective upon the execution of such waiver or

amendment by the Trustee. Any action taken by the Holders of the specified percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the Holders of all the Securities so specified.

ARTICLE TEN

SECURITY HOLDERS’ MEETINGS

SECTION 10.01. Purposes for Which Meetings May Be Called . A meeting of the Holders of the Securities or any series thereof may be called at any time and from time to time pursuant to the provisions of this Article Ten for any of the following purposes:

      (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default as to the Securities or any series thereof hereunder and its consequences, or to take any other action authorized to be taken by Security Holders pursuant to any of the provisions of Article Seven;

      (b) to remove the Trustee as to the Securities or any series thereof and appoint a successor trustee pursuant to the provisions of Article Eight;

      (c) to consent to the execution of an indenture or indentures as to the Securities or any series thereof supplemental hereto pursuant to the provisions of Section 11.02; or

      (d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities or any or all series thereof under any other provision of this Indenture, or authorized or permitted by law.

SECTION 10.02. Manner of Calling Meetings . The Trustee may at any time call a meeting of the Holders of the Securities or any series thereof to take any action specified in Section 10.01, to be held at such time and at such place in the Borough of Manhattan, City and State of New York, or in the City of Melbourne, State of Florida, as the Trustee shall determine. Notice of every meeting of Security Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Company, first class postage prepaid, to the Holders of all Securities or all Securities of the applicable series, as the case may be, at their last addresses as they shall appear upon the Security Register.

Any meeting of the Holders of the Securities or any series thereof shall be valid without notice if the Holders of all Securities or all Securities of the applicable series, as the case may be, then Outstanding are present in person or by proxy, or if notice is waived before or after the meeting by the Holders of all such Securities or all Securities of the applicable series, as the case may be, Outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice.

SECTION 10.03. Call of Meetings by Company or Security Holders . In case at any time the Company, pursuant to resolution of its Board of Directors, or the Holders of at least twenty percent (20%) in aggregate principal amount of the Securities or any series thereof then Outstanding, shall have requested the Trustee to call a meeting of the Holders of the Securities or any series thereof, as the case may be, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee of the Securities or the applicable series shall not have mailed the notice of such meeting within twenty days after receipt of such request, then the Company or the Holders of Securities in the amount above specified may determine the time and the place in the City of Melbourne, State of Florida, or in the Borough of Manhattan, City and State of New York, for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02.

SECTION 10.04. Who May Attend and Vote at Meetings . To be entitled to vote at any meeting of Security Holders a person shall (a) be a Holder of one or more Securities and, if the meeting is of the Holders of one or more series of Securities, of the applicable series; or (b) be a person appointed by an

instrument in writing as proxy for the Holder or Holders of such Securities. The only persons who shall be entitled to be presentor to speak at any meeting of Security Holders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 10.05. Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment . Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Security Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank or trust company satisfactory to the Trustee.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Security Holders as provided in Section 10.03, in which case the Company or the Security Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.

Subject to the provisions of Section 9.04, at any meeting each Holder of Securities or Securities of the applicable series, as the case may be, or proxy shall be entitled to one vote for each $1,000 principal amount of Securities entitled to vote at the meeting, provided, however, that no vote shall be cast or counted at any meeting in respect of any Securities challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Security Holders. Any meeting of Security Holders duly called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

SECTION 10.06. Manner of Voting at Meetings and Record to Be Kept . The vote upon any resolution submitted to any meeting of Security Holders shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amount of the Securities voted by the ballot. The permanent chairman of the meeting shall appoint two inspectors of votes, who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Security Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts, setting forth a copy of the notice of the meeting and showing that said notice was published as provided in Section 10.02. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 10.07. Exercise of Rights of Trustee or Security Holders Not Hindered by Call of Meeting . Nothing in this Article Ten contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Security Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of Securities or any series thereof under any of the provisions of this Indenture or of the Securities.

ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.01. Purposes for Which Supplemental Indenture May Be Entered Into Without Consent of Security Holders . The Company, when authorized by a Board Resolution, and the Trustee, subject to the conditions and restrictions in this Indenture contained, may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) for one or more of the following purposes:

      (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets or add any guarantee in respect of the Securities of one or more series or this Indenture;

      (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumptions by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Twelve;

      (c) to add to the covenants and agreements of the Company contained in this Indenture, for the benefit of the Holders of the Securities, or to surrender any right or power herein reserved to or conferred upon the Company;

      (d) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Indenture or in any supplemental indenture, provided that no such action shall adversely affect the interests of the Holders of the Securities;

      (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;

      (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 8.11;

      (g) to make any change necessary to comply with any requirement of the SEC in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act of 1939, provided that such modification or amendment does not materially and adversely affect the interests of the holders of the Securities;

      (h) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities; provided , however , that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or

      (i) to make such provisions with respect to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture, provided that such other provisions shall not adversely affect the interest of the Holders of the Securities.

The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture, to make any further appropriate agreements and stipulations which maybe therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without notice to or the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 11.02.

After an amendment under this Section 11.01 becomes effective, the Company shall mail to the Holders of the affected series a notice briefly describing such amendment. The failure to give such notice

to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 11.01.

SECTION 11.02. Modification of Indenture with Consent of Holders . With the consent (evidenced as provided in Section 9.01) of the Holders (or persons entitled to vote, or to give consents respecting the same) of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of any series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for such Securities), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights and obligations of the Holders of the Securities of such series and of the Company; provided , however , that no such supplemental indenture shall (a) extend the fixed maturity of any Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the Securities payable in money other than that stated in the Securities, or reduce any premium payable upon the redemption thereof, or change the time at which any Security may or must be redeemed, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02, or impair or affect the right of any Security Holder to institute suit for the payment of principal of and interest on such Security Holder’s Securities on and after the due dates therefor, or waive a default or Event of Default regarding any payment on the Securities, or if the Securities provide therefor, any right of repayment at the option of the Security Holder, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security so affected.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Upon the request of the Company, accompanied by a copy of a resolution of its Board of Directors certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Security Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

It shall not be necessary for the consent of the Security Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

The Company may in its discretion establish a record date with respect to any action to be taken pursuant to this Section.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 11.02, the Company shall mail written notice, setting forth in general terms the substance of such supplemental indenture, by first-class mail, postage prepaid, to the Holders of the then Outstanding Securities of each series affected thereby as their names and addresses appear in the Security Register. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 11.03. Effect of Supplemental Indentures . Upon the execution of any supplemental indenture pursuant to the provisions of this Article Eleven or of Article Twelve, this Indenture shall be

and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 11.04. Securities May Bear Notation of Changes . Securities authenticated and delivered after the execution of any supplemental indenture affecting such Securities pursuant to the provisions of this Article Eleven, or after any action taken at a Security Holders’ meeting pursuant to Article Ten, may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture or as to any action taken at any such meeting; and, in such case, suitable notation may be made upon Outstanding Securities of each series affected thereby after proper presentation and demand. If the Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture, or to any action taken at any such meeting, may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities affected by a supplemental indenture then Outstanding, upon demand of, and without cost to, the Holders thereof, upon surrender of such Securities. Failure to make an appropriate notation or to issue new Securities shall not affect the validity of any supplemental indenture.

SECTION 11.05. Trustee to Sign Amendments, etc . The Trustee, subject to the provisions of Section 8.01, may receive an Officers’ Certificate and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article Eleven is authorized or permitted by the terms of this Indenture and that it is not inconsistent therewith.

SECTION 11.06. Payment for Consent . Neither the Company nor any affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of Securities of any series for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities of such series unless such consideration is offered to be paid to all Holders of such series that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE TWELVE

CONSOLIDATION, MERGER OR SALE

SECTION 12.01. Consolidation, Merger or Sale . The Company covenants and agrees that it will not, in a single transaction or series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, unless (a) the person formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Company, shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Company hereunder, (b) the Company, such person or such successor person, as the case may be, shall not, immediately after such consolidation, merger, sale or transfer, be in default in the performance of any such covenant or condition, and (c) if, upon such consolidation, merger, sale or transfer becoming effective any of the property or assets of the Company would become or be subject to any mortgage or other lien (an “additional lien” ), other than liens existing thereon prior thereto and liens permitted under the first paragraph and clauses (a) through (h) and (j) of the second paragraph of Section 5.11 hereof, then (x) prior to such consolidation, merger, sale or transfer all of the Securities at the time Outstanding shall be directly secured (equally and ratably with any other indebtedness of the Company then entitled thereto) by a mortgage or other lien ranking prior to such additional lien, in form satisfactory to the Trustee, on all of the property and assets of the Company, and accretions thereto, which would upon such consolidation, merger, sale or transfer become subject to such additional lien, such mortgage or other lien securing the Securities to be effective for so long as such property and assets shall remain subject to such additional lien, or (y) the Company makes effective provision whereby all Securities Outstanding

immediately after such consolidation, merger, sale or transfer will be directly secured by a mortgage or other lien in form satisfactory to the Trustee equally and ratably with (or prior to) any and all obligations, indebtedness and claims secured by such additional lien, upon such property and assets of the Company (or the person resulting from or surviving such consolidation or merger, if not the Company, or the person to which such sale or transfer shall have been made, as the case may be) as are subject to such additional lien, such mortgage or other lien securing the Securities to be effective for so long as such property and assets shall remain subject to such additional lien.

Subject to the provisions of Section 8.01, the Trustee may receive an Opinion of Counsel as conclusive evidence that the instrument or instruments evidencing any mortgage and pledge referred to above comply with the foregoing conditions and provisions of this Section 12.01.

SECTION 12.02. Securities and Indenture to Be Assumed by Successor on Consolidation, Merger or Sale . Subject to the provisions of Section 12.01, nothing in this Indenture shall prevent any consolidation or merger of the Company with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Company to any other person lawfully entitled to acquire the same; provided , however , and the Company covenants and agrees, that any such consolidation, merger, sale, or transfer shall be upon the condition that the due and punctual payment of the principal, premium, if any, and interest of all the Securities according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of the Indenture to be kept or performed by the Company shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or merger ( provided that no such supplemental indenture shall be required if the Company is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Company, just as fully and effectually as if such successor person had been the original “Company” hereunder. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 12.02, in form satisfactory to the Trustee, shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the “Company”; and any order, certificate, statement, request, instructions, advice or resolutions of the Board of Directors or officers of the Company provided for in this Indenture may be made by like officials of such successor person.

In case of any such consolidation, merger, sale, or transfer such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

In the event of any such sale or transfer (other than a transfer by way of lease), the Company or any successor person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities.

Subject to the provisions of Section 8.01, the Trustee may receive an Opinion of Counsel as conclusive evidence that any such indenture supplemental hereto complies with the foregoing conditions and provisions of this Section 12.02.

This Section 12.02 shall be applicable to successive consolidations or mergers to which the Company (including any successor) is a party and to successive sales or transfers by the Company (including any successor).

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors and Assigns of Company . All the covenants, stipulations, promises and agreements contained in this Indenture by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 13.02. Acts of Board, Committee or Officers of Successor Corporation . Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and

effect by the like board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

SECTION 13.03. Surrender of Powers by Company . Subject to Section 5.09, the Company by instrument in writing executed by authority of a majority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.

SECTION 13.04. Required Notices or Demands May Be Served by Mail . Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Company may be given or served by being deposited postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee) as follows: Harris Corporation, 1025 W. NASA Boulevard, Melbourne, Florida 32919, Attention: Corporate Secretary. Any notice, election, request or demand by any Security Holder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office of the Trustee, which presently is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration.

Where this Indenture provides for notice to Holders of Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security Register. In any case where notice to such Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 13.05. Payments Due on Sundays or Holidays . In any case where the date of maturity of interest or principal of the Securities of any series or the date of redemption of any Security of any series shall not be a Business Day, then payment of interest or principal or premium, if any, may be made on the next succeeding Business Day or as otherwise provided in the Securities of any series with the same force and effect as if such payment had been made or such Security surrendered on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date.

SECTION 13.06. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Applications or Demands by Company . Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent) have been complied with.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 5.13) shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent accountant or firm of independent accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

SECTION 13.07. Provisions of Trust Indenture Act of 1939 to Control . If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 13.08. Substituted Publication or Notice . In case, by reason of the temporary or permanent suspension of publication of any newspaper, or by reason of any other cause, it shall be impossible to make publication of any notice required hereby in a newspaper as herein provided, then such publication or other notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Such publication or other notice shall, so far as may be, approximate the terms and conditions of the publication in lieu of which it is given.

SECTION 13.09. Effect of Invalidity of Provisions . In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 13.10. Indenture to Be Construed in Accordance with New York Law . This Indenture shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflict of law principles.

SECTION 13.11. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability . No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

SECTION 13.12. Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities . Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

SECTION 13.13. Indenture May Be Executed in Counterparts . This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together

constitute but one and the same instrument. The Bank of New York hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

SECTION 13.14. Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

HARRIS CORPORATION

By: /s/ HOWARD L. LANCE

Name: Howard L. Lance
Title: Chairman, President
and Chief Executive Officer

THE BANK OF NEW YORK

By: /s/ MARY LaGUMINA

Name: Mary LaGumina

Title: Vice President

STATE OF FLORIDA

COUNTY OF BREVARD

The foregoing instrument was acknowledged before me this 2nd day of September, 2003, by Howard L. Lance, by me personally known, as Chairman, President and Chief Executive Officer of HARRIS CORPORATION, a Delaware corporation, on behalf of the corporation.

(SEAL)

/s/ Rebecca L. Parman

Notary Public-State of Florida

Commission Number: CC 987877

STATE OF NEW YORK

COUNTY OF NEW YORK

The foregoing instrument was acknowledged before me this 3rd day of September, 2003, by Mary LaGumina, by me personally known, as Vice President of THE BANK OF NEW YORK, a New York banking corporation, on behalf of the corporation.

(SEAL)

/s/ Robert Hirsch

Notary Public-State of New York

Commission Number: 01H16076679

Exhibit 4(c)

HARRIS CORPORATION

THE BANK OF NEW YORK

AS TRUSTEE

SUBORDINATED INDENTURE

DATED AS OF SEPTEMBER 3, 2003

HARRIS CORPORATION

Cross-Reference Sheet Between Trust Indenture Act of 1939 and Indenture:


Section of
Trust Indenture Act
of 1939		Indenture Section

310(a) (1)		8.09
310(a) (2)		8.09
310(a) (3)		Not applicable
310(a) (4)		Not applicable
310(a) (5)		8.09
310(b)		8.08 and 8.10
310(c)		Not applicable
311(a)		8.13
311(b)		8.13
311(c)		Not applicable
312(a)		6.01 and 6.02(a)
312(b)		6.02(b)
312(c)		6.02(c)
313(a)		6.04(a)
313(b)		6.04(b)
313(c)		6.04(b)
313(d)		6.04(c)
314(a)		5.13 and 6.03
314(b)		Not applicable
314(c)		13.06
314(d)		Not applicable
314(e)		13.06
314(f)		Not applicable
315(a)		8.01
315(b)		7.07
315(c)		8.01
315(d)		8.01
315(e)		7.08
316(a)		7.01, 7.06 and 9.04
316(b)		7.04, 7.06 and 11.02
316(c)		11.02
317(a)		7.02
317(b)		5.08
318(a)		13.07

NOTE: The above cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS


		Page

PARTIES			1
RECITALS:
	Compliance with Legal Requirements		1
	Purpose of and Consideration for Subordinated Indenture		1

ARTICLE ONE DEFINITIONS
SECTION 1.01.	Definitions		1
	Board of Directors		1
	Board Resolution		1
	Business Day		1
	Company		1
	Company Order		1
	Corporate Trust Office		2
	Depositary		2
	Event of Default		2
	Exchange Act		2
	Global Security		2
	Holder, Security Holder		2
	Indebtedness		2
	Indenture		2
	Officers’ Certificate		2
	Opinion of Counsel		3
	Original Issue Discount Security		3
	Outstanding		3
	person		3
	Principal Property		3
	Representative		3
	responsible officer		4
	Restricted Subsidiary		4
	SEC		4
	Security or Securities		4
	Security Register		4
	Security Registrar		4
	Senior Indebtedness		4
	Subsidiary		5
	Trust Indenture Act of 1939		5
	Trustee		5
	Yield to Maturity		5
SECTION 1.02.	Other Definitions		5
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act of 1939		5
SECTION 1.04.	Rules of Construction		6

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE TWO SECURITIES
SECTION 2.01.	Forms Generally		6
SECTION 2.02.	Form of Trustee’s Certificate		6
SECTION 2.03.	Amounts Unlimited; Issuable in Series		6
SECTION 2.04.	Authentication and Delivery of Securities		8
SECTION 2.05.	Execution of Securities		9
SECTION 2.06.	Certificate of Authentication		9
SECTION 2.07.	Denomination and Date of Securities; Payments of Interest		9
SECTION 2.08.	Registration, Transfer and Exchange		10
SECTION 2.09.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities		10
SECTION 2.10.	Cancellation of Securities; Destruction Thereof		11
SECTION 2.11.	Temporary Securities		11
SECTION 2.12.	CUSIP Numbers		12
SECTION 2.13.	Book-Entry Provision for Global Securities		12

ARTICLE THREE REDEMPTION OF SECURITIES AND SINKING FUNDS
SECTION 3.01.	Applicability of Article		13
SECTION 3.02.	Notice of Redemption; Partial Redemption		13
SECTION 3.03.	Payment of Securities Called for Redemption		14
SECTION 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption		14
SECTION 3.05.	Mandatory and Optional Sinking Funds		14

ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS
SECTION 4.01.	Covenant Defeasance of Securities		16
SECTION 4.02.	Satisfaction and Discharge of Indenture		17
SECTION 4.03.	Application of Trust Moneys		17
SECTION 4.04.	Repayment to Company		18
SECTION 4.05.	Reinstatement		18

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY
SECTION 5.01.	Payment of Principal of and Interest on Securities		18
SECTION 5.02.	Maintenance of Offices and Agencies for Securities		19
SECTION 5.03.	Company Not to Extend Time of Payment of Claims for Interest		19
SECTION 5.04.	Due Authorization of Securities		19
SECTION 5.05.	Company and Restricted Subsidiaries to Maintain Insurance		19
SECTION 5.06.	Payment of Taxes and Governmental Charges; Maintenance of Property		20
SECTION 5.07.	Company to Appoint Successor Trustee and Agents		20
SECTION 5.08.	Appointment of Paying Agent Other Than Trustee		20
SECTION 5.09.	Covenant to Maintain Corporate Existence		21
SECTION 5.10.	Intentionally Omitted		21
SECTION 5.11.	Intentionally Omitted		21
SECTION 5.12.	Covenant of Further Assurances		21
SECTION 5.13.	Officers’ Certificate as to Performance of Covenants; Notice of Certain Defaults		21

ARTICLE SIX SECURITY HOLDERS’ LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION 6.01.	Company to Furnish Trustee Information as to Names and Addresses of Security Holders		22
SECTION 6.02.	Trustee to Preserve List of Holders		22
SECTION 6.03.	Company to Furnish Reports to Trustee		23
SECTION 6.04.	Reports by Trustee		24

ARTICLE SEVEN REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS UPON EVENT OF DEFAULT
SECTION 7.01.	Events of Default Defined; Acceleration; Waiver and Rescission		24
SECTION 7.02.	Covenant to Pay; Collection by Trustee		26
SECTION 7.03.	Application of Moneys Collected by Trustee		27
SECTION 7.04.	Limitation on Suits by Holders of Securities		28
SECTION 7.05.	Delay or Omission in Exercise of Rights Not Waiver of Default		28
SECTION 7.06.	Rights of Holders of Majority		28
SECTION 7.07.	Trustee to Give Notice of Defaults Known to It, but May Withhold in Certain Circumstances		29
SECTION 7.08.	Requirement of an Undertaking to Pay Costs in Certain Suits under Indenture or Against Trustee		29
SECTION 7.09.	Waiver of Stay, Extension or Usury Laws		30

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iii


		Page


ARTICLE EIGHT CONCERNING THE TRUSTEE
SECTION 8.01.	Duties of Trustee Prior to and After Event of Default		30
SECTION 8.02.	Rights of Trustee		31
SECTION 8.03.	Trustee not Liable for Recitals in Indenture or in Securities		32
SECTION 8.04.	Trustee, Paying Agent or Security Registrar May Own Securities		32
SECTION 8.05.	Moneys Received by Trustee to Be Held in Trust		32
SECTION 8.06.	Trustee Entitled to Compensation, Reimbursement and Indemnity		32
SECTION 8.07.	Right of Trustee to Rely on Certificates of Officers of Company		33
SECTION 8.08.	Trustee Acquiring Conflicting Interest		33
SECTION 8.09.	Requirements for Eligibility of Trustee		33
SECTION 8.10.	Replacement of Trustee		33
SECTION 8.11.	Acceptance by Successor to Trustee; Eligibility and Qualification of Successor Trustee		34
SECTION 8.12.	Successor to Trustee by Merger, Consolidation or Succession to Business		35
SECTION 8.13.	Preferential Collection of Claims Against the Company		35

ARTICLE NINE CONCERNING THE SECURITY HOLDERS
SECTION 9.01.	Evidence of Action of Security Holders		35
SECTION 9.02.	Proof of Execution of Instruments and Holding of Securities		35
SECTION 9.03.	Who May Be Deemed Owners of Securities		36
SECTION 9.04.	Securities Owned by Company or Controlled or Controlling Persons Disregarded for Certain Purposes		36
SECTION 9.05.	Action by Security Holders Binds Future Holders		36

ARTICLE TEN SECURITY HOLDERS’ MEETINGS
SECTION 10.01.	Purposes for Which Meetings May Be Called		37
SECTION 10.02.	Manner of Calling Meetings		37
SECTION 10.03.	Call of Meetings by Company or Security Holders		37
SECTION 10.04	Who May Attend and Vote at Meetings		37
SECTION 10.05.	Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment		38
SECTION 10.06.	Manner of Voting at Meetings and Record to Be Kept		38
SECTION 10.07.	Exercise of Rights of Trustee or Security Holders Not Hindered by Call of Meeting		38

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE ELEVEN SUPPLEMENTAL INDENTURES
SECTION 11.01.	Purposes for Which Supplemental Indenture May Be Entered Into Without Consent of Security Holders		39
SECTION 11.02.	Modification of Indenture with Consent of Holders		40
SECTION 11.03.	Effect of Supplemental Indentures		41
SECTION 11.04.	Securities May Bear Notation of Changes		41
SECTION 11.05.	Trustee to Sign Amendments, etc.		41
SECTION 11.06.	Payment for Consent		41

ARTICLE TWELVE CONSOLIDATION, MERGER OR SALE
SECTION 12.01.	Consolidation, Merger or Sale		41
SECTION 12.02.	Securities and Indenture to Be Assumed by Successor on Consolidation, Merger or Sale		42

ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS
SECTION 13.01.	Successors and Assigns of Company		42
SECTION 13.02.	Acts of Board, Committee or Officers of Successor Corporation		42
SECTION 13.03.	Surrender of Powers by Company		43
SECTION 13.04.	Required Notices or Demands May Be Served by Mail		43
SECTION 13.05.	Payments Due on Sundays or Holidays		43
SECTION 13.06.	Officers’ Certificate and Opinion of Counsel to Be Furnished upon Applications or Demands by Company		43
SECTION 13.07.	Provisions of Trust Indenture Act of 1939 to Control		44
SECTION 13.08.	Substituted Publication or Notice		44
SECTION 13.09	Effect of Invalidity of Provisions		44
SECTION 13.10.	Indenture to Be Construed in Accordance with New York Law		44
SECTION 13.11.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability		44
SECTION 13.12.	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities		44
SECTION 13.13.	Indenture May Be Executed in Counterparts		44
SECTION 13.14.	Table of Contents; Headings		45

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Page


ARTICLE FOURTEEN SUBORDINATION
SECTION 14.01.	Agreement to Subordinate		45
SECTION 14.02.	Liquidation, Dissolution, Bankruptcy		45
SECTION 14.03.	Default on Senior Indebtedness		45
SECTION 14.04.	Acceleration of Payment of Securities		46
SECTION 14.05.	When Distribution Must Be Paid Over		46
SECTION 14.06.	Subrogation		46
SECTION 14.07.	Relative Rights		46
SECTION 14.08.	Subordination May Not Be Impaired by Company		46
SECTION 14.09.	Rights of Trustee and Paying Agent		46
SECTION 14.10.	Distribution or Notice to Representative		47
SECTION 14.11.	Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate		47
SECTION 14.12.	Trust Moneys Not Subordinated		47
SECTION 14.13.	Trustee Entitled to Rely		47
SECTION 14.14.	Trustee to Effectuate Subordination		47
SECTION 14.15.	Trustee Not Fiduciary for Holders of Senior Indebtedness		47
SECTION 14.16.	Reliance by Holders of Senior Indebtedness on Subordination Provisions		48
SIGNATURES			49
ACKNOWLEDGMENTS			50

NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

SUBORDINATED INDENTURE, dated as of September 3, 2003, between HARRIS CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company” ), and THE BANK OF NEW YORK, a New York banking corporation (hereinafter sometimes called the “Trustee” ).

WHEREAS, the Company is empowered to issue securities for any of the objects and purposes of the Company; and

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issue from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (hereinafter referred to as the “Securities” ), up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

DEFINITIONS

Board of Directors:

Board Resolution:

Business Day:

Company:

Company Order:

The term “Company Order” shall mean a written statement, request or order of the Company signed in its name by the Chairman of the Board, the President or any Vice President of the Company.

Corporate Trust Office:

Depositary:

The term “Depositary” shall mean, with respect to the Securities of any series issuable in the form of one or more Global Securities, the person designated as Depositary by the Company pursuant to Sections 2.03 and 2.13 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Global Securities of that series.

Event of Default:

The term “Event of Default” shall mean any event specified in Section 7.01 continued for the period of time, if any, therein designated.

Exchange Act:

The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

Global Security:

The term “Global Security” shall mean a security evidencing all or a part of a series of Securities issued to the Depositary for such series in accordance with Section 2.13.

Holder, Security Holder:

Indebtedness:

The term “Indebtedness” means, without duplication, the principal or face amount of (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, notes or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (v) all obligations as lessee which are capitalized in accordance with generally accepted accounting principles, and (vi) all Indebtedness of others guaranteed by such person or for which such person is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others).

Indenture:

The term “Indenture” shall mean this instrument as originally executed, or, if amended or supplemented, as so amended or supplemented.

Officers’ Certificate:

Opinion of Counsel:

Original Issue Discount Security:

Outstanding:

provided, however, that in determining whether the Holders of the requisite principal amount of Securities outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any affiliate of the Company or such other obligor.

person:

Principal Property:

Representative:

The term “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness.

Responsible officer:

Restricted Subsidiary:

The term “Restricted Subsidiary” shall mean any Subsidiary that owns or leases a Principal Property.

SEC:

The term “SEC” shall mean the Securities and Exchange Commission.

Security or Securities:

The term “Security” or “Securities” shall mean any Security or Securities, as the case may be, authenticated and delivered under this Indenture.

Security Register:

The term “Security Register” shall mean the register kept, or caused to be kept, by the Company with the Security Registrar pursuant to Section 2.08.

Security Registrar:

The term “Security Registrar” shall mean the office or agency appointed and maintained by the Company pursuant to Section 5.02.

Senior Indebtedness:

The term “Senior Indebtedness” means:

(1) Indebtedness of the Company, whether outstanding on the issue date of the Securities of a series or thereafter incurred, and

(2) accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in respect of (a) Indebtedness of the Company for money borrowed and (b) Indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Company is responsible or liable;

unless, in the case of (1) and (2) above, in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are not senior or prior in right of payment to the Securities; provided, however, that Senior Indebtedness shall not include:

      (1) any obligation of the Company to any Subsidiary of the Company,

      (2) any liability for federal, state, local or other taxes owed or owing by the Company,

      (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities),

      (4) any Indebtedness of the Company (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of the Company, or

      (5) the Securities.

Subsidiary:

Trust Indenture Act of 1939:

The term “Trust Indenture Act of 1939 ,” subject to the provisions of Sections 11.01 and 11.02, shall mean the Trust Indenture Act of 1939 as in force at the date of execution of this instrument as originally executed.

Trustee:

The term “Trustee” shall mean the Trustee under this Indenture for the time being, whether original or successor.

Yield to Maturity:

SECTION 1.02. Other Definitions.


Term:	Defined in Section:

“Agent Members”		2.13
“applicants”		6.02
“Blockage Notice”		14.03
“defaults”		7.07
“Government Obligations”		4.01
“mandatory sinking fund payment”		3.05
“optional sinking fund payment”		3.05
“pay the Securities”		14.03
“Payment Blockage Period”		14.03
“Payment Default”		14.03
“record date”		2.07
“sinking fund payment date”		3.05

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

ARTICLE TWO

SECURITIES

SECTION 2.02. Form of Trustee’s Certificate. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK

as Trustee

By:

Authorized Signatory

SECTION 2.03. Amounts Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

      (a) the designation of the Securities of the series (which may be part of a series of Securities previously issued);

      (b) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09, 2.11, 2.13, 3.03 or 11.04);

      (c) any date on which the principal of the Securities of the series is payable or the method by which any such date shall be determined;

      (d) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

      (e) the place or places where the principal of, premium, if any, and any interest on Securities of the series shall be payable (if other than as provided in Section 5.02);

      (f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;

      (g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

      (h) if other than denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000, the denominations in which Securities of the series shall be issuable;

      (i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the maturity thereof;

      (j) whether the Securities of the series will be issuable as Global Securities;

      (k) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

      (l) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security or Global Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

      (m) any trustees, depositaries, authenticating or paying agents, transfer agents, calculation agent (if any), or registrars or any other agents with respect to the Securities of such series;

      (n) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of principal of, premium, if any, and interest on, the Securities of such series shall be payable;

      (o) if the amount of payment of principal of, premium, if any, and interest on, the Securities of such series may be determined with reference to an index, formula or other method, the manner in which such amounts shall be determined;

      (p) whether the Securities of such series are subject to defeasance or covenant defeasance, or such other means of satisfaction and discharge as may be specified for such series;

      (q) the obligation, if any, of the Company to permit or cause the Securities of such series to be converted into or exchanged for common stock of the Company or other securities or property of the Company and the terms and conditions upon which conversion or exchange shall be effected;

      (r) if convertible or exchangeable, any limitations on the ownership or transferability of the securities or property into which the Securities of such series are convertible or exchangeable;

      (s) any deletions of, or changes or additions to, events of default or covenants with respect to the Securities of such series; and

      (t) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

the purchasers thereof, they will have been duly issued under this Indenture and will be valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture.

In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

Each Security shall be dated the date of its authentication.

date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the Holders of Securities not less than fifteen days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the date fifteen calendar days prior to an interest payment date (whether or not a Business Day).

SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Company in its discretion may execute, and upon the written request of any officer of the Company, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so

destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Company may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

SECTION 2.10. Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Company or any agent of the Company or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it in accordance with its customary procedures. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee or its agent for cancellation.

SECTION 2.11. Temporary Securities. Pending the preparation of definitive Securities for any series, the Company may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Securities of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Company shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agent to be maintained by the Company for that purpose pursuant to Section 5.02 and the Trustee shall authenticate and deliver in exchange for

such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.03.

SECTION 2.12. CUSIP Numbers. The Company may issue the Securities of any series with one or more “CUSIP,” “ISIN” and “CINS” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP,” “ISIN” and “CINS” numbers in notices of redemption as a convenience to Holders of the Securities of such series; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP,” “ISIN” and “CINS” numbers of the Securities of any series.

SECTION 2.13. Book-Entry Provisions for Global Securities.

ARTICLE THREE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 3.01. Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

SECTION 3.02. Notice of Redemption; Partial Redemption. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice, to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

SECTION 3.03. Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and, except as provided in Section 4.03, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.03 and 2.07 hereof.

SECTION 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least forty days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

SECTION 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment. ” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date. ”

On or before the sixtieth day next preceding each sinking fund payment date for any series, the Company will deliver to the Trustee an Officers’ Certificate (which need not contain the statements

required by Section 13.06) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (a) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (b) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE;

DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS

SECTION 4.01. Covenant Defeasance of Securities. (a) Subject to Section 4.01(b), the Company may at any time terminate (1) its obligations with respect to any series of Securities under Sections 5.05 and 5.06 and the operation of Section 7.01(c) (but only as to failure to comply with Sections 5.05 and 5.06) and (2) its obligations under any provision applicable to such series set forth in the Board Resolution or Officers’ Certificate establishing the terms of such series (provided that in the case of any provision set forth in a Board Resolution or Officers’ Certificate, such Board Resolution or Officers’ Certificate specifies that such provision is subject to this Section 4.01).

(b) The Company may exercise its covenant defeasance option under this Section 4.01 with respect to a series of Securities only if:

      (iv) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other instrument to which the Company is a party or by which it or its property is bound;

      (v) the Company shall deliver to the Trustee an Opinion of Counsel stating (i) that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred, and (ii) that after the passage of 90 days (or such other period of time as then required by the non-insider preference provisions of any applicable federal bankruptcy laws) following the deposit, and provided that neither the Trustee nor the Holders are “insiders” as defined in Title 11 of the United States Code, the trust funds will not be subject to recovery under Section 547(b) of Title 11 of the United States Code, and (iii) that there would not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Company or the Trustee as a result of such deposit and the related exercise of the Company’s rights under this Section 4.01;

      (vi) the Holders of the Securities of such series shall have a first priority perfected security interest under applicable state law in the money or Government Obligations deposited pursuant to Section 4.01(b)(i); and

      (vii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance of the Securities of such series contemplated by this Section 4.01 (other than the priority of the security interest referred to in Section 4.01(b)(vi) above) have been complied with.

SECTION 4.02. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Securities of any series Outstanding hereunder, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

SECTION 4.03. Application of Trust Moneys. Subject to the provisions of Section 4.04, all money or Government Obligations deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities of the applicable series, this Indenture and, in the case of Section 4.01, such irrevocable trust agreement, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may

determine, to the persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee. The money or Government Obligations so held in trust under Section 4.01 shall not be part of the trust estate under this Indenture but shall constitute a separate trust fund for the benefit of all Holders of Securities of the particular series entitled thereto. Money and Securities so held in trust are not subject to Article Fourteen.

SECTION 4.04. Repayment to Company. Upon termination of the trust established pursuant to Section 4.01, the Trustee and the paying agent shall promptly pay to the Company upon request any excess money held by them. The Trustee and the paying agent shall pay to the Company upon request and, if applicable, in accordance with the irrevocable trust established pursuant to Section 4.01 any money or Government Obligations held by them for the payment of principal of, premium, if any, or interest on any particular series of Securities that remains unclaimed for two years; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper of general circulation in the Borough of Manhattan, the City and State of New York, or mail to the Holder of any such Security, or both, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than thirty days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Security Holders entitled to such payment of principal, premium, if any, and interest must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

SECTION 4.05. Reinstatement. If the Trustee or any paying agent is unable to apply any money or Government Obligations in accordance with Section 4.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, or by reason of Government Obligations not paying principal and interest in such amounts and at such times as are sufficient to pay the principal of, premium, if any, and interest on the Securities of the particular series in accordance with the terms of this Indenture, the Company’s obligations under this Indenture with respect to such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 until such time as the Trustee or any paying agent is permitted to apply all such money or Government Obligations in accordance with Section 4.03; provided, however, that if the Company has made any payment of interest (and premium, if any) on, or principal of, such series of Securities because of the reinstatement of its obligations hereunder, the Company shall be subrogated to the rights of the Holders of such series of Securities to receive such payment from the money or Government Obligations held by the Trustee or such paying agent for such purpose.

ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

The Company covenants and agrees as follows:

SECTION 5.01. Payment of Principal of and Interest on Securities. For the benefit of each series of Securities, the Company will duly and punctually pay, or cause to be paid, the principal of, premium, if any, and interest on each and every Security of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the respective times and places and in the manner mentioned in such Securities and in this Indenture. The interest upon Global Securities shall be paid by wire transfer of immediately available funds to the Depositary for such Global Securities. The interest on Securities in definitive registered form, other than interest payable at maturity (or on the date of redemption if the Security is redeemed by the Company prior to maturity), will be paid by check mailed to the address of the person entitled thereto as shown on the Security Register. Payments of principal and interest at maturity or upon redemption will be made in immediately available funds against presentation and surrender of the Security. Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate principal amount of Securities in definitive registered form shall be entitled to receive payments of interest by wire transfer of immediately available funds upon written request to the Trustee or the paying agent as provided in the form of Security. When and as paid, all Securities shall be cancelled by the Trustee in the manner provided in Section 2.10.

SECTION 5.02. Maintenance of Offices and Agencies for Securities. In the event Securities are issued in definitive registered form, at all times until the payment of the principal of such Securities, the Company will maintain an office or agency in the Borough of Manhattan, the City and State of New York, where such Securities may be presented for transfer and exchange as in this Indenture provided, where such Securities may be presented for payment, and where notices or demands in respect of such Securities or of this Indenture may be served. In case the Company shall at any time not maintain such office or agency, or shall fail to give notice to the Trustee of any change in the location thereof, presentation and demand may be made and notice may be served, in respect of the Securities or of this Indenture, at the Corporate Trust Office of the Trustee.

In addition to such office or agency, the Company may from time to time designate one or more other offices or agencies where the Securities may be presented for any or all of the purposes specified above in this Section and may constitute and appoint one or more paying agents for the payment of such Securities in one or more other cities, and may from time to time rescind such designations and appointments, as the Company may deem desirable or expedient; provided, however, that no such designation, appointment or rescission shall in any manner relieve the Company of its obligation to maintain such office and agency in the said Borough of Manhattan, when and for the purposes above mentioned.

SECTION 5.03. Company Not to Extend Time of Payment of Claims for Interest. The Company will not, directly or indirectly, extend or assent to the extension of the time for the payment of any claim for interest on any of the Securities, and will not, directly or indirectly, be a party to or approve of any such arrangement in any manner; provided, however, that this Section 5.03 shall not apply in any case where an extension shall be pursuant to a plan proposed by the Company to the Holders of all the Securities of a series then Outstanding.

SECTION 5.04. Due Authorization of Securities. The Company covenants and warrants that it is duly authorized under the laws of the State of Delaware, and under all other applicable provisions of law, to create and issue the Securities evidencing its indebtedness and to execute this Indenture, that all corporate action on its part for the creation and issue of the Securities and the execution of this Indenture has been duly and effectively taken, and that the Securities, when issued, will be valid and binding obligations of the Company and entitled to the benefits of this Indenture.

SECTION 5.05. Company and Restricted Subsidiaries to Maintain Insurance. So long as any of the Securities shall be outstanding, the Company will insure and keep insured, and will cause each Restricted Subsidiary to insure and keep insured, with reputable insurance companies, so much of their respective properties, to such an extent and against such risks (including fire), as companies engaged in similar businesses customarily insure properties of a similar character; or, in lieu thereof, in the case of itself or of any one or more of its Restricted Subsidiaries, the Company will maintain or cause to be maintained a system or systems of self-insurance which will accord with the approved practices of companies owning or operating properties of a similar character and maintaining such systems, and, in such cases of self-insurance, will cause to be maintained an insurance reserve or reserves in adequate amounts.

SECTION 5.06. Payment of Taxes and Governmental Charges; Maintenance of Property. So long as any of the Securities shall be outstanding, the Company will, and will cause each Restricted Subsidiary to,

(a) promptly pay and discharge or cause to be paid and discharged all taxes, assessments and governmental charges or levies lawfully imposed upon it or upon its income or profits or upon any of its property, real or personal, or upon any part thereof, as well as all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon its property; provided, however, that neither the Company nor any Restricted Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or such Restricted Subsidiary, as the case may be, shall have set aside on its books reserves deemed by it to be adequate with respect thereto; and provided further that the Company shall not be obligated hereunder to pay or cause to be paid any such taxes, assessments or charges, if, in the opinion of the Board of Directors, payment of the same shall be no longer advantageous to the Company or such Restricted Subsidiary in the conduct of its business; and

(b) maintain and keep its properties and every part thereof in good repair, working order and condition, and make or cause to be made all such needful and proper repairs, renewals and replacements thereto, as in the judgment of the Company are necessary in the interests of the Company; provided, however, that nothing in this subdivision (b) shall prevent the Company or any Restricted Subsidiary, from time to time, from selling, abandoning or otherwise disposing of any of their respective properties or discontinuing a part of their respective business if such sale, abandonment, disposition or discontinuance is, in the judgment of the Company, advisable.

SECTION 5.07. Company to Appoint Successor Trustee and Agents. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder and, whenever necessary to avoid or fill a vacancy in the position of any paying, calculation, transfer or other agent with respect to any series of Securities, will appoint a successor agent.

SECTION 5.08. Appointment of Paying Agent Other Than Trustee. (a) If the Company shall appoint a paying agent other than the Trustee with respect to any series of Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument that incorporates the terms of the Trust Indenture of 1939, and in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.08,

such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

      (d) Anything in this Section 5.08 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture, or for any other purpose, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent as required by this Section 5.08, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such sums.

      (e) Any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company, or if then held by the Company, shall be discharged from such trust; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper of general circulation in the Borough of Manhattan, the City and State of New York, or mail to the registered Holder of any such Security, or both, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Security Holders entitled to such payment must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person, and thereupon all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall cease.

      (f) Anything in this Section 5.08 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.08 is subject to the provisions of Article Four.

SECTION 5.09. Covenant to Maintain Corporate Existence. So long as any of the Securities shall be outstanding, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises; provided that nothing in this Section 5.09 shall prevent (a) any consolidation or merger of the Company, or any sale or transfer of all or substantially all of its property and assets, permitted by Article Twelve, or (b) the liquidation or dissolution of the Company after a sale or transfer of all or substantially all of its property and assets permitted by Article Twelve; and provided further that the Company shall not be required to preserve any right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of business of the Company and that the loss thereof is not disadvantageous to the Security Holders in any material respect.

SECTION 5.10. Intentionally Omitted.

SECTION 5.11. Intentionally Omitted.

Company, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the officers signing such certificate with a view to determining whether the Company has kept, observed, performed and fulfilled all the covenants, agreements and obligations on its part contained in this Indenture and that to the best of the knowledge of such officers the Company is not in default in the performance, observance or fulfillment of any of the terms, provisions and conditions hereof, and that no default exists or, if the Company shall be so in default or if any default exists, specifying all such defaults, and the nature thereof, of which such officers may have knowledge. The Company will deliver to the Trustee within five days after the occurrence thereof written notice of any event that, with the giving of notice and the lapse of time, would become an Event of Default under subsection (f) of Section 7.01.

ARTICLE SIX

SECURITY HOLDERS’ LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE

(i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.02, or

(ii) inform such applicants as to the approximate number of Holders of Securities of such series or of all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section 6.02, and as to the approximate cost of mailing to such Security Holders the form of proxy or other communication, if any, specified in such application.

      (b) The Company covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time to time by said Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations.

      (c) The Company covenants and agrees to transmit to the Holders of Securities within thirty days after the filing thereof with the Trustee, in the manner and to the extent provided in subsection (c) of Section 6.04 with respect to reports pursuant to subsection (a) of said Section 6.04, such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to time by the Securities and Exchange Commission.

      (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the

Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(b) The Trustee shall comply with Section 313(b) and Section 313(c) of the Trust Indenture Act of 1939.

(c) A copy of each such report shall, at the time of such transmission to Security Holders, be filed by the Trustee with each stock exchange upon which the Securities of any applicable series are listed and also with the Securities and Exchange Commission. The Company agrees to notify the Trustee when and as the Securities of any series become listed on any stock exchange.

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS

UPON EVENT OF DEFAULT

(f) a default under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for money borrowed of the Company (other than the Securities of such series), whether such indebtedness exists on the date of this Indenture or shall hereafter be created, which default either (i) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $50,000,000 or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period or (ii) results in such aggregate indebtedness in excess of $50,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration shall not be rescinded or annulled within ten days after written notice to the Company from the Trustee or to the Company and to the Trustee from the Holders of not less than twenty-five percent (25%) of the then Outstanding Securities of such series; or

(g) any other Event of Default provided in the supplemental indenture or Officers’ Certificate under which such series of Securities is issued or in the form of Security for such series.

all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the Holders of the Securities of any series, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of the Securities of any series allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other judicial proceedings relative to the Company or any other obligor on the Securities of any series or their creditors, or affecting their property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities of any series by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities of any series, with authority to make and file in the respective names of the Holders of the Securities of any series or on behalf of the Holders of the Securities of any series as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the

Holders of the Securities of any series themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Holders of the Securities of any series, as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Trustee and of the Holders of the Securities of any series against the Company or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that nothing contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of any Security Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Security Holder of any series in any such proceeding. Any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Security Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Security Holders of any series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.06.

      FIRST: To the payment of costs and expenses of collection applicable to such series, and of all amounts payable to the Trustee under Section 8.06;

      SECOND: To the holders of Senior Indebtedness to the extent required by Article Fourteen;

      THIRD: In case the principal of the Outstanding Securities of such series shall not have become due and be unpaid, to the payment of defaulted interest on the Securities of such series, in the order of the maturity of the installments of such interest, with interest (so far as may be lawful and if such interest has been collected by the Trustee) upon the overdue installments of interest at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

      FOURTH: In case the principal of the Outstanding Securities of such series shall have become due, by declaration as authorized by this Indenture or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal and interest, with interest on the overdue principal, and (so far as may be lawful and if such interest has been collected by the Trustee) upon overdue installments of interest at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series; then to the payment of such principal and interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other

installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest;

FIFTH: To the payment of the remainder, if any, to the Company, its successors or assigns.

SECTION 7.06. Rights of Holders of Majority. Subject to the provisions of Sections 8.01 and 8.02, the Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Securities of such series, or exercising any trust or

power conferred on the Trustee with respect to the Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining therein, and the Trustee shall have the right, subject to the provisions of Section 8.01, to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not be lawfully taken, or if the Trustee in good faith shall, by a responsible officer or officers of the Trustee, determine that the proceeding so directed would be illegal or involve it in personal liability or be unjustly prejudicial to the Security Holders not joined in any such direction, and provided further that nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by the Security Holders. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

SECTION 7.07. Trustee to Give Notice of Defaults Known to It, but May Withhold in Certain Circumstances. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give to the Holders of the Securities of such series, in the manner and to the extent provided in subsection (c) of Section 6.04 with respect to reports pursuant to subsection (a) of said Section 6.04, notice of all defaults with respect to that series known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purposes of this Section 7.07 being hereby defined to be the events specified in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 7.01, not including any periods of grace provided for therein); provided, that, except in the case of default in the payment of the principal of (or premium, if any) or interest, if any, on any of the Securities of such series, or in the payment of any sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long as a committee of responsible officers of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Security Holders of such series.

enforcement of the payment of the principal of or premium, if any, or interest on any Security on or after the due date expressed in such Security or any date fixed for redemption.

ARTICLE EIGHT

CONCERNING THE TRUSTEE

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing of all such Events of Default with respect to such series which may have occurred:

exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 8.02. Rights of Trustee. Except as otherwise provided in Section 8.01:

      (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate, certificate of auditors, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

      (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by the Chairman of the Board or the President or any Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer or the Controller (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

      (c) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

      (d) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation thereto at the request, order or direction of any of the Security Holders, pursuant to the provisions of this Indenture, unless such Security Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured) to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs;

      (e) The Trustee shall not be personally liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

      (f) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other paper or document, unless requested in writing so to do by the Holders of not less than majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company;

      (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

      (h) The Trustee shall not be deemed to have notice of any default or Event of Default unless a responsible officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

      (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the

Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder; and

(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 8.03. Trustee not Liable for Recitals in Indenture or in Securities. The recitals contained herein and in the Securities (other than the certificate of authentication on the Securities) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture, or for the use or application of any moneys received by any paying agent other than the Trustee.

SECTION 8.04. Trustee, Paying Agent or Security Registrar May Own Securities. The Trustee or any paying agent or calculation agent or any Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent, calculation agent, or Security Registrar.

SECTION 8.05. Moneys Received by Trustee to Be Held in Trust. Subject to the provisions of Article Four, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by its Chairman of the Board or President or any Vice President or Treasurer or an Assistant Treasurer.

SECTION 8.06. Trustee Entitled to Compensation, Reimbursement and Indemnity. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 8.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon any property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities.

All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

SECTION 8.07. Right of Trustee to Rely on Certificate of Officers of Company. Except as otherwise provided in Section 8.01, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officers’ Certificate, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 8.08. Trustee Acquiring Conflicting Interest. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee for another series of Securities under this Indenture. Nothing herein shall prevent the Trustee from filing with the Securities and Exchange Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act of 1939.

SECTION 8.09. Requirements for Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million dollars, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as trustee for the Securities issued hereunder. In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

SECTION 8.10. Replacement of Trustee. (a) The Trustee, or any successor hereafter appointed, may at any time resign with respect to one or more series of Securities and be discharged from the trust hereby created by giving written notice thereof to the Company and by mailing notice of such resignation to the Holders of then Outstanding Securities of such series affected at their addresses as they appear on the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series of Securities and have accepted appointment within thirty days after the publication of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor trustee, or any Security Holder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 7.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

SECTION 8.11. Acceptance by Successor to Trustee; Eligibility and Qualification of Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series herein. The predecessor trustee shall, nevertheless, at the written request of the successor trustee, pay over to the successor trustee all moneys at the time held by it hereunder, subject nevertheless to its lien, if any, provided for in Section 8.06; and the Company and the predecessor trustee shall execute and deliver such

instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.

SECTION 8.12. Successor to Trustee by Merger, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor trustee had itself authenticated such Securities.

SECTION 8.13. Preferential Collection of Claims Against the Company. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939 excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act of 1939. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent indicated therein.

ARTICLE NINE

CONCERNING THE SECURITY HOLDERS

SECTION 9.01. Evidence of Action of Security Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of Outstanding Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Security Holders in person or by attorney or proxy appointed in writing, or (b) by the record of the Holders of Securities voting in favor thereof at any meeting of Security Holders duly called and held in accordance with the provisions of Article Ten, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Security Holders.

SECTION 9.02. Proof of Execution of Instruments and Holding of Securities. Subject to the provisions of Section 8.01, proof of the execution of any instrument by a Security Holder or his attorney or proxy and proof of the holding by any person of any of the Securities shall be sufficient for any purpose of this Indenture if made in the following manner:

The Trustee shall not be bound to recognize any person as a Security Holder unless and until his title to the Securities held by him is proved in the manner in this Article Nine provided.

The record of any Security Holders’ meeting shall be proved in the manner provided in Section 10.06.

The Trustee may require such additional proof of any matter referred to in this Section 9.02 as it shall deem necessary.

SECTION 9.03. Who May Be Deemed Owners of Securities. The Company, the Trustee, and any paying agent and any Security Registrar may deem and treat the person in whose name any Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Company or any Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. All such payments so made to any such registered Holder for the time being or upon his order shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

SECTION 9.04. Securities Owned by Company or Controlled or Controlling Persons Disregarded for Certain Purposes. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 9.04, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the written advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 8.01 and 8.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination unless the Trustee has actual knowledge to the contrary.

SECTION 9.05. Action by Security Holders Binds Future Holders. Any demand, request, waiver, consent or vote of the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security, and of any Security issued in exchange therefor or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. However, any such Holder or future Holder may revoke the consent, waiver or action as to such Holder’s Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. An amendment or waiver becomes effective upon the execution of such waiver or

ARTICLE TEN

SECURITY HOLDERS’ MEETINGS

SECTION 10.01. Purposes for Which Meetings May Be Called. A meeting of the Holders of the Securities or any series thereof may be called at any time and from time to time pursuant to the provisions of this Article Ten for any of the following purposes:

SECTION 10.02. Manner of Calling Meetings. The Trustee may at any time call a meeting of the Holders of the Securities or any series thereof to take any action specified in Section 10.01, to be held at such time and at such place in the Borough of Manhattan, City and State of New York, or in the City of Melbourne, State of Florida, as the Trustee shall determine. Notice of every meeting of Security Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Company, first class postage prepaid, to the Holders of all Securities or all Securities of the applicable series, as the case may be, at their last addresses as they shall appear upon the Security Register.

SECTION 10.03. Call of Meetings by Company or Security Holders. In case at any time the Company, pursuant to resolution of its Board of Directors, or the Holders of at least twenty percent (20%) in aggregate principal amount of the Securities or any series thereof then Outstanding, shall have requested the Trustee to call a meeting of the Holders of the Securities or any series thereof, as the case may be, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee of the Securities or the applicable series shall not have mailed the notice of such meeting within twenty days after receipt of such request, then the Company or the Holders of Securities in the amount above specified may determine the time and the place in the City of Melbourne, State of Florida, or in the Borough of Manhattan, City and State of New York, for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02.

SECTION 10.04. Who May Attend and Vote at Meetings. To be entitled to vote at any meeting of Security Holders a person shall (a) be a Holder of one or more Securities and, if the meeting is of the Holders of one or more series of Securities, of the applicable series; or (b) be a person appointed by an

SECTION 10.05. Regulations May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Security Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, and submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.02 or by having the signature of the person executing the proxy witnessed or guaranteed by any bank or trust company satisfactory to the Trustee.

SECTION 10.06. Manner of Voting at Meetings and Record to Be Kept. The vote upon any resolution submitted to any meeting of Security Holders shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amount of the Securities voted by the ballot. The permanent chairman of the meeting shall appoint two inspectors of votes, who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Security Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts, setting forth a copy of the notice of the meeting and showing that said notice was published as provided in Section 10.02. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 10.07. Exercise of Rights of Trustee or Security Holders Not Hindered by Call of Meeting. Nothing in this Article Ten contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Security Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the

Trustee or to the Holders of Securities or any series thereof under any of the provisions of this Indenture or of the Securities.

ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES

SECTION 11.01. Purposes for Which Supplemental Indenture May Be Entered Into Without Consent of Security Holders. The Company, when authorized by a Board Resolution, and the Trustee, subject to the conditions and restrictions in this Indenture contained, may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) for one or more of the following purposes:

      (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets or add any guarantee in respect of the Securities of one or more series or this Indenture;

      (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumptions by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Twelve;

      (c) to add to the covenants and agreements of the Company contained in this Indenture, for the benefit of the Holders of the Securities, or to surrender any right or power herein reserved to or conferred upon the Company;

      (d) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Indenture or in any supplemental indenture, provided that no such action shall adversely affect the interests of the Holders of the Securities;

      (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;

      (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 8.11;

      (g) to make any change necessary to comply with any requirement of the SEC in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act of 1939, provided that such modification or amendment does not materially and adversely affect the interests of the holders of the Securities;

      (h) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code;

      (i) to make such provisions with respect to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture, provided that such other provisions shall not adversely affect the interest of the Holders of the Securities; or

      (j) to make any change in Article Fourteen that would limit or terminate the rights of any holder of Senior Indebtedness under Article Fourteen, subject to any required approvals of the holders of such Senior Indebtedness.

After an amendment under this Section 11.01 becomes effective, the Company shall mail to the Holders of the affected series a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 11.01.

An amendment under this Section in respect of the Securities of any series may not make any change that adversely affects the rights under Article Fourteen of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.

SECTION 11.02. Modification of Indenture with Consent of Holders. With the consent (evidenced as provided in Section 9.01) of the Holders (or persons entitled to vote, or to give consents respecting the same) of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of any series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for such Securities), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights and obligations of the Holders of the Securities of such series and of the Company; provided, however, that no such supplemental indenture shall (a) extend the fixed maturity of any Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the Securities payable in money other than that stated in the Securities, or reduce any premium payable upon the redemption thereof, or change the time at which any Security may or must be redeemed, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02, or impair or affect the right of any Security Holder to institute suit for the payment of principal of and interest on such Security Holder’s Securities on and after the due dates therefor, or waive a default or Event of Default regarding any payment on the Securities, or if the Securities provide therefor, any right of repayment at the option of the Security Holder, or make any change in Article Fourteen that adversely affects the rights of any Security Holder under Article Fourteen, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security so affected.

The Company may in its discretion establish a record date with respect to any action to be taken pursuant to this Section.

SECTION 11.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Eleven or of Article Twelve, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 11.04. Securities May Bear Notation of Changes. Securities authenticated and delivered after the execution of any supplemental indenture affecting such Securities pursuant to the provisions of this Article Eleven, or after any action taken at a Security Holders’ meeting pursuant to Article Ten, may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture or as to any action taken at any such meeting; and, in such case, suitable notation may be made upon Outstanding Securities of each series affected thereby after proper presentation and demand. If the Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture, or to any action taken at any such meeting, may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities affected by a supplemental indenture then Outstanding, upon demand of, and without cost to, the Holders thereof, upon surrender of such Securities. Failure to make an appropriate notation or to issue new Securities shall not affect the validity of any supplemental indenture.

SECTION 11.05. Trustee to Sign Amendments, etc. The Trustee, subject to the provisions of Section 8.01, may receive an Officers’ Certificate and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article Eleven is authorized or permitted by the terms of this Indenture and that it is not inconsistent therewith.

SECTION 11.06. Payment for Consent. Neither the Company nor any affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of Securities of any series for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities of such series unless such consideration is offered to be paid to all Holders of such series that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE TWELVE

CONSOLIDATION, MERGER OR SALE

SECTION 12.01. Consolidation, Merger or Sale. The Company covenants and agrees that it will not, in a single transaction or series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, unless (a) the person formed by or resulting from any such consolidation or merger, or which shall have received the

transfer of all or substantially all of the property and assets of the Company, shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Company hereunder, and (b) the Company, such person or such successor person, as the case may be, shall not, immediately after such consolidation, merger, sale or transfer, be in default in the performance of any such covenant or condition.

SECTION 12.02. Securities and Indenture to Be Assumed by Successor on Consolidation, Merger or Sale. Subject to the provisions of Section 12.01, nothing in this Indenture shall prevent any consolidation or merger of the Company with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Company to any other person lawfully entitled to acquire the same; provided, however, and the Company covenants and agrees, that any such consolidation, merger, sale, or transfer shall be upon the condition that the due and punctual payment of the principal, premium, if any, and interest of all the Securities according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of the Indenture to be kept or performed by the Company shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or merger ( provided that no such supplemental indenture shall be required if the Company is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Company, just as fully and effectually as if such successor person had been the original “Company” hereunder. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 12.02, in form satisfactory to the Trustee, shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the “Company”; and any order, certificate, statement, request, instructions, advice or resolutions of the Board of Directors or officers of the Company provided for in this Indenture may be made by like officials of such successor person.

In case of any such consolidation, merger, sale, or transfer such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors and Assigns of Company. All the covenants, stipulations, promises and agreements contained in this Indenture by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 13.02. Acts of Board, Committee or Officers of Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

SECTION 13.03. Surrender of Powers by Company. Subject to Section 5.09, the Company by instrument in writing executed by authority of a majority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.

SECTION 13.04. Required Notices or Demands May Be Served by Mail. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Company may be given or served by being deposited postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee) as follows: Harris Corporation, 1025 W. NASA Boulevard, Melbourne, Florida 32919, Attention: Corporate Secretary. Any notice, election, request or demand by any Security Holder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office of the Trustee, which presently is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration.

SECTION 13.05. Payments Due on Sundays or Holidays. In any case where the date of maturity of interest or principal of the Securities of any series or the date of redemption of any Security of any series shall not be a Business Day, then payment of interest or principal or premium, if any, may be made on the next succeeding Business Day or as otherwise provided in the Securities of any series with the same force and effect as if such payment had been made or such Security surrendered on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date.

SECTION 13.06. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Applications or Demands by Company. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent) have been complied with.

Any certificate, statement or opinion of any officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an officer

or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

SECTION 13.07. Provisions of Trust Indenture Act of 1939 to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 13.08. Substituted Publication or Notice. In case, by reason of the temporary or permanent suspension of publication of any newspaper, or by reason of any other cause, it shall be impossible to make publication of any notice required hereby in a newspaper as herein provided, then such publication or other notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Such publication or other notice shall, so far as may be, approximate the terms and conditions of the publication in lieu of which it is given.

SECTION 13.09. Effect of Invalidity of Provisions. In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 13.10. Indenture to Be Construed in Accordance with New York Law. This Indenture shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflict of law principles.

SECTION 13.11. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

SECTION 13.12. Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

SECTION 13.13. Indenture May Be Executed in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The Bank of New York hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

SECTION 13.14. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

ARTICLE FOURTEEN

SUBORDINATION

SECTION 14.01. Agreement to Subordinate. Except as otherwise provided in a supplemental indenture or pursuant to Section 2.03, the Company agrees, and each Security Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen, to the prior payment in full in cash of all Senior Indebtedness and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. All provisions of this Article Fourteen shall be subject to Section 14.12.

SECTION 14.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(1) holders of Senior Indebtedness shall be entitled to receive payment in full in cash of such Senior Indebtedness before Security Holders shall be entitled to receive any payment of principal of or interest on or other amounts with respect to the Securities; and

(2) until such Senior Indebtedness is paid in full in cash, any payment or distribution to which Security Holders would be entitled but for this Article Fourteen shall be made to holders of such Senior Indebtedness as their interests may appear, except that Security Holders may receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness to at least the same extent as the Securities.

SECTION 14.03. Default on Senior Indebtedness. The Company shall not pay the principal of or interest on or other amounts with respect to the Securities or make any deposit pursuant to Section 4.01 and may not purchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”) if either of the following (a “Payment Default”) occurs: (1) any Senior Indebtedness is not paid in full in cash when due; or (2) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company shall be entitled to pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of any Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default (other than a Payment Default) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company shall not pay the Securities for a period (a “Payment Blockage Period” ) commencing upon the receipt by the Trustee of (with a copy to the Company) written notice (a “Blockage Notice”) of such default from the Representative of such Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the person or persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Senior Indebtedness has been discharged or repaid in full in cash. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Indebtedness or the Representative of such Senior Indebtedness shall have accelerated the maturity of such Senior Indebtedness, the Company shall be entitled to resume payments on the Securities after termination of

such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Senior Indebtedness during such period. For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 14.04. Acceleration of Payment of Securities. In the event of the acceleration of any Securities because of an Event of Default, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of or interest on the Securities or on account of the purchase, redemption or retirement of Securities; provided, however, that nothing in this Section 14.04 shall prevent the satisfaction of any sinking fund payment in accordance with Article Three by delivering and crediting pursuant to Section 3.05 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration; and provided further, however, that money deposited pursuant to Section 4.01 not in violation of this Indenture shall not be subject to the claims of holders of Senior Indebtedness. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Senior Indebtedness (or their Representatives) of the acceleration.

SECTION 14.05. When Distribution Must Be Paid Over. If a distribution is made to Security Holders that because of this Article Fourteen should not have been made to them, the Security Holders who receive the distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear.

SECTION 14.06. Subrogation. After all Senior Indebtedness is paid in full and until the Securities are paid in full, Security Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article Fourteen to holders of such Senior Indebtedness which otherwise would have been made to Security Holders is not, as between the Company and the Security Holders, a payment by the Company on such Senior Indebtedness.

SECTION 14.07. Relative Rights. This Article Fourteen defines the relative rights of Security Holders and holders of Senior Indebtedness. Nothing is this Indenture shall:

(1) impair, as between the Company and Security Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; or

(2) prevent the Trustee or any Security Holder from exercising its available remedies upon an Event of Default, subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to Security Holders.

SECTION 14.08. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

SECTION 14.09. Rights of Trustee and Paying Agent. Notwithstanding Section 14.03, the Trustee (or paying agent, as applicable) shall continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that under this Article Fourteen would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a responsible officer of the Trustee received notice satisfactory to it that such payments are prohibited by this Article Fourteen. The Company, the Security Registrar or co-registrar, the paying agent, a Representative or a holder of Senior Indebtedness shall be entitled to give the notice; provided, however,

that, if an issue of Senior Indebtedness has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Security Registrar and co-registrar and the paying agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article Eight shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.06.

SECTION 14.10. Distribution or Notice to Representative. Whenever any person is to make a distribution or give a notice to holders of Senior Indebtedness, such person shall be entitled to make such distribution or give such notice to their Representative (if any).

SECTION 14.11. Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article Fourteen shall not be construed as preventing the occurrence of an Event of Default. Nothing in this Article Fourteen shall have any effect on the right of the Security Holders or the Trustee to accelerate the maturity of the Securities.

SECTION 14.12. Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Obligations held in trust under Article Four by the Trustee for the payment of principal of or interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article Fourteen, and none of the Security Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness or any other creditor of the Company.

SECTION 14.13. Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the Security Holders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 14.02 are pending, (2) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the Trustee or to the Security Holders or (3) upon the Representatives of Senior Indebtedness for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee shall be entitled to request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such person, to the extent to which such person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such person under this Article Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The provisions of Article Eight shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Fourteen.

SECTION 14.14. Trustee to Effectuate Subordination. Each Security Holder by accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Security Holders and the holders of Senior Indebtedness as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 14.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Security Holders or the Company or any other

person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise.

SECTION 14.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Security Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in the continuing to hold, such Senior Indebtedness.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Subordinated Indenture on behalf of the respective parties hereto as of the date first above written.

HARRIS CORPORATION

By: /s/ HOWARD L. LANCE

Name: Howard L. Lance

Title: Chairman, President and Chief Executive Officer

THE BANK OF NEW YORK

By: /s/ MARY LaGUMINA

Name: Mary LaGumina

Title: Vice President

STATE OF FLORIDA

COUNTY OF BREVARD

(SEAL)

/s/ Rebecca L. Parman

Notary Public-State of Florida

Commission Number: CC987877

STATE OF NEW YORK

COUNTY OF NEW YORK

(SEAL)

/s/ Robert Hirsch

Notary Public-State of New York

Commission Number: 01H16076679

Exhibit 5

September 3, 2003

Harris Corporation
1025 West NASA Blvd.
Melbourne, Florida 32919

Re: Harris Corporation – Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (the “Registration Statement”) , filed or to be filed by Harris Corporation, a Delaware corporation (the “Company”) , with the Securities and Exchange Commission in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Act”) , of the Company’s debt securities (the “Debt Securities”) , shares of the Company’s common stock, $1.00 par value per share, and the related preferred stock purchase rights (the “Common Stock”) , shares of the Company’s preferred stock, without par value (the “Preferred Stock”) , depositary shares each representing a fraction of a share of Preferred Stock (the “Depositary Shares”) , and warrants for the purchase of Debt Securities, Common Stock or Preferred Stock (the “Warrants”) , with an aggregate offering price of up to $500,000,000 or the equivalent thereof in one or more foreign currencies or composite currencies. The Debt Securities, the Common Stock, the Preferred Stock, the Depositary Shares and the Warrants are to be sold from time to time as set forth in the Registration Statement, the Prospectus contained therein (the “Prospectus”) , and the supplements to the Prospectus (the “Prospectus Supplements”).

The Debt Securities may be either senior debt securities (the “Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities”) . The Senior Debt Securities are to be issued pursuant to an Indenture, which has been filed as an exhibit to the Registration Statement (the “Senior Indenture”) , dated as of September 3, 2003, entered into between the Company and The Bank of New York, as Trustee. The Subordinated Debt Securities are to be issued pursuant to a Subordinated Indenture, which has been filed as an exhibit to the Registration Statement (the “Subordinated Indenture,” and, together with the Senior Indenture, the “Indentures”) , dated as of September 3, 2003, entered into between the Company and The Bank of New York, as Trustee. The Debt Securities, the Preferred Stock, the Depositary Shares

Harris Corporation
Registration Statement on Form S-3
September 3, 2003
Page 2

and the Warrants are to be issued in one or more forms filed with a Current Report on Form 8-K or a Post-Effective Amendment to the Registration Statement.

This letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the “Accord”) of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this letter should be read in conjunction therewith.

We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination and subject to the foregoing exceptions, qualifications, and limitations, we express the opinions set forth below that when:

i. the Registration Statement and any amendments thereto have become effective;

ii. the issuance and the terms of the Debt Securities have been duly authorized by appropriate corporate action so as not to violate applicable law (a “Non-Compliance”) and the Debt Securities have been duly completed, executed, authenticated, registered and delivered in accordance with the applicable Indenture, against payment therefor and as described in the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement relating thereto;

iii. the terms of any particular series of Preferred Stock have been established by appropriate corporate action, a Certificate of Designation conforming to the Delaware General Corporation Law regarding such series of Preferred Stock has been filed with the Secretary of State of the State of Delaware, the issuance of the Preferred Stock has been authorized by appropriate corporate action, and shares of such series of Preferred Stock have been issued, sold, registered and delivered against payment therefor or upon conversion of any Debt Securities or exercise of any Warrants, in each case so as not to cause a Non-Compliance and as described in the Registration Statement, any amendment thereto, the Prospectus and the Prospectus Supplement relating thereto, and in accordance with the terms of the corporate action authorizing the issuance of the particular series;

Harris Corporation
Registration Statement on Form S-3
September 3, 2003
Page 3

iv. the issuance of the shares of Common Stock has been duly authorized by appropriate corporate action, and the shares of Common Stock have been duly issued, sold, registered and delivered against payment therefor or pursuant to the conversion of any Preferred Stock or Debt Securities or the exercise of any Warrants, in each case so as not to cause a Non-Compliance and as described in the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement relating thereto;

v. the terms of the Depositary Shares have been established by appropriate corporate action, a Certificate of Designation conforming to the Delaware General Corporation Law regarding such Depositary Shares has been filed with the Secretary of State of the State of Delaware, the applicable deposit agreement (the “Deposit Agreement”) relating to the Depositary Shares and the receipts evidencing such Depositary Shares (the “Depositary Receipts”) have been duly authorized by appropriate corporate action and validly executed and delivered by the Company and the applicable depositary appointed by the Company, the shares of Preferred Stock underlying such Depositary Shares have been deposited with a bank or trust company under the applicable Deposit Agreement, and the Depositary Receipts representing the Depositary Shares have been duly completed, executed, authenticated, registered and delivered against payment therefor, upon conversion of any Debt Securities or Preferred Stock or exercise of any Warrants, in each case so as not to cause a Non-Compliance and as described in the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement relating thereto; and

vi. the terms of the Warrants have been established by appropriate corporate action, the applicable warrant agreement (the “Warrant Agreement”) has been duly authorized by appropriate corporate action and validly executed and delivered by the Company and the applicable warrant agent appointed by the Company, the Warrants or certificates representing the Warrants have been duly completed, executed, authenticated, registered and delivered in accordance with the applicable Warrant Agreement against payment therefor so as not to cause a Non-Compliance and as described in the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement relating thereto:

1. The Debt Securities will be legal, valid and binding obligations of the Company and entitled to the benefits of the applicable Indenture.

2. The shares of Preferred Stock will be legally issued, fully paid and nonassessable.

3. The shares of Common Stock will be legally issued, fully paid and nonassessable.

Harris Corporation
Registration Statement on Form S-3
September 3, 2003
Page 4

4. The Depositary Shares will be legally issued, fully paid and nonassessable.

5. The Warrants will be legal, valid and binding obligations of the Company and entitled to the benefits of the Warrant Agreement.

Our opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and the use of our name wherever it appears in the Registration Statement, the Prospectus, the Prospectus Supplement, and in any amendment or supplement thereto. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.


		Very truly yours,

		HOLLAND & KNIGHT LLP

EXHIBIT 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



		Year Ended

		June 27,		June 28,			June 29,
		2003		2002			2001


		(Millions of Dollars,
		Except Ratios)
Earnings:
Net Income		$	59.5	$	82.6		$	21.4
Plus: Income Taxes			30.6		42.5			51.0
	Fixed Charges		31.8		34.1			41.8
	Amortization of Capitalized Interest		—		—			—
Less: Interest Capitalized During the Period			—		—			—
	Undistributed Earnings in Equity Investments		—		(2.0	)		(8.0	)

		$	121.9	$	161.2		$	122.2

Fixed Charges:
Interest Expense		$	24.9	$	26.7		$	34.8
Plus: Capitalized Interest			—		—			—
	Interest Portion of Rental Expense		6.9		7.4			7.0

		$	31.8	$	34.1		$	41.8

Ratio of Earnings to Fixed Charges			3.83		4.73			2.92

Exhibit 23(b)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Harris Corporation for the registration of $500,000,000 Debt Securities, Preferred Stock, Common Stock, Depositary Shares and Warrants and to the incorporation by reference therein of our report dated July 21, 2003, with respect to the consolidated financial statements and schedule of Harris Corporation included in its Annual Report (Form 10-K) for the year ended June 27, 2003, filed with the Securities and Exchange Commission.


		/s/ Ernst & Young LLP

Orlando, Florida August 29, 2003

Exhibit 25(a)

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)


New York		13-5160382




(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)









One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

Harris Corporation

(Exact name of obligor as specified in its charter)


Delaware		34-0276860




(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

1025 West NASA Boulevard Melbourne, Florida (Address of principal executive offices)		32919 (Zip code)

Senior Debt Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.


		Name		Address

		Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203









		Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045









		Federal Deposit Insurance Corporation		Washington, D.C. 20429









		New York Clearing House Association		New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

-2-

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of September, 2003.


		THE BANK OF NEW YORK









		By:		/S/ VAN K. BROWN

				Name: VAN K. BROWN




				Title: VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


		Dollar Amounts
ASSETS		In Thousands

Cash and balances due from depository institutions:




	Noninterest-bearing balances and currency and coin	$	4,257,371




	Interest-bearing balances		6,048,782




Securities:




	Held-to-maturity securities		373,479




	Available-for-sale securities		18,918,169




Federal funds sold in domestic offices			6,689,000




Securities purchased under agreements to resell			5,293,789




Loans and lease financing receivables:




	Loans and leases held for sale		616,186




	Loans and leases, net of unearned income		38,342,282




	LESS: Allowance for loan and lease losses		819,982




	Loans and leases, net of unearned income and allowance		37,522,300




Trading Assets			5,741,193




Premises and fixed assets (including capitalized leases)			958,273




Other real estate owned			441




Investments in unconsolidated subsidiaries and associated companies			257,626




Customers’ liability to this bank on acceptances outstanding			159,995




Intangible assets




Goodwill			2,554,921




	Other intangible assets		805,938




Other assets			6,285,971


		Dollar Amounts
ASSETS		In Thousands

Total assets		$	96,483,434






LIABILITIES




Deposits:




	In domestic offices	$	37,264,787




	Noninterest-bearing		15,357,289




	Interest-bearing		21,907,498




	In foreign offices, Edge and Agreement subsidiaries, and IBFs		28,018,241




	Noninterest-bearing		1,026,601




	Interest-bearing		26,991,640




Federal funds purchased in domestic offices			739,736




Securities sold under agreements to repurchase			465,594




Trading liabilities			2,456,565




Other borrowed money:




(includes mortgage indebtedness and obligations under capitalized leases)			8,994,708




Bank’s liability on acceptances executed and outstanding			163,277




Subordinated notes and debentures			2,400,000




Other liabilities			7,446,726

Total liabilities		$	87,949,634

Minority interest in consolidated subsidiaries			519,472









EQUITY CAPITAL




Perpetual preferred stock and related surplus			0




Common stock			1,135,284




Surplus			2,056,273




Retained earnings			4,694,161




Accumulated other comprehensive income			128,610




Other equity capital components			0

Total equity capital			8,014,328

Total liabilities minority interest and equity capital		$	96,483,434

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.


Thomas A. Renyi




Gerald L. Hassell		Directors




Alan R. Griffith

Exhibit 25(b)

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) Box with X in it o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)


New York		13-5160382




(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)









One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

Harris Corporation
(Exact name of obligor as specified in its charter)


Delaware		34-0276860




(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)









1025 West NASA Boulevard Melbourne, Florida (Address of principal executive offices)		32919 (Zip code)

Subordinated Debt Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.


		Name		Address

		Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203









		Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045









		Federal Deposit Insurance Corporation		Washington, D.C. 20429









		New York Clearing House Association		New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

-2-

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE


		THE BANK OF NEW YORK









		By:		/S/ VAN K. BROWN

				Name: VAN K. BROWN




				Title: VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,


		Dollar Amounts
ASSETS		In Thousands

Cash and balances due from depository institutions:




	Noninterest-bearing balances and currency and coin	$	4,257,371




	Interest-bearing balances		6,048,782




Securities:




	Held-to-maturity securities		373,479




	Available-for-sale securities		18,918,169




Federal funds sold in domestic offices			6,689,000




Securities purchased under agreements to resell			5,293,789




Loans and lease financing receivables:




	Loans and leases held for sale		616,186




	Loans and leases, net of unearned income		38,342,282




	LESS: Allowance for loan and lease losses		819,982




	Loans and leases, net of unearned income and allowance		37,522,300




Trading Assets			5,741,193




Premises and fixed assets (including capitalized leases)			958,273




Other real estate owned			441




Investments in unconsolidated subsidiaries and associated companies			257,626




Customers’ liability to this bank on acceptances outstanding			159,995




Intangible assets




Goodwill			2,554,921




	Other intangible assets		805,938




Other assets			6,285,971


		Dollar Amounts
ASSETS		In Thousands

Total assets		$	96,483,434






LIABILITIES




Deposits:




	In domestic offices	$	37,264,787




	Noninterest-bearing		15,357,289




	Interest-bearing		21,907,498




	In foreign offices, Edge and Agreement subsidiaries, and IBFs		28,018,241




	Noninterest-bearing		1,026,601




	Interest-bearing		26,991,640




Federal funds purchased in domestic offices			739,736




Securities sold under agreements to repurchase			465,594




Trading liabilities			2,456,565




Other borrowed money:




(includes mortgage indebtedness and obligations under capitalized leases)			8,994,708




Bank’s liability on acceptances executed and outstanding			163,277




Subordinated notes and debentures			2,400,000




Other liabilities			7,446,726

Total liabilities		$	87,949,634

Minority interest in consolidated subsidiaries			519,472









EQUITY CAPITAL




Perpetual preferred stock and related surplus			0




Common stock			1,135,284




Surplus			2,056,273




Retained earnings			4,694,161




Accumulated other comprehensive income			128,610




Other equity capital components			0

Total equity capital			8,014,328

Total liabilities minority interest and equity capital		$	96,483,434

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller


Thomas A. Renyi




Gerald L. Hassell		Directors




Alan R. Griffith


	(1)	There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock of the registrant, such indeterminate number of depositary shares of the registrant, such indeterminate number of warrants to purchase debt securities, shares of preferred stock and shares of common stock of the registrant, and such indeterminate principal amount of debt securities of the registrant, as shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the debt securities registered shall include such additional debt securities as may be necessary such that the aggregate initial public offering price of all securities issued pursuant to this registration statement will equal $500,000,000. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum initial offering prices per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement.

	(2)	Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933.

	(3)	Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933. No additional consideration will be received for common stock, preferred stock or debt securities that are issued upon conversion into or exchange for or exercise of preferred stock, depositary shares or debt securities.

	(4)	Pursuant to Rule 457(o) under the Securities Act of 1933, the registration fee is calculated on the maximum offering price of all securities listed, and the table does not specify information by each class about the amount to be registered. A filing fee of $139,000 was previously paid in connection with $500,000,000 of unsold securities registered under a registration statement on Form S-3 (Registration No. 333-66241) initially filed by the registrant on October 28, 1998. Accordingly, pursuant to Rule 457(p) under the Securities Act of 1933, the registrant is offsetting $40,450 of the previously paid filing fees against the total filing fee of $40,450 due in connection with the filing of this registration statement. Accordingly, no filing fee is paid herewith.

	(5)	Including such indeterminate amount of debt securities as may from time to time be issued (i) at indeterminate prices or (ii) upon conversion into or exchange for or exercise of other debt securities, shares of preferred stock or warrants registered hereunder, to the extent any of such debt securities, shares of preferred stock or warrants are, by their terms, convertible into or exchangeable or exercisable for debt securities.

	(6)	In addition to any shares of preferred stock, depositary shares or shares of common stock that may be issued directly under this registration statement, there are being registered hereunder an indeterminate number of shares of preferred stock, depositary shares or shares of common stock as may from time to time be issued (i) at indeterminate prices or (ii) upon conversion or exchange of debt securities, shares of preferred stock or depositary shares, or upon the exercise of warrants, as the case may be. No separate consideration will be received for any shares of preferred stock, depositary shares or shares of common stock so issued upon conversion or exchange of preferred stock, depositary shares or debt securities.

	(7)	Including such indeterminate number of shares of common stock as the registrant may elect from time to time to issue in connection with the payment of dividends on preferred stock, to the extent dividends on any of such shares of preferred stock are, by their terms, able to be satisfied by the issuance of shares of common stock.

	(8)	This registration statement also relates to preferred stock purchase rights which are attached to all shares of common stock. Prior to the occurrence of certain events, the preferred stock purchase rights are not exercisable, are evidenced by the certificates representing the common stock and are transferred with and only with the common stock. The value attributable to the rights, if any, is reflected in the value of the common stock and no separate consideration is to be received for the rights.

	(9)	Subject to footnote (1), there are being registered hereunder an indeterminate number of depositary shares to be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and the shares of preferred stock will be issued to the depositary under the deposit agreement.


(10)	Warrants to purchase debt securities, preferred stock or common stock of the registrant may be sold separately or with debt securities, preferred stock or common stock of the registrant.


	•	debt securities

	•	shares of preferred stock

	•	shares of common stock

	•	fractional interests in shares of preferred stock represented by depositary shares

	•	warrants to purchase debt securities

	•	warrants to purchase shares of preferred stock

	•	warrants to purchase shares of common stock


	Harris Corporation
	1025 West NASA Boulevard
	Melbourne, Florida 32919
	Attention: Corporate Secretary


	Public Reference Room
	450 Fifth Street, N.W.
	Room 1024
	Washington, D.C. 20549


	•	uncertain economic conditions, which make it difficult to estimate growth in our markets and, as a result, future income and expenditures;

	•	the severe telecommunications slow-down, which has and may continue to have a negative impact on our telecom business;

	•	our dependence on the U.S. Government for a significant portion of our revenues, as the loss of this relationship or a shift in U.S. Government funding could have adverse consequences on our future business;

	•	financial and government and regulatory risks relating to international sales and operations, including fluctuations in foreign currency exchange rates and the effectiveness of our currency hedging program;

	•	the fair values of our portfolio of passive investments, which are subject to significant price volatility or erosion;

	•	our ability to continue to develop new products that achieve market acceptance;


	•	the consequences of future geo-political events, which may affect adversely the markets in which we operate, our ability to insure against risks, our operations or our profitability;

	•	strategic acquisitions and the risks and uncertainties related thereto, including the ability to manage and integrate acquired businesses;

	•	potential changes in U.S. Government or customer priorities due to program reviews or revisions to strategic objectives, including termination of or potential failure to fund U.S. Government contracts;

	•	risks inherent with large long-term fixed-price contracts, particularly the ability to contain cost overruns;

	•	the performance of critical subcontractors or suppliers;

	•	potential claims that we are infringing the intellectual property rights of third parties;

	•	the successful resolution of patent infringement claims and litigation and the ultimate outcome of other contingencies, litigation and legal matters;

	•	customer demand for financing and customer credit risk;

	•	cost reductions, which may not yield the benefits we expect and could have adverse effects on our future business;

	•	the impact of competitive products and pricing;

	•	risks inherent in developing new technologies;

	•	the ability to recruit and retain qualified personnel;

	•	general economic conditions in the markets in which we operate; and

	•	the risks described from time to time in our Annual Report on Form 10-K and other filings under the Exchange Act.


	•	Government Communications Systems,

	•	RF Communications,

	•	Microwave Communications,

	•	Network Support, and

	•	Broadcast Communications.


	•	repayment or refinancing of a portion of our existing short-term and long-term debt;

	•	capital expenditures;

	•	additional working capital;


	•	whether the debt securities are senior debt securities or subordinated debt securities;

	•	the title of the series of debt securities;

	•	any limit upon the aggregate principal amount of the debt securities of the series;

	•	the maturity date or dates or the method by which any such date shall be determined;

	•	the interest rate or rates, or the method of determining those rates;

	•	the places where payments may be made;

	•	any mandatory or optional redemption provisions;

	•	any sinking fund or analogous provisions;

	•	the portion of principal amount of the debt security payable upon acceleration of maturity if other than the full principal amount;

	•	any deletions of, or changes or additions to, the events of default or covenants as they apply to the series;

	•	whether the provisions of the indenture described under “ — Satisfaction and Discharge; Defeasance” will be applicable to the series of debt securities;


	•	if other than U.S. dollars, the currency, currencies or composite currencies in which payments on the debt securities will be payable and whether the holder may elect payment to be made in a different currency;

	•	whether and on what terms we will pay additional amounts to holders of the debt securities that are not U.S. persons for any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms we will have the option to redeem the debt securities rather than pay the additional amounts;

	•	any conversion or exchange provisions; and

	•	any other specific terms of the debt securities not inconsistent with the applicable indenture.


	•	register the transfer of, or exchange, any debt securities of that series for a period of 15 days before the day of mailing of the relevant notice of redemption; or

	•	register the transfer of, or exchange, any security selected for redemption, in whole or in part, except the unredeemed portion of any security being redeemed in part.


	•	will not be entitled to have the debt securities registered in their names;

	•	will not be entitled to receive physical delivery of the debt securities in definitive form; and

	•	will not be considered the owners or holders of those debt securities under the indenture.


	•	if the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days;

	•	if we choose to issue definitive debt securities in exchange for book-entry securities; or

	•	an event of default with respect to the securities has occurred and is continuing.


	•	how it handles securities payments and notices;

	•	whether it imposes additional fees or charges;

	•	how it would handle voting and related issues if such issues were to arise;

	•	how it would pursue or enforce rights under the debt securities if there were a default or other event triggering the need for direct holders to act to protect their interests; and

	•	whether and how it would react on other matters which are important to persons who hold debt securities in “street name.”


	•	the person formed by or resulting from any such consolidation or merger, or which has received the transfer of all or substantially all of our property and assets, will assume the due and punctual


		performance and observance of all of the covenants and conditions to be performed or observed by us under the applicable indenture; and

	•	we, such person or such successor person, as the case may be, immediately after such consolidation, merger, sale or transfer, will not be in default in the performance of any covenant or condition under the applicable indenture.


	•	we fail to pay interest on any debt securities of the series for a period of 30 days after payment is due;

	•	we fail to pay the principal of, or any premium on, any debt securities of that series when due;

	•	we fail to comply with any other agreements contained in the debt securities of that series or the applicable indenture for 90 days after being given notice from the trustee or after notice has been given to us and the trustee from the holders of 25% of the outstanding debt securities of such series;

	•	certain events involving our bankruptcy, insolvency or reorganization; and

	•	we default under any mortgage, indenture or instrument related to any of our indebtedness (other than debt securities of the series) which default either (i) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $50 million or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period, or (ii) results in such indebtedness aggregating $50 million or more becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to us by the applicable trustee or to us and


	•	the holder gives the applicable trustee written notice of a continuing event of default;

	•	the holders of at least 25 percent in aggregate principal amount of that series then outstanding make a written request to the trustee to pursue the remedy;

	•	such holder offers to the trustee indemnity reasonably satisfactory to the trustee;

	•	the trustee does not comply with the request within 60 days after receipt of the notice, request and offer of indemnity; and

	•	during that 60-day period, the holders of a majority in principal amount of that series then outstanding do not give the trustee a direction inconsistent with the request.


	•	to transfer or pledge to the applicable trustee any property or assets as security for the debt securities of one or more series or add any guarantee in respect of the debt securities of one or more series;

	•	to evidence the succession of another corporation to our company, or successive successions, and the assumptions by the successor corporation of our obligations under the applicable indenture with respect to any consolidation, merger or sale transaction related to that succession that is permitted under the applicable indenture;

	•	to add to our covenants contained in the applicable indenture for the benefit of the holders of the debt securities, or to surrender any right or power reserved to or conferred upon us in the applicable indenture;

	•	to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the applicable indenture or in any supplemental indenture, but only if that action does not adversely affect the interests of the holders of the debt securities;

	•	to establish the form or terms of debt securities of any series as permitted by the applicable indenture;

	•	to evidence the appointment of, and provide for the acceptance of appointment under the applicable indenture, of a successor trustee with respect to the debt securities of one or more series, and to add to or change any of the provisions of the applicable indenture to provide for or facilitate the administration of the trusts under the applicable indenture by more than one trustee;

	•	to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indentures or any supplemental indenture under the Trust Indenture Act of 1939, as amended; provided that such modification or amendment does not materially and adversely affect the interests of the holders of the debt securities;

	•	to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain Federal tax purposes;

	•	to make such provisions with respect to matters or questions arising under the applicable indenture as may be necessary or desirable and not inconsistent with that indenture, but only if those other provisions do not adversely affect the interest of the holders of the debt securities; and

	•	with respect to the subordinated indenture only, to make any change that would limit or terminate the rights of any holder of senior indebtedness under the subordination provisions (subject to any required approval of the holders of such senior indebtedness).


	•	extend the fixed maturity of any debt security;

	•	reduce the principal, premium (if any) or rate of interest on any debt security or the principal amount due upon acceleration of maturity upon an event of default;

	•	extend the time of payment of interest on any debt security;

	•	make any debt security payable in money other than that stated in that debt security;

	•	change the time at which any debt security may or must be redeemed;

	•	reduce the amount of the principal of an original issue discount debt security that would be due and payable upon an acceleration of the maturity thereof under Section 7.01 of the applicable indenture or the amount thereof provable in bankruptcy under Section 7.02 of the applicable indenture;

	•	impair or affect the right to enforce any payment after the stated maturity or redemption date of the applicable debt security;

	•	waive a default or event of default regarding any payment on the applicable debt securities or, if the applicable debt securities provide therefor, waive any right of repayment at the option of the holder of those debt securities;

	•	reduce the percentage of holders of outstanding debt securities of any series required to consent to any modification, amendment or waiver under the indenture; or

	•	with respect to the subordinated indenture only, make any change to the subordination provisions that adversely affects the rights of any holder.


	•	our obligations described under “— Additional Terms Applicable to Senior Debt Securities — Covenants in the Senior Debt Securities” with respect to any series of senior debt securities;

	•	the requirements described under “—Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets” with respect to additional liens relating to outstanding senior debt securities of a series; and

	•	any other restrictive covenants applicable to outstanding debt securities of a series to the extent provided in a prospectus supplement,


	(1) the following mortgages and liens in connection with the acquisition of property after the date of the senior indenture: (A) (i) any purchase money mortgage or other purchase money lien on any Principal Property acquired after the date of the senior indenture, including conditional sales and other title retention agreements; (ii) any mortgage or other lien on property acquired, constructed or improved after the date of the senior indenture created as security for moneys borrowed (at the time of or within 120 days after the purchase, construction or improvement of such property) to provide funds for the purchase, construction or improvement of such property; or (iii) any mortgage or other lien on any property acquired after the date of the senior indenture that exists at the time of the acquisition thereof and that was not created in connection with or in contemplation of such acquisition; provided in each case that (x) such mortgage or other lien is limited to such acquired property (and accretions thereto) or, in the case of construction or improvements, any theretofore unimproved real property, and (y) the aggregate amount of the obligations, indebtedness or claims secured by such mortgage or other lien does not exceed the cost to us or such Restricted Subsidiary of such acquired property or the value thereof at the time of acquisition, as determined by our Board of Directors, whichever is lower; (B) any mortgage or other lien created in connection with the refunding, renewal or extension of any obligations, indebtedness or claims secured by a mortgage or lien described in clause (A) that is limited to the same property; provided that the aggregate amount of the obligations, indebtedness or claims secured by such refunding, renewal or extended mortgage or other lien does not exceed the aggregate amount thereof secured by the mortgage or other lien so refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; or (C) any mortgage or other lien to which property acquired after the date of the senior indenture shall be subject at the time of acquisition, if the payment of the indebtedness secured thereby or interest thereon will not become, by assumption or otherwise, a personal obligation of us or a Restricted Subsidiary;

	(2) mechanics’, materialmen’s, carriers’ or other similar liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts for the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges;

	(3) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable us or a Restricted Subsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, old age pensions, social security or similar matters;


	(4) the liens of taxes or assessments not at the time due, or the liens of taxes or assessments already due but the validity of which is being contested in good faith and against which adequate reserves have been established;

	(5) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

	(6) easements or similar encumbrances, the existence of which does not impair the use of the property subject thereto for the purposes for which it is held or was acquired;

	(7) leases and landlords’ liens on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default;

	(8) liens, pledges or deposits made in connection with contracts with or made at the request of any government or any department or agency thereof or made with any prime contractor or subcontractor of any tier in connection with the furnishing of services or property to any government or any department or agency thereof (“Government Contracts”) insofar as such liens, pledges or deposits relate to property manufactured, installed, constructed, acquired or to be supplied by, or property furnished to, us or a Restricted Subsidiary pursuant to, or to enable the performance of, such Government Contracts, or property the manufacture, installation, construction or acquisition of which any government or any department or agency thereof finances or guarantees the financing of, pursuant to, or to enable the performance of, such Government Contracts; or deposits or liens, made pursuant to such Government Contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such Government Contracts, or of or upon any materials or supplies acquired for the purpose of the performance of such Government Contracts; or the assignment or pledge to any person, firm or corporation, to the extent permitted by law, of the right, title and interest of us or a Restricted Subsidiary in and to any Government Contract, or in and to any payments due or to become due thereunder, to secure indebtedness incurred and owing to such person, firm or corporation for funds or other property supplied, constructed or installed for or in connection with the performance by us or such Restricted Subsidiary of our or its obligations under such Government Contract;

	(9) any mortgage or other lien securing indebtedness of a corporation that is our successor to the extent permitted by the covenant described under “— Limitation on Consolidation, Merger, and Certain Sales or Transfers of Assets,” or securing indebtedness of a Restricted Subsidiary outstanding at the time it became a subsidiary (provided that such mortgage or other lien was not created in connection with or in contemplation of the acquisition of such Restricted Subsidiary), and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness that is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; and

	(10) any mortgage or other lien in favor of the U.S. or any state thereof, or political subdivision of the U.S. or any state thereof, or any department, agency or instrumentality of the U.S. or any state thereof or any such political subdivision, to secure indebtedness incurred for the purpose of financing the acquisition, construction or improvement of all or any part of the property subject to such mortgage or other lien, and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness that is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension.


	•	we redeem (if permitted by the terms of the outstanding senior debt securities), at the principal amount thereof together with accrued interest to the date fixed for redemption, such outstanding senior debt securities in an aggregate principal amount equal to such net proceeds;

	•	we repay or a Restricted Subsidiary repays other Funded Debt (as defined below) in an aggregate principal amount equal to such net proceeds;

	•	we deliver to the trustee, for cancellation, outstanding senior debt securities uncancelled and in transferable form, in an aggregate principal amount equal to such net proceeds; or

	•	we apply such net proceeds to the purchase of properties, facilities or equipment to be used for general operating purposes.


	“Attributable Debt” means, when used with respect to any sale and leaseback transaction, at the time of determination, the present value (discounted at the rate of interest implicit in the term of the lease) of the lessee’s obligation for “net rental payments” during the remaining term of the lease (including any period the lease has been, or may, at the option of the lessor, be extended). The term “net rental payments” under any lease for any period means the sum of the rental and other payments required to be paid during such period by the lessee under such lease, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

	“Consolidated Net Worth” means our stockholders’ equity and that of our consolidated subsidiaries, as shown on our audited consolidated balance sheet in our latest annual report to our stockholders.

	“Funded Debt” means all indebtedness issued, incurred, assumed or guaranteed by us or one of our Restricted Subsidiaries, or for the payment of which we or one of our Restricted Subsidiaries is otherwise primarily or secondarily liable, maturing by its terms more than one year from its date of creation or renewable or refundable at the option of the obligor to a date more than one year from its date of creation.

	“Principal Property” means any manufacturing plant located within the U.S. (other than its territories or possessions) and owned or leased by us or any subsidiary, except any such plant that, in the opinion of our Board of Directors, is not of material importance to the business conducted by us and our subsidiaries, taken as a whole.

	“Restricted Subsidiary” means any of our subsidiaries that owns or leases a Principal Property. As noted above, the definition of Principal Property does not include foreign facilities.


	•	any of our indebtedness, whether outstanding on the issue date of the subordinated debt securities of a series or incurred later, and

	•	accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us to the extent post-filing interest is allowed in such proceeding) in respect of (a) our indebtedness for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which we are responsible or liable;


	•	any of our obligations to our subsidiaries;

	•	any liability for Federal, state, local or other taxes owed or owing by us;

	•	any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees of these obligations or instruments evidencing such liabilities);

	•	any of our indebtedness (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other of our indebtedness or other obligations; or

	•	the subordinated debt securities.


	•	any senior indebtedness is not paid in full in cash when due; or

	•	the maturity of any senior indebtedness is accelerated as a result of a default, unless the default has been cured or waived and the acceleration has been rescinded or that senior indebtedness has been paid in full in cash.


	•	the holders of senior indebtedness will be entitled to receive payment in full in cash of the senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment; and

	•	until the senior indebtedness is paid in full in cash, any payment or distribution to which holders of subordinated debt securities would be entitled but for the subordination provisions of the subordinated indenture will be made to holders of the senior indebtedness (except that holders of subordinated debt securities may receive certain capital stock and subordinated debt). (Section 4.02 of Subordinated Indenture)